UNITED  STATES
                         SECURITIES  AND  EXCHANGE  COMMISSION
                               Washington,  D.C.  20549

                                       FORM  10-Q


[  X  ]  QUARTERLY  REPORT  PURSUANT  TO  SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE  ACT  OF  1934
For  the  quarterly  period  ended  September  30,  1999
                                    --------------------

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:  2-94863
                           -------



                             CANANDAIGUA  NATIONAL  CORPORATION
                    (Exact  name  of  registrant  as  specified  in its charter)


                      New  York                            16-1234823
                      ---------                            ----------
            (State  or  other  jurisdiction  of            (I.R.S.  Employer
             incorporation  or  organization)         Identification  Number)


     72  South  Main  Street,  Canandaigua,  New  York             14424
     -------------------------------------------------             -----
      (Address  of  principal  executive  offices)             (Zip  Code)


                                 (716) 394-4260
                                 --------------
               Registrant's telephone number, including area code


  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.  [X]  Yes   [  ]  No


  Indicate  the  number of shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest  practical  date.

                    Class                   Outstanding  at  October  31,  1999
                    -----                   -----------------------------------
             Common  stock,  $50.00  par                  158,327

















This  quarterly  report contains certain "forward-looking statements" covered by
the  "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995.  When  used  or  incorporated  by  reference  in  the Company's disclosure
documents,  the  words  "anticipate," "estimate," "expect," "project," "target,"
"goal"  and  similar expressions, as well as discussion regarding the "Year 2000
issue,"  are  intended to identify forward-looking statements within the meaning
of  Section  27A  of  the  Securities  Act.  Such forward-looking statements are
subject  to  certain  risks,  uncertainties  and assumptions, including, but not
limited  to  (1)  economic  conditions, (2) real estate market, and (3) interest
rates. Should one or more of these risks or uncertainties materialize, or should
underlying  assumptions prove incorrect, actual results may vary materially from
those  anticipated,  estimated,  expected  or  projected.  These forward looking
statements  speak  only  as  of  the date of the document. The Company expressly
disclaims  any  obligation  or  undertaking  to  publicly release any updates or
revisions  to  any  forward-looking  statement  contained  herein to reflect any
change in the Company's expectation with regard thereto or any change in events,
conditions  or  circumstances  on  which  any  such  statement  is  based.














































                CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES

                               INDEX TO FORM 10-Q

                               SEPTEMBER 30, 1999

PART  I -- FINANCIAL INFORMATION                                            Page
                                                                            ----

Item  1.  Financial  Statements  (Unaudited)

Condensed  consolidated  balance  sheets  at  September  30,  1999
  and  December 31, 1998.                                                      1

Condensed  consolidated  statements  of  income  for  the  three
  month  and nine month periods ended September 30, 1999 and 1998.             3

Consolidated  statements  of  stockholders'  equity
  for  the nine month periods ended September 30, 1999 and 1998.               4

Consolidated  statements  of  cash  flows
  for  the nine month periods ended September 30, 1999 and 1998.               5

Notes  to  condensed  consolidated  financial  statements
  at  September 30, 1999.                                                      6

Item  2.  Management's  Discussion  and  Analysis  of  Financial
  Condition  and Results of Operations                                         8

Item  3.  Quantitative  and  Qualitative  Disclosures  about
  Market  Risk
    This  information  is  incorporated  by  reference
    in  Part  I,  Item  2,  Interest  Rate  Sensitivity  and
                            --------------------------------
    Asset/Liability  Management Review                                        11
    ----------------------------------


PART  II  --  OTHER  INFORMATION

Item  1.  Legal Proceedings                                                   16
Item  2.  Changes in Securities and Use of Proceeds                           16
Item  3.  Defaults Upon Senior Securities                                     16
Item  4.  Submission of Matters to a Vote of Security Holders                 16
Item  5.  Other Information                                                   16
Item  6.  Exhibits and Reports on Form 8-K                                    16

SIGNATURES                                                                    17

EXHIBITS                                                                      18
















PART  I  FINANCIAL  INFORMATION
Item  1.  Financial  Statements
<TABLE>

<CAPTION>

                      CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
                            CONDENSED CONSOLIDATED BALANCE SHEETS
                    September 30, 1999 and December 31, 1998 (Unaudited)
                              (in thousands, except share data)


                                                               September 30,   December 31,
Assets                                                             1999            1998
------------------------------------------------------------  ---------------  -------------
<S>                                                           <C>              <C>

Cash and due from banks                                       $       24,815         23,892
Interest-bearing deposits with other financial institutions               75            314
Securities:
  - Available for sale, at fair value                                    533            437
  - Held-to-maturity (fair value of $72,933 in 1999 and
    $71,850 in 1998)                                                  73,056         72,479
Loans:
  Commercial, financial & agricultural                                53,300         43,260
  Commercial mortgage                                                119,227         83,771
  Residential mortgage                                                70,263         76,130
  Consumer-indirect                                                  102,181         84,370
  Consumer-other                                                      18,125         17,753
  Other                                                                3,736          3,516
  Loans held for sale                                                  1,512          2,969
                                                              ---------------  -------------
    Total loans                                                      368,344        311,769
  Less:  Allowance for loan losses                                    (3,811)        (3,283)
                                                              ---------------  -------------
    Loans - net                                                      364,533        308,486
Premises and equipment - net                                          13,226         11,468
Accrued interest receivable                                            2,634          2,244
Federal Home Loan Bank stock and Federal Reserve Bank stock            3,548          3,548
Other assets                                                           6,033          5,179
                                                              ---------------  -------------
        Total Assets                                          $      488,453        428,047
                                                              ===============  =============


<FN>

                                          (Continued)
</TABLE>












                                                                      Page  1
<PAGE>
<TABLE>

<CAPTION>

                     CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
                           CONDENSED CONSOLIDATED BALANCE SHEETS
                   September 30, 1999 and December 31, 1998 (Unaudited)
                             (in thousands, except share data)


                                                             September 30,   December 31,
Liabilities and Stockholders' Equity                             1999            1998
----------------------------------------------------------  ---------------  -------------
<S>                                                         <C>              <C>

Deposits:
  Demand
    Non-interest bearing                                    $       70,813         64,368
    Interest bearing                                                43,800         56,877
  Savings and money market                                         165,388        109,316
  Time deposits                                                    156,869        145,946
                                                            ---------------  -------------
        Total deposits                                             436,870        376,507
FHLB advances                                                        6,025          7,142
Accrued interest payable and other liabilities                       3,927          1,920
                                                            ---------------  -------------
        Total Liabilities                                   $      446,822        385,569
                                                            ---------------  -------------


Stockholders' Equity:
  Common stock, $50 par value; 240,000 shares authorized;
    162,208 shares issued in 1999 and 1998                           8,110          8,110
  Additional paid in capital                                         8,489          8,489
  Retained earnings                                                 26,265         26,569
  Treasury stock at cost (3,831 shares in 1999 and 2,479
    shares in 1998)                                                 (1,375)          (835)
  Accumulated other comprehensive income                               142            145
                                                            ---------------  -------------
        Total Stockholders' Equity                                  41,631         42,478
                                                            ---------------  -------------
        Total Liabilities and Stockholders' Equity          $      488,453        428,047
                                                            ===============  =============
<FN>

See  notes  to  condensed  consolidated  financial  statements.
</TABLE>


















                                                                        Page  2
<PAGE>

<TABLE>

<CAPTION>

                CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

   For the three month and nine month periods ended September 30, 1999 and 1998
                                   (Unaudited)

                        (in thousands, except share data)

                                    Three months ended   Nine months  ended
                                       September  30,       September  30,
                                        1999   1998        1999     1998
                                       ------  -----      -------  ------
<S>                                    <C>     <C>        <C>      <C>
Interest income:
  Loans, including fees                $7,683  6,919      $20,847  20,035
  Securities                              931  1,017        2,818   3,006
  Federal funds sold and other             47      8          205      46
                                       ------  -----      -------  ------
        Total interest income           8,661  7,944       23,870  23,087
                                       ------  -----      -------  ------
Interest expense:
  Deposits                              3,203  2,773        9,165   7,797
  Borrowings                              169    363          344   1,501
                                       ------  -----      -------  ------
      Total interest expense            3,372  3,136        9,509   9,298
                                       ------  -----      -------  ------
      Net interest income               5,289  4,808       14,361  13,789
Provision for loan losses                 330    212          826     641
                                       ------  -----      -------  ------
      Net interest income after
        provision for loan losses       4,959  4,596       13,535  13,148
                                       ------  -----      -------  ------

Other income:
  Service charges on deposit accounts     668    504        1,770   1,281
  Trust income                            588    585        1,936   1,724
  Net gain on sale of
    mortgages                               4     55           80      77
  Other operating income                  546    468        1,366   1,324
                                       ------  -----      -------  ------
      Total other income                1,806  1,612        5,152   4,406
                                       ------  -----      -------  ------

Operating expenses:
  Salaries & employee benefits          3,473  2,716        9,612   7,395
  Occupancy expense                       969    773        2,740   2,296
  FDIC insurance                           11      9           32      29
  Marketing and public relations          386    160          930     347
  Office supplies, printing and
    postage                               231    222          719     577
  Professional                             40     40          248     151
  Other operating expenses                764    775        2,156   2,471
                                       ------  -----      -------  ------
      Total operating expenses          5,874  4,695       16,437  13,266
                                       ------  -----      -------  ------

      Income before income taxes          891  1,513        2,250   4,288
Income taxes                              287    459          721   1,434
                                       ------  -----      -------  ------
      Net income                       $  604  1,054        1,529   2,854
                                       ======  =====      =======  ======

Basic earnings per share               $ 3.80   6.57      $  9.60   17.79
                                       ======  =====      =======  ======
Diluted earnings per share             $ 3.79   6.57      $  9.58   17.79
                                       ======  =====      =======  ======
<FN>


See  notes  to  condensed  consolidated  financial  statements
</TABLE>


                                                                        Page  3
<PAGE>
<TABLE>

<CAPTION>

                         CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

              For the nine month periods ended September 30, 1999 and 1998 (Unaudited)

                                 (in thousands, except share data)


                                                                             Accumulated
                                           Additional                           Other
                                  Common     Paid in  Retained   Treasury   Comprehensive
                                  Stock      Capital  Earnings     Stock        Income       Total
                               ------------  -------  ---------  ---------  --------------  -------
<S>                            <C>           <C>      <C>        <C>        <C>             <C>
Balance at January 1, 1999     $      8,110    8,489    26,569       (835)            145   42,478
  Comprehensive income:
    Change in unrealized
     gain on securities
     available for sale,
     net of taxes of $1                   -        -         -          -              (3)      (3)
    Net income                            -        -     1,529          -               -    1,529
                                                                                            -------
  Total comprehensive
   income                             1,526
                               ------------
  Cash dividend - $11.50
   per share                              -        -    (1,833)         -               -   (1,833)
  Purchase of 1,368 shares
   of treasury stock                      -        -         -       (545)              -     (545)
  Sale of 16 shares
   of treasury stock                      -        -         -          5               -        5
                               ------------  -------  ---------  ---------  --------------  -------
Balance at September 30, 1999         8,110    8,489    26,265     (1,375)            142   41,631
                               ============  =======  =========  =========  ==============  =======



Balance at January 1, 1998     $      8,110    8,489    24,742       (528)            119   40,932
  Comprehensive income:
    Change in unrealized
     gain on securities
     available for sale,
     net of taxes of $15                  -        -         -          -             (23)     (23)
    Net income                            -        -     2,854          -               -    2,854
                                                                                            -------
  Total comprehensive
   income                             2,831
                               ------------
  Cash dividend - $11.00
   per share                              -        -    (1,766)         -               -   (1,766)
Purchase of 755 shares
of treasury stock                         -        -         -       (272)              -     (272)
Sale of 10 shares
of treasury stock                         -        -         -          3               -        3
                               ------------  -------  ---------  ---------  --------------  -------
Balance at September 30, 1998         8,110    8,489    25,830       (797)            142   41,728
                               ------------  -------  ---------  ---------  --------------  -------

<FN>

See  notes  to  condensed  consolidated  financial  statements.
</TABLE>

















                                                                        Page  4
<PAGE>
<TABLE>

<CAPTION>

                CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

    For the nine month periods ended September 30, 1999 and 1998 (Unaudited)

                                 (in thousands)



                                                        1999       1998
                                                      ---------  --------
<S>                                                   <C>        <C>
Cash flow from operating activities:
  Net income                                          $  1,529     2,854
  Adjustments to reconcile net income to
    net cash from operating activities:
    Depreciation and amortization                        1,513     1,439
    Provision for loan losses                              826       641
    Deferred income taxes                                 (332)     (231)
    Writedown of other real estate owned                     -        50
    Originations of loans held for sale                (91,230)  (78,227)
    Proceeds from sale of loans held for sale           92,686    76,386
    Increase in accrued interest receivable
      and other assets                                    (777)     (807)
    Increase in accrued interest payable and
     other liabilities                                   2,007     1,045
                                                      ---------  --------
      Net cash provided by operating activities          6,222     3,150
                                                      ---------  --------

Cash flow from investing activities:
  Purchase of FHLB stock                                     -      (430)
  Securities held to maturity:
    Proceeds from maturities and calls of securities    28,100    24,352
    Purchases of securities                            (28,691)  (24,073)
  Loans originated, net                                (58,865)   (2,927)
  Fixed asset purchases, net                            (3,234)   (1,477)
  Investment in minority owned subsidiary                 (158)     (762)
  Proceeds from sale of other real estate                  437     1,057
                                                      ---------  --------
      Net cash used by investing activities            (62,411)   (4,260)
                                                      ---------  --------

Cash flow from financing activities:
  Net increase in demand, savings and short-
    term deposits                                       49,440    19,288
  Net increase in time deposits                         10,923    10,583
  Proceeds from net overnight and term FHLB advances       400    (2,506)
  Principal repayments on term FHLB advances            (1,517)  (20,012)
  Proceeds from sale of treasury stock                       5         3
  Purchase of treasury stock                              (545)     (272)
  Dividends paid                                        (1,833)   (1,766)
                                                      ---------  --------
      Net cash provided by financing activities         56,873     5,318
                                                      ---------  --------

      Net increase in cash & cash equivalents              684     4,208
  Cash & cash equivalents - beginning of period         24,206    19,647
                                                      ---------  --------
  Cash & cash equivalents - end of period             $ 24,890    23,855
                                                      =========  ========

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest                                          $  9,455     9,208
                                                      =========  ========
    Income taxes                                      $    126     1,462
                                                      =========  ========
Supplemental disclosure of non-cash investing
 Activity:
  Additions to other real estate acquired through
   foreclosure, net of loans to facilitate sales      $    536         -
                                                      =========  ========
<FN>

See  notes  to  condensed  consolidated  financial  statements.
</TABLE>




                                                                        Page  5
<PAGE>


                CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
        Notes to Condensed Consolidated Financial Statements (unaudited)


(1)     Basis  of  Presentation
        -----------------------

The accompanying unaudited condensed consolidated financial statements have been
prepared  in  accordance  with  the  instructions to Form 10-Q and Article 10 of
Regulation  S-X  and  with  generally accepted accounting principles for interim
financial  information.  Such  principles are applied on a basis consistent with
those  reflected  in the December 31, 1998 Form 10-K Report of the Company filed
with  the  Securities  and Exchange Commission. Accordingly, they do not include
all  of  the information and footnotes required by generally accepted accounting
principles  for  complete  financial  statements.  Management  has  prepared the
financial  information  included  herein  without audit by independent certified
public  accountants.  In  the opinion of management, all adjustments (consisting
of  normal recurring accruals) considered necessary for a fair presentation have
been  included.  Operating  results  for  the three-month and nine-month periods
ended  September 30, 1999 are not necessarily indicative of the results that may
be  expected  for  the  year ending December 31, 1999.  For further information,
refer to the consolidated financial statements and footnotes thereto included in
the  Company's  annual report on Form 10-K for the year ended December 31, 1998.

Amounts  in  prior  periods'  condensed  consolidated  financial  statements are
reclassified whenever necessary to conform with the current year's presentation.


(2)     Dividends  Per  Share
        ---------------------

On  July  14, 1999 the Board of Directors declared a semi-annual $5.75 per share
dividend  on common stock, payable August 2, 1999 to shareholders of record July
14, 1999.  The Company declared a semi-annual $5.75 per share dividend on common
stock  on  January  13, 1999, payable February 1, 1999 to shareholders of record
January  13,  1999.

(3)     Earnings  Per  Share
        --------------------

Basic  earnings  per  common  share is calculated by dividing net income for the
period  by  the weighted average number of shares outstanding during the period.
Diluted earnings per share includes the maximum dilutive effect of stock options
issuable  upon  conversion of the options. The calculations of basic and diluted
earnings  per  share  follow  (income  in  thousands):
<TABLE>

<CAPTION>



                                                  Net    Average   Per
                                                Income   Shares   Share
                                                -------  -------  ------
For the three months ended September 30, 1999
<S>                                             <C>      <C>      <C>
Basic earnings per share:
  Net income applicable to common shareholders  $   604  158,941  $ 3.80
                                                                  ======
  Effect of assumed exercise of stock options         -      582
                                                -------  -------
Diluted earnings per share:
  Income available for common shareholders and
    assumed exercise of stock options           $   604  159,523  $ 3.79
                                                                  ======

For the three months ended September 30, 1998

Basic earnings per share:
  Net income applicable to common shareholders  $ 1,054  160,356  $ 6.57
                                                                  ======
  Effect of assumed exercise of stock options         -        -
                                                -------  -------
Diluted earnings per share:
  Income available for common shareholders and
    assumed exercise of stock options           $ 1,054  160,356  $ 6.57
                                                                  ======
</TABLE>




                                                                        Page  6
<PAGE>
<TABLE>

<CAPTION>




                                                  Net    Average   Per
                                                Income   Shares   Share
                                                -------  -------  ------

For the nine months ended September 30, 1999
<S>                                             <C>      <C>      <C>
Basic earnings per share:
  Net income applicable to common shareholders  $ 1,529  159,246  $ 9.60
                                                                  ======
  Effect of assumed exercise of stock options         -      363
                                                -------  -------
Diluted earnings per share:
  Income available for common shareholders and
    assumed exercise of stock options           $ 1,529  159,609  $ 9.58
                                                                  ======

For the nine months ended September 30, 1998

Basic earnings per share:
  Net income applicable to common shareholders  $ 2,854  160,528  $17.79
                                                                  ======
  Effect of assumed exercise of stock options         -        -
                                                -------  -------
Diluted earnings per share:
  Income available for common shareholders and
    assumed exercise of stock options           $ 2,854  160,528  $17.79
                                                                  ======
</TABLE>




(4)     Stock  Option  Plan
        -------------------

The  Company's incentive stock option program for employees authorizes grants of
options  to  purchase  up  to  16,000 shares of common stock.  At its March 1999
meeting,  the  Board  of  directors  granted,  effective  January 1, 1999, 4,571
non-qualified  options  to  certain  employees.  3,210  options  were granted in
replacement  of the future appreciation of previously granted Stock Appreciation
Rights  and  Phantom  Stock  Awards.  The  remaining  options  were  granted  to
management  under  the  Company's  incentive  compensation  plan  for  1998's
performance.  The  options  were  granted  with  an  exercise price equal to the
estimated  fair  value  of  the common stock on the grant date.  The options are
exerciseable  at  times varying from five years to seventeen years.  The options
are  fully  vested  and  have  no  set  expiration  date.

The  Company applies APB Opinion No. 25 in accounting for its stock option plan,
and  accordingly,  no  compensation cost has been recognized for its fixed-award
stock  options  in  the  condensed  consolidated  statement  of  income.  Had
compensation  cost  been determined based on the fair value at the grant date of
the  stock options using option valuation models consistent with the approach of
FASB  Statement No. 123, the Company's net income and earnings per share for the
nine  month  period  ended September 30, 1999 would have been reduced to the pro
forma  amounts  indicated  below  (net  income  in  thousands):

Net  income:
  As  reported                                $   1,529
  Pro  forma                                  $   1,294

Earnings  per  share                   Basic                 Diluted
                                       -----                 -------
  As  reported                     $    9.60               $    9.58
  Pro  forma                       $    8.13               $    8.11



The  per  share  fair  value of stock options granted during 1999 of $76.89, was
determined  using  the  Black-Scholes  option-pricing  model  with the following
weighted  average  assumptions:
<TABLE>

<CAPTION>



<S>                      <C>
Expected dividend yield        3.09%
Risk free interest rate        4.92%
Expected life            12.9 years
Volatility                    14.73%
</TABLE>



                                                                        Page  7
<PAGE>


(5)     New  Accounting  Pronouncement
        ------------------------------

In  June  1999  the  Financial Accounting Standards Board deferred the effective
date  of  FASB Statement No. 133 entitled "Accounting for Derivative Instruments
and  Hedging  Activities"  for  one  year.  Statement  No.  133  establishes
comprehensive  accounting  and reporting requirements for derivative instruments
and  hedging  activities.  The  statement  requires  companies  to recognize all
derivatives  as  either  assets or liabilities, with the instruments measured at
fair  value.  The accounting for gains and losses resulting from changes in fair
value of the derivative instrument depends on the intended use of the derivative
and  the type of risk being hedged.  The statement's effective date was deferred
in  June  1999  by FASB and is now effective for the Company for fiscal quarters
beginning  January  1,  2001.  Earlier adoption is still permitted.  The Company
holds  no  free-standing  derivative  instruments  at  September  30,  1999  and
management  does  not  anticipate  that adoption of the new standard will have a
material  effect  on  the  Company's  financial  statements.



Item  2. Management's Discussion and Analysis of Financial Condition and Results
of  Operations
     September  30,  1999

The  following  is  management's  discussion and analysis of certain significant
factors  which  have  affected  the  Company's  financial position and operating
results  during  the periods included in the accompanying condensed consolidated
financial  statements.  Management's  discussion  and  analysis  supplements
management's  discussion  and  analysis  for  the  year  ended December 31, 1998
contained  in  the Company's Form 10-K and includes certain known trends, events
and  uncertainties that are reasonably expected to have a material effect on the
Company's  financial  position  or  operating  results.

Overview
--------

The Company continued its expansion activities in the third quarter of 1999 with
the  opening  of  the Honeoye Falls banking office on September 27.  This is the
Company's  fourth  new  office  in  the  past  twelve  months.  Two  offices are
scheduled  to open in the fourth quarter in Irondequoit and Perinton.  While the
Company  believes  that it initiated the most rapid expansion into Monroe County
of  its competitors, recently two banks opened new branches and one announced an
opening for the fourth quarter.  Additionally, the County's largest credit union
continues  to  expand  its  branch  network.

Financial  Condition  and  Results  of  Operations
--------------------------------------------------

Three  months  ended  September  30,  1999
------------------------------------------

Asset  growth  during  the  third quarter of 1999 increased significantly as the
Company's  expansion  into  the  Rochester market took hold. As of September 30,
1999, total assets of the Company were $488.5 million, up from $461.7 million at
June  30,  1999.  Cash  and  cash  equivalents  increased  $2.9 million to $24.9
million.  Securities  showed  a minor decrease of $0.6 million to $73.6 million.
Net  loans  increased $24.0 million to $364.5 million, and all other assets rose
$.4  million  to  $25.4  million.

Total  deposits  at  September  30,  1999  were $436.9 million and were up $42.8
million  from  June  30,  1999.  Our  four  newest  community banking offices in
Webster/Penfield, Greece, Chili and Honeoye Falls accounted for $15.7 million of
the  quarter's  deposit  growth.  Deposit  growth is coming across all products,
particularly  the  "Generations Gold" suite of accounts, "Business Choice Sweep"
account,  and  "Grand  Opening  CD Specials".  Due to the strong deposit growth,
borrowings from FHLB were reduced  $15.9 million to $6.0 million in the quarter.
Other  liabilities  increased  by  $.4  million  to  $3.9  million.



                                                                        Page  8
<PAGE>

The quality of the Company's assets continued to improve during the quarter with
non-performing  loans  less  than  0.5%  of total loans at September 30, 1999 as
compared  to  the same period in 1998.  Other real estate owned was $0.3 million
lower than at June 30, 1999 due to the Bank's liquidation of one commercial real
estate  property.  As  a result of the loan portfolio's growth the provision for
loan  loss increased to $0.3 million for the quarter versus $0.2 million for the
same  quarter  of  1998.

Net  income  for  the three-month period ended September 30, 1999 was consistent
with management's projections at $.6 million as compared to $1.1 million for the
same  period in 1998.  Basic earnings per share decreased by $2.77 or 42.2% from
the  same  period  and  fully  diluted  earnings per share decreased by $2.78 or
42.3%.  For  the  three  months  ended  September  30, 1999, net interest income
increased  $.5  million  or  10.0%  from the same period in 1998, reflecting the
growth  in  the  loan  portfolio, offset by their reduced yields following heavy
repricing  activity  and  a  75 basis point prime rate drop in late 1998.  Major
banks  increased  their  prime rate 50 basis points during the quarter to 8.25%,
reflecting  the  Federal  Open Market Committee's 50 basis point increase in the
target  federal  funds  rate  during  the  same  period.

Average  interest  earning  assets for the three months ended September 30, 1999
increased  $24.3 million from June 30, 1999 and $47.4 million from September 30,
1998.  The yields on these assets were 7.96%, 7.56% and 8.19%, respectively; the
year-on-year  decline  resulting  from loan refinancings due to 1998's declining
interest  rate  environment.  Average  interest bearing liabilities for the same
periods  increased $21.0 million and $51.6 million, respectively.  Rates paid on
these  liabilities  during  the  same three periods were 3.73%, 3.67% and 4.04%,
respectively.  The  8 basis point reduction in interest spread for the September
30,  1999  versus  September  30,  1998 quarters is reflective of both asset and
liability  yield  reductions  and  the $4.2 million increase in interest bearing
liabilities  over  interest  earning  assets.  In  the third quarter of 1999 the
Company's net interest margin rose to 4.86% from 4.52% at June 30, 1999 and down
from  4.96%  at  September 30, 1998.  The declining trend in net interest margin
seen  during  1997  and  most  of  1998  seems  to be showing some leveling off,
particularly  as  the Company reduces its higher cost FHLB borrowings.  However,
interest spread and margin are not anticipated to rise to pre-1998 levels as the
Company  further expands into the highly competitive Monroe County region. Refer
to Interest Rate Sensitivity and Asset / Liability Management Review section for
a  further  discussion  of  interest  rate  risk  management.

Other  income  for the quarter ended September 30, 1999 increased $.2 million to
$1.8  million  over  the  same  quarter  in 1998.  The increase was reflected in
service  charges, attributed increased transaction volume and changes in account
fee  structures,  and  trust  income,  attributed  due to growth in assets under
management.  Other  operating  income  increased  on  growth in mortgage banking
related  activities.

Operating expenses increased $1.2 million for the quarter to $5.9 million versus
$4.7  million  for  the  1998 third quarter.  These increases came in nearly all
expense  categories,  reflecting  growth  in  customers,  employees  and banking
offices.  Marketing  and public relations increased over 140% as a result of the
Company's  television  campaign  begun  in  February  1999.

The  Company's  effective  tax  rate  for  the  quarter ended September 30, 1999
increased to 32.2% from 30.3% for the same period of 1998.  The third quarter of
1999  showed  a  higher  than normal effective rate for the Company due to a $51
thousand  reduction  in  the value of net deferred tax assets following New York
State's  tax  law  change.  The  Company's marginal New York State tax rate will
fall  from 9.0% in 1999 to $7.5% in 2003.  Under the provisions of SFAS No. 109,
the  Company must recognize the full effect of tax law changes in the quarter of
the  legislative  enactment.


Nine  months  ended  September  30,  1999
-----------------------------------------

Total  assets  of  the  Company  were  $488.5 million, up from $428.0 million at
December  31,  1998.  Cash  and cash equivalents increased $0.7 million to $24.9
million.  Securities  showed  a minor increase of $0.7 million to $73.6 million.
Net  loans  increased $56.0 million to $364.5 million, and all other assets rose
$3.0  million  to  $25.4  million.


                                                                        Page  9
<PAGE>

Total  deposits  were up $60.4 million from December 31, 1998, with the four new
offices  accounting  for  $26.3  million  of the year's deposit growth.  For the
first  nine  months  of 1999 borrowings from FHLB were down $1.1 million to $6.0
million  as deposit growth outpaced loan growth.  Other liabilities increased by
$2.0  million  to  $3.9  million.

Net  income  for  the  nine-month period ended September 30, 1999 was consistent
with  management's  projections  at $1.5 million as compared to $2.9 million for
the  same  period in 1998.  Basic earnings per share decreased by $8.19 or 46.0%
from the same period and diluted earnings per share decreased by $8.21 or 46.1%.
For  the nine months ended September 30, 1999, net interest income increased $.6
million  or 4.1% from the same period in 1998, reflecting the growth in the loan
portfolio,  offset  by  their  reduced  yields.

For  the nine months ending September 30, 1999, average interest earning assets,
increased  $32.5  million  to  $413.3  million  from $380.8 million for the nine
months  ended September 30, 1998.  However the yields on these assets were 7.70%
and  8.08%, respectively.  For the nine months ended September 30, 1999, average
interest  bearing  liabilities  increased  $35.3  million  as  compared  to  the
comparable  prior  year  period.  Rates paid on these liabilities were 3.70% and
4.03%,  respectively.  This  5  basis  point  drop  in  interest  spread for the
September  30,  1999  versus  September  30,  1998  nine-month periods had a $.7
million negative impact on net interest income and was made up by volume growth.
Through  the  first  three  quarters  of  1999 the Company's net interest margin
declined  to  4.63%  from  4.83%  for  the nine months ended September 30, 1998.

Other  income for the nine months ended September 30, 1999 increased $.8 million
to  $5.2  million  over  the same period in 1998.  The increase was reflected in
service  charges  and  trust  income.

Operating  expenses  increased $3.1 million for the nine months to $16.4 million
versus  $13.3  million  for  the 1998 period.  These increases came primarily in
salaries  and benefits, occupancy, marketing and public relations, and supplies,
printing  and  postage,  reflecting  growth  in customers, employees and banking
offices.

The  Company's  effective  tax rate for the nine-months ended September 30, 1999
declined  to  32.0%  from  33.4%  for  the  same period of 1998. The first three
quarters  of  1998  showed  a  higher  effective rate for the Company due to the
recognition  of  non-deductible  permanent  differences.


Liquidity
---------

Liquidity is defined as the ability to generate adequate amounts of cash to meet
the  demand  from  depositors  who wish to withdraw funds, borrowers who require
funds,  and  capital  expansion.  Liquidity  is  produced  by  cash  flows  from
operating,  investing,  and  financing  activities of the Company.  For the nine
months  ended  September 30, 1999 the Company generated $0.7 million in cash and
cash  equivalents  versus  generating  $4.2 million for the same period in 1998.

Net  cash from operating activities was $6.2 million in 1999 as compared to $3.2
million  in 1998.  Both the largest source and use of operating cash in 1999 and
1998  was  mortgage  banking  activity.

Due  to  strong  loan  demand and bank office expansion in 1999 $62.4 million in
cash  was used for investing activities (investments, loans and fixed assets) as
opposed  to  a  use  of  $  4.3  million  in  1998.

Financing  activities provided $56.9 million of cash in 1999 versus $5.3 million
in 1998.  In both periods, net deposit growth provided the bulk of the cash, yet
in  1999  this  was used to fund loans, while in 1998 the cash was used to repay
FHLB  advances.

FHLB  advances  remain an important liquidity source for the Company.  With $6.0
million  outstanding  at September 30, 1999 the Company had additional borrowing
capacity  from  the  FHLB  of  $36.0  million. Secondarily, the Company opened a
liquidity  source  in 1998 through the sale of its CD's in the national brokered
market,  which  remains  available  in  1999.  Cash  for  growth

                                                                        Page  10
<PAGE>

for  the  remainder  1999  is expected to come from these two sources as well as
customer  deposits  as  the  Company  expands  into  Monroe  County.

As  part  of  its  year 2000 contingency planning, the Company established a $79
million  credit  facility with the Federal Reserve Bank of New York.  If needed,
these  funds  will  be  used  to  provide cash and lines of credit to the Bank's
customers  during  the century date change.  The facility is collateralized with
$98.5  million  of  the  Company's  indirect  automobile  loans.


Interest  Rate  Sensitivity  and  Asset  /  Liability  Management  Review
-------------------------------------------------------------------------
(Item  3  Quantitative  and  Qualitative  Disclosures  about  Market  Risk)

The  Company realizes income principally from the differential or spread between
the interest earned on loans, investments and other interest-earnings assets and
the  interest  paid on deposits and borrowings. Loan volumes and yields, as well
as the volume of and rates on investments, deposits and borrowings, are affected
by  market  interest rates. Additionally, because of the terms and conditions of
many  of the Company's loan documents and deposit accounts, a change in interest
rates  could  also  affect the projected maturities of the loan portfolio and/or
the  deposit base, which could alter the Company's sensitivity to future changes
in  interest  rates.  Accordingly, management considers interest rate risk to be
the  Company's  most  significant  market  risk.
Interest  rate  risk  management focuses on maintaining consistent growth in net
interest  income  within  Board approved limits while taking into consideration,
among  other  factors, the Company's overall credit, operating income, operating
cost, and capital profile. The Company's Asset/Liability Committee (ALCO), which
includes  senior  management and reports to the Board of Directors, monitors and
manages  interest  rate  risk  to  maintain an acceptable level of change to net
interest  income  as  a  result  of  changes  in  interest  rates.
Management  of  the  Company's  interest  rate  risk,  requires the selection of
appropriate  techniques  and  instruments  to  be utilized after considering the
benefits,  costs  and  risk  associated  with available alternatives.  Since the
Company does not utilize derivative instruments, management's techniques usually
consider  one  or more of the following: (1) interest rates offered on products,
(2)  maturity  terms offered on products, (3) types of products offered, and (4)
products  available to the Company in the wholesale market such as advances from
the  FHLB.


The  Company  uses an interest margin simulation model as one method to identify
and  manage  its interest rate risk profile. The model is based on expected cash
flows  and  repricing  characteristics  for  all  financial  instruments  and
incorporates  market-based assumptions regarding the impact of changing interest
rates  on  these  financial  instruments.  Assumptions  based  on the historical
behavior  of deposit rates and balances in relation to changes in interest rates
are also incorporated into the model. These assumptions are inherently uncertain
and,  as  a  result,  the  model cannot precisely measure net interest income or
precisely  predict  the impact of fluctuations in interest rates on net interest
income.  Actual  results  will  differ  from  simulated  results  due to timing,
magnitude,  and  frequency of interest rate changes as well as changes in market
conditions  and  management  strategies.

Management  also  uses  the  static  gap  analysis  to  identify  and manage the
Company's  interest  rate  risk  profile.   Interest  sensitivity  gap  ("gap")
analysis measures the difference between the assets and liabilities repricing or
maturing  within  specific time periods. There has been no significant change in
the  Company's  interest  rate  risk  profile  since  December  31,  1998.

Capital  Resources
------------------

The  Company  and  Bank  are  subject to various regulatory capital requirements
administered  by  the  federal banking agencies. Failure to meet minimum capital
requirements  can  initiate  certain  mandatory  -  and  possibly  additional
discretionary  -  actions by regulators that, if undertaken, could have a direct
material  effect  on  the  Company's  and  Bank's  financial  statements.  Under

                                                                        Page  11
<PAGE>

capital  adequacy  guidelines and the regulatory framework for prompt corrective
action,  the Company and Bank must meet specific capital guidelines that involve
quantitative  measures  of  the  Company's  and  Bank's assets, liabilities, and
certain  off-balance-sheet  items  calculated  under  regulatory  accounting
practices. The Company's and Bank's capital amounts and classifications are also
subject  to  qualitative  judgments  by  regulators  about  components,  risk
weightings,  and  other  factors.

The  Company's  assets  have  grown  at an annualized rate of 19% in 1999, while
stockholder's  equity has been reduced by 3%.  For several years, management has
been  growing  the  balance  sheet,  while  moderating  the  growth of equity to
leverage  shareholders'  investment.  Through peer and other analyses management
determined  sustained  balance  sheet  growth  to  be  in  the  best interest of
shareholders, customers, the community and employees.  This plan, by design, has
resulted  in  declining  capital  ratios.  While  the  Bank  and the Company are
adequately  capitalized,  their  capital  ratios  are  anticipated  to  continue
declining  due  to  balance  sheet  growth.

As  of  September 30, 1999 all capital adequacy requirements were met.  Also, as
of  September  30,  1999,  the  most  recent notification from the Office of the
Comptroller  of  the Currency categorized the Bank as well-capitalized under the
regulatory  framework  for  prompt  corrective  action.  To  be  categorized  as
well-capitalized,  the Bank must maintain certain minimum total risk-based, Tier
I  risk-based,  and  Tier I leverage ratios as set forth in the following table.
<TABLE>

<CAPTION>

                                                                              To Be Well-
                                                                              Capitalized
                                                                              Under Prompt
                                                              For  Capital     Corrective
                                                                Adequacy         Action
                                               Actual           Purposes        Provisions
                                            ---------------  ---------------  ---------------
(dollars in thousands)                      Amount   Ratio   Amount   Ratio   Amount   Ratio
                                            -------  ------  -------  ------  -------  ------
<S>                                         <C>      <C>     <C>      <C>     <C>      <C>
As of September 30, 1999
  Total Capital (to risk weighted assets)   $39,813   10.7%  $29,767    8.0%  $37,208   10.0%
  Tier 1 Capital (to risk weighted assets)  $36,002    9.7%  $14,883    4.0%  $22,325    6.0%
  Tier 1 Capital (to average assets)        $36,002    7.6%  $18,992    4.0%  $23,740    5.0%

As of December 31, 1998
  Total Capital (to risk weighted assets)   $39,956   13.0%  $24,620    8.0%  $30,776   10.0%
  Tier 1 Capital (to risk weighted assets)  $36,564   11.9%  $12,310    4.0%  $18,465    6.0%
  Tier 1 Capital (to average assets)        $36,564    8.6%  $16,977    4.0%  $21,221    5.0%
</TABLE>

Allowance  for  Loan  Losses  and  Non-Performing  Assets
---------------------------------------------------------

Allowance  for  Loan  Losses
----------------------------

Changes  in  the  allowance  for  loan  losses  for the nine-month periods ended
September  30,  1999  and  1998  are  as  follows  (dollars  in  thousands):
<TABLE>

<CAPTION>



                                                 September 30,
                                           ------------------------
                                                1999         1998
                                           ---------------  -------
<S>                                        <C>              <C>
Balance at beginning of period             $        3,283    3,153
Provision for loan losses                             826      641
Loans charged off                                    (693)    (859)
Recoveries on loan previously charged off             395      433
                                           ---------------  -------
Balance at end of period                   $        3,811   $3,368
                                           ===============  =======
</TABLE>




                                                                        Page  12
<PAGE>






         Allowance as a percentage of total period end loans     1.03%     1.06%
                                                                 =====     =====

         Allowance as a percentage of non-performing loans      329.7%    109.7%
                                                                ======    ======



At  September  30,  1999,  the  recorded investment in loans that are considered
impaired  totaled  $1.2 million as compared to $2.1 million at December 31, 1998
and  $2.6  million  at  September  30, 1998.  The average recorded investment in
impaired  loans  during the nine month periods ended September 30, 1999 and 1998
were  approximately $1.6 million and $2.6 million, respectively.  For those same
periods  interest  income  recognized  on  impaired  loans  was  not  material.
Total  non-performing  loans  decreased  over  the  twelve-month  period by $1.9
million  to  $1.2  million  at September 30, 1999 as compared to $3.1 million at
September  30, 1998. The decrease has come from commercial loans and real estate
secured  loans.  Management  attributes  the decrease to a combination of strict
underwriting  procedures,  strong  collection  efforts  and  a relatively stable
economic  cycle  in  the  Company's  market.  However, in October 1999, one $800
thousand commercial real estate loan was placed on non-accrual status due to the
borrowers'  delinquent  principal  payments.
Other  real  estate owned consists of three parcels of property, all commercial,
for  $1.7  million. The increase in other real estate owned from the same period
in  1998 is a result of the addition of two properties in 1999, net liquidations
of  five  properties  in  1999.

Non-Performing  Assets
----------------------
<TABLE>

<CAPTION>

                              Non-Performing Assets
                             (Dollars in thousands)


                                                      September 30,
                                                -----------------------
                                                     1999         1998
                                                ---------------  ------
<S>                                             <C>              <C>
Loans past due 90 days or more and accruing
Commercial, financial & agricultural            $           19     245
Real estate-commercial                                       -     108
Real estate-residential                                      -     111
Consumer                                                    71      51
                                                ---------------  ------
Total past due 90 days or more and
  accruing                                                  90     515
                                                ---------------  ------

Loans in non-accrual status
Commercial, financial & agricultural                       623   1,440
Real estate-commercial                                     180     753
Real estate-residential                                    263     362
Consumer                                                     -       -
                                                ---------------  ------
Total non-accrual loans                                  1,066   2,555
                                                ---------------  ------
Total non-performing loans                               1,156   3,070
                                                ---------------  ------

Other real estate owned
Commercial                                               1,742   1,383
Residential                                                  -       -
                                                ---------------  ------
Total other real estate owned                            1,742   1,383
                                                ---------------  ------
Total non-performing assets                     $        2,898   4,453
                                                ===============  ======

Non performing loans to total loans period end            0.31%   0.98%
                                                ===============  ======

Non performing assets to total loans and
 other real estate at period end                          0.78%   1.41%
                                                ===============  ======

<FN>

The  Company  has  no  restructured  loans.
</TABLE>




                                                                        Page  13
<PAGE>

Year  2000
----------

The  Company  began  reviewing  its  year  2000  conversion  needs  in  1995 and
established a Year 2000 Project Committee that meets to review the status of the
conversion. The committee continues to direct the Company's Year 2000 activities
under  the framework of the Federal Financial Institutions Examination Council's
(FFIEC)  Five  Step  Program,  which  includes  the  following:
     1.  Awareness  Phase
     2.  Assessment  Phase
     3.  Renovation  Phase
     4.  Validation  Phase
     5.  Implementation  Phase
The  Company  has  segregated  its systems into two main categories: (1) Mission
Critical  and  (2)  Other.  Mission Critical systems are those systems (hardware
and  software)  that  are vital to the successful continuance of the Canandaigua
National  Bank  and Trust's core banking and trust operations. Other systems are
those  used  by  the  Company  and  its  related  non-bank subsidiaries that are
considered  non-mission  critical.

A  comprehensive  review to identify the systems affected by the year 2000 (Y2K)
issue  was  completed  in  1997  and  an  implementation  plan  was compiled and
executed.  The  Company  has  completed all of the above phases of its year 2000
compliance  plan.

The  Company has not spent material amounts with outside contractors. Therefore,
costs  do not represent any material incremental costs, but rather represent the
redeployment  of existing technology resources. In the opinion of management the
"opportunity cost" from 1996 through 2000 approximates $3.0 million and is based
upon  an  estimate  of  the  time  for  internal  staff  to complete testing and
remediation efforts multiplied by an estimated hourly rate.  Out-of-pocket costs
for  testing  and  other  services are no more than $300,000, most of which were
expended  in  1999.

If  the  Company's  systems were to cease processing due to a year 2000 failure,
management  believes any interruption would be short-lived. The Company assesses
its worst case Year 2000 scenarios to include: (1) material credit losses due to
Year  2000 failures adversely affecting its commercial banking customer base and
(2)  liquidity  strain  resulting  from  potential  disruption  of the financial
markets  stemming  from  significant  Year  2000  failures.
Because  of these potential risks, the Company has developed and is implementing
the  following  plans:

The  Company  has prepared a business continuity plan for its Bank operations to
consider  the  impact  of  Year  2000.  The  plan  includes,  among other items:

1.  Identification of responsible individual or team, and key personnel required
for  business
    resumption.
2.  Development  of  a  recovery  plan  for  each  core  business  process.
3.  Creation of a master list of customer, clients, suppliers, and institutions.
4.  An  inventory  of  machines,  documents,  electronic  files  required  for
resumption.
5.  Identification  of  a  location  for  business  resumption.
6.  Creation  of  printouts  of  warehoused  (in-process)  transactions.
7.  Use  of  manual  processing  procedures  if  necessary.
8.  Training  of  key  personnel  to  implement  plan.

Testing  of the Business Resumption Contingency Plans was successfully performed
during  the  second  quarter  of  1999.

The  Company  is  also  subject, either directly or indirectly, to the year 2000
issue  with  respect to external parties, particularly commercial loan customers
and  transaction processing parties.  The Bank is addressing its exposure to its
commercial  loan  customers  by  reviewing  customers'


                                                                        Page  14
<PAGE>

plans  and  procedures  for  remediating  their  year 2000 risk.  This review is
carried  out  in  the context of the Bank's initial underwriting process for new
requests,  annual  loan review process for existing relationships, and quarterly
for  all  problem  loans  and  relationships  which  are

internally  rated  medium  or  high  risk for Y2K.  To assist in this evaluation
process,  borrowers have completed a bank prepared Y2K assessment questionnaire.
The  Bank  has  reviewed  a  majority  of  its commercial loan customers and has
classified  the entire loan portfolio in a "low-medium-high" risk rating system.
Using  this  system,  management assessed the Bank's risk of loan loss.  Through
this  assessment  process,  the  Company has allocated a specific level of their
loan  loss  reserve  for  medium  and  high  risk  rated credits.  However, this
allocation  for  year  2000  risk has not resulted in a material increase in the
Bank's  allowance  for  loan  loss.  "

The Company's most important third party vendors are the Federal Reserve Bank of
New  York (Fedline), NYCE, and NYACH.  Each of these vendors plays a role in the
payment  exchange  system,  such  as  check  clearing,  ATM  processing  and ACH
postings.  A failure of any or all of these vendors to carry out their functions
would  result  in  a  delay  in  posting customer transactions.  The Company has
successfully  completed  testing  with  each  of  these  vendors.

The  Company's  Year  2000  efforts  constitute an important technology project.
Management  views  these efforts as opportunities for technological advancement,
which  will  ultimately  increase  customer  service  and  shareholder  value.








































                                                                        Page  15
<PAGE>

PART  II  --  OTHER  INFORMATION

                CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES


Item  1.  Legal  proceedings

None

Item  2.  Changes  in  securities  and  use  of  proceeds

None

Item  3.  Defaults  upon  senior  securities

None

Item  4.  Submission  of  matters  to  a  vote  of  security  holders

None

Item  5.  Other  information

None

Item  6.  Exhibits  and  reports  on  Form  8-K

(a)       Exhibits

  (3.i.)  Certificate  of  Incorporation,  of  the  Registrant,  as  amended

 (3.ii.)  By-laws  of  the  Registrant,  as  amended

    (27)  Financial  Data  Schedule

(b)       Reports  on  Form  8-K
None
























                                                                       Page  16
<PAGE>

                                   SIGNATURES

                CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES


      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.



          CANANDAIGUA  NATIONAL  CORPORATION
          ----------------------------------
                                       (Registrant)



               November 12, 1999          /s/ George W. Hamlin, IV
               -----------------          ------------------------
                  Date          George W. Hamlin, IV, President


                November 12, 1999          /s/ Gregory S. MacKay
                -----------------          ---------------------
                   Date          Gregory S. MacKay, Treasurer








































                                                                        Page  17
<PAGE>


INDEX  OF  EXHIBITS

Exhibit

(3.i.)    Certificate  of  Incorporation,  of the         Exhibit A on Form 10-K
            Registrant,  as  amended                     for  the  year  ended
December
                                                       31,  1994

(3.ii.)   By-laws  of  the Registrant,                   Exhibits B on Form 10-K
            as  amended                                 for  the  year  ended
                                                       December  31,  1994
  (27)    Financial  Data  Schedule














































                                                                  Page 18
<PAGE>