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  March  31,  2002
                                    ----------------

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)


                                 (585) 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  May  6,  2002
                    -----                     ------------------------------
             Common  stock,  $20.00  par                  476,661















SAFE  HARBOR  STATEMENT
-----------------------

"Safe  Harbor"  Statement  under the Private Securities Litigation Reform Act of
1995:  This  report  contains  certain  "forward-looking statements" intended to
qualify  for  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  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

                                 MARCH 31, 2002

PART  I -- FINANCIAL INFORMATION                                            Page
                                                                            ----

Item  1.  Financial  Statements  (Unaudited)

Condensed  consolidated  balance  sheets  at  March  31,  2002
  and  December 31, 2001.                                                      1

Condensed  consolidated  statements  of  income  for  the  three-
  month  period ended March 31, 2002 and 2001.                                 3

Consolidated  statements  of  stockholders'  equity
  for  the three-month period ended March 31, 2002 and 2001.                   4

Consolidated  statements  of  cash  flows  for  the  three-
  month  period ended March 31, 2002 and 2001.                                 5

Notes  to  financial  statements
  at  March 31, 2002.                                                          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                                        10
    ----------------------------------


PART  II  --  OTHER  INFORMATION

Item  1.  Legal Proceedings                                                   15
Item  2.  Changes in Securities and Use of Proceeds                           15
Item  3.  Defaults Upon Senior Securities                                     15
Item  4.  Submission of Matters to a Vote of Security Holders                 15
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
                    March 31, 2002 and December 31, 2001 (Unaudited)
                      (dollars in thousands, except per share data)


                                                               March 31,   December 31,
                                                              -----------  -------------
Assets                                                           2002          2001
------------------------------------------------------------  -----------  -------------

                                                           <c>          <c>

Cash and due from banks                                       $   26,381         30,248
Interest-bearing deposits with other financial institutions        5,736          8,293
Federal funds sold                                                23,400          8,100
Securities:
  - Available for sale, at fair value                              1,596            534
  - Held-to-maturity (fair value of $118,920 in 2002 and
      $119,971 in 2001)                                          117,962        118,449
Loans:
  Commercial, financial & agricultural                            80,322         79,304
  Commercial mortgage                                            247,004        245,915
  Residential mortgage                                            82,741         85,402
  Consumer-auto indirect                                          79,640         85,243
  Consumer-other                                                  22,686         23,093
  Other                                                            1,045          1,603
  Loans held for sale                                              9,729         14,401
                                                              -----------  -------------
    Total loans                                                  523,167        534,961
  Less:  Allowance for loan losses                                (5,588)        (5,480)
                                                              -----------  -------------
    Loans - net                                                  517,579        529,481
Premises and equipment - net                                      16,796         17,062
Accrued interest receivable                                        3,753          3,201
Federal Home Loan Bank stock and Federal Reserve Bank stock        1,900          2,013
Other assets                                                       9,153          8,337
                                                              -----------  -------------
        Total Assets                                          $  724,256        725,718
                                                              ===========  =============


<FN>

                                          (Continued)
</TABLE>












                                                                      Page  1
<PAGE>
<TABLE>

<CAPTION>

                        CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
                              CONDENSED CONSOLIDATED BALANCE SHEETS
                        March 31, 2002 and December 31, 2001 (Unaudited)
                          (dollars in thousands, except per share data)



                                                              March 31,   December 31,
                                                             -----------  -------------
Liabilities and Stockholders' Equity                            2002          2001
-----------------------------------------------------------  -----------  -------------

                                                         <c>           <c>

Deposits:
  Demand
    Non-interest bearing                                     $   89,670         93,931
    Interest bearing                                             71,132         69,156
  Savings and money market                                      273,588        276,689
  Time deposits                                                 235,311        231,067
                                                             -----------  -------------
        Total deposits                                          669,701        670,843
Borrowings                                                        1,085          1,097
Accrued interest payable and other liabilities                    4,557          5,646
                                                             -----------  -------------
        Total Liabilities                                    $  675,343        677,586
                                                             -----------  -------------


Stockholders' Equity:
  Common stock, $20 par value; 2,000,000 shares authorized;
    486,624 shares issued in 2002 and 2001                        9,732          9,732
  Additional paid-in capital                                      6,931          6,931
  Retained earnings                                              33,166         32,428
  Treasury stock at cost (9,963 shares in 2002 and
    2001)                                                        (1,218)        (1,218)
  Accumulated other comprehensive income                            302            259
                                                             -----------  -------------
        Total Stockholders' Equity                               48,913         48,132
                                                             -----------  -------------
        Total Liabilities and Stockholders' Equity           $  724,256        725,718
                                                             ===========  =============
<FN>

See  notes  to  financial  statements.
</TABLE>

















                                                                        Page  2
<PAGE>

<TABLE>

<CAPTION>

                CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

      For the three month periods ended March 31, 2002 and 2001 (Unaudited)

                  (dollars in thousands, except per share data)


                                                            2002     2001
                                                           -------  ------

                                                        <c>      <c>
Interest income:
  Loans, including fees                                    $ 9,570   9,749
  Securities                                                 1,072   1,155
  Other                                                         88      32
                                                           -------  ------
        Total interest income                               10,730  10,936
                                                           -------  ------
Interest expense:
  Deposits                                                   3,738   4,804
  Borrowings                                                     9      89
                                                           -------  ------
      Total interest expense                                 3,747   4,893
                                                           -------  ------
      Net interest income                                    6,983   6,043
Provision for loan losses                                      241     438
                                                           -------  ------
      Net interest income after provision for loan losses    6,742   5,605
                                                           -------  ------

Other income:
  Service charges on deposit accounts                        1,076   1,078
  Trust income                                                 901   1,013
  Net gain on sale of mortgage loans                           294     219
  Other operating income                                       445     402
                                                           -------  ------
      Total other income                                     2,716   2,712
                                                           -------  ------

Operating expenses:
  Salaries and employee benefits                             3,940   3,713
  Occupancy                                                  1,241   1,210
  Marketing and public relations                               257     175
  Office supplies, printing and postage                        252     271
  FDIC insurance                                                90      49
  Other operating expenses                                   1,244   1,254
                                                           -------  ------
      Total operating expenses                               7,024   6,672
                                                           -------  ------

      Income before income taxes                             2,434   1,645
Income taxes                                                   718     486
                                                           -------  ------
      Net income                                           $ 1,716   1,159
                                                           =======  ======

Basic earnings per share                                   $  3.60    2.43
                                                           =======  ======
Diluted earnings per share                                 $  3.57    2.42
                                                           =======  ======
<FN>

See  notes  to  financial  statements
</TABLE>


                                                                        Page  3
<PAGE>
<TABLE>

<CAPTION>

                         CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

               For the three month periods ended March 31, 2002 and 2001 (Unaudited)

                           (dollars in thousands, except per share data)


                              Accumulated
                               Additional    Other
                                 Common     Paid in   Retained   Treasury   Comprehensive
                                 Stock      Capital   Earnings     Stock       Income       Total
                              ------------  --------  ---------  ---------  -------------  -------

                           <c>           <c>       <c>        <c>        <c>            <c>
Historical balance at
 January 1, 2002              $      8,110    8,553     32,428     (1,218)            259  48,132
  Comprehensive income:
    Change in unrealized
     gain on securities
     available for sale,
     net of taxes of $29                 -        -          -          -              43      43
    Net income                           -        -      1,716          -               -   1,716
                                                                                           -------
  Total comprehensive
   income                                                                                   1,759
                                                                                           -------
  Cash dividend - $2.05
   per share                             -        -       (978)         -               -    (978)
  Three-for-one stock split
   and increase in par value         1,622   (1,622)         -          -               -
                              ------------  --------  ---------  ---------  -------------  -------
Balance at March 31, 2002            9,732    6,931     33,166     (1,218)            302  48,913
                              ============  ========  =========  =========  =============  =======



Balance at January 1, 2001    $      8,110    8,532     28,687     (1,268)            208  44,269
  Comprehensive income:
    Change in unrealized
     gain on securities
     available for sale,
     net of taxes of $12                 -        -          -          -              14      14
    Net income                           -        -      1,159          -               -   1,159
                                                                                           -------
  Total comprehensive
   income                                                                                   1,173
                                                                                           -------
  Cash dividend - $1.98
   per share                             -        -       (960)         -               -    (960)
                              ------------  --------  ---------  ---------  -------------  -------
Balance at March 31, 2001            8,110    8,532     28,886     (1,268)            222  44,482
                              ============  ========  =========  =========  =============  =======

<FN>

See  notes  to  financial  statements
</TABLE>






















                                                                        Page  4
<PAGE>
<TABLE>

<CAPTION>

                CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

      For the three month periods ended March 31, 2002 and 2001 (Unaudited)

                             (dollars in thousands)



                                                             2002       2001
                                                           ---------  --------

                                                        <c>        <c>
Cash flow from operating activities:
  Net income                                               $  1,716     1,159
  Adjustments to reconcile net income to
    net cash from operating activities:
    Depreciation, amortization and accretion                    551       344
    Provision for loan losses                                   241       438
    Deferred income taxes                                      (110)     (100)
    Undistributed income from minority owned entities            (4)        -
    Originations of loans held for sale                     (44,382)  (13,278)
    Proceeds from sale of loans held for sale                49,054    13,823
    Increase in accrued interest receivable
      and other assets                                       (1,597)     (399)
    Increase (decrease) in accrued interest payable and
     other liabilities                                       (1,089)      318
                                                           ---------  --------
      Net cash provided by operating activities               4,380     2,305
                                                           ---------  --------

Cash flow from investing activities:
  Proceeds from call of FHLB stock                              315         -
  Purchase of FHLB stock                                       (202)        -
  Securities held to maturity:
    Proceeds from maturities and calls                       59,347    39,949
    Purchases                                               (59,809)  (59,452)
  Loans originated, net of repayments                         6,989    (8,752)
  Fixed asset purchases - net                                  (326)     (338)
  Investment in minority owned entity                             -      (636)
  Cash received from sale of other real estate                  314        12
                                                           ---------  --------
      Net cash provided by (used in) investing activities     6,628   (29,217)
                                                           ---------  --------

Cash flow from financing activities:
  Net (decrease) increase in demand, savings and money
    market deposits                                          (5,386)   20,894
  Net increase in time deposits                               4,244     8,911
  Repayment of overnight borrowings                               -    (3,400)
  Principal repayments on long-term borrowings                  (12)      (11)
  Dividends paid                                               (978)     (960)
                                                           ---------  --------
      Net cash provided by (used in) financing activities    (2,132)   25,434
                                                           ---------  --------

      Net increase (decrease) in cash & cash equivalents      8,876    (1,478)
  Cash & cash equivalents - beginning of period              46,641    28,254
                                                           ---------  --------
  Cash & cash equivalents - end of period                  $ 55,517    26,776
                                                           =========  ========

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest                                               $  3,913     4,764
                                                           =========  ========
    Income taxes                                           $    136        82
                                                           =========  ========
<FN>

See  notes  to  financial  statements
</TABLE>







                                                                        Page  5
<PAGE>


                CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
                    Notes to 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, 2001 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.  All references in the consolidated financial statements to
common  shares,  share  prices,  per  share  amounts  and  stick plans have been
restated  retroactively  for  the  stock  split, unless otherwise noted.  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  period  ended March 31, 2002, is not necessarily
indicative  of the results that may be expected for the year ending December 31,
2002.  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,  2001.

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

(2)     Changes  to  Common  Stock
        --------------------------

On January 9, 2002, the Board of Directors declared a three-for-one common stock
split,  subject  to the approval of stockholders of an increase in the number of
common shares authorized from 240,000 to 2,000,000 and a change in the par value
from  $50.00  per  share  to $20.00 per share.  The record date of the split was
January  9,  2002,  to  shareholders of record January 9, 2002. The stockholders
approved  the  increase  on March 13, 2002. All per share calculations have been
restated  to  reflect  the  stock  split.

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

The  Company  declared a semi-annual $2.05 per share dividend on common stock on
January 9, 2002, and paid February 1, 2002, to shareholders of record January 9,
2002.

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

Basic  earnings  per common share is calculated by dividing net income available
to  common  shareholders  by  the  weighted average number of shares outstanding
during  the  period.  Diluted  earnings  per share includes the maximum dilutive
effect of stock issueable upon conversion of stock options. Calculations for the
three-month periods ended March 31, 2002, and 2001 follow (dollars in thousands,
except  share  data):
<TABLE>

<CAPTION>




For the three months ended March 31,              2002      2001
                                                --------  --------

                                             <c>       <c>
Basic Earnings Per Share:
  Net income applicable to common shareholders  $  1,716  $  1,159
  Weighted average common shares outstanding     476,661   476,196
                                                --------  --------
      Basic earnings per share:                 $   3.60  $   2.43
                                                ========  ========


Diluted Earnings Per Share:
  Net income applicable to common shareholders  $  1,716  $  1,159
  Weighted average common shares outstanding     476,661   476,196
  Effect of assumed exercise of stock options      3,932     2,883
                                                --------  --------
    Total                                        480,593   479,079
                                                --------  --------
      Diluted earnings per share:               $   3.57  $   2.42
                                                ========  ========
</TABLE>



                                                                        Page  6
<PAGE>

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

The  Company's incentive stock option program for employees authorizes grants of
options  to purchase up to 48,000 shares of common stock.  In 2002, the Board of
Directors  granted 7,941 non-qualified options to management under the Company's
incentive  compensation  plan  for  2001's performance (7,179 in 2001 for 2000'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  four  years  to twenty-eight 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 valuation models consistent with the approach of SFAS
No.  123,  the  Company's net income and earnings per share for the year-to-date
periods  in  2002  and  2001  would  have  been reduced to the pro forma amounts
indicated  below  (net  income  in  thousands):

<TABLE>

<CAPTION>



For the three months ended March 31,   2002    2001
                                      ------  ------

                                   <c>     <c>
Net income:
  As reported                         $1,716  $1,159
  Pro forma                            1,506     994

Earnings per share:
  As reported:
    Basic                             $ 3.60  $ 2.43
    Diluted                             3.57    2.42
  Pro forma:
    Basic                             $ 3.16  $ 2.09
    Diluted                             3.13    2.07
</TABLE>



The  weighted  average  fair  value  of options granted during 2002 and 2001 was
$37.46  and  $32.51,  respectively.  The  fair  value  of  each  option grant is
estimated on the date of grant using the Black-Scholes option-pricing model with
the  following  weighted  average  assumptions:
<TABLE>

<CAPTION>



Grant year                  2002         2001
                         -----------  -----------

                      <c>          <c>
Dividend yield                 2.60%        2.61%
Risk free interest rate        5.07%        4.92%
Life                     13.2 years   10.4 years
Volatility                    13.30%       13.81%
</TABLE>




(5)     Contract  Termination  Costs  and  Sale  of  Credit  Card  Portfolios
        ---------------------------------------------------------------------

Approximately  $2.2 million of the Company's total credit card portfolio of $2.7
million at March 31, 2002, is included in "Loans held for sale" on the Condensed
Consolidated  Balance Sheet.  These loans were sold in April 2002 as part of the
Company's  previously  reported  realignment.  Total  gross  proceeds  were $2.2
million.  No  gain  or loss on the sale was recognized. The unsold balances, all
commercial  related, of $0.5 million have been converted to demand loans and are
carried  in "Commercial, financial & agricultural" on the Condensed Consolidated
Balance  Sheet.

The  balance  of the contract termination costs liability at March 31, 2002, was
$145,000, unchanged from December 31, 2001.  It is expected to be fully paid and
funded  through  operations  in 2002, when final termination costs are invoiced.

                                                                        Page  7




Notes  to  Financial  Statements  (continued)

(6)     Impact  of  Accounting  Standard  Adoption
        ------------------------------------------

The  Company  adopted  Financial Accounting Standards Board (FASB) Statement No.
142, "Goodwill and Other Intangible Assets," on January 1, 2002.  This statement
changed  the  accounting  for  goodwill  from  an  amortization  method  to  an
impairment-only  approach.  Thus,  amortization  of goodwill, including goodwill
recorded  in  past  business  combinations, ceased upon its adoption.  Since the
Company  had  no unamortized goodwill at December 31, 2001, the statement had no
impact.

The  Company also adopted FASB Statement No. 144, "Accounting for the Impairment
or  Disposal  of  Long-Lived  Assets,"  which  replaced  FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed  Of."  Statement  144  requires  long-lived assets held for sale or
disposal to be measured at the lower of carrying amount or fair value less costs
to  sell,  whether  reported  in  continuing  operations  or  in  discontinued
operations.  Therefore,  discontinued  operations  will no longer be measured at
net  realizable  value or include amounts for operating losses that have not yet
occurred.  The Statement also broadens the reporting of discontinued operations.
Although  adopted, the statement had no impact on the Company as it is dependent
upon  any  future  long-lived  assets  asset  disposal  decisions.


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


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, 2001,
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
--------

At  the  end  of  the  first  quarter of 2002, total assets were $724.3 million,
nearly  the  same as the year end December 31, 2001, of $725.7 million. However,
net  income for the quarter ended March 31, 2002, was $1.7 million, nearly fifty
percent  higher  than  the  $1.2  million  for  the first quarter of 2001. These
results are in line with the Company's internal budget and are reflective of the
20.9%  annualized  growth in average earning assets, combined with a modest 5.3%
annualized  growth  in  operating  expenses  year-on-year.

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

As of March 31, 2002, total assets of the Company were $724.3 million, down from
$725.7  million  at year-end 2001. Cash and bank balances decreased $6.4 million
to $32.1 million, resulting from the Company's reduced holdings of year-end cash
reserves  and  a  shift  to  federal funds sold.  Fed funds sold increased $15.3
million  or  189%  to  $23.4  million  at  the  quarter  end, due to higher than
anticipated  consumer  and  residential loan payoffs.  Securities increased $0.6
million  to $119.6 million to allow for collateralization of municipal deposits.
Net  loans  decreased $11.9 million to $517.6 million, and all other assets rose
$1.0  million  to  $31.6 million, reflective of earning asset and branch network
growth.






                                                                        Page  8

Total  deposits at March 31, 2002 were $669.7 million and were down $1.1 million
from December 31, 2001. However, nationally marketed brokered deposits decreased
$5.5  million  for the quarter, resulting in a net increase in local deposits of
$4.4  million for the quarter.  There was a minor shift to interest bearing from
non-interest  bearing  deposit  accounts  for the quarter.  Borrowings remain at
$1.0  million  as  the  increase in federal funds sold has reduced the Company's
demand  for overnight borrowing.  Other liabilities decreased by $1.0 million to
$4.6  million as a result of cash contributions to the Company's employee profit
sharing  and  other  retirement  plans  accrued  at  year  end  2001.

For  the  three  months  ended  March  31, 2002, average interest-earning assets
increased  $114.8  million  to  $665.5  million from $550.7 million for the 2001
first  quarter.  The tax-equivalent yields on these assets were 6.62% and 8.10%,
respectively--the decrease resulting from an overall decline in general interest
rates  during  2001.  For the same periods, average interest-bearing liabilities
increased  $112.9  million  to  $582.1 million from $469.2.  Rates paid on these
liabilities  were  2.57% and 4.17%, respectively, also reflecting general market
rate  decreases.  The  net  effect  of  these  yield  and  cost decreases was an
increased  spread  of  twelve  basis points; however, the lower overall interest
rate  environment  led  to  a  decreased  margin (net interest income to average
earning  assets)  of  nineteen  basis points.  The difference between spread and
margin  reflects  the  contribution  of non-interest bearing deposits - 32 basis
points  in  2002  and 62 basis points in 2001 - which dropped in 2002 due to the
lower  average  asset yields. The growth in interest-earning assets and interest
bearing  liabilities  had  a $1.2 million positive impact on net interest income
for  the  quarter  ended March 31, 2002, while the reduction in rates had a $0.3
million  negative impact on net interest income as compared to the first quarter
of  2001.  Refer  to  Interest Rate Sensitivity and Asset / Liability Management
Review  section  for  a  further  discussion  of  interest rate risk management.
<PAGE>

Other  income  for  the  quarter ended March 31, 2002, remained at $2.7 million.
Service  charges  on  deposit  accounts were $1.1 million at both quarters ended
March  31, 2002, and 2001.  While the number of accounts increased year on year,
new  product  offerings  -  "CNB  Options"  provide  customers  more  fee waiver
opportunities.  Trust  income declined $0.1 million attributed to a reduction in
estate  close-out  fees.  Both  the  book value and market value of assets under
management  have  increased year on year by approximately $25 million.  Net gain
on  the  sale  of mortgage loans was $0.3 million in 2002 versus $0.2 million in
2001  due to higher mortgage loan sales activity than 2001. In the first quarter
of  2001, the Company consolidated its mortgage origination operations which has
allowed  more  serviced loans to be retained than had been the case prior to the
consolidation.  Other  operating  income  remained  unchanged  at  $0.3 million.
Operating  expenses increased $0.4 million for the quarter ended March 31, 2002,
to  $7.0  million  versus $6.6 million for the 2001 first quarter.  The increase
came in nearly all expense categories, reflecting growth in customers, employees
and banking offices.  However, the growth rate of expenses at 5.3% is lower than
the growth rate of revenues (net interest income plus other operating income) at
10.8%,  resulting  in  increased  profitability.  The  Company's successful cost
containment  efforts  initiated in the last half of 2000 continued to pay off in
2002.  The  Company's efficiency ratio (Operating expenses to revenues) improved
to  72.4%  at  March  31  2002,  from  76.2%  at  March  31,  2001.
The  Company's  effective  tax  rate  was  29.5%  in  both  2002  and  2001.

Liquidity
---------

The  Board  of  Directors  has  set  general  liquidity guidelines, which can be
summarized  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.






                                                                        Page  9

Liquidity  needs  generally  arise  from asset origination and deposit outflows.
Liquidity  needs  can  increase  when  asset  generation (loans and investments)
exceed  net  deposit  inflows.  Conversely, liquidity needs are reduced when the
opposite  occurs.  In  these  instances, the needs are funded through short-term
FHLB  borrowings,  while excess liquidity is sold into the Federal Funds market.

The  Company  has two primary sources of non-customer (wholesale) liquidity: the
Federal  Home  Loan  Bank of New York (FHLB) and the Federal Reserve Bank of New
York.  At  March  31,  2002, residential mortgage loans with a carrying value of
approximately  $5.7  million  were pledged as collateral for the Bank's advances
and  letters  of credit from the Federal Home Loan Bank, and an additional $39.5
million  was  available for pledging.  Indirect automobile loans with a carrying
value  of  approximately  $78.1  million  were pledged as collateral for a $62.5
million  line  of  credit  from  the  Federal  Reserve  Bank  of  New  York.

Secondarily,  the Company uses the liquidity source of time deposit sales in the
national  brokered market.  This source is used from time to time to manage both
liquidity  and  interest  rate  risk  as conditions may require.  The balance of
these so-called "brokered deposits" amounted to $23.3 million at March 31, 2001,
versus  $28.9  million  at  year-end  2001.  However,  given  the Bank's current
classification  as  "Adequately Capitalized," an increase or renewal of brokered
deposits  requires  permission  from  the  FDIC.  Management does not anticipate
raising  brokered deposits for the remainder of 2002, as local deposit growth is
expected  to  outpace  asset  growth.  Should  the need arise, management has no
reason  to  believe  permission  would  be  denied.  In  addition,  during  2002
management intends to increase regulatory capital, which will return the Bank to
a  "well-capitalized"  classification.  Refer  to  Capital  Resources.

For  the quarter ended March 31, 2002, the Company generated $8.9 million in net
cash  and  equivalents  versus  using $1.4 million for the same quarter in 2001.

Net  cash provided by operating activities was $4.4 million in 2002, an increase
over  2001 from $2.3 million.  Both the largest source and use of operating cash
in  2002  and  2001  were  loans  held  for sale.  However, activity in 2002 was
significantly  higher  than  2001's  due to the effects of the continuing strong
mortgage  refinancing  market.

Cash provided by investing activities was $6.6 million in 2002 versus a usage of
$29.2  million in 2001.  Earnings assets decreased slightly in the first quarter
of  2002  versus  a  large  increase,  mainly  investments,  in  2001.

Cash  used  by  financing  activities  was $2.1 million in 2002 versus providing
$25.4  million  in  2001.  Net deposit activity was the main contributor in both
years.

For  the  remainder  of 2002, cash for growth is expected to come primarily from
customer  sources;  however,  a  portion  will  also come from the debt issuance
discussed in "Capital Resources."  Customer deposit growth is mainly expected to
come  from  Monroe  County  sources.

Less  material,  but a part of the Company's ongoing operations, and expected to
be  funded  by  normal operations, are liquidity uses such as lease obligations,
long-term  debt  repayments,  and  other  funding commitments. There has been no
material  change  from  the information presented in the December 31, 2001, Form
10-K.

<PAGE>
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.
                                                                        Page  10
Interest  rate  risk  management focuses on maintaining consistent growth in net
interest  income  within  Board  approved  policy  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)  includes the Bank's Chief Executive Officer, Chief Economist,
Chief  Financial  Officer, Senior Vice President of Retail Services, Senior Vice
President of Commercial Services and Senior Vice President of Sales.  It reports
to  the Board of Directors on its activities to monitor and manage interest rate
risk.
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  risks  associated with available alternatives.  Since the
Company  does  not  utilize  derivative  financial  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  and  brokered  time  deposits.
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 over a twelve-month period. 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.

Using  the  aforementioned  simulation  model, net interest earnings projections
reflect  an  increase  when  applying  the  rising  interest  rate  environment
management  projects  for  late  2002.  This  profile  has  changed little since
December  31,  2001.  Management projects interest rates to remain stable for at
least  the  first  half  of 2002 and rise modestly during the second half of the
year  as  the economy shows signs of recovery and the need for low-cost funds to
stimulate the market is reduced.  A net interest income increase is projected as
management  anticipates the ability to increase asset yields faster than deposit
rates,  if  and  when  market  rates  (federal  funds  rate)  rise.

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 also been no significant change
in  this  measurement  since  December  31,  2001.

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  possible  additional  -
discretionary  actions  by  regulators  that, if undertaken, could have a direct
material  effect on the Company's and Bank's financial statements. Under 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.







                                                                        Page  11

As  of  March  31,  2002,  the  most  recent notification from the Office of the
Comptroller  of  the  Currency  categorized the Bank as "adequately" capitalized
under  the  regulatory  framework  for  prompt  corrective  action.  This
classification  is  the  same  as  at  December  31, 2001, but lower than "well"
capitalized,  the  categorization of the Bank at March 31, 2001.  As reported in
prior  filings,  the  Bank's  asset growth was anticipated to exceed its capital
formation,  which  would  result  in a continuing trend toward declining capital
ratios.  The  decline  from  well-  to  adequately-capitalized primarily has two
impacts on the Bank and Company: (1) FDIC insurance increased on an annual basis
by  approximately  $0.2  million;  and  (2)  For  the  Bank  to renew or reissue
brokered  deposits,  it  will  be  required  to  obtain  approval from the FDIC.
Management  does  not  believe  either of these items will materially impact the
Company's  or Bank's financial condition, operations or liquidity.  In addition,
management  expects the Bank and Company to return to "well" capitalized in 2002
through  the  issuance  of  Trust  Preferred  Securities,  as  discussed  below.

Trust  Preferred  Issuance

In the second quarter of 2002, the Company intends to issue up to $20 million of
junior  subordinated  debentures through a wholly owned business trust.  Subject
to  regulatory approval, $15 million of the debentures will be considered Tier I
capital  of  the Company.  Certain proceeds of the issuance will be downstreamed
to  the  Bank.  This  is  expected  to  return  the  Bank  to "well" capitalized
categorization  by  the  end  of  the  third  quarter  of  2002.

The  Company will establish a wholly-owned statutory business trust formed under
Connecticut  law,  upon  filing  a  certificate  of  trust  with the Connecticut
Secretary  of  State.  The  Trust,  which  will be consolidated in the Company's
financial  statements, will exist for the exclusive purposes of: (i) issuing and
selling  30-year  guaranteed  preferred  beneficial  interests  in the Company's
junior subordinated debentures ("capital securities") in the aggregate amount of
up  to $20 million at a variable rate of interest based upon 3-month LIBOR; (ii)
using the proceeds from the sale of the capital securities to acquire the junior
subordinated  debentures issued by the Company; and (iii) engaging in only those
other  activities  necessary,  advisable  or  incidental  thereto.  The  junior
subordinated  debentures  will  be the sole asset of the Trust, and accordingly,
payments  under the Company-obligated junior debentures will be the sole revenue
of  the  Trust.  All  of the common securities of the Trust will be owned by the
Company.  The  Company  intends to use approximately $10 million of the proceeds
for  a  capital injection into the Bank.  The remaining proceeds will be used by
the Company for general purposes.  The Company's primary sources of funds to pay
interest  on the debentures owed to the Trust will be current dividends from the
Company's  subsidiaries  and  from interest earned on investment of the proceeds
not  injected  to  the  Bank.  Accordingly, the Company's ability to service the
debentures  is  dependent  upon the continued ability of subsidiaries, primarily
the Bank, to pay dividends to the Company.  Since the capital securities will be
classified  as debt for financial statement purposes, the tax deductible expense
associated  with  the capital securities will be recorded as interest expense in
the  condensed  consolidated  statement of income.  The Company expects to incur
approximately  $625,000  in  costs  to  issue  the  securities.
















                                                                        Page  12

<PAGE>

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

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

Changes in the allowance for loan losses for the three-month periods ended March
31,  2002  and  2001,  follow  (dollars  in  thousands):
<TABLE>

<CAPTION>



                                                           March 31,
                                                     -------------------
                                                        2002       2001
                                                     -----------  ------

                                                  <c>          <c>
Balance at beginning of period                       $    5,480   4,712
Provision for loan losses                                   241     438
Loans charged off                                          (218)   (349)
Recoveries on loans previously charged off                   85     104
                                                     -----------  ------
Balance at end of period                             $    5,588   4,905
                                                     ===========  ======

Allowance as a percentage of total period end loans        1.06%   1.05%
                                                     ===========  ======

Allowance as a percentage of non-performing loans          74.4%  194.3%
                                                     ===========  ======
</TABLE>



The  decrease in the provision for loan losses from the first quarter of 2001 to
the  first  quarter  of  2002  is  related  to  the  decrease  in net-chargeoffs
year-on-year  and  a  contraction of loans from 2001 (as seen in the table above
and  condensed  consolidated balance sheets).  The increase in the allowance for
loan  losses  from  $4.9 million at March 31, 2001, to $5.6 million at March 31,
2002,  is  due  to  overall  loan  portfolio  growth year-on-year.  The ratio of
allowance to non-performing loans decreased due to an increase in non-performing
loans,  driven mainly by one commercial real estate mortgage relationship, which
management  believes  is  fully  secured.



Impaired  Loans
---------------


                                 Impaired Loans*
                             (Dollars in thousands)


                                             Three         Twelve      Three
                                             months        months      months
                                              Ended         Ended       Ended
                                            March 31,    December 31,  March 31,
                                               2002          2001        2001
                                              -----         -----       -----
Recorded investment at period end          $  7,201         8,084       2,299
Impaired loans as percent of total loans      1.38%         1.51%       0.49%
Impaired loans with allowance                   238           273         -
Related allowance                               238           229         -
Average investment during the period          7,644         3,033       2,190

*  For  each  of  the  periods indicated, interest income recognized on impaired
loans  was  not  material.
Impaired loans decreased $0.9 million from December 31, 2001, to March 31, 2002,
reflecting  the  pay-off of a number of loans.  In addition, impaired loans as a
percentage of total loans outstanding has also fallen from 1.51% at December 31,
2001,  to 1.38% at March 31, 2002.  However, impaired loans increased from March
31,  2001,  to  March  31,  2002, by $4.9 million, reflective of the impact of a
slowing  economy  on  borrowers.



                                                                        Page  13
Non-Performing  Assets
----------------------
<TABLE>

<CAPTION>

                                 Non-Performing Assets
                                (Dollars in thousands)



                                                 March 31,   December 31,   March 31,
                                                   2002          2001          2001
                                                -----------  -------------  ----------

                                             <c>          <c>            <c>
Loans past due 90 days or more and accruing
Commercial, financial & agricultural            $        7             34         102
Real estate-commercial                                  48              -           -
Real estate-residential                                 43             69           -
Consumer                                               212            166         123
                                                -----------  -------------  ----------
Total past due 90 days or more and
  accruing                                             310            269         225
                                                -----------  -------------  ----------

Loans in non-accrual status
Commercial, financial & agricultural                 2,806          2,793         863
Real estate-commercial                               4,174          1,653       1,160
Real estate-residential                                221            209         276
Consumer                                                 -            333           -
                                                -----------  -------------  ----------
Total non-accrual loans                              7,201          4,988       2,299
                                                -----------  -------------  ----------
Total non-performing loans                           7,511          5,257       2,524
                                                -----------  -------------  ----------

Other real estate owned - commercial                 1,094          1,408       1,454
                                                -----------  -------------  ----------

Total non-performing assets                     $    8,605          6,665       3,978
                                                ===========  =============  ==========

Non performing loans to total period-end loans        1.44%          0.98%       0.54%
                                                ===========  =============  ==========

Non performing assets to total period-end
  Loans and other real estate                         1.64%          1.24%       0.85%
                                                ===========  =============  ==========

<FN>

The  Company  has  no  restructured  loans.
</TABLE>



Total  non-performing  loans increased $2.2 million to $7.5 million at March 31,
2002,  from December 31, 2001, and was due to one relationship (discussed in the
Company's  10-K  filing  as impaired). Total non-performing loans increased over
the  twelve-month  period  by  $5.0  million  and  is  due  to the impact of the
generally  slower  economic  conditions  on  the  Company's  borrowers.

At  March  31,  2002, other real estate owned consisted of three commercial real
estate  parcels,  totaling  $1.1  million.  The  Company has been successful and
continues  to  work  at  liquidating  these  properties.


Other  Recently  Issued  Accounting  Standards
----------------------------------------------

In  June  2001,  the  Financial Accounting Standards Board issued Statement 143,
"Accounting for Asset Retirement Obligations," which requires entities to record
the  fair  value of a liability for an asset retirement obligation in the period
in which it is incurred and accrete the liability over time.  Upon settlement of
the  liability,  an entity either settles the obligation for its recorded amount
or  incurs  a  gain  or  loss  upon settlement.  The standard, effective for the
Company's  2003  fiscal  year, is not expected to impact the Company's financial
position  or  results  of  operations.




                                                                        Page  14
<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

(a)  The  annual  meeting  of  stockholders  of  Canandaigua  National
          Corporation  was  held  on March 13, 2002, for the following purposes:


        Three  directors  were  elected  for  a  three-year  term  and
          votes  were  cast  as  follows:

                                             Votes
                                            -------
Name                          For     Withheld    Abstain   Against
-----                       -------   --------    -------   -------

Stephen  D.  Hamlin           117,164        138        0         0

James  S.  Fralick            117,164        138        0         0

Daniel  P.  Fuller            117,164        138        0         0


         The  Company's Certificate of Incorporation was amended to increase the
number  of authorized common shares to 2,000,000 from 240,000 and adjust the par
value  per  share  to  $20.00  from  $50.00.  Votes  were  cast  as  follows:

                                             Votes
                                            -------
                              For     Withheld    Abstain   Against
                            -------   --------    -------   -------

                            114,454         0        840      2,008

Shares  of  Common  Stock  of  the  Company  were  split  on  a  3-for-1  basis.

                                             Votes
                                            -------
                              For     Withheld    Abstain   Against
                            -------   --------    -------   -------

                            115,152        0         840     1,310


                                                                         Page 15


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

    (a)  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)



                 May 13, 2002   /s/ George W. Hamlin, IV
                 ------------   ------------------------
                 Date           George W. Hamlin, IV, President


                 May 13, 2002   /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  and  amendment
                                                       attached  hereto

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















































                                                                        Page  18