CANANDAIGUA  NATIONAL  CORPORATION
                       72  SOUTH  MAIN  STREET
                     CANANDAIGUA,  NEW  YORK  14424


     This  Proxy  Statement  is  being  mailed  to  holders  of common stock, in
connection with solicitation of proxies by the Board of Directors of Canandaigua
National  Corporation  for  use at the Annual Meeting of Stockholders to be held
Wednesday,  March  13, 2002, at 1:00 p.m., at the Offices of the Corporation, 72
South  Main  Street,  Canandaigua,  NY  14424 and any adjournment thereof.  Each
proxy  that  is properly executed and returned will be voted at the meeting and,
if  a  choice  is  specified  therein,  will  be  voted  in  accordance with the
specification made.  If no choice is specified, it will be voted in favor of the
proposals  set  forth in the notice enclosed herewith.  Any proxy may be revoked
by  the  person  giving  it  at  any  time  prior  to  its  exercise.

     Only stockholders of record as of the close of business on January 9, 2002,
are  entitled  to  notice of, and to vote at, the Annual Meeting.  On that date,
there  were outstanding and entitled to vote 158,887 shares of common stock, par
value  $50  per  share.  Each  share of common stock is entitled to one vote.  A
quorum  will  consist  of  the holders of not less than a majority of the shares
entitled  to  vote,  present  either  in  person  or  by  proxy.

     This  Proxy  Statement  and  the  accompanying  proxy  are  being mailed by
first-class  mail  on  February  25,  2002.

     All  expenses  incurred in connection with the solicitation of proxies will
be borne by the Corporation.  It is estimated that the cost of this solicitation
of  stockholders  will  be  approximately  $5,600.

       STOCK  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

Principal  Beneficial  Owners  of  Common  Stock
------------------------------------------------
<TABLE>

<CAPTION>


A)    The  following  table  sets  forth,  as  of  January 9, 2002, the name and
address  of  each  person  who  owns  of  record or who is known by the Board of
Directors  to  be  the  beneficial owner ("beneficial ownership" as used in this
Proxy  Statement  is  defined in Rule 13d-3 under the Securities Exchange Act of
1934)  of more than 5% of the Corporation's outstanding common stock, the number
of  shares  beneficially  owned,  and  the  percentage  of  the  Corporation's
outstanding  common  stock  so  owned  and  the  percentage  of  class  of  the
Corporation's  common  stock  beneficially  owned by all Directors and Principal
Officers  of  the  Corporation  as  a  group:


                                          Shares of Common      Percent of
Name and Address                            Stock Owned         Class
-----------------------------------------------------------------------------

                                         <c>                 <c>

All Directors and Principal Officers          11,121 Note(1)     6.99 %
of Corporation as a Group (12 persons)


     As of January 9, 2002, the Trust Department of The Canandaigua National
Bank and Trust Company held in various fiduciary capacities 46,564 shares or
29.30 % of the outstanding shares.  The Trust Department of the bank has the
power to vote 9,856 of these shares.
<FN>

Note(1):  Includes  shares  set  forth  in  footnotes  to  Table  B
</TABLE>


<PAGE>
<TABLE>

<CAPTION>


B)     Beneficial  Ownership  by Directors and Principal Officers: The following
table  sets forth as of January 9, 2002, the amount and percentage of the common
stock  of the Corporation beneficially owned by each Director and each Principal
Officer.


                              Shares of Common             Percent of
Name and Address                  Stock Owned                   Class
---------------------------------------------------------------------

                           <c>                          <c>

Patricia A. Boland                    50                        .03 %
Canandaigua, NY

David Hamlin, Jr.                    536 Note (1)               .34 %
Bloomfield, NY

George W. Hamlin, IV               4,375 Note (2)              2.76 %
Canandaigua, NY

Stephen D. Hamlin                  1,440 Note (3)               .91 %
Canandaigua, NY

James S. Fralick                     100                        .06 %
Canandaigua, NY

Richard P. Miller, Jr.                20                        .01 %
Naples, NY

Caroline C. Shipley                  116                        .07 %
Canandaigua, NY

Alan J. Stone                      4,084 Note (4)              2.57 %
Honeoye, NY

Gregory S. MacKay                    118 Note (5)               .07 %
Canandaigua, NY

Robert G. Sheridan                    68 Note (6)               .04 %
Canandaigua, NY

Daniel P. Fuller                     194 Note (7)               .12 %
Canandaigua, NY

Sue S. Stewart                        20                        .01%
Victor, New York
<FN>

Note  (1):  Includes 70 shares in his Self-Directed IRA held by subsidiary bank.

Note  (2):  Includes  205  shares  owned  individually by his spouse.  George W.
Hamlin,  IV  has  the  option  to  acquire  1,649  shares under the terms of the
Company's  1998 Stock Option Plan as described under the "Stock Options" Section
of  this  Proxy  Statement.

Note  (3):  Includes  410  shares  owned  individually  by  his  spouse.

Note  (4):  Includes  573  shares  owned  by his IRA held by subsidiary bank, 60
shares  owned  individually  by  his spouse, 105 shares owned by her IRA held by
subsidiary  bank,  and  446 shares owned by his children under Trust Agreements.

Note  (5): Includes 1 share owned individually by his spouse, 59 shares owned by
his  IRA  held  by  subsidiary  bank,  and  16 shares owned by his two children.
Gregory  S.  MacKay  has the option to acquire 251 shares under the terms of the
Company's  1998 Stock Option Plan as described under the "Stock Options" Section
of  this  Proxy  Statement.

Note (6): Includes 18 shares owned as custodian for his three children under New
York  Uniform  Transfers  to  Minors  Act and 10 shares owned by his IRA held by
subsidiary  bank.  Robert G. Sheridan has the option to acquire 415 shares under
the  terms of the Company's 1998 Stock Option Plan as described under the "Stock
Options"  Section  of  this  Proxy  Statement.

Note  (7):  Includes  30  shares  owned individually by his spouse and 96 shares
owned  as  custodian  for  his  two children under New York Uniform Transfers to
Minors  Act.
</TABLE>


<PAGE>

          SECTION  16  (a)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section  16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  requires the Company's executive officers and Directors, and persons who
own  more  than 10% of a registered class of the Company's equity securities, to
file  reports  of  ownership  and  changes  in ownership with the Securities and
Exchange Commission (the "SEC").  Executive officers, Directors and greater than
10%  stockholders  are  required  by  SEC regulation to furnish the Company with
copies  of  all  Section  16(a)  forms  they file.   Based solely on a review of
copies  of  such  reports  of  ownership  furnished  to  the Company, or written
representations  that  no forms were necessary, the Company believes that during
the  past  fiscal  year,  its executive officers, Directors and greater than 10%
beneficial  owners  complied  with  all  applicable  filing  requirements

                                     ITEM  1

                             ELECTION  OF  DIRECTORS

     The  number of Directors to be elected at the 2002 Annual Meeting is three.
Directors  are  elected  annually  by  the stockholders to hold office for three
years  and  until  their successors are elected and qualified.    Management has
nominated as Directors, and recommends the election, of the three persons listed
below.  Nominee Stephen D. Hamlin is a member of the present Board and was first
elected  by  the  stockholders  of the Corporation at the Annual Meeting held in
1984.  Nominee  James  S. Fralick is a member of the present Board and was first
elected  by  the  stockholders  of the Corporation at the Annual Meeting held in
1998.  Nominee  Daniel  P. Fuller is a member of the present Board and was first
elected  by  the  stockholders  of the Corporation at the Annual Meeting held in
1996.  Each  nominee  has  consented  to be named in this Proxy Statement and to
serve  if  elected.  If  at  the  time of the Annual Meeting any of them becomes
unavailable  for  election,  the proxies may exercise discretionary authority to
vote  for  substitutes  proposed  by  the Board of Directors.  Management has no
reason  to  believe  that  any  substitute  nominees  will  be  required.

The  Board  of  Directors  recommends a vote FOR the election of all 3 nominees.

<PAGE>
                                    ITEM  2

         PROPOSAL  TO  AMEND  THE  COMPANY'S  CERTIFICATE  OF  INCORPORATION
             TO  INCREASE  THE  NUMBER  OF  AUTHORIZED  COMMON  SHARES

     The  Company's  Certificate  of  Incorporation, as currently in effect (the
"Certificate"),  provides  that  the Company is authorized to issue one class of
shares  consisting  of 240,000 Common Shares, with a par value of $50 per share.
On  January  9,  2002, the Board of Directors authorized, subject to shareholder
approval,  an  amendment to the Certificate to increase the authorized number of
Common  Shares  to  2,000,000  shares  with  a  par  value of $20 per share (the
"Amendment").  The  shareholders are being asked to approve the Amendment at the
Annual  Meeting.

     As  of January 9, 2002, there were 162,208 Common Shares issued and 158,887
Common  Shares  outstanding.  Additionally,  16,000  shares  were  reserved  for
issuance  under  the  Company's  1998  Incentive  Stock  Option  Plan.

     The  additional  Common  Shares  which  would be authorized by the proposed
Amendment  would  have  the  same  rights  and  privileges  as the Common Shares
currently  authorized  and  outstanding.

     In  the  opinion  of  the Board of Directors of the Company, the additional
authorized  Common  Shares  will benefit the Company by providing flexibility to
the Board of Directors, without requiring further action or authorization by the
Company's  shareholders  (except  as  may be required by law or the rules of any
stock  exchange  on which the Company's securities may then be listed), to issue
additional  Common  Shares from time to time in responding to business needs and
opportunities  as  they  arise,  or  for other proper corporate purposes.  These
opportunities,  needs  and purposes might include, for example, the obtaining of
capital  funds  through  public  and  private  offerings  of Common Shares or of
securities  convertible  into  Common  Shares  and  the  use of Common Shares in
connection  with  structuring  possible  acquisitions  of businesses and assets.
Additionally,  the  Board,  in its discretion, could in the future declare stock
splits  or  stock  dividends  or,  subject  to  shareholder  approval, increase,
establish  or  extend  stock  option  and  other stock award plans.  The Company
evaluates  potential acquisitions from time to time.  However the Company has no
present  plans,  arrangements  or  understandings  with  respect  to  possible
acquisitions  and  has  no  present  plans  for  financings.

     There  are no preemptive rights with respect to the Company's Common Shares
and, accordingly, existing shareholders would not have any preferential right to
purchase  any  of  the  additional  shares  of  Common  Shares  when  issued.

     Although  the  Board  of  Directors  would  only  authorize the issuance of
additional  Common  Shares based on its judgment as to the best interests of the
Company and its shareholders, the issuance of additional authorized shares could
have  the  effect  of  diluting  the voting power or book value per share of the
outstanding  Common  Shares.  The  Board  of  Directors  (if consistent with its
fiduciary responsibilities) could also attempt to deter future takeover attempts
by  using  additional shares of Common Shares to dilute the ownership of persons
seeking  to  gain  control of the Company.  The Company, however, is aware of no
such  attempt  and  has  no plans or arrangements with respect to the same.  The
issuance  of  any  additional  shares  will be on terms deemed to be in the best
interests  of  the  Company  and  its  shareholders.

     If the Amendment is approved by the shareholders at the Annual Meeting, the
increase  in  the number of Common Shares would become effective upon the filing
of the Certificate of Amendment to the Certificate of Incorporation with the New
York  State  Secretary of State, which filing would take place shortly after the
Annual  Meeting.

<PAGE>
     Approval of the proposal to increase the number of authorized Common Shares
requires  the  affirmative  vote of the holders of a majority of the outstanding
Common  Shares  entitled  to vote at the Annual Meeting.  Abstentions and broker
non-votes  are not considered votes cast.  In the absence of instructions to the
contrary,  proxies  covering  the Common Shares will be voted FOR the Amendment.

     The  Board  of Directors recommends that shareholders vote FOR the proposed
Amendment  to  the  Certificate  of  Incorporation.

                                    ITEM  3

PROPOSAL  TO  SPLIT  THE  SHARES OF COMMON STOCK OF THE CORPORATION ON A 3-FOR-1
BASIS.

     The  last Split of the Shares of the Corporation's Common Stock was in 1993
on a 2-for-1 basis (effected by a 100% stock dividend).  On January 9, 2002, the
Board of Directors authorized, subject to shareholder approval, a stock split on
a 3-for-1 basis.  As of January 9, 2002, there were 162,208 Common Shares issued
and  outstanding,  of  which  3,321  were Treasury Shares.  Additionally, 16,000
shares  were  reserved  for  issuance  under  the Company's 1998 Incentive Stock
Option  Plan.  If  approved  by  the  shareholders, there would be an additional
324,416  shares  issued  to  existing shareholders of record as of the effective
date  of  the  split.  The Board of Directors believes that the proposed 3-for-1
split  in  the  Common  Stock  would result in a market price for the stock that
should  be  more  attractive  to a broader spectrum of investors and, therefore,
should  benefit  both the Company and its shareholders. Because of the change in
the  par  value, the stock split will result in a transfer of approximately $1.6
million  from  the  surplus  to  the  stated  capital  accounts  of the Company.

     The  stock  split  would  be accomplished by mailing to each shareholder of
record  a  new  stock  certificate.  The certificate will represent 2 additional
shares  for each share held as of the close of business on the effective date of
the  split.  Each  present  certificate will continue to represent the number of
shares  shown  on  its  face. Present certificates will not be exchanged for new
certificates.  Do  not  destroy  your present certificates or return them to the
Company.  The  split will become effective on the date on which the Amendment to
the  Company's  Certificate  of  Incorporation is accepted for filing by the New
York  State  Secretary  of State. This date is presently expected to be April 1,
2002.  Shareholders  of  record  at  the  close of business on that date will be
entitled  to  receive  2 additional shares for each share then held. The Company
expects  to  mail the certificates for the additional shares on May 15, 2002, or
as  soon  thereafter  as  practicable.

     The  Company  has  been advised by its tax counsel that, under U.S. federal
income  tax  laws  the receipt of additional shares of Common Stock in the stock
split  will not constitute taxable income to the shareholders; the cost or other
tax basis to a shareholder of each old share held immediately prior to the split
will  be divided equally among the corresponding 3 shares held immediately after
the  split;  and  the  holding  period for each of the 3 shares will include the
period for which the corresponding old share was held. The laws of jurisdictions
other  than  the  United  States  may  impose  income  taxes on the receipt by a
shareholder  of  additional  shares  of  Common  Stock resulting from the split;
shareholders  are  urged  to  consult  their  tax  advisors.

     Approval  of  the  proposal  to  split  the Corporation's Common Stock on a
3-for-1  basis  to increase the number of authorized Common Shares, requires the
affirmative  vote  of the holders of a majority of the outstanding Common Shares
entitled  to  vote  at the Annual Meeting.  Abstentions and broker non-votes are
not  considered  votes  cast.  In  the  absence of instructions to the contrary,
proxies  covering  the  Common  Shares  will  be  voted  FOR  the  Amendment.

  The  Board  of  Directors  recommends  that shareholders vote FOR the proposed
Stock  Split.

<PAGE>
                     INFORMATION  ON  DIRECTORS  AND  NOMINEES
<TABLE>

<CAPTION>

Incumbent  Class  2  Directors  -  Term  Expiring  2002



                                Year First Elected
                                 or Appointed to
Name                     Age   Corporation    Bank              Principal Occupation For Past Five Years
--------------------------------------------------------------------------------------------------------

                      <c>     <c>          <c>               <c>


Stephen D. Hamlin        65      1984         1973               Chief Executive Officer - Sonnenberg
                                                                 Gardens February 1996-2000;
                                                                 Present -Retired Cultural Leader

James S. Fralick         59      1998         1998               Retired Director, European Economic
                                                                 Research - Morgan Stanley & Co. - 1993
                                                                 1997; Adjunct Professor - Economics -
                                                                 Syracuse University 1998 - present

Daniel P. Fuller         51      1996         1996               President and General Manager-
                                                                 Bristol Mountain Ski Resort - December
                                                                 1984 - present
</TABLE>



<TABLE>

<CAPTION>

Class  1  Directors  -  Term  Expiring  2003



                               Year First Elected
                                or Appointed to:
Name                     Age   Corporation    Bank               Principal Occupation For Past Five Years
-----------------------------------------------------------------------------------------------------------

                      <c>     <c>          <c>                <c>


Caroline C. Shipley      62      1984         1984               Present - Retired.
                                                                 Treasurer, First Congregational Church
                                                                 Treasurer, Ontario County Charities
                                                                 Member Board of Education Canandaigua City
                                                                 School District since 1979

George W. Hamlin, IV     60      1984         1979               President, CEO, CRA and Trust Officer -
                                                                 The Canandaigua National Bank and Trust
                                                                 Company - April 1979 - present; Director
                                                                 of the Buffalo Branch Federal Reserve Bank
                                                                 of New York - 1992 - 1996; Director of
                                                                 Federal Reserve Bank of New York -1997 -
                                                                 present

Sue S. Stewart           58      2000         2000               Partner, Nixon, Peabody, LLP: Managing
                                                                 Partner Rochester Office, 1998 -2000

David Hamlin, Jr.        58      1993         1993               Present, Farmer
                                                                 Retired Colonel, USAF
</TABLE>



<TABLE>

<CAPTION>

Class  3  Directors  -  Term  Expiring  2004



                               Year First Elected
                                or Appointed to:
Name                     Age   Corporation    Bank               Principal Occupation For Past Five Years
-----------------------------------------------------------------------------------------------------------

                      <c>     <c>          <c>                <c>

Robert G. Sheridan       53      1984         1992               Senior Vice President and Cashier  - The
                                                                 Canandaigua National Bank and Trust
                                                                 Company - 1989 - present

Patricia A. Boland       66      1986         1986               Retired Educator; Retired Mayor - City of
                                                                 Canandaigua

Alan J. Stone            61      1986         1986               CEO Stone Construction Equipment, Inc.
                                                                 until 1986; Managing Partner - Stone
                                                                 Properties July 1986 -present; Chairman of
                                                                 the Board - Canandaigua National
                                                                 Corporation -February 1994 - present

Richard P. Miller, Jr.   58     1998          1998               Senior Vice President & Chief Operating
                                                                 Officer U of R 1996 - 2000; Vice
                                                                 Chancellor & Chief Operating Officer -
                                                                 State University of New York
                                                                 2000 - present.
</TABLE>



                     TRANSACTIONS  WITH  CERTAIN  RELATED  PERSONS

     The  family relationships between the above-named Directors are as follows:
Stephen  Hamlin  is  the first cousin of George Hamlin.  David Hamlin, Jr., is a
second  cousin  of  George  and  Stephen  Hamlin.

     During  fiscal year 2000, Sue S. Stewart, Esq., was Managing Partner of the
Rochester,  New  York  office  of  the  law firm Nixon Peabody, LLP. Ms. Stewart
retired  from Nixon Peabody, LLP as of February 1, 2001.  Nixon Peabody, LLP was
retained  by  the Company during 2001 to perform legal services on behalf of the
Company.  The  Company  intends  to  retain  Nixon Peabody, LLP to perform legal
services  on  its  behalf in 2002.  The aggregate of fees paid to Nixon Peabody,
LLP  during  fiscal  year  2001  did not exceed 5% of the gross revenue of Nixon
Peabody,  LLP  for  its  latest  fiscal  year.

                      COMMITTEES OF THE BOARD OF DIRECTORS

     The  Directors of Canandaigua National Corporation and the Directors of The
Canandaigua  National  Bank  and  Trust  Company  are  the  same  persons.

     The  Corporation  has  an  Audit  Committee,  but  does  not  have standing
Compensation  or  Nominating  Committees.  These  functions  are  performed  by
committees  of  The  Canandaigua  National  Bank  and  Trust  Company:

     The Audit Committee consists of four (4) Directors who are not employees of
the  subsidiary  bank  and who are appointed annually by the Board of Directors.
Members  of  the  Committee  are:

           James  S.  Fralick           Caroline  C.  Shipley
           David  Hamlin,  Jr.          Patricia  A.  Boland

     The  Audit  Committee  met thirteen (13) times during 2001 to supervise the
internal  audit  and  compliance  activities  of  the Bank.  The function of the
Committee is to make or cause to be made suitable examinations every year and to
insure that the Bank's activities are being conducted in accordance with the law
and  the  banking  rules  and  regulations established by the Comptroller of the
Currency,  other regulatory and supervisory authorities, and in conformance with
established policy.  In addition, the Audit Committee recommends to the Board of
Directors  the  services  of a reputable independent certified public accounting
firm,  and the Board of Directors then appoints the independent certified public
accounting  firm  at  the  annual  organizational  meeting  of  Directors.  The
Committee  receives  and reviews the reports of the independent certified public
accounting  firm  and  presents them to the Board of Directors with comments and
recommendations.  At  least once during each twelve-month period, this Committee
makes  audits of the Trust Department or causes audits to be made and ascertains
whether  an  adequate  review  of  all  the  assets in each trust has been made.

                        REPORT  OF  THE  AUDIT  COMMITTEE

     The  Audit Committee of the Board is responsible for providing independent,
objective oversight of the Company's accounting functions and internal controls.
The  Audit  Committee is composed of 4 directors, each of whom is independent as
defined  by  the  Securities and Exchange Commission and the requirements of the
Independence  Standards  Board.  The  Audit  Committee  operates under a written
charter  approved  by  the  Board  of  Directors.

     Management is responsible for the Company's internal controls and financial
reporting  process.  The  independent accountants are responsible for performing
an  independent  audit  of  the  Company's  consolidated financial statements in
accordance  with  auditing  standards generally accepted in the United States of
America  and to issue a report thereon.  The Audit Committee's responsibility is
to  monitor  and  oversee  these  processes.

     In  connection  with  these  responsibilities, the Audit Committee met with
management  and  the  independent accountants to review and discuss the December
31,  2001,  financial  statements.  The  Audit Committee also discussed with the
independent  accountants the matters required by Statement on Auditing Standards
No. 61 (Communication with Audit Committees).  The Audit Committee also received
written  disclosures  from  the independent accountants required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and  the  Audit Committee discussed with the independent accountants that firm's
independence.

     The  Corporation  appointed  KPMG LLP as auditors for the fiscal year ended
December  31,  2001.  The  following  table presents fees for professional audit
services  rendered  by  KPMG LLP for the audit of the Company's annual financial
statements  for  2001,  and fees billed for other services rendered by KPMG LLP:

Financial  Statement  Audit:                                          $   81,500
                                                                      ==========

All  other  fees:
  Audit  related  fees  Note  (1)                                     $   87,505
                                                                      ==========
  Other  non-audit  fees  -  Management Advisory Services             $   40,000
                                                                      ==========

     Note  (1):  Audit related fees consist of audits of financial statements of
               employee  benefit  plans, internal audit services, and regulatory
               compliance  audits.

     Management  of  the  Corporation  was  responsible  for  decisions  made in
connection  with the management advisory services provided by KPMG, and KPMG did
not  assume  the  role  of an employee or management.  The provision of services
complies  with  the  limitations  on such services as set forth in the SEC's and
Independence  Standard  Board's  rules  and  interpretations.

     Based  upon  the  Audit  Committee's  discussions  with  management and the
independent accountants, and the Audit Committee's review of the representations
of  management  and the independent accountants, the Audit Committee recommended
that  the  Board  of  Directors  include  the  audited  consolidated  financial
statements  in  the  Company's  Annual  Report  on  Form 10-K for the year ended
December  31,  2001,  to  be  filed with the Securities and Exchange Commission.

                       THE  AUDIT  COMMITTEE

                       James  S.  Fralick,  Chair
                       Patricia  A.  Boland
                       David  Hamlin,  Jr.
                       Caroline  C.  Shipley

     The Officers' Compensation Committee consists of four (4) Directors who are
not  employees  of  the  subsidiary  bank  and who are appointed by the Board of
Directors  each  year.  Members  of  the  Committee  are  as  follows:

        Daniel  P.  Fuller               Alan  J.  Stone
        Richard  P.  Miller, Jr.         Caroline  C.  Shipley

     The  Officers'  Compensation  Committee  met  six  (6) times during 2001 to
perform  annual  reviews  of  officers'  performance.  Based  on the Committee's
reviews,  recommendations on officers' titles and salaries for the upcoming year
are  made  to  the  Board  of  Directors  for  approval.

     The  Nominating and Governance Committee consists of five (5) Directors who
are  not  employees of the subsidiary bank and who are appointed by the Board of
Directors  each  year.  Members  of  the  Committee  are  as  follows:

        Patricia A. Boland     Daniel P. Fuller        Caroline C. Shipley
        Sue S. Stewart        Richard P. Miller, Jr.

     The  Nominating and Governance Committee met three (3) times during 2001 to
determine  personal  and  professional  qualifications  for  Board  of  Director
candidates.  The  Committee  reviews  the  qualifications  of  and  interviews
candidates  for Director and makes recommendations to the Board of Directors for
approval.

     In  addition,  the  Board  will  consider  recommendations  submitted  by
stockholders.  Any  stockholder  wishing  to  make  such a recommendation should
submit  it to the Secretary of the Corporation.  Notice of intention to make any
nominations,  other  than by the Board of Directors, must be made in writing and
must  be  received  by the Secretary of the Corporation no less than twenty (20)
days  prior to any meeting of stockholders called for the election of Directors.
Such  notification  should contain the following information to the extent known
to  the  notifying  stockholder:  (a)  the  name  and  address  of each proposed
nominee;  (b)  the  principal occupation of each proposed nominee; (c) the total
number of shares of capital stock of the Corporation that will be voted for each
proposed  nominee;  (d)  the number of shares of common stock of the Corporation
owned  by  the  notifying  stockholder.

     The  Board of Directors of the Corporation held twelve (12) meetings during
2001.  No  incumbent  Director  of the Bank or of the Corporation attended fewer
than  75% of the aggregate of all the meetings of the Board of Directors and the
Committees  of  which  they  were  members.

                        BOARD  OF  DIRECTORS  COMPENSATION

     For  the  years  2001  and 2000, no compensation was paid to members of the
Board  of Directors of Canandaigua National Corporation.  For the year 2001, the
Chairman  of  the  Board of Directors of The Canandaigua National Bank and Trust
Company  was  compensated  at  the  rate  of  $800  per meeting attended and the
remaining  members  were  paid  at  the  rate  of  $700  per  meeting  attended.

                              PRINCIPAL  OFFICERS
<TABLE>

<CAPTION>

     The  following  table  sets  forth selected information about the Principal
Officers  of  the Corporation, each of whom is elected by the Board of Directors
and  each  of  whom  holds  office  at the discretion of the Board of Directors:


                                                        Number
                           Office and                   of Shares
                           Position with   Held         Beneficially
Name                       Corporation     Since        Owned              Age
------------------------------------------------------------------------------

                        <c>             <c>          <c>                <c>

George W. Hamlin, IV*      President       1984          4,375 Note (1)     60
Robert G. Sheridan*        Secretary       1984             68 Note (2)     53
Gregory S. MacKay*         Treasurer       1988            118 Note (3)     52

<FN>

*All of the Principal Officers of the Corporation are officers of the subsidiary
bank  and  have  served as officers of the subsidiary bank for the past five (5)
years.

Note  (1):  Includes  205  shares  owned  individually by his spouse.  George W.
Hamlin,  IV  has  the  option  to  acquire  1,649  shares under the terms of the
Company's  1998 Stock Option Plan as described under the "Stock Options" Section
of  this  Proxy  Statement.

Note (2): Includes 18 shares owned as custodian for his three children under New
York  Uniform  Transfers  to  Minors  Act and 10 shares owned by his IRA held by
subsidiary  bank.  Robert G. Sheridan has the option to acquire 415 shares under
the  terms of the Company's 1998 Stock Option Plan as described under the "Stock
Options"  Section  of  this  Proxy  Statement.

Note  (3)  Includes 1 share owned individually by his spouse, 59 shares owned by
his  IRA  held  by  subsidiary  bank  and  16  shares owned by his two children.
Gregory  MacKay  has  the  option  to  acquire 251 shares under the terms of the
Company's  1998 Stock Option Plan as described under the "Stock Options" Section
of  this  Proxy  Statement.

</TABLE>



<TABLE>

<CAPTION>

                                         EXECUTIVE  COMPENSATION
                                        SUMMARY  COMPENSATION  TABLE

                                                                                            Long-Term Compensation
                                                                                        ---------------------------------
                                       Annual Compensation                               Awards     Other Compensation
                             ----------------------------------------------------------- -------  -----------------------
                                                                                            SARs         Defined
                                                                              Other Annual  PSAs      Contribution
Name and                                           Salary          Bonus      Compensation  Stock        Plan       ESOP
Position                     Year                    ($)             ($)           ($)     Options         ($)       ($)

                        <c>                   <c>            <c>            <c>           <c>       <c>         <c>

George W.                    1999                  246,443         25,643         8,964      See         22,569     1,870
Hamlin, IV                   2000                  253,344         36,390         9,972      Tables      18,042     1,820
President                    2001                  260,437         93,760         9,855      Below       15,252     1,962

Robert G.                    1999                  105,729         13,788         3,400      See         15,255     1,236
Sheridan                     2000                  108,690         16,813         3,489      Tables      12,076     1,163
Secretary                    2001                  121,733         38,848         3,447      Below        9,885     1,405


</TABLE>


<TABLE>

<CAPTION>

                               STOCK  APPRECIATION  RIGHTS  (SAR)
                                 PHANTOM  STOCK  AWARDS  (PSA)

     The following table sets forth below the aggregated SAR and PSA values at January 31, 2001, for the named executive
officers.  The  value  of  the  SARs  and PSAs reflected in the table are based on the per-SAR and per-PSA value of $363
minus  the  related  exercise  price.  The  per-SAR  and  per-PSA  values  were frozen at $363 by the Board of Directors
effective  January  1,  1999.  No  Stock  Appreciation  Rights  nor  Phantom  Stock  Awards  were  made  after  1998.

                                                                              Total Value of
                      Total number of unexercised SARs and PSAs    Unexercised in-the-money SARs and PSAs
Name                         at January 31, 2002                          at January 31, 2002
                      -----------------------------------------    ---------------------------------------
                      Exercisable (#)        Unexercisable (#)     Exercisable ($)       Unexercisable ($)
                      ---------------        -----------------     ---------------       -----------------

                   <c>                    <c>                   <c>                   <c>
                          36.75                  65.63                4,812                  7,941
George W. Hamlin, IV
                          22.05                 493.41                2,887                169,581
Robert G. Sheridan
</TABLE>



<TABLE>

<CAPTION>

During  2001 the named executive officers exercised Stock Appreciation Rights and Phantom
Stock  Awards  as  follows:



 Name                     Stock Appreciation Rights            Phantom Stock Awards
                     -------------------------------------  ------------------------------------
                        # Exercised     Value Realized ($)     # Exercised    Value Realized ($)
                     -----------------  ------------------  ----------------  ------------------

                  <c>                <c>                 <c>               <c>

George W. Hamlin, IV       104.03          15,444                   None             None

Robert G. Sheridan          62.42           9,266                   None             None

</TABLE>



<PAGE>

<TABLE>

<CAPTION>

                                    STOCK  OPTIONS

During  2001,  the  Company granted options pursuant to the Company's 1998 Stock Option Plan. The Table below shows the relevant
information  pertaining  to  the  grant  of  options  during  2001  to  named  executive  officers.


                           Securities       % of Total                                   Potential Realizable Value at Assumed
Name and                   Underlying         Options          Exercise                      Annual Rates of Stock Price
Principal                   Number of       Granted in          Price    Expiration     Appreciation for the Option Term ($) (1)
Position         Year        Options        Fiscal Year        $/share     Date (1)                       5%          10%


             <c>       <c>              <c>              <c>         <c>                      <c>              <c>
George W.        1999        1,262             25%              360.52      2006                        185,221      431,644
Hamlin, IV       2000          371             25%              437.18      2006                         55,161      125,142
President        2001          598             25%              450.83      2006                         74,484      164,591

Robert G.        1999          757             17%              360.52      2013                        267,437      763,475
Sheridan         2000          223             15%              437.18      2013                         86,343      239,075
Secretary        2001          359             15%              450.83      2013                        128,808      346,100

<FN>

(1)  Since  the  stock  options  have  no  stated expiration date, the expiration date for these calculations is the year of the
grantee's  65th  birthday,  considered  normal  retirement  age.

</TABLE>



<TABLE>

<CAPTION>

The following table sets forth below the aggregated option values at January 31,
2002,  for  the  named  executive  officers  using  an estimated market price of
$472.93,  the  latest  average  market  value  in  2001  in  a  public  auction.



No options were exercised by the named executive officers in 2001.

                       Total  number of securities underlying     Total Value of unexercised in-the-money
                         unexercised options at January 31,           2002 options at January 31, 2002
Name                        Exercisable (#)  Unexercisable (#)    Exercisable ($)          Unexercisable ($)

                          <c>             <c>               <c>                         <c>

George W. Hamlin, IV           1,649               581               135,825                    32,448

Robert G. Sheridan               415               925                46,616                    54,407

No options were exercised by the named executive officers in 2001.
</TABLE>



     Compensation  for the executive officers for whom disclosure is required by
Item 402 of Regulation S-K is determined by the Officers' Compensation Committee
consisting of Daniel P. Fuller, Caroline C. Shipley, Richard P. Miller, Jr., and
Alan  J.  Stone.  The  Committee's consideration consists of, but is not limited
to,  analysis  of  the following factors:  financial performance of the Company,
including  return  on  equity,  return  on  assets,  growth  of the Company, and
management  of  assets and liabilities.  In addition, the Officers' Compensation
Committee  conducts  a  comparison study of the Company's executive compensation
with  the  executive  compensation for comparable positions in similar companies
within  the  Company's  peer  group.  The  Committee  also  considers intangible
factors  such as the scope of responsibility of the executive, leadership within
the  Company,  the  community, and within the industry, and whether the Company,
under  the  executive's  leadership,  has  been  able to serve worthwhile public
purposes while enhancing shareholder value.  All of these factors are considered
in  the  context  of the market for the Company's products and services, and the
complexity  and difficulty of managing business risks in the prevailing economic
conditions  and  regulatory  environment.

PERFORMANCE  GRAPH

     The  performance graph shown below is required to be set forth in the Proxy
Statement  by Item 402 (1) of Regulation S-K.  The theory incorporated into this
requirement  is that all corporations have organized orderly markets in which to
exchange  their  securities.  The  graph  is  provided  so that stockholders and
prospective  stockholders can compare market results with peer companies or with
indexes  of  companies  in  similar businesses or having similar capitalization,
e.g.,  those  companies  which  are  listed  on  the  NASDAQ  or  NYSE.

     THE  CORPORATION'S  COMMON  STOCK  IS NOT LISTED WITH A NATIONAL SECURITIES
EXCHANGE,  NOR  IS  IT TRADED IN THE OVER-THE-COUNTER MARKET.  THE CORPORATION'S
COMMON  STOCK  IS  NOT  ACTIVELY  TRADED;  LESS  THAN  1%  OF  THE CORPORATION'S
OUTSTANDING  SHARES  HAVE  BEEN  BOUGHT  AND SOLD IN ANY YEAR REPRESENTED IN THE
GRAPH.  DUE  TO  THE  EXTREMELY LIMITED NUMBER OF TRANSACTIONS, THE AVERAGE SALE
PRICE  OF THE CORPORATION'S COMMON STOCK USED IN THE GRAPH MAY NOT BE INDICATIVE
OF  THE  ACTUAL  MARKET  VALUE OF THE CORPORATION'S COMMON STOCK.  THE GRAPH SET
FORTH  BELOW  DEPICTS  THE  AVERAGE SALE PRICE OF THE CORPORATION'S COMMON STOCK
BASED  ONLY  UPON  TRANSACTIONS FOR WHICH THE CORPORATION HAS PRICE INFORMATION.
THERE  ARE  PURCHASES  AND SALES OF THE CORPORATION'S COMMON STOCK FOR WHICH THE
CORPORATION  HAS  NO PRICE INFORMATION; THEREFORE, THE ACTUAL AVERAGE SALE PRICE
OF  ALL SHARES BOUGHT AND SOLD IN ANY QUARTER MAY BE DIFFERENT THAN SET FORTH IN
THE  GRAPH.

<TABLE>

<CAPTION>


The  Following  is  the  data  table  for  the  graph:




                              Period Ending
Index                           12/31/96     12/31/97  12/31/98  12/31/99  12/31/00  12/31/01

                           <c>            <c>       <c>       <c>       <c>       <c>
Canandaigua National Corp.           100.00    106.60    114.43    138.77    143.11    150.14
SNL < $500M - $1B Bank Index         100.00    170.47    155.65    144.08    138.99    192.27
SNL Mid-Atlantic Index               100.00    142.12    157.57    200.19    245.33    231.20

</TABLE>



                           INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

     The  Board  of  Directors selected KPMG LLP as independent certified public
accountants  of Canandaigua National Corporation for the year ended December 31,
2001.  Representatives  of  KPMG,  LLP  are expected to be present at the Annual
Meeting  and  to be available to respond to appropriate questions.  They will be
given  the  opportunity  to  make  a  statement  if  they  so  desire.

                               STOCKHOLDER  PROPOSALS

     To  be  considered  for  inclusion in the Corporation's Proxy Statement and
form  of  Proxy  relating  to  the 2003 Annual Meeting of Stockholders, which is
anticipated  to  be  held  on  March  12,  2003,  a stockholder proposal must be
received  by  the Corporate Secretary at the address set forth on the first page
of  this Proxy Statement not later than October 29, 2002. Stockholders intending
to  submit proposals to be included in the company's Proxy Statement must comply
with the provisions of 17 CFR 240.14a-8.  Proposals so presented may be excluded
from  the  proxy  solicitation  materials  if  they  fail  to  meet the criteria
established  under  the  Exchange  Act.

                              FINANCIAL INFORMATION

     Incorporated  by  reference  and made a part hereof is the Annual Report of
Canandaigua  National  Corporation  for  the  year  ending  December  31,  2001.


                                  OTHER MATTERS

     The  Board  of Directors knows of no other matters to be brought before the
2002  Annual  Meeting  of  Stockholders.  However,  if other matters should come
before  the  meeting,  it  is the intention of each person named in the Proxy to
vote  it  in  accordance  with  his  or  her  judgment  on  such  matters.



                                         By  Order  of  the  Board  of Directors


                                         /s/  George  W.  Hamlin,  IV
                                         George  W.  Hamlin,  IV
                                         Secretary  -  Board  of  Directors
                                         February  25,  2002


<PAGE>

                         CANANDAIGUA NATIONAL CORPORATION
                              72 SOUTH MAIN STREET
                           CANANDAIGUA, NEW YORK 14424



To:   The  shareholders  of  Canandaigua  National  Corporation


     The  following correction is made to the Proxy Statement dated February 25,
2002.  This  correction is made under the authority of the Board of Directors of
Canandaigua  National  Corporation.  The Proxy Statement shall be read as if the
correction is a part of the text and the text that is replaced by the correction
shall  be  disregarded.



     PAGE                                    CORRECTION
     ----               -----------------------------------------------------

      1                 In  the  section  denominated  "Principal  Beneficial
                        Owners  of  Common  Stock"  All  Directors  and
                        Principal Officers  of  Corporation  as  a  Group
                        own  11,126  shares  of  Common  Stock, representing
                        7.00%  of  the  Class.



      2                 In  the  section  denominated  "Beneficial  Ownership
                        by Directors  and  Principal  Officers"  Daniel  P.
                        Fuller  owns shares  of  stock,  representing  .13%
                        of  Class.