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 March 12, 1997, 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 31, 1997,
are entitled to notice of, and to vote at, the Annual Meeting.  On that date,
there were outstanding and entitled to vote 161,608 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 26, 1997.

  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 security holders will be approximately $4,200.

              SHAREHOLDERS OF MANAGEMENT AND OTHERS

Principal Beneficial Owners of Common Stock

  A) The following table sets forth, as of January 31, 1997, 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 that 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

Arthur S. Hamlin                       8,200(1)                 5.08%
Canandaigua, NY

All Directors and Principal           14,834(2)                 9.18%
Officers of Corporation
as a Group (12 persons)

(1)  Includes 1,200 shares in the Estate of Mary D. Hamlin, of which he is the
    executor

(2)  Includes 40 shares owned individually by Robert G. Sheridan, 18 shares
owned
    by Robert G. Sheridan as custodian for his three children under New York
Uniform Gifts to Minors Act, and 10 shares owned by his IRA held by subsidiary
bank.  Includes 42 shares owned individually by Gregory S. MacKay, 42 shares
owned individually by his spouse, 59 shares owned by his IRA held by subsidiary
bank and 16 shares owned by his two children.
<PAGE>

  As of January 31, 1997, the Trust Department of The Canandaigua National Bank
and Trust Company held in various fiduciary capacities 34,091 shares or 21.10 %
of the outstanding shares.  The Trust Department of the bank has the power to
vote 11,603 of these shares.

  B) Beneficial Ownership by Directors and Principal Officers:	The following
table sets forth as of January 31, 1997, 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

Patricia A. Boland                     50                      .03%
Canandaigua, NY

David Hamlin, Jr.                     150(1)                   .10%
Bloomfield, NY

Frank H. Hamlin                     5,597                     3.47%
Naples, NY

George W. Hamlin, IV                1,639(2)                  1.01%
Canandaigua, NY

Stephen D. Hamlin                   1,510(3)                   .93%

Paul R. Kellogg                       352(4)                   .22%
Canandaigua, NY

Eldred M. Sale                      1,540(5)                   .95%
Victor, NY

Caroline C. Shipley                   108                      .07%
Canandaigua, NY

Alan J. Stone                       3,606(6)                  2.23%
Honeoye, NY

Gregory S. MacKay                     159(7)                   .10%
Canandaigua, NY

Robert G. Sheridan                     68(8)                   .04%
Canandaigua, NY

Daniel P. Fuller                       55(9)                   .03%
Canandaigua, NY

(1)Includes 70 shares in his Self Directed IRA held by subsidiary bank.
<page

(2) Includes 111 shares owned individually by his spouse

(3) Includes 385 shares owned individually by his spouse.

(4) Includes 226 shares owned individually by his spouse.

(5) Includes 740 shares owned individually by his spouse.

(6) Includes 475 shares owned by his IRA held by subsidiary bank, 43 shares
    owned individually by his spouse, 70 shares owned by his IRA held by
    subsidiary bank and 148 shares owned by his two children under the New York
    Uniform Gifts to Minors Act.

(7) Includes 42 shares owned individually by his spouse, 59 shares owned by his
IRA held by subsidiary bank and 16 shares owned by his two children.

(8) Includes 18 shares owned as custodian for his three children under New York
    Uniform Gifts to Minors Act and 10 shares owned by his IRA held by
    subsidiary bank.

(9) Includes 5 shares owned individually by his spouse and 30 shares owned as
     custodian for his two children under the New York Uniform Gifts to Minors
    Act.


ELECTION OF OFFICERS

  The number of Directors to be elected at the 1997 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.  Nominees George W. Hamlin, IV and Caroline C. Shipley are members of
the present Board and were elected by the stockholders of the Corporation at
the Annual Meeting held in 1984.  Nominee David Hamlin, Jr. is also a member of
the present Board and was elected by the stockholders of the Corporation at the
Annual Meeting held in 1993.  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.


INFORMATION ON DIRECTORS AND  NOMINEES

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

Incumbent Class 1 Directors - Term Expiring 1997

David Hamlin, Jr. 		 53       1993		  1993	Farmer
											Retired Colonel, New
York
											State Air National Guard


Caroline C. Shipley       56       1984        1984    Educator - Director
                                                       New York State School
                                                       Boards Association
 											January 1991 - present,
											Vice President, January
-
                                                       December 1995; President
                                                       January 1996 - present


George W. Hamlin, IV      54        1984       1979    President, CEO, CRA and
											Trust Officer - The
												Canandaigua
National Bank
											and Trust Company April
												1979 - present.
Director
 											of the Buffalo, NY
												Federal Reserve
Bank
											1992-1996.  Director of
											the New York, NY Federal
											Reserve Bank 1997-
present

<PAGE>

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

Class 3 Directors - Term Expiring 1998

Patricia A. Boland       61       1986         1986    Executive Director -
                                                       Granger Homestead 10/89
-
                                                       present

Eldred M. Sale           72       1984         1966    Sr. Vice President - The
                                                       Canandaigua National
Bank
                                                       and Trust Company 1980 -
                                                       January 1987; presently
                                                       retired

Robert G. Sheridan       48       1984         1992    Senior Vice President
and
                                                       Cashier - The
Canandaigua
                                                       National Bank and Trust
                                                       Company - 1989 - present

Alan J. Stone            56       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
Class 2 Directors -- Term expiring 1999

Frank H. Hamlin           91       1984        1948    Chairman of the Board of
                                                       Directors of The
                                                       Canandaigua National
Bank
                                                       and Trust Company until
                                                       February 1986; retired
                                                       February 1986 - present

Stephen D. Hamlin         60       1984        1973    Chief Executive Officer
                                                       Sonnenberg Gardens
                                                       February 1996 - present



Paul R. Kellogg           69       1984        1962    Retired Owner -
Kellogg's 											Pan-Tree Inn


Daniel P. Fuller          45       1996        1996    President and General
                                                       Manager Bristol Mountain
                                                       Ski Resort - December
                                                       1984 - Present



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

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 does not have standing Audit, Nominating, or Compensation
Committees.  These functions are performed by the following committees of The
Canandaigua National Bank and Trust Company:

  The Examining Committee consists of  five (5) Directors who are not employees
of the subsidiary bank and who are appointed annually by the Board of
Directors.  Members of the Committee are:

     Caroline C. Shipley                     Frank H. Hamlin
     Stephen D. Hamlin                       Patricia A. Boland
     Paul R. Kellogg
<PAGE>

  The Examining Committee met six (5) times during 1996 to supervise the
internal audit 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 Examining 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.

  The Officers' Compensation Committee consists of three (3) 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         Caroline C. Shipley

  The Officers' Compensation Committee met three (7) times during 1996 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 Corporation has no Nominating Committee or other committee performing a
similar function, but the Board of Directors does consider persons suggested as
candidates for election as Corporate Directors.  In this connection, the Board
will consider recommendations submitted by stockholders.  Any stockholder
wishing to make such a recommendations should submit it to the Secretary of the
Corporation.  Notice of intention to make any nominations or other proposals,
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) regular meetings
during 1996.  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 1996 and 1995, no compensation was paid to members of the Board
of Directors of Canandaigua National Corporation.  For the years 1996 and 1995,
members of the Board of Directors of The Canandaigua National Bank and Trust
Company were compensated at the rate of $300 per meeting attended.
<PAGE>

PRINCIPAL OFFICERS

  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               Beneficially
Name                      Corporation     Held Since     Owned       Age

George W. Hamlin, IV*      President        1984         1,639(1)     55
Robert G. Sheridan*        Secretary        1984            68(2)     48
Gregory S. MacKay*         Treasurer        1988           159(3)     47

(1) Includes 111 shares owned individually by his spouse.

(2) Includes 18 shares owned as custodian for his three children under New York
Uniform Gifts to Minors Act and 10 shares owned by his IRA held by subsidiary
bank.
(3) Includes 42 shares owned individually by his spouse, 59 shares owned by his
IRA held by subsidiary bank and 16 shares owned by his two children.

* 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.

EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE

                        Annual Compensation          Long -Term Compensation
                                                     Awards Other Compensation
Name and                                                    Defined
Principal                              Other Annual  SAR's  Contribution
Position    Year     Salary    Bonus   Compensation  PSA's  Plan          ESOP
George W.   1994   $202,576  $12,388      $5,774     See    $22,984      $1,718
Hamlin, IV  1995   $214,198  $13,099      $6,145     Table  $21,532      $1,606
President	  1996   $226,850  $11,343      $6,545	   Below  $21,393      $1,495

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

  The table set forth below lists the value of the Stock Appreciation Rights
and Phantom Stock Awards as of the date of award using the highest of three
different estimates of value: (1) the book value of the Corporation, (2) the
appraised value of the stock using a third-party appraisal of the Corporation's
stock prepared for the Corporation's Employee Stock Ownership Plan, and (3) the
price at which the Corporation's stock was bought and sold in private
transactions for which the Corporation has information during the calendar
quarter in which the award was made.  The Corporation does not have pricing
information regarding all private purchases and sales of the Corporation's
stock, and the shares of the Corporation are not listed on any national
exchange nor traded over the counter.  The Stock Appreciation Rights and
Phantom Stock
<PAGE>

Awards are perpetual.  Stock Appreciation Rights are exercisable after five
years from the date of award.  Phantom Stock Awards are exercisable by a
recipient upon reaching the age of 55 or upon attaining 15 years of continuous
full-time employment with the company.  Amounts set forth in the table are
adjusted for a two-for-one stock split approved by the stockholders in 1993
                                                     Estimated      Estimated
                   Number    % of Total  Base Price  Value as of    Value as of
                   Granted    SAR/PSA    SARs Only   Date of Award  12/31/95
Name         Year  SAR/PSA    Granted    $/Share     SAR/PSA        SAR/PSA
George W.    1994  88.87        25%       181.65      3,942.71      11,151.62
                   88.87                             20,091.40      27,300.30
             1995 101.20        25%       197.47      6,314.88      11,096.54
                  101.20                             26,298.84      31,077.51
             1996 104.03        25%       214.55      9,626.93      11,002.21
                  104.03                             31,946.57      33,321.85

  No Stock Appreciation Rights or Phantom Stock Awards were exercised during
1996.

  Compensation for the executive officer 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 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.  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.

  In addition, the Officers' Compensation Committee conducts a comparison study
of the company's executive compensation with that of 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.

PERFORMANCE GRAPH

  The following performance graph 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.
<PAGE>


  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.

<PAGE>


INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

  The Board of Directors has selected KPMG Peat Marwick as independent
certified public accountants of Canandaigua National Corporation until the
Annual Meeting held in 1997.  Representatives are expected to be present at the
meeting and to be available to respond to appropriate questions.  They will be
given the opportunity to make a statement if they so desire.

FINANCIAL INFORMATION

  Incorporated by reference and made a part hereof is the Annual Report of
Canandaigua National Corporation for the year ending December 31, 1996.

OTHER MATTERS

  The Board of Directors knows of no other matters to be brought before the
1997 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



                              George W. Hamlin, IV
                              Secretary - Board of Directors
                              February 26, 1997