UNITED  STATES
                     SECURITIES  AND  EXCHANGE  COMMISSION
                          Washington,  D.C.  20549
                                   FORM  10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of  1934
       For  the  fiscal  year  ended  December  31,  2001

[ ] 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  of Incorporation)        (IRS Employer Identification No.)

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

Registrant's  telephone  number,  including  area  code  (585)  394-4260

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  NONE

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

                              240,000  shares  $50  par  common
                              ---------------------------------
                                    (Title  of  class)

  Indicate  by  check mark whether the registrant (1) 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) been subject to such filing requirements for the past 90 days.
Yes   [X]    No   [  ]

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of
Regulation  S-K  is  not  contained  herein,  and  will not be contained, to the
best  of  Registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  Yes   [X]      No   [  ]

Aggregate  market  value  of  the  voting  stock  held  by non-affiliates of the
Registrant  as  of  January  31,  2002.

     Common  Stock,  $50.00  par  value  -  described  on  page 9 of 2001 Annual
     Report  and Common Stock Data disclosed on page 33 of the Annual Report are
     incorporated  herein  by  reference.

     Number  of  shares  outstanding  of the Registrant's shares of common stock
     as  of  January  31,  2002.  158,887 shares, common stock, $50.00 par value

     The  Company's  stock  is  not  actively  traded  nor  is  it traded in the
over-the-
     counter  market.  In  addition, it is not listed with a national securities
exchange.
     Due to the limited number of transactions, the weighted average sales price
     disclosed  on  page  33  of  the Annual Report may not be indicative of the
actual
     market  value  of  the  Company's  stock.


                                                            Page  1
<PAGE>

                        Documents  Incorporated  by  Reference
                      ---------------------------------------------------

Portions  of  the Registrant's Annual Report to Shareholders for the fiscal year
ended  December  31,  2001,  are  incorporated by reference into Parts I and II.

Portions  of  the Registrant's Definitive Proxy Statement relating to the Annual
Meeting  of  Shareholders  held on March 13, 2002, are incorporated by reference
into  Part  III.


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.






























                                                            Page  2
<PAGE>

<TABLE>

<CAPTION>

     CANANDAIGUA  NATIONAL  CORPORATION
     FORM  10-K
     INDEX


Page No.
PART I.


                                                                  <c>
Item 1.  Business                                                      4

Item 2.  Properties                                                   20

Item 3.  Legal Proceedings                                            21

Item 4.  Submission of Matters to a Vote of
             Security Holders                                         21

PART II.
Item 5.  Market for the Registrant's Common Stock
              and Related Security Holder Matters                     21

Item 6.  Selected Financial Data                                      22

Item 7.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations            22

Item 7A. Quantitative and Qualitative Disclosures about Market Risk   27

Item 8.  Financial Statements and Supplementary Data                  33

Item 9.  Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                    34

PART III.
Item 10. Directors and Executive Officers of
          the Registrant                                              34

Item 11. Executive Compensation                                       34

Item 12. Security Ownership of Certain
              Beneficial Owners and Management                        34

Item 13. Certain Relationships and Related Transactions               34

PART IV.
Item 14. Exhibits, Financial Statement
          Schedules and Reports on Form 8-K                           35

Signatures                                                            36

</TABLE>
















                                                            Page  3
<PAGE>

PART  I

Item  1.  Business

Canandaigua  National  Corporation

     Canandaigua  National  Corporation, referred to as "Company", is a one-bank
holding  company  that  builds  lasting  customer  relationships  by  providing
comprehensive  financial  solutions to individuals, be they building families or
businesses.  It was organized on October 31, 1984, and registered under the Bank
Holding  Company  Act  of  1956,  for the purpose of becoming a one-bank holding
company.  The  formation  of the bank holding company was consummated on May 31,
1985,  through the exchange of 80,000 shares of Canandaigua National Corporation
$50  par value common stock for all of the outstanding shares of The Canandaigua
National Bank and Trust Company.  The one-bank holding company serves as a means
of  increasing  the  scope  of banking and financial services in the market area
served  by  The  Canandaigua  National  Bank  and  Trust  Company. The Company's
principal  operating  subsidiaries  are CNB Mortgage Company and The Canandaigua
National  Bank and Trust Company, However, the Bank is and is expected to remain
the  principal  source  of  the  Company's  operating  revenue  and  net income.

CNB  Mortgage  Company

     The  Company  acquired  100%  of  CNB  Mortgage  Company (formerly known as
HomeTown Funding, Inc.) in October 1997.  CNB Mortgage Company, operating as the
Company's  mortgage  department, offers a full line of mortgage products.  It is
engaged  in  underwriting  and  funding  mortgages primarily in western New York
State.  It  resells residential mortgages to the Bank and unaffiliated entities,
which  service  the  loans.  In  January 2001 all (non-construction) residential
mortgage  origination activities of the Bank were consolidated into CNB Mortgage
Company, completing a three-year process of consolidating from three origination
units  to  one.  On  January  1,  1999,  the Company merged the mortgage banking
operations of CNB Mortgage Company and Greater Funding of New York, Inc (GFNYI),
a  mortgage  banking  company formed in 1990 and owned 100% by the Company since
1996.

The  Canandaigua  National  Bank  and  Trust  Company

     The  Canandaigua  National Bank and Trust Company ("Bank") was incorporated
under  the  laws  of  The  United  States of America as a national bank in 1887.
Since  that  time, the Bank has operated as a national banking association doing
business  at its main office at 72 South Main Street, Canandaigua, New York, and
several  locations  in  Ontario  County  and  Monroe  County,  New  York.

     As  of  December  31,  2001, Bank had total assets of $724.3 million; total
capital  of  $45.7  million; and total deposits of $673.0 million.  Its deposits
are  insured  through  the  Bank Insurance Fund by the Federal Deposit Insurance
Corporation  (FDIC),  subject  to  the  FDIC  limits.

     The  Bank  provides  a  full  range  of  financial  services to its retail,
commercial and municipal customers through a variety of deposit, lending, trust,
investment  and  insurance  products.  These products are delivered by employees
through  a  "lifestyle"  marketing  concept,  whereby  customers'  needs  are
anticipated  and evaluated based upon their stage in life (e.g., growing family,
retirement,  college  student,  etc.).  New  products  are developed around this
concept.  These  services  are  delivered through the Bank's network of eighteen
community  banking  offices,  which  include  drive-up  facilities and automatic
teller  machines,  other  remote  cash-dispensing  machines,  its  customer call
center, and the internet.  The locations and staffing of the Bank's full-service
offices  are  described  in  more  detail in Item 2 and on page 35 of the Annual
Report.

     The  Bank's  deposit  services  include  accepting time, demand and savings
deposits,  NOW  accounts,  regular  savings  accounts,  money  market  deposits,
fixed-rate  time  deposits and club accounts.  The Bank also provides its retail
customers  safe-keeping services through the renting of safe deposit facilities.


                                                            Page  4
<PAGE>
Item  1.  Business  (continued)

     The Bank's lending services include making secured and unsecured commercial
and consumer loans, financing commercial transactions either directly or through
regional  industrial  development  corporations,  and  making  construction  and
mortgage  loans.  Other  services  include  making  residential  mortgage loans,
revolving credit loans with overdraft checking protection, small business loans,
and  education  finance  products.  The  Bank's business loans include seasonal,
credit,  collateral,  and  term  loans.

     Trust  and  investment  services  provided  by the Bank include services as
executor and trustee under wills and trust agreements, as guardian and custodian
and  as  trustee  and  agent  for pension, profit sharing, individual retirement
account and other employee benefit trusts as well as various investment, pension
and  estate  planning services.  Trust services also include service as transfer
agent  and  registrar  of  Canandaigua  National Corporation stock and as paying
agent  for  bond  issues  and  as  escrow  agent.

     Since  the  formation  of  its  insurance  subsidiary  in 1995 and upon its
successful  lawsuit  against the New York State Superintendent of Insurance, the
Bank  has been offering a full line of auto, home and life insurance products to
its  customers  through  its  wholly  owned  subsidiary  CNB  Insurance  Agency.

      The  Bank  also  acts  as  advisor  to the Canandaigua Equity Fund and the
Canandaigua  Bond  Fund.  [Shares  of  these  funds  are  not  bank  deposits or
obligations  of,  or guaranteed or endorsed by, any bank, and are not insured by
the  Federal  Deposit  Insurance  Corporation,  the Federal Reserve Board or any
other  agency.  Shares  of  these  funds  may  increase  or  decrease in value.]

      The  Bank  has a relatively stable deposit base, and no material amount of
deposits  are obtained from a single depositor.  Historically, approximately 15%
- 20% of average deposits are placed by local governments in the Bank's business
region.  The  Bank  has not experienced any significant seasonal fluctuations in
the  amount  of its deposits, nor does the Bank rely on foreign sources of funds
or  income.

Geographic  Market  Served

     The  Company's physical market area generally covers western Ontario County
and  Monroe  County  in  New  York  State.  Customers  generally  initiate their
relationship  with  the Bank from this area. However, the Bank conducts business
through  the  internet and by telephone and with payment services such as credit
cards  and debit cards; thus, the Bank's customers are served world-wide.  Since
the  mid  1990s,  the  Bank has expanded into Monroe County by opening community
banking  offices  in  Pittsford  (1995), Webster/Penfield (1998), Greece (1999),
Chili  (1999),  Honeoye  Falls  (1999),  Perinton  (2000),  Irondequoit  (2000),
Bushnell's Basin (2000), and the City of Rochester (2000).  In 2001, the Company
relocated  the Honeoye Falls office to a permanent site. Plans to open an office
in  Brighton  in  2002  are  being  finalized.

Competition

     The  Company  considers its business to be highly competitive in its market
areas.  The Company competes with respect to its lending services, as well as in
attracting  deposits,  with  commercial  banks,  savings banks, savings and loan
associations,  insurance  companies,  regulated  small  loan companies, non-bank
banks,  credit  unions  and investment managers.  The Company also competes with
securities  firms, brokerages, insurance companies, investment counseling firms,
mutual  funds  and  other  business firms and individuals in corporate trust and
investment  management  services.

     The  Company  is  generally  competitive with financial institutions in its
service  areas  with respect to interest rates paid on time and savings deposits
and  interest  rates  charged  on  loans  and  charges  for  services.




                                                            Page  5
<PAGE>
Item  1.  Business  (continued)

     One  measure  of competitive strength is the percentage of deposits held by
an  institution  in  a  geographic  location.  Based  upon  the most recent data
available from the Federal Financial Institutions Examination Council (FFIEC) as
of  June  30,  2001,  the  Company's  share of deposits for all banks and credit
unions  (with  share  totals greater than $50 million) in the Company's physical
market  area was  4.20% ($578.4 million)in 2001, 4.02% ($509.4 million) in 2000,
and  3.27%  ($395.5 million)in 1999.  At June 30, 2001, this defined market area
had  total  deposits  of  approximately  $13.8  billion.

Employees

     At  December 31, 2001, the Company had 324 employees of whom 75 worked on a
part-time  basis.  None  of the employees are covered by a collective bargaining
agreement.  The  Company  considers  its relations with its employees to be very
good.

Supervision  and  Regulation

     Canandaigua  National  Corporation  is  incorporated  under the laws of the
State  of  New  York.  As  a bank holding company, the Company is subject to the
Bank Holding Company Act of 1956, as amended (the "BHC Act"), and is required to
file  annual  reports  and such additional information as may be required by the
Federal  Reserve  Board  (the  "FRB")  pursuant to the BHC Act.  The FRB has the
authority  to  examine  the  Company  and  its  subsidiaries.

     The  Gramm-Leach-Bliley  Act (the Act) of 1999 represents the most sweeping
reform  of  financial  services regulation in over sixty years.  The Act permits
the creation of new financial products under a strong regulatory regime based on
the  principle  of  functional  regulation.  The  legislation  eliminates  legal
barriers  to  affiliation among banks and securities firms, insurance companies,
and  other  financial  services  companies.  The  Act  provides  financial
organizations  with  flexibility in structuring these new financial affiliations
through  a holding company structure or a financial subsidiary, with appropriate
safeguards.

     The  Act  preserves  the  role of the Federal Reserve Board as the umbrella
supervisor  for  holding companies while at the same time incorporating a system
of  functional  regulation  designed  to  utilize  the  strengths of the various
federal  and  state  regulators.  It  also  sets up a mechanism for coordination
between  the  Federal  Reserve Board and the Secretary of the Treasury regarding
the approval of new financial activities for both holding companies and national
bank  financial subsidiaries. The Act provides for functional regulation of bank
securities  activities.  The  Act  repeals  bank's  blanket  exemption  from the
definition  of  a "broker" and replaces it with a set of limited exemptions that
allow  the  continuation  of  some  traditional  activities  performed  by banks
(trust-related  activities).  The  Act  amends the Exchange Act to include banks
within the general definition of dealer.  The bank exclusion from the definition
of  investment  adviser  is  also  eliminated.

     The  Act  also  establishes, for the first time, a minimum federal standard
for  privacy.  Financial  institutions  are  required  to  have  written privacy
policies  that  must  be  disclosed to customers.  The disclosure of a financial
institution's privacy policy must take place at the time a customer relationship
is  established  and  not  less  than  annually  during  the continuation of the
relationship.

         The  Act opens the possibility for complex new products to be developed
with  both  banking  and  securities elements.  The Act provides a procedure for
handling  new  hybrid products sold by banks that have securities elements.  The
statute provides for a rule-making and resolution process between the Securities
and Exchange Commission (SEC) and the Federal Reserve Board regarding new hybrid
products,  with  a  federal  appeal  court  as  final  arbiter.





                                                            Page  6
<PAGE>
Item  1.  Business  (continued)

     As discussed above, the Company already conducts business, directly through
affiliates  or  through other contractual arrangements in many of the activities
allowed  under  the  Act.  Management  and  the  Board  of  Directors review the
Company's  strategic  plan  at  least  annually.  There  are no current plans to
materially  expand  or  change the types of products or service offerings beyond
those  currently  provided.

     The  Federal  Reserve  Act  imposes restrictions on extensions of credit by
subsidiary banks of a bank holding company to the bank holding company or any of
its subsidiaries, or investments in the stock or other securities of the holding
company,  and  on the use of such stock or securities as collateral for loans to
any  borrower.  Further, under the FRB's regulations, a bank holding company and
its  subsidiaries are prohibited from engaging in certain tie-in arrangements in
connection  with  any  extension  of  credit,  lease  or  sale  of  property, or
furnishing  of  services.

     From  time  to  time, the FRB may adopt further regulations pursuant to the
Act.  The Company cannot predict whether any further regulations will be adopted
nor  how  such  regulations  might  affect the consolidated operating results or
business  of  the  Company.

     In  addition, the Company reports to the Securities and Exchange Commission
under  the  laws  governing  corporations  with  registered  securities.

     The  primary  supervisory  authority  of  the  Bank  is  the  Office of the
Comptroller  of  the  Currency (the " OCC"), which regularly examines aspects of
the  Bank's  operations  such as capital adequacy, reserves, loans, investments,
management  practices, etc.  In addition to these regular examinations, the Bank
must furnish quarterly and annual reports to the OCC.  The OCC has the authority
to issue cease-and-desist orders to prevent a bank from engaging in an unsafe or
an  unsound  practice  or  violating  the  law  in  conducting  its  business.

     The  Bank  is  also a member of the Federal Reserve System, and as such, is
subject  to  certain laws and regulations administered  by the FRB.  As a member
of  the  Federal  Reserve  System, the Bank is required to maintain non-interest
bearing  reserves  against  certain  accounts.  (Refer  to Note 15 of the Annual
Report).  The  amount  of  reserves  required to be maintained is established by
regulations  of  the  FRB  and  is  subject  to  adjustment  from  time to time.

     The  Bank's  deposits  are  insured by the Bank Insurance Fund (BIF) of the
FDIC  up  to  a  maximum of $100,000 per insured deposit account, subject to the
rules  and  regulations  of  the  FDIC.  For  this  protection,  the Bank pays a
quarterly  statutory  assessment.

Government  Monetary  Policies  and  Economic  Controls

     The  earnings  of  the Company and the Bank are affected by the policies of
regulatory  authorities  including the Comptroller of the Currency, the Board of
Governors  of  the  Federal  Reserve  System  and  the Federal Deposit Insurance
Corporation.  An important function of the Federal Reserve System is to regulate
the  money  supply  and interest rates.  Among the instruments used to implement
these  objectives  are  open  market  operations  in U.S. Government securities,
changes in reserve requirements against member bank deposits, and changes in the
federal  discount  rate.  These  instruments are used in varying combinations to
influence  overall  growth  and  distribution  of  bank  loans,  investments and
deposits,  and their use may also affect interest rates charged on loans or paid
for  deposits.

     The  policies  and  regulations  of the Federal Reserve Board have had, and
will  probably  continue  to  have, a significant effect on the Bank's deposits,
loans  and  investment  growth, as well as the rate of interest earned and paid,
and  are  expected to affect the Bank's operations in the future.  The effect of
such  policies and regulations, if any, upon the future business and earnings of
the  Bank  cannot  be  predicted.



                                                            Page  7
<PAGE>
Item  1.  Business  (continued)

     The  United  States  Congress  has  periodically  considered  and  adopted
legislation  that  has  resulted  in  deregulation  of banks and other financial
institutions.  Such  legislative  changes  have  placed  the Bank in more direct
competition with other financial institutions including mutual funds, securities
brokerage  firms,  insurance companies, and investment banking firms. The effect
of  any  such  legislation  on  the  business  of  the Bank cannot be predicted.

Consolidated  Financial  and  Statistical  Data

     A  review  of  the  business  activities  of  the  Company  and  Bank  is
presented  in  the  following  pages.
















































                                                            Page  8
<PAGE>

STATISTICAL  DISCLOSURE  BY  BANK  HOLDING  COMPANIES

     Distribution  of  Assets,  Liabilities  and  Stockholders' Equity; Interest
Rates  and  Interest  Differential

A.  and  B.  Average  Balance  Sheets  and  Analysis  of  Net  Interest  Margin

     The  following  table  reflects  the  net interest margin and interest rate
spread for the years shown, on a tax equivalent basis. Average amounts are based
upon  the  average  daily  balances.

<TABLE>
<CAPTION>


           Average Balance Sheets and Analysis of Net Interest Margin
              For the Years Ended December 31, 2001, 2000 and 1999
                             (Dollars in thousands)


               2001                      Average              Average
                                         Balance   Interest      Rate
------------------------------------  ----------  ---------  --------

                                   <c>         <c>        <c>
Assets
Interest earning assets:
  Interest bearing deposits with
    others                            $      666  $      23      3.45  %
  Federal funds sold                       2,731         86      3.15
  Securities (1):
    Taxable                               56,416      2,613      4.63
    Tax-exempt                            47,216      2,839      6.01
  Loans, net (2)                         484,526     39,408      8.13
                                      ----------  ---------  --------
      Total interest earning assets      591,555     44,969      7.60
                                                  ---------  --------
Non-interest earning assets               54,313
                                      ----------
      Total assets                    $  645,868
                                      ==========

Liabilities and Stockholders'
Equity
Interest bearing liabilities:
  Savings, interest checking and
    money market                      $  267,056  $   5,784      2.17  %
  Certificates of deposit                231,118     11,803      5.11
  Borrowings                               9,285        390      4.20
                                      ----------  ---------  --------
      Total interest bearing
        liabilities                      507,459     17,977      3.54
                                                  ---------  --------
Non-interest bearing liabilities          92,744
Stockholders' equity                      45,665
                                      ----------
      Total liabilities and
        stockholders' equity          $  645,868
                                      ==========

Interest rate spread                     4.06  %
                                      ==========
Net interest margin                   $   26,992    4.56  %
                                      ==========  =========
<FN>

(1)     Securities  available-for  sale are stated at fair value and include the
Company's  required  investments  in Federal Reserve Bank Stock and Federal Home
Loan  Bank  Stock.  Interest  include  a tax equivalency adjustment of $878,000.
(2)     Average  balance  includes  non-accrual  loans.  Interest  includes
amortization  of  net  deferred  origination  costs  of  $947,000.
</TABLE>












                                                            Page  9
<PAGE>

<TABLE>

<CAPTION>


STATISTICAL  DISCLOSURE  BY  BANK  HOLDING  COMPANIES  (continued)



               2000                      Average              Average
                                         Balance   Interest      Rate
------------------------------------  ----------  ---------  --------

                                   <c>         <c>        <c>
Assets
Interest earning assets:
  Interest bearing deposits with
    others                            $      107  $       5      4.67  %
  Federal funds sold                       1,201         71      5.91
  Securities (1):
    Taxable                               40,095      2,355      5.87
    Tax-exempt                            46,018      2,882      6.26
  Loans, net (2)                         431,768     37,406      8.66
                                      ----------  ---------  --------
      Total interest earning assets      519,189     42,719      8.23
                                                  ---------  --------
Non-interest earning assets               50,052
                                      ----------
      Total assets                    $  569,241
                                      ==========

Liabilities and Stockholders'
Equity
Interest bearing liabilities:
  Savings, interest checking and
    money market                      $  217,052  $   5,449      2.51  %
  Certificates of deposit                205,140     11,985      5.84
  Borrowings                              21,760      1,367      6.28
                                      ----------  ---------  --------
      Total interest bearing
        liabilities                      443,952     18,801      4.23
                                                  ---------  --------
Non-interest bearing liabilities          82,618
Stockholders' equity                      42,671
                                      ----------
      Total liabilities and
        stockholders' equity          $  569,241
                                      ==========

Interest rate spread                     4.00  %
                                      ==========
Net interest margin                   $   23,918    4.60  %
                                      ==========  =========
<FN>

(1)  Securities  available-for  sale  are  stated  at fair value and include the
Company's  required  investments  in Federal Reserve Bank Stock and Federal Home
Loan  Bank  Stock.  Interest  include  a tax equivalency adjustment of $884,000.
(2)  Average  balance includes non-accrual loans. Interest includes amortization
of  net  deferred  origination  costs  of  $604,000.
</TABLE>























                                                            Page  10
<PAGE>
<TABLE>
<CAPTION>

STATISTICAL  DISCLOSURE  BY  BANK  HOLDING  COMPANIES  (continued)



               1999                      Average              Average
                                         Balance   Interest      Rate
------------------------------------  ----------  ---------  --------

                                   <c>         <c>        <c>
Assets
Interest earning assets:
  Interest bearing deposits with
    others                            $      182  $       6      3.30  %
  Federal funds sold                       4,700        227      4.83
  Securities (1):
    Taxable                               36,647      2,015      5.50
    Tax-exempt                            40,853      2,524      6.18
  Loans, net (2)                         339,351     28,683      8.45
                                      ----------  ---------  --------
      Total interest earning assets      421,733     33,455      7.93
                                                  ---------  --------
Non-interest earning assets               47,893
                                      ----------
      Total assets                    $  469,626
                                      ==========

Liabilities and Stockholders'
Equity
Interest bearing liabilities:
  Savings, interest checking and
    money market                      $  188,333  $   4,678      2.48  %
  Certificates of deposit                156,618      8,049      5.14
  Borrowings                               9,917        527      5.31
                                      ----------  ---------  --------
      Total interest bearing
        liabilities                      354,868     13,254      3.73
                                                  ---------  --------
Non-interest bearing liabilities          73,225
Stockholders' equity                      41,533
                                      ----------
      Total liabilities and
        stockholders' equity          $  469,626
                                      ==========

Interest rate spread                     4.20  %
                                      ==========
Net interest margin                   $   20,201    4.78  %
                                      ==========  =========

<FN>

(1)     Securities  available-for  sale are stated at fair value and include the
Company's  required  investments  in Federal Reserve Bank Stock and Federal Home
Loan  Bank  Stock.  Interest  include  a tax equivalency adjustment of $783,000.
(2)  Average  balance includes non-accrual loans. Interest includes amortization
of  net  deferred  origination  costs  of  $470,000.
</TABLE>





C.  Rate/Volume  Analysis

The  following  table  sets  forth  the dollar and volume of changes in interest
income  and  interest expense, on a tax equivalent basis, resulting from changes
in  the  volume  of  earning  assets  and interest bearing liabilities, and from
changes  in  rates.  Volume  changes  are  computed  by  multiplying  the volume
difference  by  the prior year's rate.  Rate changes are computed by multiplying
the  rate difference by the prior year's balance.  The change in interest due to
both rate and volume has been allocated to rate and volume changes in proportion
to  the  dollar  amounts  of  the  change  in  each.









                                                            Page  11

<PAGE>
STATISTICAL  DISCLOSURE  BY  BANK  HOLDING  COMPANIES  (continued)

C.  Rate/Volume  Analysis  (continued)
<TABLE>
<CAPTION>


                              Rate/Volume Analysis
                 For the Years Ended December 31, 2001 and 2000
                             (Dollars in thousands)

                                 2001  compared  to  2000

                               Increase/(decrease)  due
                                   to  change  in

                                   Volume    Rate    Total
                                  --------  -------  ------

                               <c>       <c>      <c>
Assets
  Interest bearing deposits with
    others                        $    20       (2)     18
  Federal funds sold                   60      (45)     15
  Securities                          979     (764)    215
  Loans, net                        4,384   (2,382)  2,002
                                  --------  -------  ------
      Total                       $ 5,443   (3,193)  2,250
                                  ========  =======  ======

Liabilities
  Savings, interest checking and
    money market                  $ 1,218     (883)    335
  Certificates of deposit           1,422   (1,604)   (182)
  Borrowings                         (619)    (358)   (977)
                                  --------  -------  ------
      Total                         2,021   (2,845)   (824)
                                  ========  =======  ======

Net change                        $ 3,422     (348)  3,074
                                  ========  =======  ======

</TABLE>




<TABLE>
<CAPTION>


                                  2000  compared  to  1999

                             Increase/(decrease)  due
                                   to  change  in


                                   Volume    Rate   Total
                                  --------  ------  ------

                               <c>       <c>     <c>
Assets
  Interest bearing deposits with
    others                        $    (3)      2      (1)
  Federal funds sold                 (198)     42    (156)
  Securities                          519     179     698
  Loans, net                        7,990     733   8,723
                                  --------  ------  ------
      Total                       $ 8,308     956   9,264
                                  ========  ======  ======

Liabilities
  Savings, interest checking and
    money market                  $   720      51     771
  Certificates of deposit           2,730   1,206   3,936
  Borrowings                          729     111     840
                                  --------  ------  ------
      Total                         4,179   1,368   5,547
                                  ========  ======  ======

Net change                        $ 4,129    (412)  3,717
                                  ========  ======  ======

</TABLE>






                                                            Page  12
<PAGE>
STATISTICAL  DISCLOSURE  BY  BANK  HOLDING  COMPANIES  (continued)

II.  Securities  Portfolio

A.  Securities  Portfolio

<TABLE>
<CAPTION>

     The  following  table summarizes the Company's carrying value of securities
available for sale and held to maturity. Other securities includes the Company's
required  investments  in  Federal Reserve Bank Stock and Federal Home Loan Bank
Stock.

                                   Securities
                     As of December 31, 2001, 2000 and 1999
                             (Dollars in thousands)



                                       2001     2000    1999
                                     --------  ------  ------

                                  <c>       <c>     <c>
U.S. Treasury and other U.S.
  government agencies' obligations   $ 55,456  36,949  26,865
Obligations of states and political
  subdivisions                         61,918  42,062  46,061
Other securities                        3,622   4,963   6,486
                                     --------  ------  ------
      Total                          $120,996  83,974  79,412
                                     ========  ======  ======


</TABLE>


B.  Maturity  and  Yields  of  Securities  Portfolio

<TABLE>
<CAPTION>

     The  following table summarizes the maturities and weighted average yields of the Company's
securities available for sale and held to maturity at year end. Yields on "Obligations of States
and  Political  Subdivisions"  are  not  reflected  on a tax equivalent basis.  Other securities
includes  the Company's required investments in Federal Reserve Bank Stock and Federal Home Loan
Bank  Stock.  Mortgage  backed  securities,  included in other securities, are reported at their
final  stated  maturity,  notwithstanding  that  principal  is prepaid regularly, reducing their
effective  maturity.


                      Maturities and Weighted Average Yields of Securities
                                     As of December 31, 2001
                                     (Dollars in thousands)



                                               After             After
                                                One              Five
                            One               through           through           After
                          Year or               Five              Ten              Ten
                            Less                Years            Years            Years
                          --------            --------          -------          -------
                           Amount    Yield     Amount   Yield   Amount   Yield   Amount   Yield
                          --------  --------  --------  ------  -------  ------  -------  ------

                       <c>       <c>       <c>       <c>     <c>      <c>     <c>      <c>
U.S. Treasury and other
  U.S. Government agen-
  cies' obligations       $ 42,964     2.46%  $ 11,992   4.10%  $   500   7.49%  $    --     --%
Obligations of states
  and political
  subdivisions(1)           13,998     3.66     36,071   4.18    11,698   3.90       151   5.53
Other securities                --       --        593   7.90        --     --     3,029   2.22
                          --------  --------  --------  ------  -------  ------  -------  ------
      Total               $ 56,962     2.75%  $ 48,656   4.21%  $12,198   4.05%  $ 3,180   2.38%
                          ========  ========  ========  ======  =======  ======  =======  ======


<FN>

 (1)  Yields  are  not  reflected  on  a  tax  equivalent  basis.
</TABLE>







                                                            Page  13

<PAGE>
STATISTICAL  DISCLOSURE  BY  BANK  HOLDING  COMPANIES  (continued)

C.  Significant  Holdings

     At  December  31,  2001,  there  were  no  security  holdings  in which the
aggregate  of  any issuer exceeds ten percent of stockholders' equity, except US
Treasury  obligations.

III.  Loan  Portfolio

     The  loan  portfolio  is  comprised  solely  of  domestic  loans with their
concentrations  set  forth  in  the  schedule  of  loan  classifications  below.
Management  is  not  aware  of any material concentrations of credit risk to any
industry  or  individual  borrower.  The  following  summary  shows  the
classifications  of  loans  by  category.

A.  Types  of  Loans

<TABLE>
<CAPTION>

                           Composition of Loan Portfolio
                                As of December 31,
                              (Dollars in thousands)



                                   2001       2000      1999      1998      1997
                                 ---------  --------  --------  --------  --------

                              <c>        <c>       <c>       <c>       <c>
Commercial, financial, and
  agricultural                   $ 79,304    65,324    62,491    43,260    37,610
Commercial mortgage               245,915   195,153   141,255    83,771    74,228
Residential mortgage               85,402    81,475    69,862    76,130    94,593
Consumer
     Auto - indirect               85,243    93,746   103,605    84,370    73,211
     Other                         23,093    20,214    18,561    17,753    15,245
Other                              16,004     4,059     2,589     6,485    14,257
                                 ---------  --------  --------  --------  --------
                                  534,961   459,971   398,363   311,769   309,144
Less: Allowance for loan losses    (5,480)   (4,712)   (4,136)   (3,283)   (3,153)
                                 ---------  --------  --------  --------  --------
Loans, net                       $529,481   455,259   394,227   308,486   305,991
                                 =========  ========  ========  ========  ========

</TABLE>


B.  Maturities  and  Sensitivities  of  Loans  to  Changes  in  Interest  Rates

<TABLE>
<CAPTION>

     The following table sets forth the maturities and sensitivity to changes in
interest rates of the loan portfolio exclusive of real estate mortgage, consumer
and  other  loans.

                        Maturity and Sensitivity of Loans
                             As of December 31, 2001
                             (Dollars in thousands)


                                                 After
                                                 One
                                        One     through  After
                                      Year or    Five    Five
                                        Less     Years   Years  Total
                                      --------  -------  -----  ------

                                   <c>       <c>      <c>    <c>
Commercial, financial and
  agricultural                        $ 50,089   25,260  3,955  79,304

Loans maturing after one year:
  With a predetermined interest rate    14,910    3,716
  With a floating or adjustable rate    10,350      239

</TABLE>


     The  maturities  set  forth  above  are  based upon contractual maturities.
Demand  loans,  overdrafts and certain time loans, the principal of which may be
renewed  in  whole  or  in  part,  are  included  in  the  "  One  Year or Less"
classification.  The Company's loan policy encourages a repayment schedule to be
established  whenever  possible  for  loan  that  do not have stated contractual
maturities.

                                                            Page  14

<PAGE>
STATISTICAL  DISCLOSURE  BY  BANK  HOLDING  COMPANIES  (continued)

III.  Loan  Portfolio  (continued)

     The policy provides that a demand loan should mature within one year of its
origination,  with  any  renewals at the then prevailing interest rates and with
the assurance that the borrower demonstrates the ability to repay on maturity of
the  loan.

     The  Company  provides  standby  letters  of  credit commitments which also
provide for availability of funds over a period of generally one year.  All such
commitments  have  fixed  expiration dates and may require the payment of a fee.

     The  Company  extends lines of credit under which a customer may borrow for
various  purposes.  The  extension of these commitments and lines of credit have
been in the normal course of business. In the opinion of management, at December
31,  2001,  there  are  no material commitments to extend credit which represent
unusual  risks.

C.  Risk  Elements

(1)  Non-accrual,  Past  Due  and  Restructured  Loans

<TABLE>
<CAPTION>

     The  following  table  summarizes the Company's non-performing assets as of
December  31  for  each  of  the  last  five  years.
                              Non-Performing Assets
                              (Dollars in thousands)


                                      2001     2000     1999     1998     1997
                                    --------  -------  -------  -------  ------

                                 <c>       <c>      <c>      <c>      <c>
Loans past due 90 days or more and
  accruing:
  Commercial, financial, and
    agricultural                    $    34       22       --       14     347
  Real estate-commercial                 --       --       11      102     610
  Real estate-residential                69       17       13      157     508
  Consumer                              166      166       91      108     501
                                    --------  -------  -------  -------  ------
    Total past due 90 days or more
      and accruing                      269      205      115      381   1,966
                                    --------  -------  -------  -------  ------

Loans in non-accrual status:
  Commercial, financial, and
    agricultural                      2,793      437      509    1,498   1,210
  Real estate-commercial              1,653    1,890      980      225   1,327
  Real estate-residential               209      371      151      390     586
  Consumer                              333      471       --       --      53
                                    --------  -------  -------  -------  ------
    Total non-accrual loans           4,988    3,169    1,640    2,113   3,176
                                    --------  -------  -------  -------  ------

    Total non-performing loans        5,257    3,374    1,755    2,494   5,142
                                    --------  -------  -------  -------  ------

Other real estate owned:
  Commercial                          1,408    1,466    1,651    1,642   2,494
  Residential                            --       --       --       --      18
                                    --------  -------  -------  -------  ------
    Total other real estate owned     1,408    1,466    1,651    1,642   2,512
                                    --------  -------  -------  -------  ------

    Total non-performing assets     $ 6,665    4,840    3,406    4,136   7,654
                                    ========  =======  =======  =======  ======

Non-performing loans to total
  period-end loans                     0.98%    0.73%    0.44%    0.80%   1.66%
                                    ========  =======  =======  =======  ======

Non-performing assets to total
  period-end loans and other real
  estate                               1.24%    1.05%     .85%    1.33%   2.48%
                                    ========  =======  =======  =======  ======

Allowance to non-performing loans    104.24%  139.66%  235.67%  131.64%  61.32%
                                    ========  =======  =======  =======  ======


</TABLE>






                                                            Page  15
<PAGE>
STATISTICAL  DISCLOSURE  BY  BANK  HOLDING  COMPANIES  (continued)

III.  Loan  Portfolio  (continued)

     The  accrual  of  interest  on  commercial  and  real  estate  loans  is
discontinued,  and  previously  accrued and unpaid interest is reversed when the
loans  become  90  days  delinquent  or  when,  in  management's  judgment,  the
collection  of  principal  and  interest  is  uncertain.  Loans  are returned to
accrual  status  when  doubt  no  longer exists about the loan's collectibility.
Consumer  loans  are  generally  charged  off  upon  becoming 120 days past due.

     The Company earned interest on a cash basis of $140,000 in 2001, $55,000 in
2000, and $77,000 in 1999, on loans in non-accrual status at the respective year
end.  Additional  interest income of $279,000, $245,000, and $138,000 would have
been  recognized  on  these  loans during 2001, 2000, and 1999, respectively, if
they  had  been  current  in  accordance  with  the  original  terms.

(2)  Potential  Problem  Loans

     In January 2002, commercial real estate loans to one customer approximating
$3.1 million were placed on non-accrual. These loans were considered impaired at
year end 2001. Management believes the underlying collateral value of the loans,
and,  if  necessary,  the  liquidation thereof, are sufficient to cover the loan
balances  and  therefore  specific  reserves  on  these  loans  have  not  been
established.

IV.  Summary  of  Loan  Loss  Experience

A.  Analysis  of  Loss  Experience

     The  allowance  for loan losses is a valuation reserve available for losses
incurred  or  inherent in the loan portfolio. Credit losses arise primarily from
the  loan  portfolio, but may also be derived from other credit-related sources,
when drawn upon, such as, commitments, guarantees and standby letters of credit.
Additions  are  made  to  the  allowance  through periodic provisions, which are
charged  to  expense.  All losses of principal are charged to the allowance when
incurred  or  when  a determination is made that a loss is probable.  Subsequent
recoveries, if any, are credited to the allowance. The Company has established a
process  to assess the adequacy of the allowance for loan losses and to identify
the  risks  inherent  in  the  loan  portfolio.  This  process  consists  of the
identification  of  specific  reserves  for  identified  problem  loans  and the
calculation  of general reserves, which is a formula-driven calculation on loans
not  evaluated  on  a  specific basis.  Specific reserves are determined through
assessment  of  the  borrower's  ability  to  repay  and  the  fair value of the
underlying  collateral, for collateral dependent loans. If the carrying value of
a loan exceeds the discounted expected cash flows or the value of the underlying
collateral,  the  excess  is  specifically  reserved  or  charged  off.

     The calculation of the general reserve involves several steps. A historical
loss factor is applied to each loan by business segment and loan classification.
The  historical loss factors are calculated using a loan-by-loan, trailing eight
quarter  loss  migration  analysis  for  commercial loans. For all other loans a
portfolio-wide,  trailing  eight  quarter  loss  migration  analysis  is  used.
Adjustments  are  then made to the historical loss factors based on quantitative
objective  elements  (delinquency,  non-performing assets, classified/criticized
loan  trends,  charge-offs,  concentrations  of credit and recoveries, etc.) and
the  subjective  elements (economic conditions, portfolio growth rate, portfolio
management,  credit  policy,  and  others).

     While  management  uses available information to recognize losses on loans,
future  additions  to  the  allowance  may  be  necessary.  In addition, various
regulatory  agencies,  as  an  integral  part  of  their  examination  process,
periodically  review  the Company's allowance for loan losses. Such agencies may
require  the  Company  to  recognize  additions  to the allowance based on their
judgments  about information available to them at the time of their examination.



                                                             Page  16
<PAGE>
STATISTICAL  DISCLOSURE  BY  BANK  HOLDING  COMPANIES  (continued)

IV.  Summary  of  Loan  Loss  Experience  (continued)

     Management,  considering  current  information  and  events  regarding  the
borrowers'  ability  to repay their obligations, considers a loan to be impaired
when  it  is probable that the Company will be unable to collect all amounts due
according  to  the  contractual  terms  of  the  loan  agreement. When a loan is
considered to be impaired, the amount of the impairment is measured based on the
present  value  of expected future cash flows discounted at the loan's effective
interest  rate,  or  as  a  practical expedient, at the loan's observable market
price  or  the  fair  value  of  collateral if the loan is collateral dependent.
Impairment losses are included in the allowance for loan losses through a charge
to the provision for loan losses. Cash receipts on impaired loans are applied to
reduce the principal balance outstanding. In considering loans for evaluation of
impairment,  management  generally excludes smaller balance, homogeneous loans -
residential  mortgage  loans,  home  equity  loans and all consumer loans. These
loans  are  collectively  evaluated  for  impairment  as  discussed  above.

<TABLE>
<CAPTION>

The  following table summarizes the changes in the allowance for loan losses for
each  of  the  last  five  years.

                         Summary of Loan Loss Allowance
                              (Dollars in thousands)


                                    2001     2000    1999    1998     1997
                                  --------  ------  ------  -------  ------

                               <c>       <c>     <c>     <c>      <c>
Balance at beginning of year      $ 4,712   4,136   3,283    3,153   2,675

Provision charged to operations     1,431   1,028   1,239      641     851

Charge-offs:
  Commercial, financial and
    agricultural                     (201)   (165)     (3)    (274)   (257)
  Real estate-commercial               --      --      --       --      --
  Real estate-residential              (3)     --     (29)     (19)    (40)
  Consumer                           (839)   (792)   (843)    (760)   (498)
                                  --------  ------  ------  -------  ------
                                   (1,043)   (957)   (875)  (1,053)   (795)
                                  --------  ------  ------  -------  ------

Recoveries:
  Commercial, financial and
    agricultural                       27      85      20       25     190
  Real estate-commercial               --      --      --       --      --
  Real estate-residential               1      13       3      102      19
  Consumer                            352     407     466      415     213
                                  --------  ------  ------  -------  ------
                                      380     505     489      542     422
                                  --------  ------  ------  -------  ------

    Net charge-offs:                 (663)   (452)   (386)    (511)   (373)
                                  --------  ------  ------  -------  ------

Balance at end of year            $ 5,480   4,712   4,136    3,283   3,153
                                  ========  ======  ======  =======  ======

Net charge-offs to average loans     0.14%   0.10%   0.11%    0.17%   0.13%
                                  ========  ======  ======  =======  ======

Allowance to total loans             1.02%   1.02%   1.04%    1.05%   1.02%
                                  ========  ======  ======  =======  ======

</TABLE>










                                                            Page  17

<PAGE>
STATISTICAL  DISCLOSURE  BY  BANK  HOLDING  COMPANIES  (continued)

IV.  Summary  of  Loan  Loss  Experience  (continued)

B.  Allocation  of  Allowance  for  Loan  Losses

     The following table presents an allocation of the allowance for loan losses
and  the  percentage  of loans in each category to total loans at December 31 of
each  of the last five years.  In addition to an allocation for specific problem
loans, each category includes a portion of the general allowance for loan losses
based  upon  loans  outstanding,  credit  risk  and  historical  charge-offs.
Notwithstanding  the  following allocation, the entire allowance for loan losses
is  available  to  absorb  charge-offs  in  any  category  of  loans.


<TABLE>
<CAPTION>

                         Allocation of Allowance for Loan Losses
                                  (Dollars in thousands)



                                2001                 2000                 1999
                              Allowance    %(1)    Allowance    %(1)    Allowance  %(1)
-----------------------------  -------  ----------  -------  ----------  -------

                            <c>      <c>         <c>      <c>         <c>      <c>
  Commercial, financial, and
    agricultural(2)            $3,469        60.8%  $2,200        56.6%  $1,783    51.1%
  Real estate-residential         249        16.0      309        17.7       50    17.5
  Consumer                      1,762        23.2    2,203        25.7    2,303    31.4
                               -------  ----------  -------  ----------  -------  ------
                               $5,480       100.0%  $4,712       100.0%  $4,136   100.0%
                               =======  ==========  =======  ==========  =======  ======


                                 1998                1997
                              Allowance    %(1)    Allowance    %(1)
                               -------     -------  -------    -------

  Commercial, financial, and
    agricultural(2)            $1,484        40.7%  $1,974        36.2%
  Real estate-residential          54        24.4      111        30.6
  Consumer                      1,745        34.8    1,068        33.2
                               -------  ----------  -------  ----------
                               $3,283       100.0%  $3,153       100.0%
                               =======  ==========  =======  ==========


<FN>

(1)Percentage  of  loans  in  each  category  to  total  loans.
(2)Includes  commercial  real  estate.

</TABLE>


V.  Deposits

<TABLE>
<CAPTION>

     The  following  tables  summarize the average deposits and average rates paid
during  the  years  presented.
                          Average Deposits and Rates Paid
               For the Years Ended December 31, 2001, 2000 and 1999
                               (Dollars in thousands)



                               2001                    2000              1999
                             ------------------  ----------------  ---------------
                               Amount     Rate    Amount     Rate    Amount   Rate
                             --------  --------  -------  -------   -------  -----

                          <c>       <c>      <c>       <c>      <c>       <c>
Non-interest bearing demand  $ 87,803      --%  $ 78,775      --%  $ 66,769    --%
Interest-bearing demand        58,593    1.01%    51,652    1.15%    47,851  1.33%
Savings and money market      208,463    2.49%   165,400    2.93%   140,480  2.88%
Time                          231,118    5.11%   205,140    5.84%   156,618  5.14%
                             --------  -------  --------  -------  --------  -----
                             $585,977    3.00%  $500,967    3.48%  $411,718  3.09%
                             ========  =======  ========  =======  ========  =====


</TABLE>




                                                            Page  18
<PAGE>

<TABLE>
<CAPTION>

STATISTICAL  DISCLOSURE  BY  BANK  HOLDING  COMPANIES  (continued)

V.  Deposits  (continued)

     The  following  table  sets forth the time deposits of $100,000 or greater,
classified  by  the  time  remaining until maturity, which were on deposit as of
December  31,  2001.

           Maturity Distribution of Time Deposits of $100,000 or More
                            As of  December 31, 2001
                              (Dollars in thousands)




                  <c>
3 months or less     $28,655
3 through 6 months    25,748
6 through 12 months   25,882
Over 12 months        16,504
                     -------
                     $96,789
                     =======

</TABLE>




VI.  Return  on  Equity  and  Assets

<TABLE>
<CAPTION>

     The  following  table  sets  forth  certain  ratios  used in evaluating the
Company's  financial  position  and  results  of  operations.

                                Financial Ratios
              For the Years Ended December 31, 2001, 2000 and 1999



                                   2001    2000    1999
                                  ------  ------  ------

                               <c>     <c>     <c>
Return on average assets           0.88%   0.61%   0.50%
Return on average equity          12.40%   8.17%   5.68%
Dividend payout ratio             34.16%  54.44%  77.81%
Average equity to average assets   7.07%   7.50%   8.84%

</TABLE>


VII.  Short-term  Borrowings

<TABLE>
<CAPTION>

     The  following  table sets forth the Company's short-term borrowings at the
dates  indicated.  The  Company considers short-term borrowings to be those with
an  original  maturity  date  of  three  months  or  less.

                              Short-term Borrowings
              For the Years Ended December 31, 2001, 2000 and 1999
                             (Dollars in thousands)



                                              2001     2000     1999
                                            --------  -------  -------

                                         <c>       <c>      <c>
Amount outstanding at December 31,          $    --   10,400   18,900
  Weighted average rate                     $    --     5.85%    5.72%

Maximum outstanding at any month end
  during the year                           $28,200   19,200   26,300

Average amount outstanding during the year  $ 4,005    7,855    3,948
  Weighted average rate                        4.37%    6.30%    5.36%






</TABLE>


                                                            Page  19
<PAGE>

Item  2.  Properties

     Canandaigua National Corporation operates from the main office of the Bank.
The  Company  owns  a  building  in  Pittsford  that is occupied by CNB Mortgage
Company,  and  is  sublet to them and other unrelated businesses.  The Bank owns
and  leases  real property in Ontario County and Monroe County for its Community
Bank  Offices  and  to  support  its  operations.

<TABLE>
<CAPTION>

     As  of  December  31, 2001, the Bank's operations were conducted from eight offices
(including the main office) located in Ontario County, New York, and ten offices located
in  Monroe  County,  New  York.  The  main office of the Bank is a three-story structure
located at 72 South Main Street, Canandaigua, New York.  The administrative, operational
and  electronic  data processing offices of the Bank are located in this facility. There
are  drive-up  facilities  located at all permanent offices except for the Eastview Mall
and  Pittsford  offices.  Some of the leases also provide for contingent rent to be paid
annually  based  upon  increases in the Consumer Price Index (CPI). Properties providing
customer  service  are  as  follows:



Location                          Use                      Ownership       Expiration(1)
-----------------  ----------------------------------  ------------------  -------------

                <c>                                 <c>                 <c>
Canandaigua, NY    Main office                         Owned                          --
Bloomfield, NY     Bloomfield bank office              Owned                          --
Victor, NY         Victor bank office                  Owned                          --
Canandaigua, NY    Lakeshore bank office               Leased office          12/31/2011
Farmington, NY     Farmington bank office              Owned, leased land     06/30/2017
Honeoye, NY        Honeoye bank office                 Owned                          --
Shortsville, NY    Manchester-Shortsville bank office  Leased office          04/30/2009
Mendon, NY         Mendon bank office                  Leased office          12/31/2004
Victor, NY         Eastview Mall bank office           Leased office          10/31/2004
Pittsford, NY      Pittsford bank office               Owned                          --
Canandaigua, NY    Customer call center                Leased office          06/30/2002
Penfield, NY       Webster bank office                 Leased office          08/31/2008
Greece, NY         Greece bank office                  Leased office          10/31/2018
Chili, NY          Chili bank office                   Leased office          06/01/2010
Honeoye Falls, NY  Honeoye Falls bank office           Owned                          --
Irondequoit, NY    Irondequoit bank office             Owned                          --
Perinton, NY       Perinton bank office                Leased office          03/15/2009
Perinton, NY       Basin Park Financial Center         Leased office          04/30/2011
Rochester, NY      Rochester bank office               Leased office          12/31/2009
Pittsford, NY      CNB Mortgage Company office         Owned                          --

<FN>

(1)If  applicable;  includes  renewal  options.

</TABLE>


     During 2002, the Bank will continue to increase its number of Monroe County
offices.  It  expects  to enter into lease agreements for offices in the town of
Brighton,  New  York  and  another  in  the  town  of  Penfield,  New  York.
















                                                            Page  20
<PAGE>

<TABLE>
<CAPTION>

Item  2.  Properties  (continued)

     The  Bank  also  provides,  free to its customers, 24-hour banking services
through  automatic  teller  facilities located at each office and through remote
automatic  teller  machines  and  cash  dispenser  machines  at  the  following
locations:




                                            <c>
  Finger Lakes Community College               Hopewell, New York
  F.F. Thompson Hospital                       Canandaigua, New York
  Finger Lakes Performing Arts Center          Hopewell, New York
  Bristol Mountain                             Bristol, New York
  Case's Convenient                            Canandaigua, New York
  Roseland Bowl                                Canandaigua, New York
  The Greater Rochester International Airport  Rochester, New York
  The Company Store                            Cheshire, New York
  The Strong Museum                            Rochester, New York
  J-Mart                                       Canandaigua, New York
  Canandaigua Medical Group                    Canandaigua, New York
  Rank's IGA                                   Canandaigua, New York
  Webster Community Sports Center              Webster, New York
  Midtown Tennis Club                          Rochester, New York
  Hemlock General Store                        Hemlock, New York
  Roseland Waterpark                           Canandaigua, New York

</TABLE>


     The  Bank anticipates that in order to expand its service to its Monroe and
Ontario  County  customers  it will increase the number of remote cash-dispenser
machines  in  operation.

     The  carrying  value  of  the Company's properties as of December 31, 2001,
which  is required to be included herein pursuant to Item 102 of Regulation S-K,
is  included  in  Note  6  "Premises and Equipment" in the Notes to Consolidated
Financial  Statements  set  forth  on  page  20  of  the  2001  Annual Report to
Stockholders  and  is  incorporated  herein  by  reference.

Item  3.  Legal  Proceedings

     The  Company  and  its  subsidiaries  are, from time to time, parties to or
otherwise  involved  in  legal  proceedings  arising  in  the  normal  course of
business.  Management  does  not believe that there is any pending or threatened
proceeding  against  the  Company  or  its  subsidiaries  which,  if  determined
adversely,  would  have  a material effect on the Company's business, results of
operations  or  financial  condition.

Item  4.  Submission  of  Matters  to  a Vote of Security Holders (in the fourth
quarter  of  2001)

     None.

PART  II

Item  5.  Market  for  the Registrant's Common Stock and Related Security Holder
Matters

     The  market  and  dividend  information  required  to  be  included herein,
pursuant to Item 201 of Regulation S-K, is incorporated herein by reference from
page  33  of  the  2001  Annual  Report to Stockholders and the Proxy Statement.

     While  there  can  be  no assurance that the amount and timing of dividends
paid  in  recent  years  will  continue,  management has no knowledge of current
activities that would require reduction of dividends paid in recent years and at
the  same  times.

       At  December  31, 2001, the Company had approximately 877 shareholders of
record. Information regarding beneficial ownership of the Company's stock is set
forth  in  the  Company's  Proxy Statement and incorporated herein by reference.

                                                            Page  21
<PAGE>

Item  6.  Selected  Financial  Data

<TABLE>
<CAPTION>

     The  following  table  represents  a  summary of selected components of the
Company's  consolidated  financial  statements for the five years ended December
31,  2001.  All information concerning the Company should be read in conjunction
with  the  consolidated  financial  statements  and  related  notes.

                             Selected Financial Data
                  (Dollars in thousands except per share data)



                                 2001     2000     1999     1998     1997
                               --------  -------  -------  -------  -------

                            <c>       <c>      <c>      <c>      <c>
Income Statement Information:
  Net interest income          $ 26,114   23,034   19,418   18,420   18,194
  Provision for loan losses       1,431    1,028    1,239      641      851
  Other income                   10,545    9,452    7,978    5,924    3,788
  Operating expenses             27,147   26,756   22,904   18,430   15,632
  Income taxes                    2,419    1,215      896    1,686    1,762
  Net income                      5,662    3,487    2,357    3,587    3,737

Balance Sheet Data:
  Total investments            $120,996   83,974   79,412   76,464   74,499
  Total loans, net              529,481  455,259  394,227  308,486  305,991
  Total assets                  725,718  594,737  522,135  428,047  418,942
  Total deposits                670,843  533,513  454,290  376,507  324,761
  Total borrowings                1,097   12,644   22,218    7,142   50,667
  Total equity                   48,132   44,269   42,477   42,478   40,932
  Average assets                645,868  569,241  469,626  417,001  385,767
  Average equity                 45,665   42,671   41,533   40,357   39,383

Per Share Data:
  Net income, basic            $  35.67    22.00    14.82    22.38    23.22
  Net income, diluted          $  35.42    21.86    14.78    22.38    23.22
  Cash dividends               $  12.10    11.90    11.50    11.00    10.00

</TABLE>


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
of  Operations

     The purpose of this discussion is to focus on information about Canandaigua
National  Corporation's  financial  condition and results of operations which is
not  otherwise apparent from the consolidated financial statements in the annual
report.  Reference should be made to those statements and the selected financial
data  presented elsewhere in this document for an understanding of the following
discussion  and  analysis.  (Dollar and percentage changes are calculated before
rounding.)

Overview
--------

     The  Company  continued  to experience asset and deposit growth during 2001
and  were  greater  than  seen  in  2000.  This  growth was accomplished without
opening  any  new  banking  offices during the year.  Plans for 2002 include the
construction  and  opening  of  a  banking  office in Brighton. During 2001, the
Company also saw total revenue (net interest income plus other income) growth of
12.8%,  while  operating  expense grew at only 1.5%.  The increase in assets and
revenues  without  attendant  growth  in  operating  expenses  is  reflective of
management's  efforts  to  control  expense growth, while continuing to grow the
franchise.

     Total  assets  grew  22.0%,  investments  grew 44.1%, net loans grew 16.3%,
deposits  grew  25.7%,  and equity grew 8.73%.  The Company's investments in new
banking  offices  and other expansion activities management began making in 1998
are  paying  off,  with  earnings of $5.7 million in 2001, a 62.4% increase over
2000's  $3.5  million.


                                                            Page  22
Item  7.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
           Results  of  Operations  (continued)
<PAGE>

     Year  2001's results of $35.42 diluted earnings per share compare favorably
to  budget  of  $29.17 and to 2000's results of $21.86.  The Company anticipates
lower  income  growth in 2002 than implied in management's five-year accelerated
growth  plan  developed  in late 1998; with a target of $36.52.  Management also
anticipates  2002's asset growth will be significantly lower than 2001's at less
than 5%.  The economic recession of 2001 and the tragic events of 9/11 could not
have  been  foreseen  in  1998.  Consequently,  management believes its original
five-year  plan  may  take six years to accomplish. While management anticipates
the  aforementioned  targets  will  be  met in 2002, it is subject to changes in
economic  conditions,  the real estate market, interest rates and other factors.
Therefore,  actual  results  may  vary  materially  from  projected  results.

     Positively  impacting 2001's pre-tax results was approximately $0.2 million
in  reversed  contract  termination costs.  As more fully discussed in Note 2 to
the  Consolidated  Financial  Statements,  the sale of the Company's credit card
portfolio  will  occur  later  than  anticipated  and  the termination costs are
expected  to  be  lower  than  originally  estimated.

     While  the  quality  of  the Company's assets remained relatively good with
non-performing  loans  at  December  31, 2001, at less than 1.0% of total loans,
overall  quality  has  declined  in  both  2001 and 2000. The allowance for loan
losses stood at 104.2% of non-performing loans at year-end 2001 versus 139.7% at
December  31,  2000.  In addition, the provision for loan loss increased to $1.4
million  in 2001 from $1.0 million in 2000, reflective of portfolio growth and a
decline  in  asset quality.  Other real estate owned declined to $1.4 million in
2001  from  $1.5  million  in  2000.

Financial  Condition
--------------------

     As  of  December 31, 2001, total assets of the Company were $725.7 million,
up  from  $594.7  million at year-end 2000. Cash and equivalents increased $10.3
million  to  $38.5  million.  Relative to total assets, this is a higher balance
than  historically  would  be  kept in cash, but with the federal funds rate the
same as the rate the Company was receiving on its interest bearing accounts with
other financial institutions, management decided to leave these short-term funds
in  deposit  accounts  rather that move them to the federal funds market and the
end of 2001.  Subsequent to year-end 2001, these balances were reduced by normal
liquidity needs such as investment purchases, loan fundings and customer deposit
withdrawals.
     Securities  showed  an  increase  of  $38.0  million to $118.9 million. The
Company's securities, with the exception of a minor amount of equity securities,
are  classified  as  held  to  maturity  debt  securities.

     The  portfolio  is  comprised  mainly  of  U.S. Treasuries and agencies and
tax-exempt  obligations  of  state  and  local  subdivisions.  Nearly all of the
portfolio  is  pledged  to  federal  financial  agencies and to secure municipal
deposits.  These  deposits,  in  turn,  are used to purchase securities of local
municipalities.  Other  securities  consist mainly of high-grade corporate bonds
and  other  local investments.  The mix of taxable and tax-exempt securities can
vary  from  time  to  time  depending  upon  the amount of the Company's taxable
income,  the  securities'  tax-equivalent  yield,  and  the supply of high-grade
municipal  securities.  During  2001, the Company launched a new deposit product
for  municipalities,  which  provides  greater flexibility for funds management,
while  producing  higher  returns.









                                                            Page  23
<PAGE>

Item  7.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
           Results  of  Operations  (continued)

     Net  loans  increased  $74.2 million to $529.5 million. The majority of the
growth  occurred  in  the  commercial-related  portfolios.  Residential mortgage
originations  were  also  strong, but mostly in the form of loans originated for
sale  to Freddie Mac.  Consumer loans decreased $5.6 million, driven mainly by a
decrease  in  indirect  automobile loans.  Attractive financing, offered by auto
manufacturers  late  in  2001,  caused  a  sharp  decline  in  the  Company's
originations.  Net  loan  growth  for  2002  is  projected  to  be  only 2.1% as
management  focuses on income growth over asset generation to return the Bank to
"well-capitalized"  status, in accord with its five-year plan. Refer to "Capital
Resources"  section.
     All  other  assets  rose  $0.3  million,  most of which was in premises and
equipment  for renovation of existing facilities and the permanent Honeoye Falls
office.
     Total  non-performing loans increased over the year by $1.9 million to $5.3
million  at  year-end  2001  as  compared  to  $3.4  million  at  year-end 2000.
Commercial  loans  showed the greatest increase and is due mainly to a few large
relationships.  At least one relationship, approximating $0.7 million, is likely
to  result in foreclosure in 2002. Also in January 2002 a commercial real estate
loan  relationship  approximating  $3.1  million was placed on non-accrual. This
loan  was  considered  impaired  at  year-end  2001.  Management  believes  the
underlying  collateral  value  of  the loans, and, if necessary, the liquidation
thereof,  are  sufficient  to  cover  the  loan  balances.

     The  allowance  for loan losses stood at $5.5 million at December 31, 2001,
up  $0.8  million  from  December  31, 2000;  2001's year-end balance represents
1.02%  of  total  loans, the same ratio as in 2000. Net charge-offs for the year
increased  to  0.14% of average loans versus 0.10% in 2000.  The largest portion
of  net  charge-offs  continues  to  be  in  consumer  loans, primarily indirect
automobiles  loans.  Management anticipates 2002 will bring further increases in
average  net  charge-offs  as  the  effect  of  the 2001 recession works its way
through  the  loan collection process.  However, the amount, timing and types of
loans  cannot  be  determined.

     Other  real  estate owned consists of three commercial parcels totaling for
$1.4 million. These are the same three parcels from 2000.  However, during 2001,
the  Company made progress in plans to liquidate these assets, some of which are
expected  to  occur  in  2002, but may be replaced with new assets, as discussed
above.
     In  2001,  the  Company  added  approximately  $3.5 million in premises and
equipment  with  most  relating to the new and renovated bank offices.  With the
planned  opening  of at least one banking office in 2002, and the replacement of
most  older  generation  computers in 2002 and 2003, more fixed assets additions
can  be  anticipated, which the Company expects to fund from current operations.
     Total deposits at December 31, 2001, were $670.8 million and were up $137.3
million  from  December  31, 2000. For the same period, borrowings from the FHLB
were  down  $11.5  million to $1.1 million.  Other liabilities increased by $1.3
million  to  $5.6  million.  Deposit growth since December 31, 2000, came in all
account  categories:  Demand  deposits  were up $22.2 million, savings and money
market up $113.7 million and time deposits up $1.4 million. Overall, the deposit
growth  is attributable to expansion in Monroe County driven by the introduction
of  our  "CNB  Options" accounts and our "Municipal Choice" account.  Management
also  believes  the  Bank  was the beneficiary of consumers' flight-to-safety as
assets  were moved from a falling stock market into more liquid, but stable cash
assets.  The  Company's Ontario County retail deposits grew approximately 11.0%,
while Monroe County deposits grew 56.7% from 2000. The decrease in borrowings is
a  direct  result  of  deposit growth. The Company anticipates deposit growth to
continue into 2002, but at a rate less than 2001's.  No FHLB borrowing growth is
projected  in  2002.






                                                            Page  24
<PAGE>

Item  7.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
           Results  of  Operations  (continued)

Results  of  Operations
-----------------------
     Net  interest  income  grew $3.0 million or 13.4% for the year 2001, driven
mainly  by  a  $72.4  million increase in average earning assets or 13.9%, while
average  interest  bearing  liabilities  grew $63.5 million or 14.3%. During the
year,  the Company's tax-equivalent yield on earning assets fell 63 basis points
to 7.60%, while its cost of funds fell 69 basis points to 3.54%. The combination
of  these reductions lead to an six basis point increase in net interest spread.
However,  the  overall  drop  in  rates did lead to some erosion of net interest
margin  to  4.56%  in  2001  from  4.60%  in  2000.

     The  drop  in  yields  was  caused by the Company's reaction to the Federal
Reserve  Board  Federal  Open  Market  Committee's  (FOMC) eleven rate decreases
during  2001,  which  saw  the  federal funds target rate fall from 6.50% at the
beginning  of  the  year  to  1.75%  by  year-end  2001.

     As  noted  in  last year's report, management anticipated a lowering of the
interest  rate spread and interest margin, (down only six basis points from 2000
to  2001  versus eighteen basis points from 1999 to 2000) due to the competitive
Monroe  County  market.  A  declining trend will is expected to continue through
2002. Refer to Interest Rate Sensitivity and Asset / Liability Management Review
section  for  additional  discussion.

     Other  income  for the year ended December 31, 2001, increased $1.1 million
or  11.6%  over  2000.  The  increase  was  reflected  in  all  major sources of
non-interest  revenue.  Service  charges  on  deposit  accounts  rose  19.5%
attributable  to  increased  transaction  volume  and  changes  in  account  fee
structures  made  late  in 2000. Other operating income increased a modest 1.0%.
     Trust  income grew 6.5%, year on year.  Growth plans of 17.1% projected for
2001  were  stymied by generally poor stock market conditions. The book value of
assets  under  management increased $9.4 million or 1.5%, nonetheless.  However,
management  believes  the strength of the Company's brand and its growing market
presence  in  Monroe  County  are responsible for the positive results in a year
that  otherwise  would  have  been negative. The Company continues to see strong
demand  for  locally  managed  trust services in its market area.  Management is
projecting  assets under management for 2002 to grow 15% from year-end 2001.  To
accomplish  this  goal,  the Company will expand its sales force and look to add
new products, including expanded financial planning, internet accessible account
statements,  and  the  possible  addition  of  retail brokerage services via the
internet.
     Mortgage  banking  income,  which  includes  the operations of CNB Mortgage
Company  and  the  Bank's  mortgage  services, increased 5.7% for the year.  The
continued  fall  in  interest  rates  during 2001 led to a significant refinance
boom.  The  Company  was  able  to  take advantage of this and finance over $117
million  in residential mortgages for sale to third party investors, in addition
to  $10  million  in  residential  mortgages for its own portfolio.  While total
originations  were up 66.3% from 2000, over 50% of the originations were sold to
Freddie  Mac  with  servicing  retained.  The Company sells long-term fixed rate
residential  mortgages  with  loan to value less than 80% to  Freddie Mac to (1)
provide  mortgage  financing to homeowners it could not otherwise, because of an
inability  to  fund such high originations with local deposits and (2) to reduce
its  long-term  interest  rate  risk.  However, the Company services these loans
locally.  Generally  all  loans  with an original loan to value greater than 80%
are  sold,  with  servicing  released  to  third  parties.
     Operating  expenses  increased  $0.4  million  or  1.5%  for the year ended
December  31, 2001, much slower than the 16.8% increase seen in 2000.  Increases
came in most major expense categories and were attributed to continued growth in
the  Company's operations, expansion in Monroe County, and the charges discussed
in  the  "Overview"  section  above.  Based upon the projected growth in banking
offices  in 2002, operating expenses are expected to increase further over 2001.
Management  continues  to  estimate that the Company's new banking offices break
even  after about 36 months in operation.  Several new offices (Webster, Greece,
and  Chili)  are  at  or  near  this  milestone.

                                                            Page  25
<PAGE>

Item  7.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
           Results  of  Operations  (continued)

     The  Company's  effective tax rate increased in 2001 to 29.9% from 25.8% in
2000.  The  primary  factor  leading  to  this  increase  was the lower ratio of
tax-exempt  income  to  taxable income. Management anticipates the effective tax
rate  will  increase slightly in 2002 due to this same phenomenon.  In addition,
should  the  Company's pre-tax income rise to $10 million, its statutory federal
income  tax  rate  will  increase  to  35%  from  34%.  This increase equates to
$100,000  in  additional  federal  income  tax  expense.

Liquidity
---------

     The Board of Directors has set general liquidity guidelines for the Bank to
meet  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.

     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 December 31, 2001, residential mortgage loans with a carrying value
of approximately $5.4 million were pledged as collateral for the Bank's advances
from  the  Federal Home Loan Bank, and an additional $40.7 million was available
for  pledging.  Indirect automobile loans with a carrying value of approximately
$83.6 million were pledged as collateral for a $66.9 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 will be 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 $28.9 million at
year-end  2001  versus $32.0 million at year-end 2000. 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  in  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.

     For  the  year ended December 31, 2001, the Company generated $18.4 million
in  net cash and equivalents versus $1.4 million for the year ended December 31,
2000.

     Net cash used by operating activities was $1.5 million in 2001, an increase
over  2000.  Both  the largest source and use of operating cash in 2001 and 2000
were  mortgage banking activity.  However, activity in 2001 was much higher than
2000's,  and  2001 ended with more loans for sale (not yet funded by third-party
investors)  than  2000.

     Cash used by investing activities increased substantially in 2001 to $104.0
million  from  $69.7 million in 2000.  This increase in investing activities was
primarily  a  result  of  higher  security  purchases to collateralize municipal
deposits.

     Cash  provided  by  financing  activities was $123.9 million in 2001 versus
only  $68.0  million  in  2000.  Deposit increases were the main contributor and
reflect  the  Company's  growth  in  customers  and  market  share.

     For  2002,  cash  for  growth  is  expected  to come from both customer and
wholesale  sources.  Customer  deposit  growth  is  mainly expected to come from
Monroe  County  sources.

                                                                 Page  26
<PAGE>

Item  7.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
           Results  of  Operations  (continued)

<TABLE>
<CAPTION>


     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. A summary is included
in  the  table  below.  This  information  is  also  available  in  the Notes to
Consolidated  Financial  Statements  in  the 2001 Annual Report to Shareholders.
                             Contractual Obligations
                             (Dollars in thousands)



                                      After       After
                                    One Year   Three years
                           One       through    through       After
                         Year or      Three      Five         Five
                          Less        Years      Years        Years    Total
                        ---------  -----------  -------       -----    -----

                     <c>        <c>          <c>           <c>      <c>
Long-term debt          $      36           72       72         917    1,097
Operating leases              967        1,739    1,434       3,855    7,995
Monroe Fund commitment        250           --       --          --      250
                        ---------  -----------  -------       -----    -----
  Total                 $   1,253        1,811    1,506       4,772    9,342
                        =========  ===========  =======       =====    =====
</TABLE>



Interest  Rate  Sensitivity  and  Asset  /  Liability  Management  Review
-------------------------------------------------------------------------
(Item  7A.  Quantitative  and  Qualitative  Disclosures  about  Market  Risk)

     The  Company  realizes  income  principally from the differential or spread
between  the  interest  earned on loans, investments and other interest-earnings
assets  and  the  interest  paid  on  deposits  and borrowings. Loan volumes and
yields,  as  well  as  the  volume  of  and  rates  on investments, deposits and
borrowings,  are affected by market interest rates. Additionally, because of the
terms  and  conditions  of  many  of  the  Company's  loan documents and deposit
accounts,  a change in interest rates could also affect the projected maturities
of  the  loan portfolio and/or the deposit base, which could alter the Company's
sensitivity  to  future  changes  in  interest  rates.  Accordingly,  management
considers  interest  rate risk to be the Company's most significant market risk.
     Interest  rate  risk management focuses on maintaining consistent growth in
net  interest  income  within  Board  approved  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 and Senior
Vice  President of Commercial Services.  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



                                                            Page  27
<PAGE>

Item  7.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
           Results  of  Operations  (continued)

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. 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.  The  table below, which shows the Company's estimated net interest
earnings  sensitivity profile as of December 31, 2001, assumes no changes in the
operating  environment, but assumes interest rates increase/decrease immediately
(rate  shock) and remain unchanged thereafter. The table indicates the estimated
impact  on  net  interest  income under the various interest rate scenarios as a
percentage  of  Base  Case  earnings  projections.

<TABLE>
<CAPTION>



 Changes in Interest
       Rates                 Estimated
   (basis points)         Percentage Change in
--------------------   Future Net Interest Income
                             12 Months
                      --------------------------

                            <c>
Base Case                       --
+200                            13%
+100                             7
-100                            (5)
-200                           (10)

</TABLE>


     A  second  method  used  to identify and manage the Company's interest rate
risk  profile  is  the  static  gap  analysis.  Interest sensitivity gap ("gap")
analysis measures the difference between the assets and liabilities repricing or
maturing  within  specific  time  periods. An asset-sensitive position indicates
that  there  are  more  rate-sensitive  assets  than  rate-sensitive liabilities
repricing or maturing within specific time horizons, which would generally imply
a  favorable  impact  on net interest income in periods of rising interest rates
and  a  negative  impact  in  periods  of  falling  rates. A liability-sensitive
position  would  generally  imply  a  negative  impact on net interest income in
periods  of  rising  rates  and  a  positive impact in periods of falling rates.

     The  following  table  presents  an analysis of the Company's interest rate
sensitivity  gap position at December 31, 2001.  All interest-earning assets and
interest-bearing liabilities are shown based on the earlier of their contractual
maturity or repricing date with no adjustment for estimated prepayment and decay
(withdrawal) rates. It should be noted that the interest rate sensitivity levels
shown in the table could be changed by external factors such as loan prepayments
and  liability  decay  rates  or  by factors controllable by the Company such as
asset  sales.










                                                            Page  28
<PAGE>
Item  7.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
           Results  of  Operations  (continued)
<TABLE>
<CAPTION>


                             Canandaigua National Corporation
                              Interest Rate Sensitivity Gap
                                    December 31, 2001
                                  (Dollars in thousands)


                                                       Maturity/Repricing Period
                                                ----------------------------------------
                                                 Within 3   4 to 12   1 to 5     Over 5
                                                  Months     Months    Years      Years
                                                ----------  --------  ---------  -------

                                               <c>       <c>        <c>       <c>
Interest-earning assets:
Interest-bearing deposits
  and federal funds sold                        $   16,363         --        --       --
Securities                                          38,686     18,526    48,404   15,380
Loans                                              160,075     57,741   276,505   40,640
                                                 ---------  ---------  --------  -------
Total interest-earnings
assets                                             215,124     76,267   324,909   56,020
                                                 ---------  ---------  --------  -------

Interest-bearing liabilities:
NOW accounts                                        69,156         --        --       --
Money market                                       133,753         --        --       --
Savings                                            142,936         --        --       --
Time deposits                                       76,059    110,039    44,969       --
Borrowings                                              12         36       192      857
                                                ----------  ---------  --------  -------
Total interest-bearing
liabilities                                        421,916    110,075    45,161      857
                                                ----------  ---------  --------  -------

Interest rate sensitivity gap                   $ (206,792)   (33,808)  279,748   55,163
                                                ==========  =========  ========  =======

Cumulative gap                                  $ (206,792)  (240,600)   39,148   94,311
                                                ==========  =========  ========  =======

Cumulative gap ratio(1)                               51.0%      54.8%    106.8%   116.3%
                                                ==========  =========  ========  =======

Cumulative gap as percent of
  Total assets                                      (28.5%)    (33.2%)      5.4%    13.0%
                                                ==========  =========  ========  =======

<FN>

(1)Cumulative  total interest-earning assets divided by cumulative total interest-bearing
liabilities.

</TABLE>


     The  chart  indicates  that  $206.8  million  more  of  interest-bearing
liabilities  will  reprice  than interest-earning assets in the 0-3 month range.
For  the  4-12  month  period, the Company is also liability sensitive, as $33.8
million more of interest-bearing liabilities are repricing than interest-earning
assets.  For  the entire one year range, the Company is repricing $240.6 million
more  interest-bearing  liabilities  than assets, and at 54.8% is within Company
gap  ratio  targets  of  30%  to  125%. The Company is asset sensitive at $279.7
million  for  the  one-to-five-year range and $55.2 million over five years. For
the  entire  portfolio  range,  the  Company is asset sensitive at $94.3 million
versus  asset sensitivity of $85.9 million last year, mostly reflecting a modest
growth  in  non-interest-bearing  demand  accounts.

     The  Company's  product  mix is such that nearly all assets and liabilities
reprice  or  mature  within five years of origination, with most at three years.
With such a balance sheet profile, the Company faces interest rate risk over the
short term. The Company considers interest rate gap manageable, as substantially
all  of  the  NOW  accounts and savings balances are not considered sensitive to
rate  changes.  However, the Company has seen a declining trend in  net interest
margin  (2001: 4.41%, 2000: 4.44%, 1999: 4.60%) as a result of local competitive
pricing pressure.  This trend is expected to continue into 2002. Management will
continue  to focus on improving the cumulative gap ratio, especially in light of
expected  market  interest  rate  increases  for  2002,  and reducing erosion of
interest  rate  margin.


                                                            Page  29
<PAGE>

Item  7.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
           Results  of  Operations  (continued)

Capital  Resources

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

     Quantitative  measures established by regulation to ensure capital adequacy
require  the  Company  and  Bank  to  maintain  minimum  amounts and ratios.  As
disclosed  in  Note  16 to the Consolidated Financial Statements, as of December
31,  2001,  all  minimum  capital  adequacy  requirements  were  met.

     As  of  December  31, 2001, 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 lower than "well" capitalized, the categorization of the Bank
last  year.  As  reported  in prior filings, the Bank's asset growth in 2001 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 is expected to increase on an annual basis by approximately $0.1
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.

Dividends

     Payment  of  dividends  by  the  Bank  to the Company is limited in certain
circumstances.  According  to federal banking law, the approval of the Office of
the  Comptroller  of  the  Currency  (OCC)  is  required  for the declaration of
dividends in any year in which dividends exceed the total of net income for that
year  plus  retained  income for the preceding two years.  At December 31, 2001,
$6.3  million  was  available for payment by the Bank to the Company without the
approval  of  the  OCC.

     Cash dividends paid to shareholders in 2001 were $1.9 million or $12.10 per
outstanding  share  versus $1.9 million or $11.90 per outstanding share in 2000.

2000  versus  1999

     Year  2000  was  one  of  continued  growth  as  the  Company furthered its
investments  in  new  offices  and  expanded  its  market  reach  throughout the
metropolitan  Rochester  area.  During  2000,  the  Company  opened four banking
offices  in Irondequoit, Perinton, Bushnell's Basin and downtown Rochester.  The
Company  was making plans to open an office in Brighton later in 2001 as well as
relocating  its  Honeoye Falls office to a permanent site.  Year 2000 saw strong
asset  growth,  albeit  lower than 1999's levels:  13.9% growth in assets, 15.5%
growth  in  loans,  17.5% growth in deposits, and 4.2% in equity. Net income was
$3.5  million  in  2000,  a  47.9%  increase  over  1999's  $2.4  million.





                                                            Page  30
<PAGE>

Item  7.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
           Results  of  Operations

2000  versus  1999  (continued)

     Year  2000's  results  of  $21.86  per  diluted share compared favorably to
budget  of  $15.24  and  to  1999's  results of $14.78.  The Company anticipated
continued  income growth in 2001 with a target of $29.17.  This was in line with
a five-year plan laid out in late 1998 resulting from the accelerated expansion.


     Impacting  2000's  pre-tax  results  was  approximately  $0.1  million  in
severance  costs  and  $0.4  million in contract termination costs.  These costs
were a result of the Company's efforts to slow the rate of expense growth during
the  expansion  plan  and a realignment of the Company's credit card operations.
Management  estimated  that  approximately  $1.0  million in salary and benefits
(prior  to  annual  raises)  was  eliminated.  Annual  operating  expenses
approximating  $0.4  million  were  expected to be eliminated from the Company's
realignment  of  its  credit  card  activities.  Another $0.5 million in revenue
increases  were  projected due to changes in deposit account and other fees, and
at  least  $0.1  million  in  cost  reduction  was  expected  to  come  from the
consolidation  of  the  Company's  mortgage  businesses.  The combined impact of
these  changes totaled $2.0 million (pre-tax) and was consistent with the target
set  out  by  management  in  early  2000.

     While  management anticipated the aforementioned targets would be met, they
were subject to changes in economic conditions, the real estate market, interest
rates  and  other  factors.  Therefore,  actual  results  could vary materially.

     The quality of the Company's assets remained good with non-performing loans
at  December  31, 2000, at less than 1.0% of total loans. The allowance for loan
losses stood at 139.7% of non-performing loans at year-end 2000 versus 235.7% at
December  31,  1999.  However,  the  provision  for  loan loss decreased to $1.0
million  in  2000 from $1.2 million in 1999 reflective of slower loan growth and
good  asset  quality.  Other  real estate owned declined to $1.5 million in 2000
from  $1.7  million  in  1999.

Financial  Condition
--------------------

     As  of  December 31, 2000, total assets of the Company were $594.7 million,
up  from  $522.1  million  at year-end 1999. Cash and equivalents increased $1.4
million  to  $28.3  million  in connection with the growth in customer deposits.
     Securities  showed  an  increase  of  $5.7  million  to  $80.9 million. The
Company's securities, with the exception of a minor amount of equity securities,
were  held  to  maturity.  The portfolio was comprised mainly of U.S. Treasuries
and agencies and tax-exempt obligations of state and local subdivisions.  Nearly
all  of  the  portfolio  was pledged to federal financial agencies and to secure
municipal  deposits.  These  deposits, in turn, were used to purchase securities
of  local  municipalities.  Other  securities  consisted  mainly  of  high-grade
corporate  bonds  and  other  local investments. During much of 2000, management
replaced  maturing  tax-exempt  municipal  bonds  with U.S. Treasury securities.

     Net  loans  increased  $61.0 million to $455.3 million. The growth in loans
came mostly in the first half of the year, having reached the year-end target by
June.  Management  slowed  loan  growth  during  the  second half of the year to
ensure  the  Company  and  Bank  remained  well-capitalized.  (Refer to "Capital
Resources"  section).  Nearly  all  of  2000's  loan growth came from commercial
loans,  which  was  consistent  with  projected  results.
     All  other  assets  rose  $5.1  million,  most of which was in premises and
equipment  for  expansion.



                                                            Page  31
<PAGE>

Item  7.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results  of  Operations

2000  versus  1999  (continued)

     Total  non-performing  loans  increased  over the twelve-month period ended
December  31, 2000, by $1.6 million to $3.4 million at year-end 2000 as compared
to  $1.8  million at year-end 1999. All categories showed an increase.  However,
commercial  loans  increased  the  most  and was due mainly to one relationship,
which  was  expected  to result in foreclosure in 2001, but did not.  Management
expects  foreclosure  in  2002.
     The  allowance  for loan losses stood at $4.7 million at December 31, 2000,
up  $0.6  million  from  December 31, 1999;  2000's year-end balance represented
1.02%  of  total  loans  versus  1.04%  for  1999.  Net charge-offs for the year
remained  favorable  at  0.10%  of  average  loans  versus  0.11%  in  1999.

     Other  real  estate  owned  consisted of three parcels, all commercial, for
$1.5  million.  These  are  the  same  three  parcels  from  1999.

     In  2000,  the  Company  added  approximately  $4.9 million in premises and
equipment  with most relating to the new bank offices.  With the planned opening
of  at  least  two  banking  offices  in  2001, more fixed assets additions were
anticipated,  which  the  Company  expected  to  fund  from  current operations.
     Total  deposits at December 31, 2000, were $533.5 million and were up $79.2
million  from  December  31, 1999. For the same period, borrowings from the FHLB
were  down  $9.6  million to $12.6 million.  Other liabilities increased by $1.2
million to $4.3 million. Deposit growth in 2000, came in all account categories:
Demand deposits were up $19.7 million, savings and money market up $6.9 million,
and time deposits up $52.6 million. Overall, the deposit growth was attributable
to  expansion  in  Monroe  County.  The Company's Ontario County retail deposits
grew  approximately 3.7%, while Monroe County deposits grew 49.1% from 1999. The
decrease  in  borrowings  was  a  direct  result  of deposit growth. The Company
anticipated  both  loan  and deposit growth to continue into 2001, but at a rate
less  than  2000's.

Results  of  Operations
-----------------------
     With a $97.5 million or 23.1% growth in average earning assets for 2000 and
a  corresponding  $89.1  million  or  25.1%  growth  in average interest-bearing
liabilities, net interest income increased $3.6 million or 18.6%.  The Company's
cost of funds increased 50 basis points to 4.23% for the year ended December 31,
2000,  as  compared  to  1999.  This
resulted  from  the  combined factors of an increasing interest rate environment
brought  on  by  the  Federal  Reserve's  Open  Market  Committee  and increased
competitive  pressure  in the Company's market area, particularly Monroe County.
The  tax-equivalent  yield  on  assets increased 30 basis points, resulting in a
spread  reduction  of  20  basis  points.

     Other  income  for the year ended December 31, 2000, increased $1.5 million
or  18.5%  over  1999.  The  increase  was  reflected  in  all  major sources of
non-interest  revenue.  Service  charges  on  deposit  accounts  rose  38.8%
attributable  to  increased  transaction  volume  and  changes  in  account  fee
structures.  Trust  income grew 19.1%, year on year, due to the growth in assets
under  management.  The  book value of assets under management increased 9.9% to
$645.1  million  at  year-end  2000.  The  Company saw strong demand for locally
managed  trust  services  in  its  market  area.
     To  take advantage of the Company's expanded market presence, it opened its
Basin Park Financial Center.  This state-of-the-art space is dedicated to trust,
investment and commercial services.  This new office allows the Company to offer
more  financial  services, while providing a comfortable environment in which to
conduct business.  Its location in Bushnell's Basin was chosen for its proximity
to  the  Company's Ontario County and growing number of Monroe County customers.


                                                            Page  32
<PAGE>

Item  7.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results  of  Operations

2000  versus  1999  (continued)

     Other  operating  income increased overall, but mortgage banking income was
lower  than  1999's  as  market  rate  increases lowered the demand for mortgage
refinancings.  Loans  originated  for  sale  decreased  34.1%  from  1999.
     Operating  expenses  increased  $3.9  million  or  16.8% for the year ended
December  31,  1999.  Increases  came  in  all major expense categories and were
attributed  to  growth  in the Company's operations, expansion in Monroe County,
and  the  charges  discussed  in  the  "Overview"  section  above.
     The  Company's  effective tax rate decreased in 2000 to 25.8% from 27.5% in
1999.  The  primary factor leading to this decrease was the higher percentage of
tax-exempt  income  to  taxable income. Management anticipated the effective tax
rate  to  increase  in  2001  to  at  least  1999's  level.

New  Accounting  Pronouncements
-------------------------------

     On  December  12, 2001, the Securities and Exchange Commission (SEC) issued
Release 33-8040; "FR-60 -- Cautionary Advice Regarding Disclosure About Critical
Accounting  Policies."  The  release  identifies "critical" accounting policies,
(including  the  methods and practices of applying them) as "both most important
to  the  portrayal  of  the  company's financial condition and results, and they
require  management's most difficult, subjective, or complex judgments, often as
a  result  of  the  need  to make estimates about the effect of matters that are
inherently  uncertain."  Management considers the "Allowance for Loan Losses" as
the  Company's  critical  accounting  policy.  Refer  to  page  16.

     Several  new  accounting  pronouncements  were  issued  by  the  Financial
Accounting  Standard  Board  (FASB)  during  2001.  A  summary  of  each and the
anticipated  impact  on  the Company are discussed in Note 1 to the Consolidated
Financial  Statements  on  page  16  of  the  2001  Annual  Report.


Item  8.  Financial  Statements  and  Supplementary  Data

     The  consolidated  financial  statements  of  the  Company, together with a
report thereon of KPMG LLP dated February 1, 2002, appearing on pages 8 to 32 of
the  2001 Annual Report to Stockholders are incorporated herein by reference.  A
reference  index to the consolidated financial statements and accompanying notes
presented  in  the  Annual  Report  to  Stockholders is shown in Item 14 of this
filing.

Supplementary  data:  Selected  Quarterly  Financial  Data
<PAGE>
                                            Page  33
<TABLE>
<CAPTION>

     The  following  tables  present  selected  quarterly financial data for the
Company  for each of the quarters in the years ended December 31, 2001 and 2000.
The sum of each quarters' earnings per share data for 2000 differs from the full
year's  results  due  to  rounding  (in  thousands  except  share  data).

Supplementary  data:  Selected  Quarterly  Financial  Data  (continued)



                                1st     2nd     3rd     4th
                              ------  ------  ------  ------

                           <c>     <c>     <c>     <c>
2001 QUARTERS:
  Net interest income         $6,119  $6,153  $6,750  $7,092
  Provision for loan losses      438     360     379     254
  Non-interest income          2,562   2,989   2,622   2,372
  Non-interest expense         6,598   6,709   6,341   7,499
  Income taxes                   486     618     775     540
                              ------  ------  ------  ------
  Net income                  $1,159  $1,455  $1,877  $1,171
                              ======  ======  ======  ======
  Basic earnings per share    $ 7.30  $ 9.17  $11.82  $ 7.38
                              ======  ======  ======  ======
  Diluted earnings per share  $ 7.26  $ 9.10  $11.74  $ 7.32
                              ======  ======  ======  ======

2000 QUARTERS:
  Net interest income         $5,322  $5,703  $6,039  $5,970
  Provision for loan losses      250     308     270     200
  Non-interest income          1,980   2,309   2,404   2,759
  Non-interest expense         6,210   6,372   6,412   7,762
  Income taxes                   230     260     347     378
                              ------  ------  ------  ------
  Net income                  $  612  $1,072  $1,414  $  389
                              ======  ======  ======  ======
  Basic earnings per share    $ 3.86  $ 6.76  $ 8.92  $ 2.45
                              ======  ======  ======  ======
  Diluted earnings per share  $ 3.84  $ 6.72  $ 8.87  $ 2.44
                              ======  ======  ======  ======

</TABLE>


Item  9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
Financial  Disclosure

     None

PART  III

Item  10.  Directors  and  Executive  Officers  of  the  Registrant

     The  information  with  respect  to  the  directors  and  certain executive
officers  of  the  Company,  which is required to be included herein pursuant to
Items  401  and 405 of Regulation S-K, is included in the Proxy Statement, dated
February  25,  2002,  and  is  incorporated  herein  from the Proxy Statement by
reference.


Item  11.  Executive  Compensation

     The  information  required  to  be  included  herein  regarding  executive
compensation  pursuant  to  Item  402 of Regulation S-K is included in the Proxy
Statement,  dated  February  25, 2002, and is incorporated herein from the Proxy
Statement  by  reference.

Item  12.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management

     The information required to be included herein regarding security ownership
and certain beneficial owners and management pursuant to Items 403 of Regulation
S-K  is  included  in  the  Proxy  Statement,  dated  February  25, 2002, and is
incorporated  herein  from  the  Proxy  Statement  by  reference.

Item  13.  Certain  Relationships  and  Related  Transactions

     The  information  required  to  be  included  herein  regarding  certain
relationships  and  related transactions pursuant to Items 404 of Regulation S-K
is included in the Proxy Statement, dated February 25, 2002, and is incorporated
herein  from  the  Proxy  Statement  by  reference.





                                                            Page  34
<PAGE>

PART  IV

Item  14.  Exhibits,  Financial  Statement  Schedules  and  Reports  on Form 8-K

(a)  The  following  documents  are  filed  as  part  of  this  report:

(1)  Consolidated  Financial  Statements  are  contained  in  the Company's 2001
Annual  Report to Shareholders which, as indicated below, is included as Exhibit
13  of  this  report.

     Independent  Auditors'  Report

     Consolidated  Balance  Sheets  as  of  December  31,  2001  and  2000

     Consolidated  Statements  of  Income for the Years Ended December 31, 2001,
          2000  and  1999

     Consolidated  Statements  of  Stockholders'  Equity  for  the  Years  Ended
          December  31,  2001,  2000,  and  1999

     Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
          December  31,  2001,  2000,  and  1999

     Notes  to  Consolidated  Financial  Statements

(2)  Schedules

     Schedules are omitted because of the absence of conditions under which they
are required or because the required information is provided in the consolidated
financial  statements  or  notes  thereto.


 (3.a)  Exhibits

 Exhibit                              Incorporation  by  Reference  or  page  in
                                    sequential  numbering  where  exhibit may be
                                      found:

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

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

 (13)     Annual  Report  to  Shareholders  for
          the  year  ended  December  31,  2001          Page  38

 (20)     Definitive  Proxy  Statement  to
          Shareholders  dated  February  25,  2002       Page  74

 (21)     Subsidiaries                                   Page  91

 (27)     Financial  Data  Schedule                      Page  92


     (b)  Reports  on  Form  8-K:

           None

                                                         Page  35
<PAGE>
SIGNATURES

Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities  and
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



March  12,  2002                         By:  /s/  George  W.  Hamlin,  IV
                                           George  W.  Hamlin,  IV,  President


<TABLE>
<CAPTION>

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed  below by the following persons on behalf of the Registrant in
the  capacities  and  on  the  dates  indicated.



        Signature                      Title                Date
----------------------------  -----------------------  --------------

                           <c>                      <c>
/s/ George W. Hamlin, IV      President/Director       March 12, 2002
----------------------------
(George W. Hamlin, IV)

/s/ Robert G. Sheridan        Secretary/Director       March 12, 2002
----------------------------
(Robert G. Sheridan)

/s/ Gregory S. MacKay         Treasurer                March 12, 2002
----------------------------
(Gregory S. MacKay)

/s/ Lawrence A. Heilbronner   Principal Financial and  March 12, 2002
----------------------------  Accounting Officer
(Lawrence A. Heilbronner)

/s/ Patricia A. Boland        Director                 March 12, 2002
----------------------------
Patricia A. Boland

/s/ James S. Fralick          Director                 March 12, 2002
----------------------------
James S. Fralick

/s/ Daniel P. Fuller          Director                 March 12, 2002
----------------------------
Daniel P. Fuller

/s/ David Hamlin, Jr.         Director                 March 12, 2002
----------------------------
David Hamlin, Jr.

/s/ Stephen D. Hamlin         Director                 March 12, 2002
----------------------------
Stephen D. Hamlin

/s/ Richard P. Miller, Jr.    Director                 March 12, 2002
----------------------------
Richard P. Miller, Jr.

/s/ Caroline C. Shipley       Director                 March 12, 2002
----------------------------
Caroline C. Shipley

/s/ Sue S. Stewart            Director                 March 12, 2002
----------------------------
Sue S. Stewart

/s/ Alan J. Stone             Director                 March 12, 2002
----------------------------
Alan J. Stone

</TABLE>



                                                            Page  36
<PAGE>

INDEX  OF  EXHIBITS

Exhibit

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

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

 (13)     Annual  Report  to  Shareholders  for
          the  year  ended  December  31,  2001

 (20)     Definitive  Proxy  Statement  to
          Shareholders  dated  February  25,  2002

 (21)     Subsidiaries

 (27)     Financial  Data  Schedule