Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Auburn National Bancorporation, Inc. (the "Registrant") has determined that a director previously identified as an independent director may no longer be deemed to be independent and, on February 13, 2009, provided notice to the Nasdaq Global Market ("Nasdaq") that it is not in compliance with Nasdaq Marketplace Rule 4350(c)(1) because it no longer has a majority of independent directors on its board of directors. The Registrant will rely on the cure period in Nasdaq Marketplace Rule 4350(c)(1) to regain compliance and the board of directors has identified an additional independent director, which it expects to appoint to the board of directors at the next board meeting.

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