On August 25, 2009, Alliance Financial Corporation's Board of Directors amended and restated its Certificate of Incorporation to delete the provisions in Article 4 which established and designated the "Fixed Rate Cumulative Perpetual Preferred Stock, Series A" shares (the "Designated Preferred Stock") together with all rights and preferences relating to the Designated Preferred Stock as previously set forth in Article 4. A copy of the Restated Certificate of Incorporation, as amended, is attached as Exhibit 3.1 to this Current Report.

Alliance Financial Corporation (the "Company") (NASDAQ: ALNC), the holding company for Alliance Bank, N.A., announced that its Board of Directors has declared a quarterly dividend of $0.28 per common share. This declaration represents an increase of $0.02 per share or 7.7% from the previous quarter. The dividend is payable on October 2, 2009 to shareholders of record on September 17, 2009.

Alliance Financial Corporation is an independent financial holding company with Alliance Bank, N.A. as its principal subsidiary that provides retail and commercial banking, and investment management services through 29 offices in Cortland, Madison, Oneida, Onondaga and Oswego counties. Alliance also operates an investment management administration center in Buffalo, N.Y., an equipment lease financing company, Alliance Leasing, Inc., and a multi-line insurance agency, Ladd's Agency, Inc.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

Exhibit No.                                  Description

3.1               Restated Certificate of Incorporation of Alliance Financial
                  Corporation.