BRANCH ACQUISITION

On August 17, 2012, Five Star Bank ("Five Star"), the wholly-owned bank subsidiary of Financial Institutions, Inc. (the "Company"), acquired four bank branches from HSBC Bank USA, National Association and its affiliates (collectively, "HSBC") located in Elmira, Elmira Heights, Horseheads and Albion, New York, pursuant to the terms of the Assignment, Purchase and Assumption Agreement entered into between Five Star Bank and First Niagara Bank, National Association on January 19, 2012. As part of the transaction, Five Star acquired approximately $157.2 million of net deposits and approximately $17.9 million of net performing loans and paid a premium of approximately $7.0 million, subject to final closing adjustments.

The composition of net deposits, by type, assumed by Five Star Bank as of the date of acquisition was as follows (dollars in thousands):

                      Noninterest-bearing demand   $  24,549
                      Interest-bearing demand         34,699
                      Savings and money market        76,150
                      Certificates of deposit         21,811

                      Total deposits               $ 157,209

The composition of loans acquired from HSBC as of the date of acquisition was as follows (dollars in thousands):

                         Commercial             $  3,634
                         Residential mortgage      2,061
                         Home equity               9,670
                         Other consumer            2,560

                         Total loans            $ 17,925

The amounts reported above are preliminary and do not reflect purchase accounting adjustments of these balances to their fair values as of the date that they were acquired.

DIVIDEND DECLARATION

On August 22, 2012, the Company issued a press release announcing the declaration of a cash dividend of $0.14 per share of common stock. The Company also announced dividends of $0.75 per share on its Series A 3% Preferred Stock and $2.12 per share on its Series B-1 8.48% Preferred Stock. All dividends are payable October 2, 2012 to shareholders of record on September 12, 2012. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

(d) Exhibits.

Exhibit       Description
No.

99.1          Press Release issued by Financial Institutions, Inc. on August 22, 2012.