Item 8.01 Other Events.

In a press release issued on October 25, 2012, Chairman Timothy K. Woofter announced that the Board of Directors of Cortland Bancorp (the "Company") has declared a dividend of $0.03 per share. The dividend is payable on or after November 26, 2012 to shareholders of record as of November 5, 2012. The press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

In connection with deciding to declare the dividend, the Company has been considering potential changes to its dividend reinvestment plan. As a result, the Board of Directors has determined to suspend the plan while it considers the changes. If the Board decides to amend the plan and begin operating it again, the Company will mail all necessary documents to shareholders who are eligible to participate. New enrollment forms will be required for any shareholder wishing to participate. We hope that the plan will once again be available for the next dividend paid by the Company, although no assurance can be provided that another dividend will be paid or that the plan will be resumed.

This announcement may contain forward-looking statements that involve risk and uncertainties, including changes in general economic and financial market conditions and the Company's ability to execute its business plans. Although management believes the expectations reflected in such statements are reasonable, actual results may differ materially.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1 - Press Release dated October 25, 2012.

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