FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BARTOL RITA MARIE 2. Issuer Name and Ticker or Trading Symbol FINANCIAL INSTITUTIONS INC [FISI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 220 LIBERTY STREET 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2012 (Street) WARSAW, NY 14569 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 01/21/2011   I4 765 A $ 19.37 765 I Held in 401K Plan Common Stock 04/21/2011   I4 137 A $ 16.56 924 (1) I Held in 401K Plan Common Stock 07/21/2011   S4 48 D $ 16.81 906 (2) I Held in 401K Plan Common Stock 10/21/2011   I4 17 D $ 15.05 919 (3) I Held in 401K Plan Common Stock             935 (4) I Held in 401K Plan Common Stock 01/23/2012   P4 25 A $ 16.58 974 (5) I Held in 401K Plan Common Stock 02/09/2012   S4 37 D (6) $ 16.8 940 (7) I Held in 401K Plan Common Stock 05/10/2012   P4 55 A $ 16.81 1,064 (8) I Held in 401K Plan Common Stock 08/10/2012   S4 46 D (9) $ 17.16 1,062 (10) I Held in 401K Plan Common Stock 11/12/2012   I4 59 D $ 18.14 1,087 (11) I Held in 401K Plan Common Stock 12/21/2012   I4 1,118 D $ 18.37 15 (12) I Held in 401K Plan Common Stock             4,088 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BARTOL RITA MARIE 220 LIBERTY STREET WARSAW, NY 14569	Â	Â	  Senior Vice President	Â

Signatures

Michael D. Grover, as power of attorney		02/14/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Acquired 22 shares of FISI Common Stock from new money contributions under the 401(K) plan between 1/21/2011 and 4/21/2011.
(2)	Acquired 30 shares of FISI Common Stock from new money contributions under the 401(K) plan between 4/22/2011 and 7/21/2011.
(3)	Acquired 30 shares of FISI Common Stock from new money contributions under the 401(K) plan between 7/22/2011 and 10/21/2011.
(4)	Acquired 16 shares of FISI Common Stock from new money contributions under the 401(K) plan between 7/22/2011 and 12/31/2011.
(5)	Acquired 14 shares of FISI Common Stock from new money contributions under the 401(K) plan between 1/1/2012 and 1/23/2012.
(6)	This transaction resulted from a reallocation of funds within Ms. Bartol's 401k account. The reallocation resulted in the disposition of a relatively small number of shares of FISI common stock from the FISI stock fund. The issuer has determined the amount of the short-swing profit resulting from this transaction to be in the amount of $5.59 and such amount has been paid by Ms. Bartol to the issuer.
(7)	Acquired 3 shares of FISI Common Stock from new money contributions under the 401(K) plan between 1/24/2012 and 2/9/2012.
(8)	Acquired 69 shares of FISI Common Stock from new money contributions under the 401(K) plan between 2/10/2012 and 5/10/2012.
(9)	This transaction resulted from a reallocation of funds within Ms. Bartol's 401k account. The reallocation resulted in the disposition of a relatively small number of shares of FISI common stock from the FISI stock fund. The issuer has determined the amount of the short-swing profit resulting from this transaction to be in the amount of $16.36 and such amount has been paid by Ms. Bartol to the issuer.
(10)	Acquired 44 shares of FISI Common Stock from new money contributions under the 401(K) plan between 5/11/2012 and 8/10/2012.
(11)	Acquired 84 shares of FISI Common Stock from new money contributions under the 401(K) plan between 8/11/2012 and 11/12/2012.
(12)	Acquired 46 shares of FISI Common Stock from new money contributions under the 401(K) plan between 11/13/2012 and 12/21/2012.

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