Form 4 MILLER RONALD A For: Mar 12 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

MILLER RONALD A

(Last)

(First)

(Middle)

220 LIBERTY STREET

(Street)

WARSAW

14569

(City)

(State)

(Zip)

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)
EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/12/2009		D		4,400 ⁽¹⁾	D	⁽¹⁾	22,250	D

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 Following Reported Transaction(s)
(Instr. 4)

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

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

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1. As reported on Form 4 dated 01/16/2008, Mr. Miller was granted 5,500 shares of restricted stock which would vest upon satisfaction of both a performance requirement and a service requirement. The amount reported on this Form 4 reflects the forfeiture of the non-achieved portion, or 80%, of the performance requirement. Based upon achievement of 20% of the performance-based requirement, 1,100 of the restricted stock awards will vest in accordance with the service requirements in two equal installments beginning on 01/16/2010.

	Ronald A. Miller	03/19/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

AUTHORIZATION TO FILE SECTION 16 REPORTS

I hereby authorize and designate Sonia M. Dumbleton or Michael D. Grover to
execute and file or cause to be filed, on my behalf any Forms 3, 4 and 5,
including any amendments thereto, that I may voluntarily or be required to file
with the U.S. Securities and Exchange Commission as a result of my ownership of,
or transactions in, securities of Financial Institutions, Inc.  This authority
shall continue until I am no longer required to file such forms, or until sooner
revoked by me in writing.

In witness whereof, I have executed this authorization this 4th day of December
2002.

    /s/ Ronald A Miller
-------------------------------
Ronald A Miller
Chief Financial Officer
Financial Institutions, Inc.

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