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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Financial Institutions, Inc.
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(Exact name of registrant as specified in its charter)

Not Applicable
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Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

Financial Institutions, Inc. (the "Company") (Nasdaq: FISI), the parent company of Five Star Bank, announced on March 7, 2011 the commencement of an underwritten public offering of approximately $40.0 million of its common stock. The Company expects to use the net proceeds from this offering for general working capital purposes and to repurchase the remaining shares of the Company’s Series A Fixed Rate Cumulative Perpetual Preferred Stock (the "Preferred Stock"), and the related warrant (the "Warrant") to purchase up to 378,175 shares of the Company’s common stock, issued to the U.S. Department of the Treasury (the "Treasury") as part of the TARP Capital Purchase Program. There can be no assurance that the Treasury will approve the Company’s applications to repurchase the Preferred Stock or the Warrant, or that an acceptable price for repurchasing the Warrant can be agreed upon.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release issued by Financial Institutions, Inc. on March 7, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index