UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 1828, ~~2012~~2013

ALLIANCE FINANCIAL CORPORATION

(Exact name of ~~registrant~~Registrant as specified in its charter)

New York	0000-15366	16-1276885
(State or other jurisdiction of incorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

120 Madison Street


120 Madison Street, Syracuse, New York		13202
(Address of principal executive offices)		(Zip Code)

Syracuse, New York 13202

(Address of principal executive offices, zip code)

(315) 475-2100

(Registrant’s telephone number, including area code)

Not Applicable

(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~~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 (1717CFR ~~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 52.02. ~~Departure~~Results of ~~Directors~~Operation orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~December~~January 1828, ~~2012~~2013, Alliance Financial Corporation (the “Company”) ~~approved~~issued ana ~~amendment~~press ~~to the~~release ~~existing~~announcing ~~Change~~its offourth ~~Control~~quarter ~~Agreements~~and ~~entered~~full ~~into~~year ~~with~~2012 ~~James~~financial Wresults. ~~Getman~~A ~~and~~copy ~~Steven G. Cacchio (the “First Amendment”), in order to conform the Change~~ of ~~Control Agreements to~~ the ~~requirements~~press ofrelease ~~Section 409A of the Internal~~is ~~Revenue~~furnished ~~Code of 1986,~~ as ~~amended,~~Exhibit ~~and~~99.1 ~~all~~hereto ~~regulations, guidance~~ and ~~other~~is ~~interpretive~~hereby ~~authority~~incorporated ~~issued thereunder. In addition, the First Amendment provides for the transfer of the legal title to the automobile owned~~ by ~~the~~reference ~~Company~~into ~~and~~this used by officer immediately prior to the date of the officer’s termination at no cost to the officer (but subject to applicable withholding taxes) as an additional severance benefit should the officer become entitled to severance benefits under the terms of the Change of Control AgreementItem 2. ~~The remainder of the terms of the Change of Control Agreements otherwise remain unchanged~~02.

The ~~foregoing~~information ~~description~~contained in ofthis ~~the~~Item 2.02, ~~First~~including ~~Amendment~~Exhibit is99.1, ashall ~~summary~~not ofbe ~~its~~deemed ~~material~~“filed” ~~terms~~with ~~and~~the ~~does~~Securities ~~not~~and ~~purport~~Exchange toCommission benor ~~complete,~~incorporated ~~and~~by isreference ~~qualified~~ in ~~its~~any ~~entirety~~registration bystatement ~~reference~~filed toby the ~~Form~~Company ofunder ~~First~~the ~~Amendment~~Securities ~~to Change~~Act of ~~Control Agreement~~1933, ~~which is filed~~ as ~~Exhibit 10~~ amended.1 ~~to this Current Report on Form 8-K.~~

Item 8.01.

Other Events.

On January 28, 2013, the Company issued a press release announcing its results of operations for the quarter and year ended December 31, 2012. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The exhibits required by this item are set forth on the Exhibit Index attached hereto.


Exhibit No.		Description
99.1		Press Release, dated January 28, 2013.

Exhibit Number		Description
10.1		Form of First Amendment to Change of Control Agreement, dated December 18, 2012, by and between the Company and each of James W. Getman and Steven G. Cacchio.

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.

	ALLIANCE FINANCIAL CORPORATION
Date: December 21, 2012	By:	/s/ Jack H. Webb
Date: January 28, 2013
		Jack H. Webb
	By:	/s/ J. Daniel Mohr
		President and Chief Executive Officer
		J. Daniel Mohr Executive Vice President and CFO

~~EXHIBIT~~ INDEX TO EXHIBITS

Exhibit Number		Description
Exhibit No.		Description
10.1		Form of First Amendment to Change of Control Agreement, dated December 18, 2012, by and between the Company and each of James W. Getman and Steven G. Cacchio.
99.1		Press Release, dated January 28, 2013.

Filing Compare · ALLIANCE FINANCIAL CORP /NY/