1.

I.R.S. Identification Nos. of above persons (entities only).

David J. Dalrymple S.S.# 056-38-4552

2.

(a)
(b) X

3.

SEC Use Only

4.

Source of Funds (See Instructions) 00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6.

Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

727,139

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

727,139

11

Aggregate Amount Beneficially Owned by Each Reporting Person

727,139

12.

Shares (See Instructions)

X

13.

Percent of Class Represented by Amount in Row (11)

20.00%

14.

Type of Reporting Person (See Instructions)

IN

Instructions for Cover Page

(1)

COMPLYING WITH SCHEDULE 13D" below).

(2)

(3)

The 3rd row is for SEC internal use; please leave blank.

1.

I.R.S. Identification Nos. of above persons (entities only).

Robert H. Dalrymple S.S.# 065-38-1478

2.

(a)
(b) X

3.

SEC Use Only

4.

Source of Funds (See Instructions) 00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6.

Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

727,139

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

727,139

11

Aggregate Amount Beneficially Owned by Each Reporting Person

727,139

12.

Shares (See Instructions)

X

13.

Percent of Class Represented by Amount in Row (11)

20.00%

14.

Type of Reporting Person (See Instructions)

IN

Instructions for Cover Page

(1)

COMPLYING WITH SCHEDULE 13D" below).

(2)

(3)

The 3rd row is for SEC internal use; please leave blank.

1.

I.R.S. Identification Nos. of above persons (entities only).

Catherine D. Smith S.S.# 058-38-9298

2.

(a)
(b) X

3.

SEC Use Only

4.

Source of Funds (See Instructions) 00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6.

Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

727,139

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

727,139

11

Aggregate Amount Beneficially Owned by Each Reporting Person

727,139

12.

Shares (See Instructions)

X

13.

Percent of Class Represented by Amount in Row (11)

20.00%

14.

Type of Reporting Person (See Instructions)

IN

Instructions for Cover Page

(1)

COMPLYING WITH SCHEDULE 13D" below).

(2)

(3)

The 3rd row is for SEC internal use; please leave blank.

1.

I.R.S. Identification Nos. of above persons (entities only).

Dalrymple Holding Corporation E.I. No. 16-1137772

2.

(a)
(b) X

3.

SEC Use Only

4.

Source of Funds (See Instructions) 00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6.

Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

59,416

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

59,416

11

Aggregate Amount Beneficially Owned by Each Reporting Person

59,416

12.

Shares (See Instructions)

X

13.

Percent of Class Represented by Amount in Row (11)

1.63%

14.

Type of Reporting Person (See Instructions)

CO

Instructions for Cover Page

(1)

COMPLYING WITH SCHEDULE 13D" below).

(2)

(3)

The 3rd row is for SEC internal use; please leave blank.

1.

I.R.S. Identification Nos. of above persons (entities only).

Dalrymple Family Limited Partnership E.I. No. 16-1478376

2.

(a)
(b) X

3.

SEC Use Only

4.

Source of Funds (See Instructions) 00

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6.

Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

448,510

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

448,510

11

Aggregate Amount Beneficially Owned by Each Reporting Person

448,510

12.

Shares (See Instructions)

X

13.

Percent of Class Represented by Amount in Row (11)

12.33%

14.

Type of Reporting Person (See Instructions)

PN

Instructions for Cover Page

(1)

COMPLYING WITH SCHEDULE 13D" below).

(2)

(3)

The 3rd row is for SEC internal use; please leave blank.

Item 1. Security and Issuer.

Common Stock, Par Value $0.01

Chemung Financial Corporation

One Chemung Canal Plaza

Elmira, NY 14902

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented so that the first paragraph thereof reads as follows:

Pursuant to Rules 13d-(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned David J. Dalrymple, Robert H. Dalrymple, Catherine D. Smith, Dalrymple Holding Corporation, a New York Corporation, and Dalrymple Family Limited Partnership, a New York limited partnership, hereby file this Schedule 13D Statement jointly. The above-named persons are hereinafter sometimes collectively referred to as "the Reporting Persons." The Reporting Persons are making this single, joint filing because certain of the Reporting Persons may be deemed to share beneficial ownership over certain shares of the Common Stock of the Issuer as a result of family relationships among certain of the Reporting Persons. The Reporting Persons are also making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13 (d) (3) of the Exchange Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

David J. Dalrymple

(a)

David J. Dalrymple

(b)

274 Coleman Avenue

Elmira, NY 14903

(c)

President of Dalrymple Holding Corporation

(d), (e)

None

(f)

United States

Robert H. Dalrymple

(a)

Robert H. Dalrymple

(b)

875 Upland Drive

Elmira, NY 14905

(c)

Vice President & Secretary of Dalrymple Holding Corporation

(d), (e)

None

(f)

United States

Catherine D. Smith

(a)

Catherine D. Smith

(b)

430 Pine Drive

Jackson, WY 83001

(c)

None

(d), (e)

None

(f)

United States

Dalrymple Holding Corporation

(a)

Dalrymple Holding Corporation

(b)

New York

(c)

Parent company of several construction companies

(d)

105 South Broadway

Pine City, NY 14871

(e), (f)

None

The directors and executive officers of Dalrymple Holding Corporation are set forth on Schedule I attached hereto. Schedule I sets forth the following information with respect to each such person:

(i)

name;

(ii)

business address (or residence address where indicated);

(iii)

and address of any corporation or other organization in which such employment is conducted; and

(iv)

citizenship.

During the last five years, neither Dalrymple Holding Corporation nor any person named in Schedule I attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Dalrymple Family Limited Partnership

(a)

Dalrymple Family Limited Partnership

(b)

New York

(c)

Investing Partnership

(d)

105 South Broadway

Pine City, NY 14871

(e), (f)

None

David J. Dalrymple, Robert H. Dalrymple and Catherine D. Smith are the three general partners of Dalrymple Family Limited Partnership. The same individuals are also the limited partners of said partnership. Pursuant to the terms of the partnership agreement, said general partners share voting and dispositive powers with respect to all assets owned by said partnership, decisions to be made by a majority vote with each general partner entitled to cast one vote for each percentage point, or fraction thereof, of such general partners' partnership percentage in effect as of the date of such vote.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended by adding the following to the end thereof:

Since October 23, 2003, David J. Dalrymple has acquired 9,778 shares by purchase on the open market in numerous separate trades at prices ranging from $30.25 to $33.15 per share and in addition has acquired 8,600 shares purchased as co-trustee of a trust under the Will of Mary Ellen Dalrymple, all of which shares were purchased from Dalrymple Holding Corporation, a joint filer of this Form 13D. Since October 23, 2003, Robert H. Dalrymple has acquired no additional shares except that he did as co-trustee acquire 8,600 shares purchased as co-trustee of a trust under the Will of Mary Ellen Dalrymple, all of which shares were purchased from Dalrymple Holding Corporation, a joint filer of this Form 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended by deleting part (a) in its entirety and inserting the following in place thereof:

(a)

David J. Dalrymple

For purposes of Section 13(d) of the Exchange Act, including the Rules and Regulations thereunder, the aggregate number of shares of the Common Stock of the Issuer that David J. Dalrymple may be deemed to beneficially own is 727,139. This number consists of 114,885 shares held directly in David J. Dalrymple's name, 64,690 shares held in the name of Robert H. Dalrymple, 3,808 shares held by David J. Dalrymple as custodian for his children under NYSGMA, 13,122 shares held in the name of Catherine D. Smith, 3,808 shares held by Catherine D. Smith as custodian for her children under NYSGMA, 59,416 shares held by Dalrymple Holding Corporation, 448,510 shares held by Dalrymple Family Limited Partnership and 18,900 shares held as co-trustee of trusts under the Will of Mary Ellen Dalrymple. This number does not include 30,230 shares of the Issuer held by Susquehanna Supply Company, of which David J. Dalrymple is a 23.1% owner nor does it include 7,276 shares owned by his spouse, Joanne F. Dalrymple, of which shares David J. Dalrymple disclaims beneficial ownership. The aggregate percentage of the issued and outstanding Common Stock of the Issuer that David J. Dalrymple may be deemed to beneficially own is 20.00%.

Robert H. Dalrymple

For purposes of Section 13(d) of the Exchange Act, including the Rules and Regulations thereunder, the aggregate number of shares of the Common Stock of the Issuer that Robert H. Dalrymple may be deemed to beneficially own is 727,139. This number consists of 64,690 shares held directly in Robert H. Dalrymple's name, 114,885 shares held in the name of David J. Dalrymple, 3,808 shares held by David J. Dalrymple as custodian for his children under NYSGMA, 13,122 shares held in the name of Catherine D. Smith, 3,808 shares held by Catherine D. Smith as custodian for her children under NYSGMA, 59,416 shares held by Dalrymple Holding Corporation, 448,510 shares held by Dalrymple Family Limited Partnership and 18,900 shares held as co-trustee of trusts under the Will of Mary Ellen Dalrymple. This number does not include 30,230 shares of the Issuer held by Susquehanna Supply Company, of which Robert H. Dalrymple is a 23.1% owner nor does it include 5,439 shares owned by his spouse, Elizabeth T. Dalrymple, of which shares Robert H. Dalrymple disclaims beneficial ownership. The aggregate percentage of the issued and outstanding Common Stock of the Issuer that Robert H. Dalrymple may be deemed to beneficially own is 20.00%.

Catherine D. Smith

For purposes of Section 13(d) of the Exchange Act, including the Rules and Regulations thereunder, the aggregate number of shares of the Common Stock of the Issuer that Catherine D. Smith may be deemed to beneficially own is 727,139. This number consists of 13,122 shares held directly in Catherine D. Smith's name, 3,808 shares held by Catherine D. Smith as custodian for her children under NYSGMA, 64,690 shares held directly in Robert H. Dalrymple's name, 114,885 shares held in the name of David J. Dalrymple, 3,808 shares held by David J. Dalrymple as custodian for his children under NYSGMA, 59,416 shares held by Dalrymple Holding Corporation, 448,510 shares held by Dalrymple Family Limited Partnership and 18,900 shares held by David J. Dalrymple and Robert H. Dalrymple as co-trustees of trusts under the Will of Mary Ellen Dalrymple. The aggregate percentage of the issued and outstanding Common Stock of the Issuer that Catherine D. Smith may be deemed to beneficially own is 20.00%.

Dalrymple Holding Corporation

For purposes of Section 13(d) of the Exchange Act, including the Rules and Regulations thereunder, the aggregate number of shares of the Common Stock of the Issuer that Dalrymple Holding Corporation beneficially owns is 59,416. The aggregate percentage of the issued and outstanding Common Stock of the Issuer that Dalrymple Holding Corporation beneficially owns is 1.63%.

Dalrymple Family Limited Partnership

For purposes of Section 13(d) of the Exchange Act, including the Rules and Regulations thereunder, the aggregate number of shares of the Common Stock of the Issuer that Dalrymple Family Limited Partnership may be deemed to beneficially own is 448,510 shares. The aggregate percentage of the issued and outstanding Common Stock of the Issuer that Dalrymple Family Limited Partnership may be deemed to beneficially own is 12.33%.

Item 5 is further amended by deleting part (b) in its entirety and inserting the following in place thereof:

(b)

David J. Dalrymple

David J. Dalrymple may be deemed to share power to vote or direct the voting and share power to dispose or direct the disposition of 727,139 shares of the Common Stock of the Issuer.

Robert H. Dalrymple

Robert H. Dalrymple may be deemed to share power to vote or direct the voting and share power to dispose or direct the disposition of 727,139 shares of the Common Stock of the Issuer.

Catherine D. Smith

Catherine D. Smith may be deemed to share power to vote or direct the voting and share power to dispose or direct the disposition of 727,139 shares of the Common Stock of the Issuer.

Dalrymple Holding Corporation

Dalrymple Holding Corporation has shared voting and dispositive power over 59,416 shares of the Common Stock of the Issuer.

Dalrymple Family Limited Partnership

Acting through its three general partners, Dalrymple Family Limited Partnership has voting and dispositive power over 448,510 shares of the Common Stock of the Issuer.

Issuer.

Item 6 is hereby amended by deleting it in its entirety and inserting the following in the place thereof:

David J. Dalrymple, Robert H. Dalrymple and Catherine D. Smith are siblings. As a result of their close family relationship, the above-named individuals communicate regularly about a variety of concerns, including financial matters. Although there are no implicit or explicit arrangements, understandings or contracts among said persons with respect to the shares of this Issuer (other than pursuant to the terms of the Dalrymple Family Limited Partnership Agreement as described at Item 2 hereof), they each may rely in part on the advice and opinions of the others when making individual voting or dispositive decisions with respect to such shares.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented by adding the following as Exhibits to the Schedule 13D:

(1)

Joint Filing Agreement, dated August 11, 2005, among David J. Dalrymple, Robert H. Dalrymple, Dalrymple Holding Corporation and Dalrymple Family Limited Partnership

(2)

Power of Attorney from David J. Dalrymple dated August 8, 2005.

(3)

Power of Attorney from Robert H. Dalrymple dated August 8, 2005.

(4)

Power of Attorney from Catherine A. Smith dated August 8, 2005.

Dated: August 11, 2005

Signature:

/s/David J. Dalrymple

David J. Dalrymple

Dated: August 11, 2005

Signature:

/s/J. Philip Hunter

Robert H. Dalrymple

By J. Philip Hunter under Power of Attorney

Dated: August 11, 2005

Signature:

/s/J. Philip Hunter

Catherine D. Smith

By J. Philip Hunter under Power of Attorney

Dated: August 11, 2005

DALRYMPLE HOLDING CORPORATION

By /s/David J. Dalrymple

Name:

David J. Dalrymple

Title:

President

Dated: August 11, 2005

DALRYMPLE FAMILY LIMITED PARTNERSHIP

By /s/David J. Dalrymple

Name:

David J. Dalrymple

Title:

General Partner

By /s/J. Philip Hunter

Name:

Robert H. Dalrymple

By J. Philip Hunter under Power of Attorney

Title:

General Partner

By /s/J. Philip Hunter

Name:

Catherine D. Smith

By J. Philip Hunter under Power of Attorney

Title:

General Partner

David J. Dalrymple.

Robert H. Dalrymple

By J. Philip Hunter under Power of Attorney

Catherine D. Smith

By J. Philip Hunter under Power of Attorney

DALRYMPLE HOLDING CORPORATION

By: /s/ David J. Dalrymple

David J. Dalrymple, President

DALRYMPLE FAMILY LIMITED PARTNERSHIP

By:/s/ David J. Dalrymple

David J. Dalrymple, General Partner

Name

Position with Reporting Person

Principal Occupation

David J. Dalrymple

President

Same

Edward C. Dalrymple, Jr.

Vice President & Treasurer

Same

Robert H. Dalrymple

Vice President & Secretary

Same