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 FINANCIAL INSTITUTIONS, INC.
 220 Liberty Street
 Warsaw, NY 14569 February 12, 2026
 V IA E DGAR
 Securities and Exchange Commission 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 Financial Institutions, Inc.
 Registration Statement on Form S-4 (Registration No. 333- 293081)
 Request for Acceleration of Effectiveness
               To Whom It May Concern:
 Financial Institutions, Inc., a New York corporation (the “Company”), hereby requests that the Company’s above-referenced
Registration Statement on Form S-4 be declared effective at 4:00 p.m., Eastern Time, on February 17, 2026, or as soon thereafter as is practicable.

 Sincerely,

 /s/ W. Jack Plants II

 W. Jack Plants II

 Executive Vice President, Chief Financial Officer and Treasurer

 (Duly Authorized Representative)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 5, 2026

Martin K. Birmingham
Chief Executive Officer
Financial Institutions, Inc.
220 Liberty Street
Warsaw, NY 14569

 Re: Financial Institutions, Inc.
 Registration Statement on Form S-4
 Filed January 30, 2026
 File No. 333-293081
Dear Martin K. Birmingham:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Benjamin M. Azoff
</TEXT>
</DOCUMENT>

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 FINANCIAL INSTITUTIONS, INC.

220 Liberty Street

Warsaw, New York 14569

 December 2,
2024

 VIA EDGAR

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Financial Institutions, Inc.

 
 Registration Statement on Form S-3 (Registration No. 333-283475)

 
 Request for Acceleration of
Effectiveness             

 Ladies and Gentlemen:

 Financial Institutions, Inc., a New York corporation (the “Company”), hereby requests that the Company’s above-referenced
Registration Statement on Form S-3 be declared effective at 4:00 p.m., Eastern Time, on December 4, 2024, or as soon thereafter as is practicable.

Very truly yours,

/s/ Samuel J. Burruano Jr.       

Samuel J. Burruano Jr.

Executive Vice President, Chief Legal

Officer and Corporate Secretary

(Duly Authorized Representative)

November 27, 2024
Martin K. Birmingham
President and CEO
Financial Institutions, Inc.
220 Liberty Street
Warsaw, NY 14569
Re:Financial Institutions, Inc.
Registration Statement on Form S-3
Filed November 26, 2024
File No. 333-283475
Dear Martin K. Birmingham:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Jeffrey M. Cardone, Esq.

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 Samuel J. Burruano, Jr., Chief Legal Officer & Corporate Secretary

November 9, 2021

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Ms. Jessica Livingston

Re:
 Financial Institutions, Inc.

 Registration Statement on Form S-3

 Filed October 29, 2021

 (File No. 333-260593)

Ladies and Gentlemen:

 In accordance with Rule 461 promulgated
under the Securities Act of 1933, as amended, Financial Institutions, Inc., a New York corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-3
(File No. 333-260593) as filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 29, 2021, be accelerated so that the registration statement becomes effective
at 4:00 p.m. Eastern Time on Friday, November 12, 2021, or as soon thereafter as practicable.

 If you have any questions or comments, please contact
Alexander McClean, Esq. of Harter Secrest & Emery at (585) 231-1248.

Very truly yours,

Financial Institutions, Inc.

/s/ Samuel J. Burruano, Jr.

 Samuel J. Burruano, Jr.

 Executive Vice
President, Chief Legal Officer and Corporate Secretary

 220 Liberty Street | Warsaw, NY 14569 | Tel (585) 627-1349 | Fax
(585) 627-1331

 sjburruano@five-starbank.com

United States securities and exchange commission logo
November 5, 2021
Samuel J Burruano, Jr,
Executive Vice President, Chief Legal Officer and Corporate Secretary
Financial Institutions Inc
220 Liberty Street
Warsaw, New York 14569
Re:Financial Institutions Inc.
Registration Statement on Form S-3
Filed October 29, 2021
File No. 333-260593
Dear Mr. Burruano:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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 December 18, 2020

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Mr. Eric Envall

Re:

 Financial Institutions, Inc.

Registration Statement on Form S-4

File No. 333-251030

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Financial Institutions, Inc. (the “Registrant”), hereby
requests that the effective date of the Registration Statement on Form S-4 filed by the Registrant with the U. S. Securities and Exchange Commission be accelerated so that the same may become effective at
12:00 p.m. on Tuesday, December 22, 2020, or as soon thereafter as practicable.

 If you have any questions or comments, please
contact Alexander McClean of Harter Secrest & Emery LLP at (585) 231-1248.

Very truly yours,

Financial Institutions, Inc.

By:

 /s/ W. Jack Plants

W. Jack Plants

Senior Vice President and Corporate Treasurer

United States securities and exchange commission logo
December 3, 2020
Martin K. Birmingham
President and Chief Executive Officer
Financial Institutions, Inc.
220 Liberty Street
Warsaw, NY 14569
Re:Financial Institutions, Inc.
Registration Statement on Form S-4
Filed November 30, 2020
File No. 333-251030
Dear Mr. Birmingham:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

August 23, 2018
William Kreienberg, Esq.
Executive V.P., Chief Corp. Development Executive and General Counsel
Financial Institutions, Inc.
220 Liberty Street
Warsaw, NY 14569
Re:Financial Institutions, Inc.
Registration Statement on Form S-3
Filed August 16, 2018
File No. 333-226861
Dear Mr. Kreienberg:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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Acceleration Request

 August 23, 2018

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Mr. David Lin

Re:

 Financial Institutions, Inc.

Registration Statement on Form S-3

File No. 333-226861

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Financial Institutions, Inc. (the “Registrant”), hereby
requests that the effective date of the Registration Statement on Form S-3 filed by the Registrant with the U. S. Securities and Exchange Commission be accelerated so that the same may become effective at 4:30
p.m. on Friday, August 24, 2018, or as soon thereafter as practicable.

 If you have any questions or comments, please contact
Alexander McClean of Harter Secrest & Emery LLP at (585) 232-6500.

Very truly yours,

Financial Institutions, Inc.

By:

 /s/ Kevin B. Klotzbach

Kevin B. Klotzbach

Executive Vice President and Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

 May 11, 2016

By E-Mail

Peter D. Fetzer , Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue, Suite 3800
Milwaukee, W I 53202

Re: Financial Institutions , Inc.
Revised Preliminary Proxy Statement
Filed on May 11, 2016 by Clover Partners, L.P. , et. al.
File No. 000-26481

Soliciting Materials filed pursuant to Rule 14a -12 on April 29, 2016
Filed by  Clover Partners, L.P. , et. al.
File No. 000 -26481

Dear Mr. Fetzer :

We have reviewed your filing  and response letters  and have the following comments.

Revised Preliminary Proxy Statement
1. We reissue prior comment 4. We note that the supplemental support your provided does
not support your assertion .

Soliciting Materials
2. We note your response to prior comment 2. Please file the revised letter to shareholders.

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions

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

       DIVISION OF
CORPORATION FINANCE

 April 19 , 2016

By E-Mail

Peter D. Fetzer , Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue, Suite 3800
Milwaukee, W I 53202

Re: Financial Institutions , Inc.
Soliciting Materials filed pursuant to Rule 14a -12 on April 18, 2016
Filed by Clover Partners, L.P. , MHC Mutual Conversion Fund, L.P. , Clover
    Investments, L.L.C. , Terrell T. Philen, Jr. , and Johnny Guerry
File No. 000-26481

Dear Mr. Fetzer :

We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may bett er understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comme nts apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to th is comment , we may have additiona l comments.
1. Avoid issuing statements that directly or indirectly make claims prior to a meeting
regarding the results of a solicitation without factual foundation.  In the future, either
disclose the factual foundation for such assertions or delete the statements.  In  this regard,
note that the factual foundation for such assertions must be reasonable.  Refer to Rule
14a-9. We note your statement that you “… have a high degree of confidence that [you] ’re
going to win .”

 We urge all persons who are responsible for the accuracy and a dequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the participants are in possession of
all facts relating to the disclo sure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

Peter D. Fetzer , Esq.
Foley & Lardner LLP
April 1 9, 2016
Page 2

  In responding to our comments, please provide a written statement from the participants
acknowledging that:

 the participants are responsible for the adequacy and  accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the participants may not assert staff comments as a de fense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions

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

DIVISION OF
  CORPORATION FINANCE

December 8, 2010
  Peter G. Humphrey President, Chief Executive Officer and Director Financial Institutions, Inc. 220 Liberty Street Warsaw, New York 14569
 Re:  Financial Institutions, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2009   File No. 0-13888

Dear Mr. Humphrey:

We have completed our review of your Form 10-K for the fiscal year ended
December 31, 2009, and we have no further comments.
Sincerely,
          M a r k  W e b b         L e g a l  B r a n c h  C h i e f

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Correspondence

July 2, 2010

Ms. Kathryn McHale

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Financial Institutions, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2009

    File No.  0-13888

Dear Ms. McHale:

Please accept this letter in response to your letter dated June 29, 2010 regarding your review of the document listed
above. Pursuant to your request, the following responses address the items of concern in your letter.

Form 10-K for the Year Ended December 31, 2009

Directors, Executive Officers and Corporate Governance, page 105

Election of Directors and Information With Respect to Board of Directors, page 1 of proxy statement on Schedule
14A

    1.

    In future filings, please revise to provide a discussion, for each director and nominee, of the specific
experience and qualifications, that leads to the conclusion that the individual should serve as a director of
the company.

Response: We will revise future filings to include a discussion of the specific experience and qualifications for each
director and nominee that leads to the conclusion that the individual should serve as a director of the company
pursuant to Item 401(e)(1) of Regulation S-K.

Corporate Governance information, page 4 of proxy statement on Schedule 14A

    2.

    In future filings, please revise to clarify how the Executive, Nominating and Governance Committee
considers diversity in identifying nominees for director.

Response: We will revise future filings to better clarify how the company considers diversity in nominating directors
pursuant to Item 407 (c)(2)(vi) of Regulation S-K.

220 Liberty Street • P.O. Box 227 • Warsaw, NY 14569-0227 • Tel (585) 786-1100 • Fax (585) 786-5254 • www.fiiwarsaw.com

1

    3.

    With respect to your retention of Almalfi Consulting, LLC, please disclose in future filings the
information required under Item 407 (e)(3)(iii) of Regulation S-K, or tell us why such disclosure is not
required.

Response: We will revise future filings to better disclose the nature and scope of our engagement with consultants
pursuant to the information required under Item 407 (e)(3)(iii) of Regulation S-K.

    4.

    In future filings, please disclose the information required under Item 407(h) of Regulation S-K regarding
board leadership structure.

Response: We will revise future filings to include a more descriptive narrative of our board leadership structure
pursuant to Item 407 (h) of Regulation S-K.

Certain Relationships and Related Party Transactions, and Director Independence, page 105

Certain Relationships and Related Party Transactions, page 26 of proxy statement on Schedule 14A

    5.

    It is not clear from your disclosure whether there are currently outstanding loans to related persons
above the threshold amount. If yes, please revise your disclosure in future filings to include, if accurate,
all three representations found in Instruction 4(c) to Item 404(a) of Regulation S-K, including the statement
that such loans were made “on substantially the same terms...as those of comparable transactions prevailing at
the time with other persons not related to” the company.

Response: We will revise future filings to more clearly disclose our transactions with related parties as well all
three representations in Instruction 4(c) to Item 404(a) of Regulation S-K.

Additionally, in connection with this response to your comments, we acknowledge that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    •

    staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and,

    •

    the Company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Peter G. Humphrey

Peter G. Humphrey,

President and Chief Executive Officer

Financial Institutions, Inc.

2

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

DIVISION OF
  CORPORATION FINANCE

June 29, 2010

By U.S. Mail and Facsimile to 585-786-1108
Peter G. Humphrey President, Chief Executive Officer and Director Financial Institutions, Inc. 220 Liberty Street Warsaw, New York 14569
 Re:  Financial Institutions, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2009   File No. 0-13888

Dear Mr. Humphrey:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your future documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.   Form 10-K for the Year Ended December 31, 2009

 Directors, Executive Officers and Corporate Governance, page 105

Election of Directors and Information With Respect to Board of Directors, page 1of
proxy statement on Schedule 14A

1. In future filings, please revise to provide a discussion, for each director and nominee, of the specific experience and qualifications, that leads to the conclusion that the individual should serve as a director of the company.  Refer to Item 401(e)(1) of  Regulation S-K.

Peter G. Humphrey
Financial Institutions, Inc.
June 29, 2010 Page 2

 Corporate Governance Information, page 4 of proxy statement on Schedule 14A

 2. In future filings, please revise to clarify how the Executive, Nominating and Governance Committee considers diversity in identifying nominees for director.  Refer to Item 407(c)(2)(vi) of Regulation S-K.
3. With respect to your retention of Amalfi Consulting, LLC, please disclose in future filings the information required under Item 407 (e)(3)(iii) of Regulation S-K, or tell us why such disclosure is not required.
4. In future filings, please disclose the information required under Item 407(h) of Regulation S-K regarding board leadership structure.
Certain Relationships and  Related Transactions, and Director Independence, page 105

Certain Relationships and Related Party Transactions, page 26 of proxy statement on
Schedule 14A

5. It is not clear from your disclosure whether there are currently outstanding loans to related persons above the threshold amount.  If yes, please revise your disclosure in future filings to include, if accurate, all three representations found in Instruction 4(c) to Item 404(a) of Re gulation S-K, including the statement that
such loans were made “on substantially the same terms…as those of comparable transactions prevailing at the time with other persons not related to” the company.
   * * *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please submit your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

Peter G. Humphrey
Financial Institutions, Inc. June 29, 2010 Page 3

• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Gregory Dundas, Attorn ey-Adviser, at (202) 551-3436 or me at
(202) 551-3464 if you have any questions regarding the above comments.
Sincerely,
          K a t h r y n  M c H a l e         Senior Counsel