8-K

   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                       Pursuant to Section 13 or 15(d) of

                       The Securities Exchange Act of 1934

                        Date of Report: February 2, 2001

                                CORTLAND BANCORP

                    (Exact name as specified in its charter)


         Ohio                                      000-13814 34-1451118
- ----------------------------                  ----------------------------
(State or other jurisdiction                 (Commission (I.R.S. Employer
of incorporation)                             File Number Identification No.)



                   194 West Main Street, Cortland, Ohio 44410

               --------------------------------------------------
          (Address of principal executive officer, including Zip Code)


       Registrant's telephone number, including area code: (330) 637-8040
            --------------------------------------------------------



                                 Not Applicable

                -------------------------------------------------
          (Former name or former address, if changed since last report)





   2



ITEM 5.       OTHER EVENTS.

         On February 2, 2001 Cortland Bancorp announced that the Board of
Directors has authorized a stock repurchase program to acquire up to 4.9% of
Cortland Bancorp's outstanding common stock over the next twelve months. The
repurchase program will commence February 7, 2001. Cortland Bancorp currently
has approximately 3,815,125 shares outstanding. For additional information,
reference is made to Cortland Bancorp's press release dated February 2, 2001
which is attached hereto as Exhibit 00.1 and incorporated herein by reference.

         The Company also announced that net income for 2000 was $5.11 million
compared to $4.86 million in 1999. Earnings per share amounted to $1.34 in 2000
compared to $1.27 for 1999. Assets as of December 31, 2000 totaled $429.5
million, up from $423.2 million a year ago.

ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         Exhibit 00.1 - Press Release dated February 2, 2001
- --------------------------------------------------------------------------------

   3

                                   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.

                                       CORTLAND BANCORP



                                       By:
                                         /s/ Rodger W. Platt
                                       ----------------------------------------
                                       Rodger W. Platt, Chairman and President


Date:    February 2, 2001

EX-1

   1





                         CORTLAND BANCORP PRESS RELEASE

Cortland, Ohio (February 2, 2001) - Cortland Bancorp (OTC Bulletin Board:
"CLDB") today announced that the Company's Board of Directors has approved a
Resolution authorizing a stock repurchase program of up to 4.9% of the Company's
outstanding common stock. This repurchase program will commence on February 7,
2001. The number of shares to be repurchased will depend on market conditions.
Accordingly, there is no guarantee as to the exact number of shares to be
repurchased. Currently, Cortland Bancorp has approximately 3,815,125 shares
outstanding.

Rodger W. Platt, Chairman and President of Cortland Bancorp, stated that the
repurchase program will expire not later than February 6, 2002. The Board of
Directors approved the repurchase program in view of current economic and
financial conditions, market factors, alternate investment strategies and the
strong capital position of the Company and its banking subsidiary, The Cortland
Savings and Banking Company. The Company believes that the repurchase of its
shares represents an attractive investment opportunity which will benefit both
the Company and its stockholders.

According to Mr. Platt, the repurchases generally will be effected through open
market purchases, but may also be conducted through privately negotiated
transactions in accordance with applicable regulations of the Securities and
Exchange Commission. The repurchased shares become treasury shares primarily for
use by the Company's Dividend Reinvestment Plan (DRIP), but shares may also be
repurchased for other general corporate purposes.

During the twelve month period ended February 2, 2001, the Company concluded a
similar stock repurchase program. Under that program, the Company repurchased
138,343 shares, or 3.6% of the outstanding shares, at an average price of $16.51
per share.

As of December 31, 2000, Cortland Bancorp reported total assets of $ 429.5
million and shareholders' equity of $47.7 million, representing more than 11% of
total assets. Net income for 2000 was $5.110 million compared to $4.862 million
in 1999. Earnings per share amounted to $1.34 in 2000, up 5.5% from the $1.27
achieved last year.

Cortland Bancorp's principal subsidiary is the Cortland Savings and Banking
Company (the "Bank"). The Bank is a full-service, state-chartered bank engaged
in commercial and retail banking services. The Bank's commercial and consumer
services include checking accounts, savings accounts, time deposit accounts,
commercial, mortgage and installment loans, commercial leasing, cash management,
night depository, automated teller services, safe deposit boxes, money order
services, travelers checks, Internet banking, on-line bill payments and other
miscellaneous services normally offered by commercial banks.

Business is conducted at a total of twelve offices, encompassing Trumbull
County, Portage County, Astabula County, and Mahoning County, all in
northeastern Ohio. Chartered by the State of Ohio, The Cortland Savings and
Banking Company was founded in 1892 and is a member of the Federal Reserve
System.