FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

         for the quarterly period ended June 30, 1998

                                                        OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

         For the transition period from ______________ to _____________


         Commission file number 0-13423

                               FNB Rochester Corp.
             (Exact name of registrant as specified in its charter)

        New York                                            16-1231984
        --------                                            ----------
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                          Identification No.)

   35 State St., Rochester. New York                          14614
   ---------------------------------                         -------
 Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code (716) 546-3300


        Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for shorter  period that the  registrant
was  required  to file such  reports)  and (2) has been  subject to such  filing
requirements for the past 90 days.
Yes    X     No ______.

        Indicate  the  number  of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.

              Class                      Outstanding at August 6, 1998
       ---------------------------       -----------------------------
       Common stock, $1.00 par value               3,617,505
<PAGE>
                                  INDEX


                                                                    Page No.

Part I            Financial Information

                  Condensed consolidated balance sheets -
                  June 30, 1998 and December 31, 1997                   3-4

                  Condensed consolidated statements of
                  income for the three months and six months
                  ended June 30, 1998 and 1997                            5

                  Condensed consolidated statement of changes in
                  equity for the period ended June 30, 1998               6

                  Condensed consolidated statements of cash
                  flows for the six months ended June
                  30, 1998 and 1997                                     7-8

                  Notes to condensed consolidated financial
                  statements                                           9-12

                  Management's discussion and analysis of
                  financial condition and results of operations       13-18


Part II           Other information                                   19-20

                  Index of Exhibits                                      22
<PAGE>
                         PART I - FINANCIAL INFORMATION

                       FNB ROCHESTER CORP. AND SUBSIDIARY

                Condensed Consolidated Balance Sheets (unaudited)
                      (In thousands, except per share data)


                                              June 30,           December 31,
                                                1998                 1997
                                              --------           ------------
         Assets
Cash and due from banks                       $21,227              $17,968

Interest-bearing deposits with other banks      1,106                1,134

Federal funds sold                              4,800               12,200

Securities available-for-sale, at fair value  129,804              120,819

Securities held-to-maturity (fair value of
$28,284 in 1998 and $28,323 in
1997)                                          28,221               28,278

Loans:

    Commercial                                219,001              201,722
    Mortgage                                   97,292               83,113
    Home Equity                                27,710               23,516
    Consumer                                   22,817               22,886
                                               ------               ------
        Total loans                           366,820              331,237

    Net deferred loan fees                         58                  283
    Allowance for loan losses                  (5,538)              (5,580)
                                              -------              -------
        Net loans                             361,340              325,940

Premises and equipment, net                    10,062                8,813

Accrued interest receivable                     4,495                3,761

FHLB and FRB stock                              2,188                1,655

Other assets                                    2,318                1,785
                                                -----                -----
        Total assets                         $565,561             $522,353
                                               ======              =======
<PAGE>
                       FNB ROCHESTER CORP. AND SUBSIDIARY
          Condensed Consolidated Balance Sheets (unaudited), continued
                      (in thousands except per share data)

                                                  June 30,          December 31,
                                                    1998                1997
                                                    ----                ----
     Liabilities and shareholders' equity

Deposits:

    Demand:

        Non-interest bearing                    $     83,510   $     70,831
        Interest bearing                              70,513         67,852

     Savings and money market                        101,376         89,224

     Certificates of deposit:
        Under $100,000                               153,750        149,437
        $100,000 and over                             95,605         92,477
                                                      ------         ------
           Total deposits                            504,754        469,821

Securities sold under agreement to repurchase
and short-term borrowings                             20,915         14,236

Accrued interest payable and other liabilities         3,733          4,066

Long-term debt                                           210            210
                                                         ---            ---
            Total liabilities                        529,612        488,333
                                                     -------        -------
Shareholders' equity:

  Common  stock, $1 par value; authorized
  5,000,000 shares; issued and
  outstanding 3,610,887 in 1998 and 
  3,589,253 in 1997                                    3,611          3,589

  Additional paid in capital                          13,559         13,269

  Undivided profits                                   18,021         16,266

  Accumulated other comprehensive income                 758            896
                                                         ---            ---
            Total shareholders' equity                35,949         34,020
                                                      ------         ------
            Total liabilities and 
            shareholders' equity                 $   565,561      $ 522,353
                                                     =======        =======
See accompanying notes to condensed consolidated financial statements
<PAGE>
                       FNB ROCHESTER CORP. AND SUBSIDIARY
             Condensed Consolidated Statements of Income (unaudited)
                      (In thousands, except for share data)

<TABLE>
<CAPTION>
                                                             Six months ended                   Three months ended
                                                                June 30,                             June 30,
                                                           1998              1997              1998             1997
                                                           ----              ----              ----             ----
<S>                                                      <C>               <C>              <C>               <C>   
Interest income:

  Interest and fees on loans:
    Commercial                                           $9,648            $8,861           $4,942            $4,524
    Mortgage                                              3,303             2,804            1,722             1,447
    Home equity                                           1,088               968              560               499
    Consumer                                                988             1,012              498               515
                                                            ---             -----              ---               ---
      Total interest and fees on loans                   15,027            13,645            7,722             6,985

  Federal funds sold and time deposits                      292               207              163               120
  Securities                                              4,932             3,983            2,456             2,174
                                                          -----             -----            -----             -----
    Total interest income                                20,251            17,835           10,341             9,279
                                                         ------            ------           ------             -----
Interest expense:

  Savings, checking and money market accounts             1,793             1,548              943               803
  Certificates of deposit                                 7,056             6,310            3,572             3,320
  Short-term borrowings and other                           405                62              226                42
                                                            ---                --              ---                --
    Total interest expense                                9,254             7,920            4,741             4,165
                                                          -----             -----            -----             -----
    Net interest income                                  10,997             9,915            5,600             5,114

Provision for loan losses                                   150                 0               60                 -
                                                                                                --
    Net interest income after provision for loan
      losses                                             10,847             9,915            5,540             5,114
                                                         ------             -----            -----             -----
Non-interest income:

  Service charges on deposit accounts                       933               819              483               428
  Credit card fees                                          371               374              204               181
  Gain on sale of mortgages                                  58                24               54                14
  Gain on sale of securities available-for-sale              11                 -               11                 -
  Loan servicing fees                                       131               131               66                66
  Other operating income                                    449               293              229               145
                                                            ---               ---              ---               ---
    Total non-interest income                             1,953             1,641            1,047               834
                                                          -----             -----            -----               ---
Non-interest expense:

  Salaries and employee benefits                          5,204             4,720            2,671             2,348
  Occupancy                                               1,889             1,856              968               953
  Marketing and public relations                            395               293              219               156
  Office supplies, printing and postage                     380               314              199               163
  Processing fees                                           555               499              297               230
  Legal                                                      96               114               48                57
  Other                                                   1,039               844              577               451
                                                          -----               ---              ---               ---
    Total non-interest expenses                           9,558             8,640            4,979             4,358
                                                          -----             -----            -----             -----
      Income before income taxes                          3,242             2,916            1,608             1,590

Income tax expense                                          910               939              408               515
                                                            ---               ---              ---               ---
      Net income                                         $2,332            $1,977           $1,200            $1,075
                                                          =====             =====            -----             -----
      Net income per common share - basic               $   .65           $   .55          $   .33           $   .30
                                                            ===               ===              ===               ===
      Net income per common share - diluted             $   .61           $   .53          $   .31           $   .29
                                                            ===               ===              ===               ===
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>

                       FNB ROCHESTER CORP. AND SUBSIDIARY
              Condensed Consolidated Statement of Changes in Equity
                           Period Ended June 30, 1998
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                              Accumulated
                                                         Additional                              Other
                                        Common            Paid in         Undivided          Comprehensive
                                         Stock            Capital          Profits              Income           Total
                                        ------           ----------       ---------          -------------       -----
<S>                                      <C>              <C>              <C>                  <C>              <C>    
Balance at December 31, 1997             $3,589           $13,269          $16,266              $     896        $34,020

Comprehensive income

  Net income                                                                 2,332                                 2,332

    Unrealized loss on securities
      available-for-sale, net of
      taxes of $92 and net of
      reclassification adjustment
      (see disclosure)                                                                              (138)          (138)

Total comprehensive income                                                                                         2,194

Common stock cash dividend -
 $.08 per share                                                              (577)                                 (577)

Option and employee purchase                 22               290                                                    312
 shares issued

Balance at June 30, 1998                 $3,611           $13,559          $18,021             $      758        $35,949
                                          =====            ======           ======                    ===         ======

Disclosure of reclassification amount:

Unrealized holding losses arising during period                                                          $   (149)

Less: reclassification adjustment for gains included in net income                                              11
                                                                                                                --

Net unrealized loss on securities                                                                        $   (138)
                                                                                                              ===
</TABLE>
<PAGE>
                       FNB ROCHESTER CORP. AND SUBSIDIARY
           Condensed Consolidated Statements of Cash Flows (unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                         Six months ended
                                                                             June 30,
                                                                      1998                1997
                                                                      ----                ----
<S>                                                                 <C>                   <C>    
Cash flows from operating activities:

  Net income                                                        $   2,332             $ 1,977

Adjustments to reconcile net income to net
cash provided by operating activities:
    Provision for loan losses                                             150                   -
    Depreciation and amortization                                         800                 791
    Gain on sales of securities                                          (11)                   -
    Increase in mortgage loans held-for-sale                            (412)             (1,010)
    Increase in accrued interest receivable                             (734)               (405)
    (Increase) decrease in other assets                                 (524)                 230
    Increase (decrease) in accrued interest 
      payable and other liabilities                                     (263)                 143
                                                                        -----                 ---
        Net cash provided by operating activities                       1,338               1,726
                                                                        -----               -----
Cash flows from investing activities:

    Securities available-for-sale:

        Purchase of securities                                       (34,859)            (40,195)
        Proceeds from maturities                                       23,787               5,620
        Proceeds from sales                                             1,867                   -

    Securities held-to-maturity:

        Purchase of securities                                        (2,703)               (474)
        Proceeds from maturities                                        2,761               2,771
    Loan origination and principal collection, net                   (35,054)            (16,410)
    Capital expenditures, net                                         (2,049)               (334)
    Increase in other assets - investing                                (533)               (139)
                                                                        -----               -----
        Net cash used by investing activities                        (46,783)            (49,161)

Cash flows from financing activities:

    Net increase demand, savings and money
        market accounts                                                27,492              15,323
    Certificates of deposit accepted and repaid, net                    7,441              33,767
    Increase in short-term borrowing and securities
        sold under agreement to repurchase                              6,679               3,169
    Payment of common stock dividend                                    (648)               (179)
    Employee common stock purchase and exercise
     of options to purchase common stock                                  312                 127
                                                                          ---                 ---
        Net cash provided by financing activities                      41,276              52,207
                                                                       ------              ------
        Increase (decrease) in cash and cash equivalents              (4,169)               4,772
        Cash and cash equivalents at beginning of year                 30,302              21,681
                                                                       ------              ------
        Cash and cash equivalents at end of period                   $ 26,133            $ 26,453
                                                                       ======              ======
The Company paid cash during the six months ended 
June 30, 1998 and 1997 as follows:

    Interest                                                          $ 9,140             $ 7,635
    Taxes                                                                 325               1,216
</TABLE>
        See accompanying notes to condensed consolidated financial statements.

<PAGE>
                       FNB ROCHESTER CORP. AND SUBSIDIARY

        Notes to Condensed Consolidated Financial Statements (unaudited)


(1)      Summary of Significant Accounting Policies

         Basis of Presentation

         FNB  Rochester  Corp.  (the  Company)  operates  as a bank
         holding  company.  Its  only  subsidiary  is  First  National  Bank  of
         Rochester (the Bank). The consolidated financial statements include the
         accounts of the Company and its wholly owned subsidiary,  the Bank. All
         material intercompany accounts and transactions have been eliminated in
         the consolidation.

         The  financial  information  is prepared in conformity  with  generally
         accepted  accounting  principles  and such  principles are applied on a
         basis  consistent  with those  reflected  in the December 31, 1997 Form
         10-K  Report of the  Company  filed with the  Securities  and  Exchange
         Commission. The financial information included herein has been prepared
         by  management   without   audit  by   independent   certified   public
         accountants.  The  information  furnished  includes all adjustments and
         accruals,  solely of a normal recurring nature, that are in the opinion
         of  management  necessary  for a fair  presentation  of results for the
         interim period ended June 30, 1998. Amounts in prior periods' financial
         statements are reclassified  whenever necessary to conform with current
         presentation.

(2)      Allowance for Loan Losses

         Changes in the  allowance for loan losses for the six months ended June
         30, 1998 and 1997 are as follows:


                                                1998            1997
                                                ----            ----

Balance at beginning of period                $5,580          $5,696
Provisions for loan losses                       150               -
Loans charged off                              (354)           (328)
Recoveries on loans previously charged-off       162             133
                                                 ---             ---
Balance at end of period                      $5,538          $5,501
                                               =====           =====

         The principal balance of loans not accruing interest totaled $1,267,000
         and $2,244,000 at June 30, 1998 and 1997 respectively and $2,100,000 at
         December 31, 1997.

         At June 30, 1998 and 1997,  the recorded  investment  in loans that are
         considered  to  be  impaired   totaled   $1,069,000   and   $2,665,000,
         respectively. The average recorded investments in impaired loans during
         the  three  months  ended  June 30,  1998  and  1997 was  approximately
         $1,209,000 and $2,502,000,  respectively. For the six months ended June
         30,  1998 and  1997,  the  Company  recognized  $37,000  and  $112,000,
         respectively,  in  interest  income on the  impaired  loans  during the
         period in which they were considered impaired.


(3)      Earnings per Common Share

         Calculation  of Basic  Earnings  Per  Share  (Basic  EPS)  and  Diluted
         Earnings Per Share (Diluted EPS) is as follows (income in thousands):
<TABLE>
<CAPTION>

                                                                      Average
                                                   Net Income          Shares         Per Share
                                                   ----------         -------         ---------
<S>                                                   <C>            <C>               <C> 
For six months ended June 30, 1998
  Basic EPS

    Net income applicable to common shareholders      $2,332         3,603,209         $.65
                                                                                        ===
    Effect of assumed exercise of stock options            -           199,263
                                                           -           -------
  Diluted EPS

    Income available to common shareholders and
      assumed exercise of stock options               $2,332         3,802,472         $.61
                                                       =====         =========          ===
For six months ended June 30, 1997

  Basic EPS

    Net income applicable to common shareholders      $1,997         3,573,536         $.55
                                                                                        ===
    Effect of assumed exercise of stock options            -           152,467
                                                           -           -------
  Diluted EPS

    Income available to common shareholders and
      assumed exercise of stock options               $1,997         3,726,003         $.53
                                                       =====         =========          ===
For three months ended June 30, 1998

  Basic EPS

    Net income applicable to common shareholders      $1,200         3,607,590         $.33
                                                                                        ===
    Effect of assumed exercise of stock options            -           208,815
                                                           -           -------
  Diluted EPS

    Income available to common shareholders and
      assumed exercise of stock options               $1,200         3,816,405         $.31
                                                       =====         =========          ===
For three months ended June 30, 1997

  Basic EPS

    Net income applicable to common shareholders      $1,075         3,579,099         $.30
                                                                                        ===
    Effect of assumed exercise of stock options            -           145,875
                                                           -           -------
  Diluted EPS

    Income available to common shareholders and
    assumed exercise of stock options                 $ 1,075        3,724,974         $.29
                                                       ======        =========          ===
</TABLE>

(4)      Stock Option Plans

         The Company has stock option plans under which  options to
         acquire  525,000  shares of its common stock were available to grant to
         key employees and options to acquire  25,000 shares of its common stock
         were  available to grant to  directors.  At June 30,  1998,  options to
         purchase 521,500 shares were held by grantees under the
         plans.  The range of exercise  prices of the options is $5.63 to $21.50
         per share with an average  exercise price of $13.07 per share.  At June
         30, 1998,  options to acquire 303,100 shares were  exercisable.  Of the
         remaining,  options to acquire  27,700  shares  become  exercisable  at
         various times through May 2000 and 190,450 become  exercisable when the
         market price of the  Company's  common stock  reaches  certain  levels,
         ranging from $21.50 to $33.50,  and remains  there for a 30 day period.
         Since  inception of the plans,  options to acquire  14,425  shares have
         been exercised.

(5)      Dividends

         The  Company  declared a  quarterly  $.08 per share  dividend  on
         common stock on June 23 , 1998,  payable July 30, 1998 to shareholders
         of record July 15, 1998.

(6)      New Accounting Pronouncements

         Effective January 1, 1998 the Company adopted the remaining  provisions
         of SFAS No. 125,  Accounting  for  Transfers and Servicing of Financial
         Assets  and  Extinguishments  of  Liabilities,   which  relate  to  the
         accounting for securities  lending,  repurchase  agreements,  and other
         secured financing activities.  These provisions, which were delayed for
         implementation  by SFAS No.  127,  are not  expected to have a material
         impact on the Company. In addition,  the Financial Accounting Standards
         Board is considering  certain amendments and interpretations of SFAS No
         125 which,  if enacted in the future,  could affect the  accounting for
         transactions within their scope.

         On January 1, 1998, the Company  adopted the provisions of Statement of
         Financial  Accounting  Standards  (FASB) No.  130,  entitled "Reporting
         Comprehensive  Income."  This  statement   establishes   standards  for
         reporting  and  display of  comprehensive  income  and its  components.
         Comprehensive  income  includes  the  reported  net income of a company
         adjusted for items that are currently  accounted for as direct  entries
         to  equity,  such  as the  mark  to  market  adjustment  on  securities
         available  for  sale,   foreign  currency  items  and  minimum  pension
         liability adjustments. At the Company,  comprehensive income represents
         net income plus other comprehensive  income,  which consists of the net
         change in unrealized  gains or losses on securities  available for sale
         for the period.  Accumulated other comprehensive  income represents the
         net unrealized  gains or losses on securities  available for sale as of
         the balance sheet dates.

         Comprehensive  income for the  six-month  period ended June 30, 1998 is
         shown in the consolidated statement of changes in equity. Comprehensive
         income for the six-month period ended June 30, 1997 was $2,026,000.

          FASB  Statement  No. 131  entitled "Disclosures  about  Segments of an
          Enterprise  and  Related  Information" was issued in June  1997.  This
          Statement is effective for fiscal years  beginning  after December 15,
          1997.  This  Statement  establishes  standards for the way that public
          business  enterprises  report  information about operating segments in
          annual financial statements and requires that those enterprises report
          selected  information  about operating  segments in interim  financial
          reports  issued to  shareholders.  It also  establishes  standards for
          related  disclosures  about products,  services, geographic areas, and
          major customers.  This Statement may increase the Company's  financial
          disclosures but will have no impact on operating results.  FASB issued
          Statement No. 132, "Employers'  Disclosures  about  Pensions and Other
          Post  Retirement Benefits" in February 1998.  This  statement  revises
          employer's disclosures about pension and other post retirement benefit
          plans.  It does not change the  measurement  or  recognition  of these
          plans. The statement is effective for the Company in 1998 and will not
          impact the Company's financial position or results of operations.

         FASB  Statement No. 133, "Accounting  for  Derivative  Instruments  and
         Hedging Activities" was issued in June 1998. This statement establishes
         accounting and reporting  standards for derivative  instruments and for
         hedging  activities.  It requires that all derivatives be recognized as
         either  assets or  liabilities  in the  balance  sheet  and that  those
         instruments  be measured at fair value.  The  accounting for changes in
         the fair value of a derivative  (that is, gains and losses)  depends on
         the intended use of the derivative and the resulting designation.  This
         statement is effective  for all fiscal  quarters  beginning  January 1,
         2000. Earlier adoption, however, is permitted. The Company anticipates,
         based on current activities, that the adoption of SFAS No. 133 will not
         have a material effect on the results of its operations.




<PAGE>
                       FNB ROCHESTER CORP. AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         FORWARD LOOKING STATEMENTS

         Statements  included in this  Management's  Discussion  and Analysis of
         Financial  Condition  and Results of  Operations  and elsewhere in this
         document  that do not relate to present or  historical  conditions  are
         "forward looking statements" within the meaning of that term in Section
         27A of the  Securities  Act of 1933, as amended,  and of Section 21F of
         the  Securities  Exchange Act of 1934, as amended.  Additional  oral or
         written forward looking statements may be made by the Company from time
         to time,  and such  statements  may be included in  documents  that are
         filed with the Securities  Exchange  Commission.  Such forward  looking
         statements involve risks and uncertainties which could cause results or
         outcomes to differ  materially  from those  expressed  in such  forward
         looking   statements.   Among  the  important  factors  on  which  such
         statements   are  based  are   assumptions   concerning   the  business
         environment  in  those  counties  in New  York  State  where  the  Bank
         operates, changes in interest rates, changes in the banking industry in
         general and  particularly in the  competitive  environment in which the
         Bank operates,  changes in inflation,  and  assumptions  concerning the
         year 2000.

         The  following  is  management's  discussion  and  analysis  of certain
         significant   factors  which  have  affected  the  Company's  financial
         position  and  operating  results  during the  periods  included in the
         accompanying condensed consolidated financial statements.  Management's
         discussion  and  analysis  supplements   management's   discussion  and
         analysis  for  the  year  ended  December  31,  1997  contained  in the
         Company's  Form 10-K for the  period  then ended and  includes  certain
         known trends,  events and uncertainties that are reasonably expected to
         have a material effect on the Company's Financial position or operating
         results.

         OVERVIEW

         Total assets  increased $43.2 million,  or 8.3% in the first six months
         of 1998.  Loans  increased  $35.4  million,  or 10.7%  as  compared  to
         December 31, 1997 and deposits  increased  $34.9 million,  or 7.4%. The
         loan growth has been  primarily  in  commercial  loans and  residential
         mortgages. Investments in securities available-for-sale increased by $9
         million,  or 7.4%, over the amount at year end.  Deposits  increased to
         $504.8 million as compared to $469.8 million at December 31, 1997. $3.1
         million of the increase was in  certificates  of deposit of $100,000 or
         more. Other deposit increases from December 31, 1997 were $12.2 million
         for Savings and Money Market,  and $4.3 million for  certificates  less
         than $100,000.  Demand and interest checking  deposits  increased $12.7
         million and $2.7 million,  respectively.  The growth in demand deposits
         has been  primarily  in the three  months  ended June 30,  1998 and the
         growth has been a  combination  of new  relationships  and increases in
         existing relationships.  The number of new demand accounts increased by
         1,364,  or 11.9% from  December 31, 1997 to June 30,  1998.  Securities
         sold under agreement to repurchase and short-term  borrowings increased
         $6.7 million or 46.9%.

         For the  six-month  period  ended June 30, 1998,  net income  increased
         $355,000,  or 18%,  as  compared to the same period in 1997 and diluted
         income per share  increased  $.08,  from $.53 to $.61.  The increase is
         primarily due to increased  net interest  income.  Net interest  income
         increased $1,082,000, or 10.9% as compared to the same period in 1997.

         Net income for the  three-month  period  ended June 30, 1998  increased
         $125,000,  or 11.6%,  as compared  to the same period in 1997.  Diluted
         income per share  increased to $.31,  up $.02 in comparison to $.29 for
         the three months ended June 30, 1997. As with the six month period, the
         increase  is  primarily  due to  increased  net  interest  income.  Net
         interest  income  increased  $486,000,  or 9.5% as compared to the same
         period in 1997.

         NET INTEREST INCOME

         Commercial lending and residential mortgage lending continue to provide
         much of the Company's loan growth.  The increase in net interest income
         in the  six-month  period  ended June 30,  1998 as compared to the same
         period  in  1997 is  primarily  the  result  of the  increased  lending
         activity and increased securities  available-for-sale,  with offsetting
         interest  expense from increased  certificate of deposit and securities
         sold under  agreement to repurchase  volumes.  After  remaining  fairly
         stable in 1997 the net interest  margin has declined from 4.50% for the
         quarter  ended  December 1997 to 4.33% for the quarter ended March 1998
         and to 4.26% for the June 1998  quarter.  As the Company  continues  to
         meet its growth  objectives  and increases its market share much of the
         deposit growth continues to be in certificates of deposit.  The decline
         in margin is primarily  caused by the increases in the relative  amount
         of  certificates  of  deposit  and of  lower  yielding  assets  such as
         residential  mortgage  loans and  securities  available-for-sale.  This
         along with increasing  price  competition on loans and further interest
         rate  declines  may mean  further  decreases  in net  interest  margin.
         Increased loan volume resulted in interest and fees on loans increasing
         $1,382,000,  or a 10.1% increase for the six-month period and $737,000,
         or 10.6%,  for the three-month  period ended June 30, 1998, as compared
         to the same periods in 1997. For the six-month  period interest and fee
         income on loans was increased  $1,632,000 by additional volumes and was
         reduced $250,000 by lower rates.

         Average  commercial  loans  increased  $20.9 million,  or 11%, from the
         period  ended June 30,  1997 to the period  ended  June 30,  1998.  The
         increased volume  contributed  $960,000 to income,  which was partially
         offset  by rate  declines  that  reduced  income by  $173,000.  Average
         mortgage loans increased $13.4 million,  or 17.7%.  The increase in the
         mortgage  portfolio was primarily  made up of fixed rate mortgages with
         maturities  of 15 years or less.  The  increase  in  mortgage  interest
         income of $499,000 was the result of the increased volume. Average home
         equity  lines  of  credit  outstanding  increased  $4  million  with an
         increase in income of  $120,000.  Other  consumer  loans showed a small
         decline. Average securities increased $34 million and income from those
         investments  increased  $949,000,  or 23.8%.  Because of the additional
         deposits and securities sold under agreement to repurchase generated by
         our banking  offices,  the rate of available  funds growth has exceeded
         loan  growth,  and  management  has  purchased  additional   securities
         available-for-sale in order to maximize earnings.  The securities sold
         under  agreement to  repurchase  are used in  conjunction  with deposit
         sweep accounts.

         Interest  expense  increased  $1,334,000,  or 16.8%,  for the six-month
         period  ended June 30, 1998 as  compared  to the period  ended June 30,
         1997, and $576,000,  or 13.8% for the comparative  three-month  period.
         The net average balance total of savings,  interest checking, and money
         market  categories have shown an increase of $17.2 million,  or 12%, as
         compared  to the first six  months of 1997,  and the  interest  expense
         associated with those deposits increased  $245,000,  or 15.8%.  Average
         balances for  certificates  of deposit  increased $26.5 million for the
         six-month  period as compared to the first six months of 1997,  and the
         Bank's deposit growth in certificates  of deposit  resulted in $737,000
         additional  interest  expense  due to  increased  balances  and  $9,000
         because of increased rates.

         PROVISION FOR LOAN LOSSES

         The Bank  provides  for loan losses by a charge to current  operations.
         The provision is based upon  discretionary  adjustments  which,  in the
         opinion of  management,  are  necessary  to bring the  allowance  to an
         appropriate  level  considering  the  character of the loan  portfolio,
         current economic conditions, analyses of specific loans, and historical
         loss experience. A provision for $150,000 was made for the period ended
         June 30, 1998 and no  provision  was made in the period  ended June 30,
         1997.

         The Bank had net charge-offs of $192,000 for the six-month period ended
         June 30, 1998 as compared to net  charge-offs  of $195,000 for the same
         period in 1997. Net  charge-offs  (annualized)  as a percent of average
         loans  were .11% and .13% for the six months  ended  June 30,  1998 and
         1997. The ratios of the allowance for possible loan losses as a percent
         of period end loans for the  comparable  periods  were 1.51% and 1.71%,
         respectively.  Non performing  assets  decreased  $202,000,  or 7.6% to
         $2,440,000  at  June  30,  1998  from  $2,642,000  at  June  30,  1997.
         Management  undertakes  a quarterly  analysis to assess the adequacy of
         the   allowance   for   possible   loan  losses   taking  into  account
         non-performing  and  delinquent  loans,  internally  criticized  loans,
         historical trends, economic factors, and overall credit administration.
         Based on this  analysis,  the allowance is considered  adequate at June
         30, 1998 to absorb  anticipated  losses.  Management  believes that the
         inherent  risk in the current  portfolio is being  adequately  provided
         for, and because of credit standards that the Bank has implemented, new
         loans are expected to be of high quality.

         Internally  criticized  loans increased $7.6 million from $15.2 million
         at December  31, 1997 to $22.8  million at March 31, 1998 and  declined
         $.6 million to $22.3 at June 30, 1998.  The increase  over the December
         1997 total was  primarily  caused by two  lending  relationships.  Both
         relationships  appear  to be  adequately  collateralized  and  are  not
         considered impaired.

         NON-INTEREST INCOME AND NON-INTEREST EXPENSE

         Non-interest  income of  $1,953,000  for the  first six  months of 1998
         represents  an increase of $312,000,  or 19%, from  $1,641,000  for the
         comparable period in 1997. Most  non-interest  income categories showed
         increases in the six-month  period.  The largest increase was $114,000,
         or 13.9%  as a result  of  increases  in  service  charges  on  deposit
         accounts. The three-month period reflected similar results.

         Non-interest expense was $9,558,000 for the first six months of 1998 as
         compared to $8,640,000 for the  comparable  period in 1997, an increase
         of $918,000,  or 10.6%. The largest components of non-interest  expense
         for the six-month  periods ended June 30, 1998 and 1997 were  salaries,
         employee  benefits  and  occupancy.   Salaries  and  employee  benefits
         increased  $484,000,  or 10.3%  and  occupancy  expense  showed  little
         change.

         Salaries and employee  benefits  increased  primarily because of annual
         increases,  a new office which opened in the City of Rochester in early
         April and additional  personnel who are being hired and trained for two
         new  suburban  offices  that are  expected  to be  opened  in the third
         quarter  of  1998.  Both  Salaries,  employee  benefits  and  occupancy
         expenses  are  expected  to  increase in 1998 as the Bank opens the new
         banking offices and replaces its core banking  system.  While operating
         expenses have continued to increase, the Company's operating expense as
         a percent of average assets is declining. The ratio has declined during
         the last four  years  from  5.18% in 1994 to 3.60% in 1997 and to 3.54%
         for six-month period ended June 30, 1998.

         PROVISION FOR INCOME TAXES

         The provision for income tax was $910,000 for the period ended June 30,
         1998 as compared to $939,000 at June 30, 1997. The Company's  effective
         tax  rates  for  the  periods  were  28%  and 32%  for  1998  and  1997
         respectively.  During each of the periods  ended June 30, 1998 and 1997
         the Company  reduced its effective tax rate by  recognizing  deductible
         temporary  differences  for which a valuation  allowance had previously
         been  established.  Some New  York  State  tax  benefit  has also  been
         recognized in 1998 due to tax planning strategies.

         Income taxes are accounted  for under the asset and  liability  method.
         Deferred tax assets and  liabilities  are recognized for the future tax
         consequences   attributable   to  differences   between  the  financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax basis and operating loss and tax credit carry  forwards.
         Deferred  tax assets and  liabilities  are measured  using  enacted tax
         rates  expected to apply to taxable  income in the years in which those
         temporary  differences  are expected to be  recovered  or settled.  The
         effect on deferred tax assets and  liabilities of a change in tax rates
         is  recognized  in income for the period that  includes  the  enactment
         date.

         The  realization  of deductible  temporary  differences  depends on the
         Company having  sufficient  taxable income within the carry back period
         permitted  by the  tax  law to  allow  for  utilization  of  deductible
         amounts. A valuation  allowance has been established for the portion of
         the  Company's  net  deductible  temporary  differences  which  are not
         expected to be realized.

         CAPITAL ADEQUACY

         Total  shareholders'  equity was  $35,949,000  at June 30, 1998,  which
         represents  an  increase of  $1,929,000,  or 5.7% from  $34,020,000  at
         December  31,  1997.  Shareholders'  equity  increased  as a result  of
         $2,332,000 in retained  earnings and $312,000 in employee  common stock
         purchases,  offset by  dividends of $577,000 and a decrease of $138,000
         in the  unrealized  net holding gain on securities  available-for-sale,
         net of taxes.

         At June 30, 1998, the Company and its banking  subsidiary  exceeded the
         minimum  guidelines for Tier 1 and Total  Risk-Based  Capital of 4% and
         8%,   respectively.   The  Company's   ratios  were  9.86%  and  11.12%
         respectively,  at  June  30,  1998.  Banking  organizations  must  also
         maintain a minimum Tier 1 Leverage Ratio of 3% of assets, while banking
         organizations that are not top-rated according to regulators'  "Camels"
         ratings,  must meet leverage  ratios of at least 100 basis points above
         the 3% standard.  The Company's  Tier 1 Leverage Ratio at June 30, 1998
         was  6.36%.   At  5%  the  Company  would  be  considered  to  be  well
         capitalized.

         LIQUIDITY

         Liquidity  measures  the  ability  to  meet  maturing  obligations  and
         existing commitments,  to withstand  fluctuations in deposit levels, to
         fund operations, and to provide for customers' credit needs. Management
         carefully  monitors  its  liquidity  position  and  seeks  to  maintain
         adequate  liquidity  to meet  its  needs.  The  fundamental  source  of
         liquidity  will  continue to be  deposits.  Available  sources of asset
         liquidity  include  short-term   investments,   loan  repayments,   and
         securities held in the available-for-sale portfolio.  Additionally, the
         Bank  has  the  ability  to  pledge  securities  to  secure  short-term
         borrowing.  The Bank is a member of the  Federal  Home Loan Bank  which
         provides an additional source of funding.

         The vast  majority  of the assets of the  Company are held by the Bank.
         Dividends and cash advances to the Company from the Bank are subject to
         standard bank regulatory constraints. An analysis of projected expenses
         and cash flows  indicates that the Company has sufficient  cash to meet
         its anticipated cash obligations through 1998.

         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         On a quarterly basis,  sensitivity to changes in interest rates is also
         measured using a simulation  model. The model estimates  changes in net
         interest  income and net income  under a variety of  possible  interest
         rate scenarios.  By performing these  simulations and comparing them to
         established  policy  limits,  management has an opportunity to plan for
         changes in the asset/liability  mix, or to take other steps that may be
         necessary  to  lessen   interest  rate  risk.   Based  on  management's
         assumptions  built into the simulation model and the current mix of the
         Company's assets and liabilities, management's assessment is that there
         will not be a  material  adverse  effect on its  operating  results  or
         liquidity in the event of  reasonably  foreseeable  changes in interest
         rates through 1999. These simulations are based on numerous assumptions
         regarding  the timing and extent of repricing  characteristics.  Actual
         results may differ significantly.

         YEAR 2000

         The  Company is aware that many  existing  systems  and  services  were
         designed and developed  without  considering the impact of the upcoming
         change in the century.  If not  corrected,  many computer  applications
         could fail or create erroneous results by or at the Year 2000. The Year
         2000 issue affects virtually all companies and organizations.

         The Company has been aware of the  complexity and magnitude of the Year
         2000  (Y2K)  issue  and  since  October  1996 has been  developing  its
         strategy to address the data  processing and business  impacts that are
         expected to be encountered. As part of the assessment phase of our five
         part process,  First National has  prioritized its list of applications
         and systems to be addressed in the Y2K project. To date, First National
         believes  that the  majority of all systems  and  services  that may be
         affected by the Y2K date change have been identified.

         First  National  does not write  programs  or create its own  software,
         therefore,  it must rely on vendors and  software  suppliers to provide
         appropriate   enhancements  in  a  timely  manner.  As  First  National
         continues  to monitor the  progress  of vendors,  it has also begun the
         process of creating  contingency plans for all applications that do not
         meet First National's deadline for compliance.

         The validation phase is the most labor intensive and critical phase and
         requires a written test plan for each system that will be in use at the
         turn of the century.  First National has opted not to rely on vendor or
         third party certification as acceptable validation.  As vendors provide
         upgraded  software or  enhancements,  the Bank is  conducting  tests in
         house  to  determine  if  the  software  or  enhancements   meet  First
         National's  requirements  for Y2K readiness.  This validation  phase is
         targeted for completion by December 31, 1998.

         Prior to January 1, 2000,  First  National  expects to have tested each
         mission  critical  application.  In addition,  First National will have
         contingency  plans  in  place  for  each  of  these  applications.  The
         contingency plans will address key dates such as 12/31/1999,  1/01/2000
         and  2/29/2000.  Throughout  the  year  2000,  First  National  will be
         conducting a quality review to insure that its systems are  functioning
         properly.

         Management  continues to quantify  the expenses of resolving  Year 2000
         problems,  including  problems  relating  to its own  systems and those
         relating to third party  customers and vendors,  or the  materiality of
         the  effect of such  expenses  on its  results of  operations,  capital
         resources or liquidity.  To date management has identified expenses for
         years  1998,  1999 and 2000 of  approximately  $158,000,  $387,000  and
         $89,000, respectively.

         The Bank has also held a Business Advisory Services seminar on the Year
         2000 that was  attended  primarily by  corporate  customers.  Year 2000
         Awareness  Kits  and  Questionnaires  have  been  distributed  to major
         commercial  customers and the Bank has made a Year 2000 Project Manager
         available for further technical assistance. The Bank has recently begun
         evaluating  Year 2000  readiness of its commercial  loan  applicants as
         part  of the  loan  underwriting  process  and is  calling  upon  major
         existing  borrowers to assess their  readiness  and identify  potential
         problems and the related impact on the Bank.
<PAGE>
                          PART II - OTHER INFORMATION


     Item 1.  Legal Proceedings

           None

     Item 2.  Changes in Securities

           None

     Item 3.  Defaults upon Senior Securities

           None

     Item 4.  Submission of Matters to a Vote of Security Holders

         a)       An Annual Meeting of  Shareholders  of FNB Rochester Corp. was
                  held May 19, 1998 for the following purpose:

                  1) Nine  directors were elected for the ensuing year and votes
                     were cast as follows:

<TABLE>
<CAPTION>

                                   Votes                                                                Broker           Other
           Name                     For            Withheld          Abstain          Against          Non-Vote        Non-Vote
           ----                     ---            --------          -------          -------          --------        --------

<S>                                 <C>                <C>             <C>              <C>              <C>             <C>
R. Carlos Carballada                2,871,683          174,854         0                0                0               0

Michael J. Falcone                  2,871,019          175,518         0                0                0               0

Gail C. Johnston                    2,868,303          178,234         0                0                0               0

Joseph M. Lobozzo II                2,865,009          181,528         0                0                0               0

Francis T. Lombardi                 2,870,787          175,750         0                0                0               0

Carl R. Reynolds                    2,864,340          182,197         0                0                0               0

H. Bruce Russell                    2,869,519          177,018         0                0                0               0

James D. Ryan                       2,867,085          179,452         0                0                0               0

Linda Cornell Weinstein             2,866,821          179,716         0                0                0               0

</TABLE>
<PAGE>
               2) Approval of amendment to 1992 Stock Option Plan to increase
                  number of shares  available  under  options  from  325,000  to
                  525,000

  Votes                                 Broker            Other
  For        Against       Abstain      Non-Vote         Non-Vote
  -----      -------       -------      --------         --------
1,583,272    731,039        75,427       656,799          0


     Item 5. Other Information

           None

     Item 6. Exhibits and Reports on Form 8-K

         a)  Exhibits


Exhibit                                Incorporation by Reference or page
                                       in sequential numbering where
                                       exhibit may be found:

(3.1)  Certificate of                  Exhibits 4.2-4.5 to Registration
Incorporation as amended, of           Statement No. 33-7244, filed July
the Registrant                         22, 1986


(3.2)   Amendment to Certificate of    Exhibit  3 to Form 10-Q for  period
Incorporation of Registrant dated      ended June 30, 1992
August 6, 1992


(3.3)  By-laws of the                  Exhibit 3.3 to Annual Report on
Registrant, as amended                 Form 10-K for the year ended
                                       December 31, 1992


       (b)  Reports on Form 8-K:

           None


<PAGE>

                                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 thereunto duly authorized.



                                              FNB ROCHESTER CORP.



Date       August 10 , 1998                   /s/ Stacy C. Campbell
           ----------------                   ---------------------
                                                  Stacy C. Campbell
                                                  Senior Vice President and
                                                  Chief Financial Officer
                                                  (Principal Financial Officer
                                                   and Duly Authorized Officer)

<PAGE>
                             INDEX OF EXHIBITS



Exhibit                                 Incorporation by Reference or page in
                                        sequential numbering where exhibit
                                        may be found:

(3.1)  Certificate of Incorporation     Exhibits 4.2-4.5 to Registration
as amended, of the Registrant.          Statement No. 33-7244, filed July 22,
                                        1986


(3.2)   Amendment  to  Certificate      Exhibit 3 to Form  10-Q  for  period
of Incorporation of Registrant          ended June 30, 1992 
dated August 6, 1992


(3.3)  By-laws of the Registrant,       Exhibit 3.3 to Annual Report on Form
as amended.                             10-K for the year ended December 31,
                                        1992

(27) Financial Data Schedule            Page 23