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 March 31, 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 May 6, 1998
 ---------------------------------------------      --------------------------
Common stock, $1.00 par value                                3,605,918
<PAGE>

                                        INDEX


                                                                   Page No.

Part I  Financial Information

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

                  Condensed consolidated statements of
                   income for the three months ended
                   March 31, 1998 and 1997                             5

                  Condensed consolidated statement of changes in
                  equity for the period ended March 31, 1998           6

                  Condensed consolidated statements of cash
                   flows for the three months ended March
                   31, 1998 and 1997                                 7-8

                  Notes to condensed consolidated financial
                   statements                                       9-11

                  Management's discussion and analysis of
                   financial condition and results of operations   12-16


Part II Other information                                          17-18

                  Index of Exhibits                                   20


<PAGE>



                         PART I - FINANCIAL INFORMATION

                       FNB ROCHESTER CORP. AND SUBSIDIARY

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


                                                March 31,          December 31,
                                                  1998                 1997
                                                ---------           -----------
            Assets

Cash and due from banks                          $21,378              $17,968

Interest-bearing deposits with other banks         1,077                1,134

Federal funds sold                                10,900               12,200

Securities available-for-sale, at fair value     126,583              120,819

Securities held-to-maturity (fair value of
$27,313 in 1998 and $28,323 in 1997)              27,236               28,278

Loans:
    Commercial                                   213,696              201,722
    Mortgage                                      88,484               83,113
    Home Equity                                   24,935               23,516
    Consumer                                      21,656               22,886
                                                  ------               ------
        Total loans                              348,771              331,237
    Net deferred loan fees                           276                  283
    Allowance for loan losses                     (5,610)              (5,580)
                                                 -------              -------
        Net loans                                343,437              325,940

Premises and equipment, net                        9,004                8,813

Accrued interest receivable                        3,962                3,761

FHLB and FRB stock                                 2,188                1,655

Other assets                                       1,904                1,785
                                                   -----                -----

        Total assets                            $547,669             $522,353
                                                 =======              =======

                                                           (Continued)
<PAGE>
                            FNB ROCHESTER CORP. AND SUBSIDIARY
              Condensed Consolidated Balance Sheets (unaudited), continued
                            (in thousands except per share data)

                                                        March 31,  December 31,
                                                          1998        1997
                                                        ---------  ------------
        Liabilities and shareholders' equity Deposits:
    Demand:
        Non-interest bearing                            $  70,366  $  70,831
        Interest bearing                                   66,216     67,852
    Savings and money market                               92,564     89,224
    Certificates of deposit:
        Under $100,000                                    154,884    149,437
        $100,000 and over                                 103,941     92,477
                                                          -------     ------
            Total deposits                                487,971    469,821
Securities sold under agreement to repurchase and
  short-term borrowings                                    18,447     14,236


Accrued interest payable and other liabilities              6,126      4,066

Long-term debt                                                210        210
                                                              ---        ---

            Total liabilities                             512,754    488,333
                                                          -------    -------

Shareholders' equity:

  Common  stock,  $1  par  value;
   authorized  5,000,000  shares;
   issued  and outstanding 3,604,339
   in 1998 and 3,589,253 in 1997
                                                            3,604      3,589
  Additional paid in capital                               13,436     13,269
  Undivided profits                                        17,110     16,266
  Accumulated other comprehensive income                      765        896
                                                              ---        ---
            Total shareholders' equity                     34,915     34,020
                                                           ------     ------

            Total liabilities and shareholders'
            equity                                      $ 547,669   $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)


                                                       Three months ended
                                                            March 31,
Interest income:                                     1998             1997
                                                     ----             ----
  Interest and fees on loans:
    Commercial                                     $4,706             4,337
    Mortgage                                        1,581             1,357
    Home equity                                       528               469
    Consumer                                          490               497
                                                      ---               ---
      Total interest and fees on loans              7,305             6,660
  Federal funds sold and time deposits                129                87
  Securities                                        2,476             1,809
                                                    -----             -----
    Total interest income                           9,910             8,556
                                                    -----             -----
Interest expense:
  Savings, checking and money market accounts         850               745
  Certificates of deposit                           3,484             2,990
  Short-term borrowings and other                     179                20
                                                      ---                --
    Total interest expense                          4,513             3,755
                                                    -----             -----
    Net interest income                             5,397             4,801
Provision for loan losses                              90                 -
                                                       --
    Net interest income after provision for loan
      losses                                        5,307             4,801
                                                    -----             -----

Non-interest income:
  Service charges on deposit accounts                 450               391
  Credit card fees                                    167               193
  Loan servicing fees                                  65                65
  Other operating income                              224               158
                                                      ---               ---

    Total non-interest income                         906               807
                                                      ---               ---
Non-interest expense:
  Salaries and employee benefits                    2,533             2,372
  Occupancy                                           921               903
  Marketing and public relations                      176               137
  Office supplies, printing and postage               181               151
  Processing fees                                     258               269
  Legal                                                48                57
  Other                                               462               393
                                                      ---               ---
    Total non-interest expenses                     4,579             4,282
                                                    -----             -----
      Income before income taxes                    1,634             1,326
Income tax expense                                    502               424
                                                      ---               ---
      Net income                                   $1,132             $ 902
                                                    =====               ===

      Weighted average shares
      outstanding-basic                         3,598,779         3,573,536
                                                =========         =========
      Weighted average shares
      outstanding-diluted                       3,810,450         3,726,003
                                                =========         =========
      Net income per common share - basic         $   .31           $   .25
                                                      ===               ===
      Net income per common share - diluted       $   .30            $  .24
                                                      ===               ===


See accompanying notes to condensed consolidated financial statements.
<PAGE>



                       FNB ROCHESTER CORP. AND SUBSIDIARY
              Condensed Consolidated Statement of Changes in Equity
                           Period Ended March 31, 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                                                                      1,132                     1,132

    Unrealized loss on securities

      available-for-sale, net of
      taxes of $87 and net of
      reclassification adjustment                                                               (131)       (131)
                                                                                                             ---
      (see disclosure)

Total comprehensive income                                                                                  1,001

Common stock cash dividend -
 $.08 per share                                                                   (288)                     (288)

Option and employee purchase                      15               167                                        182
 shares issued

Balance at March 31, 1998                     $3,604           $13,436          $17,110    $      765     $34,915
                                               =====            ======           ======           ===      ======



Disclosure of reclassification amount:

Unrealized holding losses arising during period                                             $   (131)

Less: reclassification adjustment for gains included in net income                                  0
                                                                                                    -

Net unrealized loss on securities                                                           $   (131)
                                                                                                 ===
</TABLE>
<PAGE>



                       FNB ROCHESTER CORP. AND SUBSIDIARY
           Condensed Consolidated Statements of Cash Flows (unaudited)
                                 (In thousands)

                                                           Three months ended
                                                               March 31,

                                                          1998          1997
                                                          ----          ----

Cash flows from operating activities:
  Net income                                              $   1,132     $ 902

Adjustments to reconcile net income to net
  cash  provided  by  operating
  activities:


    Provision for loan losses                                    90         -
    Depreciation and amortization                               396       384
    Increase in mortgage loans held-for-sale                 (3,280)   (1,978)
    Increase in accrued interest receivable                    (201)     (444)
    (Increase) decrease in other assets                         (33)      265
    Increase (decrease) in accrued interest 
    payable and other liabilities                              2,131    6,040
                                                               -----    -----

        Net cash provided by operating activities                235    5,169
                                                                 ---    -----

Cash flows from investing activities:

    Securities available-for-sale:
        Purchase of securities                               (18,095)  (19,380)
        Proceeds from maturities                              12,114     1,591
    Securities held-to-maturity:
        Purchase of securities                                  (104)     (288)
        Proceeds from maturities                               1,146       914
    Loan origination and principal collection, net           (14,307)   (2,429)
    Capital expenditures, net                                   (587)     (153)
    Increase in other assets - investing                        (533)     (140)
                                                                -----     -----

        Net cash used by investing activities                (20,366)  (19,885)

Cash flows from financing activities:

    Net increase (decrease) in demand, savings and
        money market accounts                                  1,239      (419)

    Certificates of deposit accepted and repaid, net          16,911    24,644
    Increase in short-term borrowing and securities
        sold under agreement to repurchase                     4,211       584

    Payment of common stock dividend                            (359)     (179)
    Employee common stock purchase and exercise
     of options to purchase common stock                         182       71
                                                                 ---       --

        Net cash provided by financing activities             22,185   24,701
                                                              ------   ------

        Increase (decrease) in cash and cash equivalents       2,053    9,985
        Cash and cash equivalents at beginning of year        30,302   21,681
                                                              ------   ------

        Cash and cash equivalents at end of period          $ 32,355 $ 31,666
                                                              ======   ======


The Company  paid cash during the three  months 
ended March 31, 1998 and 1997 as follows:


    Interest                                                 $ 4,291 $ 3,543
    Taxes                                                        301     201

        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  March  31,  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 three  months ended March 31,
1998 and 1997 are as follows:


                                                1998            1997
                                                ----            ----

Balance at beginning of period                $5,580          $5,696

Provisions for loan losses                        90               -

Loans charged off                              (192)           (107)

Recoveries on loans previously charged-off       132              83
                                                 ---              --

Balance at end of period                      $5,610          $5,672
                                               =====           =====


         The principal balance of loans not accruing interest totaled $2,077,000
         and $1,524,000 at March 31, 1998 and 1997  respectively  and $2,100,000
         at December 31, 1997.

         At March 31, 1998 and 1997,  the recorded  investment in loans that are
         considered  to  be  impaired   totaled   $1,485,000   and   $2,542,000,
         respectively. The average recorded investments in impaired loans during
         the  three  months  ended  March  31,  1998 and 1997 was  approximately
         $1,116,000  and  $2,471,000,  respectively.  For the three months ended
         March 31,  1998 and 1997,  the Company  recognized  $21,000 and 54,000,
         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
                                                                   Shares        Per Share
<S>                                                 <C>            <C>              <C>
For three months ended March 31, 1998
  Basic EPS
    Net income applicable to common shareholders    $1,132         3,604,339        $.31
                                                                                     ===
    Effect of assumed exercise of stock options          -           211,671
                                                         -           -------
  Diluted EPS
    Income available to common shareholders and
      assumed exercise of stock options             $1,132         3,816,010        $.30
                                                     =====         =========         ===

For three months ended March 31, 1997
  Basic EPS
    Net income applicable to common shareholders      $902         3,573,536        $.25
                                                                                     ===
    Effect of assumed exercise of stock options          -           152,467
                                                         -           -------
  Diluted EPS
    Income available to common shareholders and
      assumed exercise of stock options               $902         3,726,003        $.24
                                                       ===         =========         ===
</TABLE>

(4)      Stock Option Plans

          The Company  has stock  option  plans  under which  options to acquire
          325,000  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 March 31, 1998,  options to
          purchase  322,950  shares were held by grantees  under the plans.  The
          range of  exercise  prices of the options is $5.63 to $18.50 per share
          with an average  exercise price of $7.84 per share. At March 31, 1998,
          options to acquire  296,575  shares were  exercisable.  The  remaining
          options become  exercisable at various times through  January 2000. As
          of  March  31,  1998  options  to  acquire  13,500  shares  have  been
          exercised.

(5)      Dividends

          The  Company  declared a quarterly  $.08 per share  dividend on common
          stock on March 17, 1998,  payable  April 30, 1998 to  shareholders  of
          record April 15, 1998. The $.08 per share quarterly  dividend declared
          in March of 1998  reflects the  intention of the Board of Directors to
          significantly  increase the rate of payment of dividends in comparison
          to the $.10 per share semi-annual dividend declared in December 1997.

(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 three-month  period ended March 31, 1998
          is  shown  in  the  consolidated   statement  of  changes  in  equity.
          Comprehensive  income for the three-month  period ended March 31, 1997
          was $347,000.

          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.

<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 $25 million,  or 4.8% in the first three months
         of 1998. Loans increased $17.5 million, or 5.3% as compared to December
         31, 1997 and deposits increased $18.2 million, or 3.9%. The loan growth
         has been  primarily  in  commercial  loans and  residential  mortgages.
         Investments in securities available-for-sale increased by $5.8 million,
         or 4.8%,  over the  amount  at year  end.  Deposits  increased  to $488
         million as  compared  to $469.8  million at December  31,  1997.  $11.5
         million of the increase was in  certificates  of deposit of $100,000 or
         more. Other deposit  increases from December 31, 1997 were $3.3 million
         for Savings and Money Market,  and $5.4 million for  certificates  less
         than  $100,000.  Demand and  interest  checking  deposits  declined $.4
         million and $1.6 million, respectively. Securities sold under agreement
         to  repurchase  and  short-term  borrowings  increased  $4.2 million or
         29.6%.

         Net income for the  three-month  period ended March 31, 1998  increased
         $230,000,  or 25.5%,  as compared  to the same period in 1997.  Diluted
         income per share  increased to $.30,  up $.06 in comparison to $.24 for
         the three months ended March 31, 1997. The increase is primarily due to
         increased net interest income. Net interest income increased  $596,000,
         or 12.4% as compared to the same period in 1997.

         Net Interest Income

          Commercial  mortgage  and  residential  mortgage  lending  continue to
          provide  much  of the  Company's  loan  growth.  The  increase  in net
          interest  income in the  three-month  period  ended  March 31, 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 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.  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  certificates  of deposit  and  increases  in 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  $645,000,  or a  9.7%  increase  for  the
          three-month period ended March 31, 1998 as compared to the same period
          in  1997.  Interest  and fee  income  increased  $682,000  because  of
          increased volumes and declined $37,000 due to lower rates.

          Average  commercial  loans increased $16.6 million,  or 8.9%, from the
          period ended March 31, 1997 to the period  ended March 31,  1998.  The
          increased volume contributed  $383,000 to income,  which was partially
          offset  by rate  declines  that  reduced  income by  $14,000.  Average
          mortgage loans increased $12.1 million,  or 16.5%. 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 $224,000  was the result of the  increased  volume.  Average
          home equity lines of credit outstanding increased $2.8 million with an
          increase in income of $59,000.  Other  consumer  loans  showed a small
          decline.  Average  securities  increased $42.8 million and income from
          those  investments  increased  $667,000,  or  36.9%.  Because  of  the
          additional deposits generated by our new banking offices,  the rate of
          loan growth has not kept pace with the deposit  growth and to maximize
          the earnings on those  deposits,  management has purchased  securities
          available-for- sale.

          Interest  expense  increased  $758,000,  or 20.2%, for the three-month
          period  ended March 31, 1998 as compared to the period ended March 31,
          1997. The net average balance total of savings, interest checking, and
          money market  categories  have shown an increase of $15.4 million,  or
          11% and the interest expense  associated with those deposits increased
          $105,000. Average balances for certificates of deposit increased $34.2
          million  for the  three-month  period as  compared  to the first three
          months  of 1997 and the  Bank's  deposit  growth  in  certificates  of
          deposit  resulted  in  $476,000  additional  interest  expense  due to
          increased balances and $18,000 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 $90,000 was made for the
          period  ended March 31, 1998 and no  provision  was made in the period
          ended March 31, 1997.

          The Bank had net  charge-offs  of $60,000 for the  three-month  period
          ended March 31, 1998 as compared to net charge-offs of $25,000 for the
          same  period in 1997.  Net  charge-offs  (annualized)  as a percent of
          average  loans were .07% and .03% for the three months ended March 31,
          1998 and 1997. The ratios of the allowance for possible loan losses as
          a percent of period end loans for the  comparable  periods  were 1.61%
          and 1.84%,  respectively.  Non performing assets increased $1,066,000,
          or 65.7% to $2,689,000 at March 31, 1998 from  $1,623,000 at March 31,
          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 March 31, 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.  The increase
          was primarily caused by two lending relationships.  Both relationships
          appear to be adequately collateralized and not considered impaired.

         Non-Interest Income and Non-Interest Expense

          Non-interest  income of $906,000  for the first  three  months of 1998
          represents  an increase of $99,000,  or 12.3%,  from  $807,000 for the
          comparable  period in 1997.  The increase was  primarily the result of
          increases in service charges on deposit accounts.

          Non-interest expense was $4,579,000 for the first three months of 1998
          as  compared  to  $4,282,000  for the  comparable  period in 1997,  an
          increase of $297,000,  or 6.9%. The largest components of non-interest
          expense for the three-month periods ended March 31, 1997 and 1998 were
          salaries,  employee  benefits  and  occupancy.  Salaries  and employee
          benefits  increased  $161,000,  or 6.8% and occupancy  expense  showed
          little change. Both Salaries, employee benefits and occupancy expenses
          are expected to increase in 1998 as the Bank opens 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,  the last four
          years from 5.18% in 1994 to 3.60% in 1997 and to 3.48% for three-month
          period ended March 31, 1998.

         Provision for Income Taxes

          The  provision  for income tax was $502,000 for the period ended March
          31, 1998 as compared to  $424,000  at March 31,  1997.  The  Company's
          effective tax rates for the periods were 31% and 32% for 1998 and 1997
          respectively.  During both the  periods  ended March 31, 1998 and 1997
          the Company  reduced its effective tax rate by recognizing  deductible
          temporary  differences for which a valuation  allowance had previously
          been established.

          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 $34,915,000 at March 31, 1998,  which
          represents  an  increase  of  $895,000,  or 2.6% from  $34,020,000  at
          December  31,  1997.  Shareholders'  equity  increased  as a result of
          $1,132,000 in retained  earnings and $182,000 in employee common stock
          purchases,  offset by dividends of $288,000 and a decrease of $131,000
          in the unrealized  net holding gain on securities  available-for-sale,
          net of taxes.

          At March 31, 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  10.07%  and  11.32%
          respectively,  at March  31,  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
          March 31, 1998 was 6.50%.  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. The simulation indicates less than a 1.5%
          variance in net interest  income with up to 200 basis points  increase
          or  decrease  in  rates.  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  $173,000,  $259,000  and
          $12,000, respectively.

<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

           None

     Item 5. Other Information

           None

     Item 6. Exhibits and Reports on Form 8-K

         a)  Exhibits
<TABLE>
<CAPTION>

<S>                                            <C>
Exhibit                                        Incorporation by Reference or page in
                                               sequential numbering where  exhibit may be
                                               found:

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

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

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

(10.1) Residential Mortgage Loan Agreement     Page 21
between Stacy C. Campbell and First National

(27) Financial Data Schedule                   Financial Data Schedule was filed with
                                               the Securities and Exchange Commission.



(b)  Reports on Form 8-K:

    None
</TABLE>
<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          May 12 , 1998              s\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


<TABLE>
<CAPTION>
Exhibit                                                Incorporation by Reference or page in
                                                       sequential numbering where exhibit may be
                                                       found:


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

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

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

(10.1) Residential Mortgage Loan Agreement             Page 21
between Stacy C. Campbell and First National

(27) Financial Data Schedule                           Financial Data Schedule was filed with the
                                                       Securities and Exchange Commission.

</TABLE>