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, 1997

                                          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 5, 1997
          Common stock, $1.00 par value                3,578,978
          <PAGE>

                                        INDEX
                                                                 Page No.

          Part I    Financial Information

                    Condensed consolidated 
                    balance sheets - March 31, 1997 
                    and December 31, 1996                               3-4

                    Condensed consolidated statements of
                    income for the three months ended
                    March 31, 1995 and 1996                               5


                    Condensed consolidated statements of cash
                    flows for the three months ended March 
                    31, 1997 and 1996                                   6-7

                    Notes to condensed consolidated financial
                    statements                                         8-10

                    Management's discussion and analysis of
                    financial condition and results of operations     11-14


          Part II   Other information                                 15-16

                    Index of Exhibits                                    17
          <PAGE>

                            PART I - FINANCIAL INFORMATION

                          FNB ROCHESTER CORP. AND SUBSIDIARY

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

   <TABLE>
   <CAPTION>
                                                  March 31,   December 31,
                                                     1997         1996
                                                    _____        _____
    <S>                                              <C>          <C>     
                Assets                                                    

    Cash and due from banks                          $18,194       $20,060


    Interest-bearing deposits with other banks         1,072         1,121

    Federal funds sold                                13,400         1,500

    Securities available-for-sale, at fair            89,374        72,318
    value

    Securities held-to-maturity (fair value of              
    $28,464 in 1997 and $29,304 in 1996)              28,906        29,532

    Loans:
        Commercial                                   188,098       187,721
        Mortgage                                      75,272        71,263
        Home Equity                                   21,528        21,297

        Consumer                                      22,897        23,153
                                                                    ______
            Total loans                              307,795       303,434
        Net deferred loan fees                           248           226
        Allowance for loan losses                    (5,672)       (5,696)
                                                      ______        ______
            Net loans                                302,371       297,964

    Premises and equipment, net                        8,921         9,152

    Accrued interest receivable                        3,686         3,242


    FHLB and FRB stock                                 1,655         1,516

    Other assets                                       1,407         1,493
                                                       _____         _____

            Total assets                            $468,986      $437,898
                                                     =======       =======

                                      (Continued)
   </TABLE>
          <PAGE>


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

   <TABLE>
   <CAPTION>
                                                  March 31,    December
                                                                 31,
                                                     1997        1996
                                                     ____        ____


     <S>                                           <C>          <C>    
      Liabilities and shareholders' equity
    Deposits:
      Demand:
         Non-interest bearing                      $  58,826    $ 56,111
         Interest bearing - NOW                       59,582      63,702
       Savings and money market                       82,004      81,018

       Certificates of deposit:
          Under $100,000                             145,768     141,504
          $100,000 and over                           82,816      62,436
                                                      ______      ______
                Total deposits                       428,996     404,771
    Securities sold under agreement to
    repurchase and short-term borrowings               1,370         786


    Accrued interest payable and other                 8,761       2,900
    liabilities

    Long-term debt                                       210         210
                                                         ___         ___

                Total liabilities                    439,337     408,667
                                                     _______      ______

    Shareholders' equity:

      Common stock, $1 par value;
      authorized 5,000,000 shares; issued
      and outstanding 3,576,682 in 1997
                                                       3,577       3,571      and 3,571,063 in 1996

      Additional paid in capital                      13,100      13,035
      Undivided profits                               13,259      12,357
      Unrealized net holding gain (loss)
      on securities available-for-sale,                (287)         268
      net of taxes in 1996                              ---          ___

                Total shareholders' equity            29,649      29,231
                                                      ______      ______

                Total liabilities and               $468,986  $  437,898
                shareholders' equity                 =======     =======


    See accompanying notes to condensed consolidated financial
    statements
   </TABLE>
          <PAGE>
   <TABLE>
   <CAPTION>
                       FNB ROCHESTER CORP. AND SUBSIDIARY
             Condensed Consolidated Statements of Income (unaudited)
                      (In thousands, except for share data)


                                                 Three months ended
                                                      March 31,

                                                     1997     1996
                                                     ____     ____

    <S>                                            <C>         <C>   
    Interest Income:                                             

      Interest and fees on loans:
        Commercial                                $ 4,337    $ 4,014
        Mortgage                                    1,357        946
        Home equity                                   469        457
        Consumer                                      497        424
                                                      ___        ___
          Total interest and fees on loans          6,660      5,841

          Federal funds sold and time deposits         87         64
          Securities                                1,809      1,682
                                                    _____      _____
          Total interest income                     8,556      7,587
                                                    _____      _____
    Interest expense:
      Savings, NOW and money market accounts          745        740
      Certificates of deposit                       2,990      2,343
      Short-term borrowings and other                  20         53
                                                       __         __
        Total interest expense                      3,755      3,136
                                                    _____      _____
        Net interest income                         4,801      4,451

    Provision for loan losses                           -          -
                                                        _          _
        Net interest income after provision 
        for loan losses                             4,801      4,451
                                                    _____      _____
    Non-interest income:
      Service charges on deposit accounts             391        344
      Credit card fees                                193        152
      Loan servicing fees                              65         70
      Other operating income                          158        158
                                                      ___        ___
      Total non-interest income                       807        724
                                                      ___        ___

    Non-interest expense:
      Salaries and employee benefits                2,372      2,279
      Occupancy                                       903        822
      Marketing and public relations                  137        150
      Office supplies, printing and postage           151        150
      Processing fees                                 269        264
      Legal                                            57         63
      Other                                           393        380
                                                      ___        ___

        Total non-interest expenses                 4,282      4,108
                                                    _____      _____
          Income before income taxes                1,326      1,067

      Income tax expense                              424        299
                                                      ___        ___
          Net income                                $ 902      $ 768
                                                      ===        ===
          
          Weighted average shares outstanding-  3,726,003  3,639,803
          primary                               =========  =========

          Net income per common share -            $  .24    $   .21
          primary                                     ===        ===

   </TABLE>

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

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

                                                 Three months ended
                                                     March 31,


                                                   1997      1996
                                                   ____      ____

    <S>                                          <C>        <C>   
                                                                  
    Cash flows from operating activities:
      Net income                                 $   902   $   768

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

        Depreciation and amortization                384       321
        Amortization of goodwill                       -        79
        Increase in mortgage loans                (1,978)     (587)
        held-for-sale

        (Increase) decrease in accrued interest     (444)      211
        receivable
        Decrease in other assets                     265        78
        Increase in accrued interest payable       6,040        76
        and other liabilities                      _____        __

            Net cash provided by operating         5,169       946
            activities                             _____       ___

    Cash flows from investing activities:

        Securities available-for-sale:
            Purchase of securities               (19,380)   (4,662)
            Proceeds from maturities               1,591     6,879
        Securities held-to-maturity:
            Purchase of securities                  (288)     (157)

            Proceeds from maturities                 914     2,051
        Loan origination and principal            (2,429)  (14,038)
        collection, net
        Capital expenditures, net                   (153)   (1,345)
        Increase in other assets - investing        (140)     (217)
                                                     ___       ___

            Net cash used by investing           (19,885)  (11,489)
            activities                            ______    ______

    Cash flows from financing activities:


      Net decrease in demand, savings, NOW and
      and money market accounts                     (419)   (4,728)
      Certificates of deposit accepted and        24,644     11,27
      repaid, net
        Decrease (increase) in short-term 
        borrowing and securities                     584    (4,186)
        sold under agreement to repurchase
        Increase in long-term debt                     -       210
        Payment of common stock dividend            (179)        -
        Employee common stock purchase and
        exercise
        of option to purchase common stock            71         -
                                                      __         _


            Net cash provided by financing        24,701     2,575
            activities                            ______     _____

            Increase (decrease) in cash and        9,985    (7,968)
            cash equivalents

                                                
                                 (Continued)
    </TABLE>
    <TABLE>
    <CAPTION>

                  FNB ROCHESTER CORP. AND SUBSIDIARY
     Consolidated Statements of Cash Flows (unaudited), continued
                            (in thousands)
                                                 Three months ended
                                                     March 31, 

                                                   1997      1996
                                                   ____      ____

            <S>                                   <C>       <C>   
            Cash and cash equivalents at          21,681    23,923
            beginning of year                     ______    ______

            Cash and cash equivalents at end    $ 31,666  $ 15,955
            of period                             ======    ======



    The Company paid cash during the three months ended March 31,
    1997 and 1996 as follows: 

        Interest                                 $ 3,543   $ 3,025
        Taxes                                        201         -

   </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, 1996 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, 1997.  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, 1997 and 1996 are as follows:

   <TABLE>
   <CAPTION>

                                               1997            1996
                                               ____            ____
    <S>                                    <C>             <C>     
    Balance at beginning of period         $  5,696        $  5,776
    Provisions (recovery for loan                 -               -
    losses)
    Loans charged off                         (107)            (44)
    Recoveries on loans previously               83              71
    charged-off                                  __              __
    Balance at end of period                $ 5,672          $5,803
                                              =====           =====

   </TABLE>

                    The principal balance of loans not accruing interest
                    totaled $1,524,000 and $1,896,000 at March 31, 1997 and
                    1996 respectively and $1,419,000 at December 31, 1996. 


                    At March 31, 1997 and 1996, the recorded investment in
                    loans that are considered to be impaired totaled
                    $2,542,000 and $243,000, respectively. The average
                    recorded investments in impaired loans during the three
                    months ended March 31, 1997 and 1996 was approximately
                    $2,471,000 and $243,000, respectively. For the three
                    months ended March 31, 1997, the Company recognized
                    $54,000 in interest income on the impaired loans during
                    the period in which they were considered impaired. No
                    interest income was recognized on impaired loans in the
                    three-month period ended March 31, 1996.

          (3)       Income per Common Share

                    Per share data is based upon the weighted average
                    number of common shares and equivalents (stock options)
                    outstanding during the period. Fully diluted per share
                    data is not applicable. The weighted average number of
                    shares and equivalents outstanding during the period
                    ended March 31, 1997 and 1996 amounted to 3,726,003 and
                    3,639,803 respectively.

                    In February 1997, the Financial Accounting Standards
                    Board (FASB) issued Statement of Financial Accounting
                    Standards No. 128, Earnings Per Share (Statement 128).
                    Statement 128 supersedes APB Opinion No. 15, Earnings
                    Per Share (APB 15) and specifies the computation,
                    presentation, and disclosure requirements for earnings
                    per share (EPS) for entities with publicly held common
                    stock or potential common stock. Statement 128 was
                    issued to simplify the computation of EPS and to make
                    the U.S. standard more compatible with the EPS
                    standards of other countries and that of the
                    International Accounting Standards Committee.  It
                    replaces the presentation of primary EPS with a
                    presentation of basic EPS and fully diluted EPS with
                    diluted EPS. It also requires the dual presentation of
                    basic and diluted EPS on the face of the income
                    statement for all entities with complex capital
                    structures and requires a reconciliation of the
                    numerator and denominator of the basic EPS computation
                    to the numerator and denominator of the diluted EPS
                    computation.

                    Basic EPS, unlike primary EPS, excludes dilution and is
                    computed by dividing income available to common
                    stockholders by the weighted-average number of common
                    shares outstanding for the period. Diluted EPS reflects
                    the potential dilution that could occur if securities
                    or other contracts to issue common stock were exercised
                    or converted into common stock or resulted in the
                    issuance of common stock that then shared in the
                    earnings of the entity. Diluted EPS is computed
                    similarly to fully diluted EPS under APB 15.

                    Statement 128 is effective for financial statements for
                    both interim and annual periods ending after December
                    15, 1997. Earlier application is not permitted.  After
                    adoption, all prior-period EPS data presented shall be
                    restated to conform with Statement 128.  Management has
                    determined that the adoption of this Statement will not
                    have a material impact on the Company's statement of
                    earnings per share.

          (4)       Stock Option Plans

                    The Company has incentive 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,
                    1997, options to purchase 317,600 shares were held  by
                    grantees under the plan. The range of exercise prices
                    of the options is $5.63 to $12.75 per share with an
                    average exercise price of $7.30 per share.  At March
                    31, 1997, options to acquire 243,100 shares were
                    exercisable.  The remaining options become exercisable
                    at various times through December 1999.  As of March
                    31, 1997 options to acquire 3,600 shares have been
                    exercised.

                    On January 1, 1996, the Company adopted SFAS No. 123,
                    Accounting for Stock-Based Compensation. As disclosed
                    in the Company's Form 10-K for the period ended
                    December 31, 1996, the adoption of SFAS No. 123 did not
                    have a material impact.

          (5)       Dividends

                    The Company declared a $.05 per share dividend on
                    common stock in December 1996 payable January 31, 1997
                    to shareholders of record January 15, 1997.   The
                    dividend is the first dividend the Company has declared
                    since 1991.

                         FNB ROCHESTER CORP.  AND SUBSIDIARY

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

                    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, 1996 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 $31 million, or 7.1% in the
                    first three months of 1997. Loans  increased $4.4
                    million, or 1.4% as compared to December 31, 1996.  The
                    loan growth has been primarily in residential
                    mortgages.  Because of the reduced rate of growth in
                    demand for loans, the Company increased investments in
                    securities available-for-sale by $17.1 million, or
                    23.6%, over the amount at year end.  Available-for-sale
                    securities that were accounted for at their trade dates
                    in March and that will be delivered to the Company in
                    April and May accounted for $5.8 million of the
                    increase in available-for-sale securities.  Deposits
                    increased $24.2 million, or 6%, to $429 million as
                    compared to $404.8 million at December 31, 1996. $20.4
                    million of the increase was in certificates of deposit
                    of $100,000 or more and of that total $17.4 million was
                    in public fund certificates. $14 million of the public
                    fund increase was the result of an increase in one
                    municipal relationship. Other deposit increases from
                    December 31, 1996 were $2.7 million for demand,
                    $986,000 for Savings and Money Market, and $4.3 million
                    for certificates less than $100,000.  NOW accounts
                    declined $4.1 million.  

                    Net income for the three months ended March  31, 1997
                    increased $134,000, or 17.4%, to $902,000 from $768,000
                    for the same period in 1996.  Income per share
                    increased to $.24, up $.03 in comparison to $.21 for
                    the three months ended March 31, 1996. The increase was
                    primarily due to an increase of $350,000, or 7.9%, in
                    net interest income.  For the three-month period ended
                    March 31, 1997, non-interest income increased $83,000,
                    or 11.5%, and non-interest expense increased $174,000,
                    or 4.2%. 1997 non-interest expense showed increases in
                    salaries and employee benefits and occupancy.

                    Net Interest Income

                    Small business and residential mortgage lending
                    continues to provide much of the Company's loan growth.
                    The increase in net interest income in the period ended
                    March 31, 1997 as compared to the same period in 1996
                    is primarily the result of that increased lending
                    activity with offsetting interest expense from
                    increased certificate of deposit volumes.  After
                    remaining relatively stable through the first nine
                    months of 1996 the net interest margin declined to
                    4.61% for the December 1996 quarter from 4.83% for the
                    September 1996 quarter and has further declined to
                    4.56% for the quarter ended March 31, 1997. The decline
                    in the margin is primarily due to the deposit mix with
                    its greater emphasis on higher interest rate
                    certificates of deposit and the increase in the
                    residential mortgage portfolio and securities
                    available-for-sale. The margin may continue to decline,
                    and will be more likely to do so, if loan demand
                    remains at current levels. Residential mortgages
                    typically have a lower interest rate than other types
                    of loans and the Company's securities investments
                    typically carry interest rates lower than loans.

                    Increased loan volume resulted in interest and fees on
                    loans  increasing $819,000, or 14%, for the three-month
                    period ended March 31, 1997 as compared to the same
                    period in 1996. Interest and fee income increased
                    $1,027,000 because of increased volumes and declined
                    $208,000 due to rates.

                    Average commercial loans  increased $18.7 million, or
                    11.1%, from the period  ended March 31, 1996 to the
                    period ended March 31, 1997. The increased volume
                    contributed $433,000 to income, which was partially
                    offset by rate declines that reduced income by
                    $110,000.  Average mortgage loans increased $23
                    million, or 45.7%. The increase in the mortgage
                    portfolio was primarily made up of 15 year fixed rate
                    mortgages. Increased mortgage volumes resulted in an
                    increase in interest income of $426,000 while lower
                    rates caused a $15,000 decline for a net increase of
                    $411,000. Average home equity loans and consumer loans
                    increased $5.3 million with an increase in income of
                    $85,000. Average securities increased $5.4 million and
                    income from those investments increased $127,000.

                    Interest expense increased $619,000, or 19.7%, for the
                    three-month period ended March 31, 1997 as compared to
                    the period ended March 31, 1996.  The savings, NOW, and
                    money market categories have shown a modest decline and
                    the interest expense associated with those deposits is
                    relatively unchanged.  Average balances for
                    certificates of deposit increased $45.7 million for the
                    three-month period and the Bank's deposit growth  in
                    certificates of deposit  resulted in $632,000
                    additional interest expense due to increased balances
                    and $15,000 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.

                    The Bank had net charge-offs of $25,000 for the three-
                    month period ended March 31, 1997 as compared  to net
                    recoveries of $27,000 for the same period in 1996.  Net
                    charge-offs (recoveries) (annualized) as a percent of
                    average loans were .03% and (.04)% for the three months
                    ended March 31, 1997 and 1996.  The ratios of the
                    allowance for possible loan losses as a percent of
                    period end loans for the comparable periods were 1.84%
                    and 2.16%, respectively. Non performing assets declined
                    $418,000, or 20.5% to $1,623,000 at March 31, 1997 
                    from $2,041,000  at March 31, 1996.  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, 1997 to absorb anticipated losses. Management
                    believes that the inherent risk in the current
                    portfolio has already been provided for, and because of
                    credit standards that the Bank has implemented, new
                    loans are expected to be of high quality.  However,
                    should the market or the economy change significantly,
                    some provision could be required in 1997. 

                    Non-Interest Income and Non-Interest Expense

                    Non-interest income of $807,000 for the first three
                    months of 1997 represents an increase of $83,000, or
                    11.5%, from $724,000 for the comparable period in 1996.
                    The increase was primarily the result of increases in
                    service charges on deposit accounts and credit card
                    fees.

                    Non-interest expense was $4,282,000 for the first three
                    months of 1997 as compared to $4,108,000 for the
                    comparable period in 1996, an increase of $174,000, or
                    4.2%. The largest components of non-interest expense
                    for the three-month period ended March 31, 1997 were
                    salaries and employee benefits of $2,372,000 which
                    increased $93,000, or 4.1%, from $2,279,000 for the
                    same period in 1996 and occupancy which increased
                    $81,000, or 9.9%.  Both increases were caused primarily
                    by expenses associated with new banking offices as well
                    as normal salary increases and promotions. While 
                    operating expenses have continued to increase, the
                    Company's operating expense as a percent of average
                    assets is declining.  The ratio has declined, from 
                    5.18%, 4.28% and 4.02% for the years ended December 31,
                    1994, 1995 and 1996 respectively, to 3.84% for the
                    three-month period ended March 31, 1997. The ratio for
                    the three-month period ended March 31, 1996 was 4.23%.  

                    Provision for Income Taxes

                    The provision for income tax was $424,000 for the
                    period ended March 31, 1997 as compared to $299,000 at
                    March 31, 1996.  The Company's effective tax rates for
                    the periods were 32% and 28% for 1997 and  and 1996
                    respectively. During both the periods ended March 31,
                    1997 and 1996 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 $29,649,000 at March 31,
                    1997, which represents an increase of $418,000, or 1.4%
                    from $29,231,000 at December 31, 1996.  Shareholders'
                    equity increased primarily as a result of  $902,000 of
                    retained earnings offset by a decline of $555,000 from
                    a decrease in the market value of the available-for-
                    sale securities portfolio.

                    At March  31, 1997, 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 10.09% and
                    11.35% respectively, at March 31, 1997.  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' "Camel" 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, 1997 was
                    6.72%. 

                    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 1997.
          <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        Exhibits 4.2-4.5 to
                   Incorporation as             Registration Statement
                   amended, of the Registrant   No. 33-7244, filed July
                                                22, 1986

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

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


                   (27) Financial Data          Page 19
                   Schedule 

   </TABLE>

                 (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 May 7, 1997                   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


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

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

                  (3.2)    Amendment to         Exhibit 3 to Form 10-Q
                  Certificate of Incorporation  for period ended June 30,
                  of Registrant dated August    1992
                  6, 1992
                  
                  (3.3)    By-laws of the       Exhibit 3.3 to Annual
                  Registrant, as amended.       Report on Form 10-K  for
                                                the year ended December
                                                31, 1992 

                  (27) Financial Data Schedule  Page 19




          <PAGE>


          Financial  Data Schedules  were  filed  electronically  with  the
          Securities and Exchange Commission.