FORM 10-Q

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


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

               for the quarterly period ended June 30, 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 Aug 5, 1997
          _____________________________   __________________________
          Common stock, $1.00 par value           3,581,887
          <PAGE>
                                        INDEX

                                                                   Page No.

          Part I    Financial Information

                    Condensed consolidated balance sheets -
                     June 30, 1997 and December 31, 1996                3-4

                    Condensed consolidated statements of
                     income for the six months and three months
                     ended June 31, 1997 and 1996                         5

                    Condensed consolidated statements of cash
                     flows for the six months ended June 
                     31, 1997 and 19966-                                  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                                    18
          <PAGE>
                            PART I - FINANCIAL INFORMATION

                          FNB ROCHESTER CORP. AND SUBSIDIARY

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

     <TABLE>
     <CAPTION>
                                                                    
                                                    June 30,  December 31,
         Assets                                       1997        1996 
         ______                                       ____        ____ 


      <S>                                          <C>            <C>

      Cash and due from banks                        $20,764       $20,060

      Interest-bearing deposits with other banks       1,089         1,121

      Federal funds sold                               5,600         1,500

      Securities available-for-sale, at fair         106,975        72,318
      value

      Securities held-to-maturity (fair value of            
      $27,057 in 1997 and $29,305 in 1996)            27,235        29,532

      Loans:

          Commercial                                 196,168       187,721

          Mortgage                                    78,540        71,263

          Home Equity                                 21,818        21,297

          Consumer                                    24,097        23,153
                                                      ______        ______

              Total loans                            320,623       303,434

          Net deferred loan fees                         252           226

          Allowance for loan losses                  (5,501)       (5,696)
                                                     _______       _______

              Net loans                              315,374       297,964

      Premises and equipment, net                      8,695         9,152

      Accrued interest receivable                      3,647         3,242

      FHLB and FRB stock                               1,655         1,516

      Other assets                                     1,241         1,493
                                                       _____         _____

              Total assets                          $492,275      $437,898
                                                     =======       =======

          Liabilities and shareholders' equity


      Deposits:

          Demand:

              Non-interest bearing                    $ 62,755      $ 56,111
              Interest bearing                          70,969        63,702

          Savings and money market                      82,430        81,018

          Certificates of deposit:

              Under $100,000                           145,371       141,504

              $100,000 and over                         92,336        62,436

                  Total deposits                       453,861       404,771

      Securities sold under agreement to
      repurchase and short-term borrowings               3,955           786

      Accrued interest payable and other                 3,115         2,900
      liabilities

      Long-term debt                                       210           210
                                                                        ____

                  Total liabilities                    461,141       408,667

      Shareholders' equity:
      Common stock, $1 par value; authorized
      5,000,000 shares; issued and outstanding
      3,580,797 in 1997 and 3,571,063 in 1996

      Additional paid in capital                        13,152        13,035

      Undivided profits                                 14,084        12,357

      Unrealized net holding gain on securities
      available-for-sale, net of taxes in 1996             317           268
                                                           ___           ___

         Total shareholders' equity                     31,134        29,231
                                                       _______       _______

         Total liabilities and shareholders'       $   492,275   $   437,898
         equity                                        =======       =======

      See accompanying notes to condensed consolidated financial statements
     </TABLE>
     <PAGE>
                          FNB ROCHESTER CORP. AND SUBSIDIARY
               Condensed Consolidated Statements of Income (unaudited)
                        (In thousands, except for share data)
     <TABLE>
     <CAPTION>
                                    Six months ended       Three months ended
                                        June 30,               June 30, 
                                    1997       1996        1997       1996
      <S>                              <C>        <C>         <C>         <C>  
      Interest income:

      Interest and fees on loans:

          Commercial                   $ 8,861    $ 8,210     $4,524      4,196
          Mortgage                       2,804      2,084      1,447      1,138
          Home equity                      968        925        499        468
          Consumer                       1,012        906        515        482
                                         _____        ___        ___        ___
      Total interest and fees on        13,645     12,125      6,985      6,284
      loans

      Federal funds sold and time          207         97        120         33
      deposits

      Securities                         3,983      3,302      2,174      1,620
                                         _____     ______      _____      _____

        Total interest income           17,835     15,524      9,279      7,937
                                        ______     ______      _____      _____

      Interest expense:

        Savings, checking and            1,548      1,511        803        771
        money market accounts

        Certificates of deposit          6,310      4,823      3,320      2,480

        Short-term borrowings and           62         82         42         29
        other                               __        ___       ____        ___

          Total interest expense         7,920      6,416      4,165      3,280
                                         _____      _____      _____      _____

          Net interest income            9,915      9,108      5,114      4,657

      Provision for loan losses              -          -          -          -
                                           ___         __        ___       ____

          Net interest income
          after provision for loan       9,915      9,108      5,114      4,657
          losses                         _____      _____      _____      _____

      Non-interest income:

        Service charges on deposit         819        719        428        375
         accounts

        Credit card fees                   374        349        181        197

        Loan servicing fees                131        137         66         67

        Other operating income             317        295        159        137
                                           ___        ___        ___        ___

          Total non-interest             1,641      1,500        834        776
          income                         _____      _____        ___       ____

      Non-interest expense:

        Salaries and employee            4,720      4,513      2,348      2,234
        benefits

        Occupancy                        1,856      1,666        953        844

        Marketing and public               293        267        156        117
        relations

        Office supplies, printing          314        314        163        164
        and postage

        Processing fees                    499        493        230        229

        Legal                              114        126         57         63

        Other                              844        769        451        389
                                          ____        ___        ___        ___

          Total non-interest             8,640      8,148      4,358      4,040
          expenses                       _____      _____      _____      _____

      Income before income taxes         2,916      2,460      1,590      1,393
      Income tax expense                   939        689        515        390
                                           ___        ___        ___        ___
         Net income                    $ 1,977    $ 1,771    $ 1,075    $ 1,003
                                        ======      =====      =====      =====
         Weighted average shares
         outstanding-primary         3,725,563  3,569,737  3,724,974  3,570,510
                                     =========  =========  =========  =========

         Net income per common          $  .53    $   .50    $   .29     $  .28
         share - 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>
                                                     Six months ended
                                                         June 30,
                                                     1997       1996
      <S>                                          <C>        <C>      
      Cash flows from operating activities:
        Net income                                 $   1,977  $   1,771

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

          Depreciation and amortization                  791        690
          Amortization of goodwill                         -         79
          Increase in mortgage loans held-for-       (1,010)      (405)
          sale
          Increase in accrued interest receivable      (405)       (61)
          (Increase) decrease in other assets            230      (209)
          Increase in accrued interest payable           143      2,179
          and other liabilities                          ___      _____

              Net cash provided by operating           1,726      4,044
              activities                               _____      _____

      Cash flows from investing activities:
          Securities available-for-sale:
            Purchase of securities                  (40,195)   (11,613)
            Proceeds from maturities                   5,620     10,259
            Proceeds from sales                            -      4,022
          Securities held-to-maturity:
            Purchase of securities                     (474)    (2,503)
            Proceeds from maturities                   2,771      3,215

          Loan origination and principal            (16,410)   (35,507)
          collection, net

          Capital expenditures, net                    (334)    (1,879)

          Increase in other assets - investing         (139)      (217)
                                                       _____      _____
              Net cash used by investing            (49,161)   (34,223)
              activities

      Cash flows from financing activities:

          Net increase in demand, savings and
          money market accounts                       15,323     10,567

          Certificates of deposit accepted and
          repaid, net                                 33,767     12,900

          Increase in short-term borrowing and
          securities sold under agreement to           3,169        814
          repurchase

          Increase in long-term debt                       -        210
          Payment of common stock dividend             (179)          -

          Employee common stock purchase and             127         10
          exercise of option to purchase common          ___         __
          stock
              Net cash provided by financing          52,207     24,501
              activities                              ______     ______

              Increase (decrease) in cash and          4,772   (5,678) 
              cash equivalents

      Cash and cash equivalents at beginning of       21,681     23,923
      year                                            ______    _______

      Cash and cash equivalents at end of period    $ 26,453   $ 18,245
                                                      ======     ======

      The Company paid cash during the six months ended June 30, 1997
      and 1996 as follows: 

          Interest                                   $ 7,635    $ 6,305
          Taxes                                        1,216        535
     </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 June 30, 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 six months
              ended June 30, 1997 and 1996 are as follows:

                                                1997      1996
                                                ____      ____

                Balance at beginning of       $5,696    $5,776
                period

                Provisions (recovery) for          -         -
                loan losses

                Loans charged off              (328)      (44)

                Recoveries on loans             133         71
                previously charged-off         ____        ___

                Balance at end of period     $ 5,501   $ 5,803
                                              ======    ======

              The principal balance of loans not accruing interest totaled
              $2,244,000 and $1,865,000 at June 30, 1997 and 1996
              respectively and $1,419,000 at December 31, 1996. 

              At June 30, 1997 and 1996, the recorded investment in loans
              that are considered to be impaired totaled $2,665,000 and
              $253,000, respectively. The average recorded investments in
              impaired loans during the six months ended June 30, 1997 and
              1996 was approximately $2,502,000 and $245,000,
              respectively. For the six months ended June 30, 1997, the
              Company recognized $112,000 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 six-month period ended June 30, 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 June 30,
              1997 and 1996 amounted to 3,725,563 and 3,569,737
              respectively for the six-month period and 3,724,974 and
              3,570,510 for the three-month period.

              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 stated 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 June 30, 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 June
              30, 1997, options to acquire 258,100 shares were
              exercisable.  The remaining options become exercisable at
              various times through December 1998.  As of June 30, 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 $.07 per share dividend on common
              stock on June 24, 1997 payable July 31, 1997 to shareholders
              of record July 15, 1997.  The dividend increased $.02 per
              share as compared to the $.05 per share dividend on common
              stock declared in December 1996 and payable January 31,
              1997.  Dividends are expected to be declared semiannually.
              The January 1997 dividend was the  first dividend the
              Company had declared since 1991. 

          (6) New Accounting Pronouncements

              In February 1997 the Financial Accounting Standards Board
              (FASB) issued Statement No. 129 entitled Disclosure of
              Information About Capital Structure.  The Statement applies
              to all entities, public and nonpublic, that have issued
              securities addressed by this Statement.  This Statement is
              effective for financial statements for the periods ending
              after December 15, 1997.  This Statement has no impact on
              the Company since it contains no change in disclosure
              requirements for entities that were previously subject to
              the requirements of Opinions 10 and 15 and Statement No. 47.

              In June 1997 FASB issued Statement No. 130 entitled
              Reporting Comprehensive Income. Comprehensive Income is
              defined as A the change in equity (net assets) of a business
              enterprise during a period from transactions and other
              events and circumstances from nonowner sources.  It includes
              all changes in equity during a period except those resulting
              from investments by owners and distributions to owners.  The
              Statement is effective for fiscal years beginning after
              December 15, 1997 and requires that items that meet the
              definition of components of comprehensive income be reported
              in a financial statement that is displayed as prominently as
              other financial statements. While this Statement will
              increase the Company's financial disclosures it will have no
              impact on operating results.

              FASB Statement No. 131 entitled Disclosures about Segments
              of an Enterprise and Related Information  was also issued in
              June 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 will increase the Company's
              financial disclosures but will have no impact on operating
              results.
          <PAGE>
                         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 $54 million, or 12.4% in the first six
          months of 1997. Loans  increased $17.2 million, or 5.7% as
          compared to December 31, 1996 and deposits increased $49 million,
          or 12.1%.  The loan growth has been primarily in commercial loans
          and residential mortgages.  Because of the reduced rate of growth
          in demand for loans as compared to deposit growth, the Company
          increased investments in securities available-for-sale by $34.7
          million, or 47.9%, over the amount at year end.   Deposits
          increased to $454 million as compared to $405 million at December
          31, 1996. $29.9 million of the increase was in certificates of
          deposit of $100,000 or more and of that total $26.9 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
          $6.6 million for demand, $7.3 million for interest checking, $1.4
          million for Savings and Money Market, and $3.9 million for
          certificates less than $100,000. 

          Net income for the six- month and three-month periods ended June
          30, 1997 increased $206,000, or 11.6%, and $72,000, or 7.2%,
          respectively, as compared to the same period in 1996.  Income per
          share increased to $.53, up $.03 in comparison to $.50 for the
          six months ended June 30, 1996 and increased $.01 per share to
          $.29 for the three-month period.  The increases in both periods
          were primarily due to increased net interest income. Net interest
          income increased $807,000, or 8.9% for the six-month period and
          $457,000, or 9.8% for the three-month period as compared to the
          same periods in 1996. For the six-month period ended June 30,
          1997, non-interest income increased $141,000, or 9.4%, and non-
          interest expense increased $492,000, or 6%. As in the first
          quarter of 1997, non-interest expense showed increases in
          salaries and employee benefits and occupancy.


          NET INTEREST INCOME

          Commercial mortgage and residential mortgage lending have
          provided much of the Company's loan growth. The increases in net
          interest income in the six-month and three-month periods ended
          June 30, 1997 as compared to the same periods in 1996 are
          primarily the result of that increased lending activity and
          increased securities available-for-sale, with offsetting interest
          expense from increased certificate of deposit volumes.  Net
          interest margin declined somewhat for the three-month period
          ended June 30, 1997, to 4.51% from 4.56% for the three-month
          period 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 be expected to continue to decline if
          deposits continue to grow primarily through higher interest rate
          certificates of deposit and if commercial loan demand remains at
          current levels so that deposit growth is used primarily to fund
          residential mortgages and securities-available-for-sale. 
          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
          $1,520,000, or 12.5%, for the six-month period ended June 30,
          1997 as compared to the same period in 1996. Interest and fee
          income increased $1,766,000 because of increased volumes and
          declined $246,000 due to lower rates.

          Average commercial loans increased $16.2 million, or 9.4%, from
          the period  ended June 30, 1996 to the period ended June 30,
          1997. The increased volume contributed $758,000 to income, which
          was partially offset by rate declines that reduced income by
          $107,000.  Average mortgage loans increased $19.9 million, or
          35.9%. 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 $740,000 while
          lower rates caused a $20,000 decline for a net increase of
          $720,000. Average home equity loans and consumer loans increased
          $3.9 million with an increase in income of $149,000. Average
          securities increased $18.1 million and income from those
          investments increased $681,000. To lessen both interest rate risk
          and market risk, $18 million of the securities purchased in the
          six-month period have been variable rate. While the variable rate
          securities typically carry a lower rate than the fixed rate they
          have less market risk should the Company need to liquidate them
          to fund loan growth or deposit outflows. 

          Interest expense increased $1,504,000, or 23.4%, for the six-
          month period ended June 30, 1997 as compared to the period ended
          June 30, 1996.  The net average balance total of savings,
          interest checking, and money market categories have shown a
          modest decline of $770,000, or .5% and the interest expense
          associated with those deposits is relatively unchanged.  Average
          balances for certificates of deposit increased $28.9 million for
          the six-month period and the Bank's deposit growth  in
          certificates of deposit  resulted in $1,381,000 additional
          interest expense due to increased balances and $106,000 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 $195,000 for the six-month period
          ended June 30, 1997 as compared  to net recoveries of $126,000
          for the same period in 1996.  Net charge-offs (recoveries)
          (annualized) as a percent of average loans were .13% and (.09)%
          for the six months ended June 30, 1997 and 1996.  The ratios of
          the allowance for possible loan losses as a percent of period end
          loans for the comparable periods were 1.71% and 2.03%,
          respectively. Non performing assets increased $531,000, or 25.2%
          to $2,642,000 at June 30, 1997  from $2,111,000  at June 30,
          1996. $522,000 of the increase is for a loan that is categorized
          as nonaccrual because it was expected to be  sold to a second
          mortgage holder in the third quarter.  The sale of the loan took
          place on July 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 June 30, 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 $1,641,000 for the first six months of
          1997 represents an increase of $141,000, or 9.4%, from $1,500,000
          for the comparable period in 1996. The increase was primarily the
          result of increases in service charges on deposit accounts.

          Non-interest expense was $8,640,000 for the first six months of
          1997 as compared to $8,148,000 for the comparable period in 1996,
          an increase of $492,000, or 6%. The largest components of non-
          interest expense for the six-month and three-month period ended
          June 30, 1997 were salaries and employee benefits and occupancy.
          Salaries and employee benefits increased $207,000, or 4.6%, from
          $4,513,000 for the six-month period in 1996 and occupancy which
          increased $190,000, or 11.4%.  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 3.74% for six-
          month period ended June 30, 1997.

          PROVISION FOR INCOME TAXES

          The provision for income tax was $939,000 for the period ended
          June 30, 1997 as compared to $689,000 at June 30, 1996.  The
          Company's effective tax rates for the periods were 32% and 28%
          for 1997 and  1996 respectively. During both the periods ended
          June 30, 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 $31,134,000 at June 30, 1997,
          which represents an increase of $1,903,000, or 6.5% from
          $29,231,000 at December 31, 1996.  Shareholders' equity increased
          primarily as a result of  $1,977,000 in retained earnings offset
          by dividends of $251,000.

          At June  30, 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
          10.12% and 11.38% respectively, at June 30, 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' "Camels" ratings, must meet
          leverage ratios of at least 100 basis points above the 3%
          standard. The Company's Tier 1 Leverage Ratio at June 30, 1997
          was 6.44%. 

          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

              a)    An Annual Meeting of Shareholders of FNB Rochester
          Corp. was held May 27, 1997 for the following purpose:

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

     <TABLE>
     <CAPTION>
                             Votes                                 Broker   Other
            Name               For   Withheld  Abstain Against   Non-Vote  Non-Vote
            ____             _____   ________  _______ _______   ________  ________
            <S>          <C>            <C>        <C>     <C>        <C>       <C>
            R. Carlos    3,066,467      6,776        0       0          0         0
            Carballada

            Michael J.   3,067,480      5,763        0       0          0         0
            Falcone

            Gail C.      3,066,771      6,472        0       0          0         0
            Johnston

            Joseph M.    3,066,555      6,688        0       0          0         0
            Lobozzo II

            Francis T.   3,067,615      5,628        0       0          0         0
            Lombardi

            Carl R.      3,063,251      9,992        0       0          0         0
            Reynolds

            H. Bruce     3,064,767      8,476        0       0          0         0
            Russell

            James D.     3,065,526      7,717        0       0          0         0
            Ryan

            Linda        3,060,337     12,906        0       0          0         0
            Cornell
            Weinstein
     </TABLE>

              Item 5. Other Information

                         None

              Item 6. Exhibits and Reports on Form 8-K

                    a)  Exhibits 


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

                   (3.1)  Certificate of        Exhibits 4.2-4.5 to
                   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


                   (10.1) Residential Mortgage  Page 19
                   Loan Agreement between
                   Stacy C. Campbell and First
                   National Bank of Rochester


                   (27) Financial Data          Page 44
                   Schedule 


               (b)  Reports on Form 8-K:

               None
          <PAGE>
                                      SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of
          1934, the registrant has duly caused this report to be signed on
          its behalf by the undersigned thereunto duly authorized.



                                        FNB ROCHESTER CORP.

          Date August 8, 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

                  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 


                  (10.1) Residential Mortgage   Page 19
                  Loan Agreement between Stacy
                  C. Campbell and First
                  National Bank of Rochester

                  (27) Financial Data Schedule  Page 44