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 September 30, 1998

                                       OR

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

         For the transition period from ______________ to _____________


         Commission file number 0-13423

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

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

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



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


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

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

          Class                            Outstanding at November 6, 1998
Common stock, $1.00 par value                        3,624,722
<PAGE>
                                 INDEX


                                                                   Page No.

Part I  Financial Information

          Item 1.
                  Condensed consolidated balance sheets -
                   September 30, 1998 and De3-4ber 31, 1997

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

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

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


                  Notes to condensed consolidated financial
                   statements                                          9-12


          Item 2. Management's discussion and analysis of
                   financial condition and r13-19s of operations

          Item 3. Quantitative and qualitative disclosures about 
                  market risk

                  This information is incorporated by reference
                  in Part I, Item 2.

                  Quantitative and Qualitative Disclosures
                  About Market Risk                                      17

Part II Other information                                             21-22

          Item 1.  Legal proceedings                                     21
          Item 2.  Changes in securities and use of proceeds             21
          Item 3.  Defaults upon Senior Securities                       21
          Item 4.  Submission of matters to a vote of security holders   21
          Item 5.  Other information                                     22
          Item 6.  Exhibits and reports on form 8-K                      22
<PAGE>



                         PART I - FINANCIAL INFORMATION
                           ITEM 1. FINANCIAL STATEMENTS
                       FNB ROCHESTER CORP. AND SUBSIDIARY

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

<TABLE>
<CAPTION>
                                                                September 30,        December 31,
                                                                    1998                 1997
            Assets

<S>                                                                     <C>                  <C>    
Cash and due from banks                                                 $17,962              $17,968

Interest-bearing deposits with other banks                                1,086                1,134

Federal funds sold                                                        1,000               12,200

Securities available-for-sale, at fair value                            128,981              120,819

Securities held-to-maturity (fair value of $27,459 
in 1998 and $28,323 in 1997)                                             27,146               28,278


Loans:
    Commercial                                                          223,510              201,722
    Mortgage                                                            101,251               83,113
    Home Equity                                                          29,689               23,516
    Consumer                                                             22,702               22,886
        Total loans                                                     377,152              331,237
    Net deferred loan fees                                                  141                  283
    Allowance for loan losses                                           (5,543)              (5,580)
        Net loans                                                       371,750              325,940

Premises and equipment, net                                              11,011                8,813

Accrued interest receivable                                               4,239                3,761

FHLB and FRB stock                                                        2,188                1,655

Other assets                                                              2,533                1,785

        Total assets                                                   $567,896             $522,353


            Liabilities and shareholders' equity Deposits:
    Demand:
        Non-interest bearing                                             83,408               70,831
        Interest bearing                                                 74,397               67,852
    Savings and money market                                            103,309               89,224
    Certificates of deposit:
        Under $100,000                                                  141,451              149,437
        $100,000 and over                                                95,355               92,477
            Total deposits                                              497,920              469,821
Securities sold under agreement to repurchase and
  short-term borrowings                                                  17,799               14,236


Accrued interest payable and other liabilities                            4,482                4,066

Long-term debt                                                           10,210                  210

            Total liabilities                                           530,411              488,333

Shareholders' equity:

  Common  stock,  $1  par  value;   authorized  5,000,000
  shares; issued  and outstanding 3,622,903 in 1998 
  and 3,589,253 in 1997
                                                                          3,623                3,589
  Additional paid in capital                                             13,675               13,269
  Undivided profits                                                      19,023               16,266
  Accumulated other comprehensive income                                  1,164                  896
            Total shareholders' equity                                   37,485               34,020

            Total liabilities and shareholders' equity                 $567,896             $522,353

</TABLE>
See accompanying notes to condensed consolidated financial statements

<PAGE>



                       FNB ROCHESTER CORP. AND SUBSIDIARY
             Condensed Consolidated Statements of Income (unaudited)
                      (In thousands, except for share data)

<TABLE>
<CAPTION>

                                                             Nine months ended                  Three months ended
                                                               September 30,                      September 30,
Interest income:                                           1998             1997              1998             1997

<S>                                                     <C>             <C>                 <C>              <C> 
  Interest and fees on loans:
    Commercial                                          $14,688         $13,542             $5,040            $4,681

    Mortgage                                              5,107           4,314              1,804             1,510
    Home equity                                           1,671           1,471                583               503
    Consumer                                              1,509           1,551                521               539
      Total interest and fees on loans                   22,975          20,878              7,948             7,233
  Federal funds sold and time deposits                      386             355                 94               148
  Securities                                              7,442           6,332              2,510             2,349
    Total interest income                                30,803          27,565             10,552             9,730
Interest expense:
  Savings, checking and money market accounts             2,811           2,374              1,018               826
  Certificates of deposit                                10,469           9,721              3,413             3,411
  Short-term borrowings and other                           721             174                316               112
    Total interest expense                               14,001          12,269              4,747             4,349
    Net interest income                                  16,802          15,296              5,805             5,381
Provision for loan losses                                   150               0                  -                 -
    Net interest income after provision
    for loan losses                                      16,652          15,296              5,805             5,381


Non-interest income:
  Service charges on deposit accounts                     1,479           1,271                546               452
  Credit card fees                                          523             537                152               163
  Gain on sale of mortgages                                  98              37                 40                13
  Gain on sale of securities available-for-sale              24               -                 13                 -
  Loan servicing fees                                       198             197                 67                66
  Other operating income                                    753             448                304               155
    Total non-interest income                             3,075           2,490              1,122               849
Non-interest expense:
  Salaries and employee benefits                          8,029           7,159              2,825             2,439
  Occupancy                                               2,894           2,778              1,005               922
  Marketing and public relations                            553             438                158               145
  Office supplies, printing and postage                     572             467                192               153
  Processing fees                                           887             724                332               225
  Legal                                                     125             165                 29                51
  Other                                                   1,657           1,325                618               481
    Total non-interest expenses                          14,717          13,056              5,159             4,416
      Income before income taxes                          5,010           4,730              1,768             1,814
Income tax expense                                        1,386           1,528                476               589
      Net income                                         $3,624          $3,202             $1,292            $1,225

      Net income per common share - basic              $   1.00           $   .89          $   .36           $   .34
      Net income per common share - diluted             $   .95           $   .86          $   .34            $  .33

</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
                       FNB ROCHESTER CORP. AND SUBSIDIARY
              Condensed Consolidated Statement of Changes in Equity
                         Period Ended September 30, 1998
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                               Accumulated
                                                      Additional                 Other
                                       Common           Paid in    Undivided  Comprehensive
                                       Stock            Capital     Profits     Income      Total

<S>                                   <C>          <C>           <C>            <C>        <C>
Balance at December 31, 1997          $    3,589   $    13,269   $   16,266     $  896     $  34,020

Comprehensive income

  Net income                                                          3,624                    3,624

    Unrealized gain on securities
      available-for-sale, net of
      taxes of $178 and net of
      reclassification adjustment
      (see disclosure)                                                             268          268

Total comprehensive income                                                                    3,892

Quarterly common stock cash
 dividend - $.08 per share                                            (867)                    (867)

Option and employee purchase                  34           504                                  538
 shares issued

Balance at September 30, 1998         $    3,623   $    13,773   $   19,023     $1,164     $  37,583



Disclosure of reclassification amount:

Unrealized holding gains arising during period                                             $   282

Less: reclassification adjustment for gains included in net income                              14

Net unrealized gain on securities                                                          $   268
</TABLE>
<PAGE>

                       FNB ROCHESTER CORP. AND SUBSIDIARY
           Condensed Consolidated Statements of Cash Flows (unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                Nine months ended
                                                                  September 30,
                                                             1998                1997


<S>                                                            <C>                   <C>  
Cash flows from operating activities:
  Net income                                                   $   3,624             $ 3,202

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


    Provision for loan losses                                        150                   -
    Depreciation and amortization                                  1,208               1,188
    Gain on sales of securities                                      (24)                  -
    Increase in mortgage loans held-for-sale                        (184)             (1,664)
    Increase in accrued interest receivable                         (478)               (813)
    Increase in other assets                                      (1,011)                (57)
    Increase in accrued interest payable
          and other liabilities                                      485               1,032

        Net cash provided by operating activities                  3,770               2,888

Cash flows from investing activities:

    Securities available-for-sale:
        Purchase of securities                                   (51,754)            (57,224)
        Proceeds from maturities                                  39,637              11,497
        Proceeds from sales                                        4,427                   -
    Securities held-to-maturity:
        Purchase of securities                                    (4,133)             (1,246)
        Proceeds from maturities                                   5,265               3,661
    Loan origination and principal collection, net               (45,692)            (23,688)
    Capital expenditures, net                                     (3,406)               (475)
    Increase in other assets - investing                            (533)               (139)

        Net cash used by investing activities                    (56,189)            (67,614)

Cash flows from financing activities:

    Net increase demand, savings and money
        market accounts                                           33,207              13,096

    Certificates of deposit accepted and repaid, net              (5,108)             42,052
    Increase in short-term borrowing and securities
        sold under agreement to repurchase                         3,563               9,894

    Increase in long-term debt                                    10,000                   -
    Payment of common stock dividend                                (937)               (429)
    Employee stock purchase and exercise
     of options to purchase common stock                             440                 186

        Net cash provided by financing activities                 40,823              64,799

        Increase (decrease) in cash and cash equivalents         (11,254)                 73

        Cash and cash equivalents at beginning of year            30,302              21,681

        Cash and cash equivalents at end of period              $ 19,048            $ 21,754


The Company paid cash during the nine months ended
  September  30, 1998 and 1997
  as follows:

    Interest                                                    $ 14,024            $ 11,783
    Taxes                                                            657               1,857
</TABLE>
        See accompanying notes to condensed consolidated financial statements.
<PAGE>

                       FNB ROCHESTER CORP. AND SUBSIDIARY

        Notes to Condensed Consolidated Financial Statements (unaudited)


 (1)    Summary of Significant Accounting Policies

         Basis of Presentation

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

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

(2)      Allowance for Loan Losses

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


                                                1998            1997

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

Provisions for loan losses                       150               -

Loans charged off                               (394)           (376)

Recoveries on loans previously charged-off       207             206

Balance at end of period                      $5,543          $5,526


         The principal balance of loans not accruing interest totaled $1,989,000
         and  $2,332,000  at  September  30,  1998  and  1997  respectively  and
         $2,100,000 at December 31, 1997.

         At September 30, 1998 and 1997,  the recorded  investment in loans that
         are  considered  to be  impaired  totaled  $1,119,000  and  $3,675,000,
         respectively. The average recorded investments in impaired loans during
         the nine months  ended  September  30, 1998 and 1997 was  approximately
         $1,106,000  and  $2,593,000,  respectively.  For the nine months  ended
         September  30,  1998 and  1997,  the  Company  recognized  $50,000  and
         $171,000, respectively, in interest income on the impaired loans during
         the period in which they were considered impaired.
 
(3)      Earnings per Common Share

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


<TABLE>
<CAPTION>

                                                                              Average
                                                          Net Income          Shares            Per Share

<S>                                                     <C>                     <C>         <C>    
For nine months ended September 30, 1998

  Basic EPS

    Net income applicable to common shareholders        $         3,624         3,607,598   $   1.00

    Effect of assumed exercise of stock options                       -           191,765

  Diluted EPS

    Income available to common shareholders and

      assumed exercise of stock options                 $         3,624         3,799,363   $    .95

For nine months ended September 30, 1997

  Basic EPS

    Net income applicable to common shareholders        $         3,202         3,578,518   $    .89

    Effect of assumed exercise of stock options                       -           160,025

  Diluted EPS

    Income available to common shareholders and

      assumed exercise of stock options                 $         3,202         3,734,593   $    .86

For three months ended September 30, 1998

  Basic EPS

    Net income applicable to common shareholders        $         1,292         3,616,234   $    .36

    Effect of assumed exercise of stock options                       -           189,677

  Diluted EPS

    Income available to common shareholders and

      assumed exercise of stock options                 $         1,292         3,805,911   $    .34



For three months ended September 30, 1997

  Basic EPS

    Net income applicable to common shareholders        $         1,225         3,582,818   $    .34

    Effect of assumed exercise of stock options                       -           169,012

  Diluted EPS

    Income available to common shareholders and

      assumed exercise of stock options                 $         1,225         3,751,830   $    .33

</TABLE>

(4)      Stock Option Plans

          The Company  has stock  option  plans  under which  options to acquire
          525,000  shares of its  common  stock were  available  to grant to key
          employees  and options to acquire  25,000  shares of its common  stock
          were available to grant to directors.  At September 30, 1998,  options
          to purchase  509,662 shares were held by grantees under the plans. The
          range of  exercise  prices of the options is $5.63 to $21.50 per share
          with an average  exercise price of $13.12 per share.  At September 30,
          1998,  options to acquire  315,956  shares  were  exercisable.  Of the
          remaining,  options to acquire  23,400  shares become  exercisable  at
          various times through  September 2000 and 170,306  become  exercisable
          when the market price of the Company's  common stock  reaches  certain
          levels,  ranging from $25.50 to $33.50, and remains there for a 30 day
          period. Since inception of the plans, options to acquire 23,025 shares
          have been exercised.

(5)      Dividends

         The  Company  declared a  quarterly  $.08 per share  dividend on common
         stock on September 29 , 1998,  payable October 30, 1998 to shareholders
         of record October 15, 1998.

(6)      New Accounting Pronouncements

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

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

         Comprehensive income for the nine-month period ended September 30, 1998
         is  shown  in  the   consolidated   statement  of  changes  in  equity.
         Comprehensive income for the nine-month period ended September 30, 1997
         was $3,780,000.

         FASB  Statement  No. 131  entitled  Disclosures  about  Segments  of an
         Enterprise  and  Related  Information  was  issued in June  1997.  This
         Statement is effective for fiscal years  beginning  after  December 15,
         1997.  This  Statement  establishes  standards  for the way that public
         business  enterprises  report  information about operating  segments in
         annual financial  statements and requires that those enterprises report
         selected  information  about  operating  segments in interim  financial
         reports  issued to  shareholders.  It also  establishes  standards  for
         related disclosures about products, services geographic areas, and 
         major customers. This Statement may increase the Company's   financial
         disclosures but will have no impact on operating results.

         FASB issued Statement No. 132,  Employers'  Disclosures  about Pensions
         and Other Post  Retirement  Benefits in February  1998.  This statement
         revises employer's  disclosures about pension and other post retirement
         benefit  plans.  It does not change the  measurement  or recognition of
         these plans.  The  statement  is effective  for the Company in 1998 and
         will  not  impact  the  Company's  financial  position  or  results  of
         operations.

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

         FASB  Statement  No. 134,  Accounting  for  Mortgage-Backed  Securities
         Retained after the  Securitization of Mortgage Loans Held for Sale by a
         Mortgage Banking  Enterprise was issued in October 1998. This statement
         is  an   amendment   of  FASB   Statement   No.  65,   Accounting   for
         Mortgage-Backed   Securities   Retained  after  the  Securitization  of
         Mortgage  Loans  Held  for  Sale  by  a  Mortgage  Banking  Enterprise.
         Statement  65, as amended by FASB  Statement  No. 115,  Accounting  for
         Certain Investments in Debt and Equity Securities,  requires that after
         the  securitization of a mortgage loan held for sale, an entity engaged
         in mortgage banking activities  classify the resulting  mortgage-backed
         security as a trading security. This Statement further amends Statement
         65 to require that after the  securitization of mortgage loans held for
         sale, an entity  engaged in mortgage  banking  activities  classify the
         resulting mortgage-backed  securities or other retained interests based
         on its  ability  and  intent to sell or hold  those  investments.  This
         statement is effective  for the first fiscal  quarter  beginning  after
         December  15,  1998.  Early  application  is  encouraged.  The  Company
         anticipates, based on current activities, that the adoption of SFAS No.
         134 will not have a material effect on the results of its operations.

<PAGE>



                       FNB ROCHESTER CORP. AND SUBSIDIARY

                ITEM 2.- MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         Forward Looking Statements

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

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

         Overview

         Total assets increased $45.5 million,  or 8.7% in the first nine months
         of 1998.  Loans  increased  $45.8  million,  or 13.8%  as  compared  to
         December 31, 1997 and deposits increased $28.1 million, or 6%. The loan
         growth has been primarily in commercial  loans,  residential  mortgages
         and home equity loans.  Investments  in  securities  available-for-sale
         increased  by $8.2  million,  or 6.8%,  over the  amount  at year  end.
         Deposits  increased to $497.9  million as compared to $469.8 million at
         December 31, 1997.  $2.9 million of the increase was in certificates of
         deposit of $100,000 or more. Other deposit  increases from December 31,
         1997 were $14.1 million for Savings and Money Market, $12.6 million for
         non-interest  bearing  demand and $6.5  million for  interest  checking
         deposits.  Certificates  of deposit of less than  $100,000  declined $8
         million. The number of new demand accounts increased by 1,983, or 17.3%
         from  December 31, 1997 to September  30, 1998.  Securities  sold under
         agreement  to  repurchase  and  short-term  borrowings  increased  $3.5
         million or 25%. To help with interest rate  sensitivity  and match fund
         longer term assets,  during the third quarter of 1998 the Bank borrowed
         $10 million for three years from the Federal Home Loan Bank.

         For  the  nine-month  period  ended  September  30,  1998,  net  income
         increased  $422,000,  or 13.2%,  as compared to the same period in 1997
         and diluted income per share increased  $.11,  from $.89 to $1.00.  The
         increase  is  primarily  due to  increased  net  interest  income.  Net
         interest income increased  $1,506,000,  or 9.8% as compared to the same
         period in 1997.  Other income also  contributed  to the  increased  net
         income with  increases of $585,000 and $273,000  respectively,  for the
         six-month  and  three-month  periods as compared to the same periods in
         1997.

         Net  income  for  the  three-month  period  ended  September  30,  1998
         increased  $67,000,  or 5.5%,  as  compared to the same period in 1997.
         Diluted  income per share  increased to $.34,  up $.01 in comparison to
         $.33 for the three months ended  September  30, 1997.  As with the nine
         month  period,  the increase is primarily due to increased net interest
         income. Net interest income increased $424,000,  or 7.9% as compared to
         the same period in 1997.

         Net Interest Income

         Commercial lending and residential mortgage lending continue to provide
         much of the Company's loan growth.  The increase in net interest income
         in the  nine-month  period ended  September 30, 1998 as compared to the
         same period in 1997 is primarily  the result of the  increased  lending
         activity and increased securities  available-for-sale,  with offsetting
         interest expense from increased  certificates of deposit and securities
         sold under  agreement to  repurchase.  After  remaining  fairly  stable
         during  1997,  net  interest  margin  has  declined  from 4.50% for the
         quarter ended December 1997 to 4.33%, 4.26% and 4.33% respectively, for
         each of the three month  periods  through  September  30,1998.  To help
         control  interest  costs,  management  has attempted to fund the Bank's
         growth  with  less  expensive  long-term  debt  and  savings,  interest
         checking and money market accounts rather than certificates of deposit.
         As a result,  average  certificate of deposit  volumes  declined in the
         three month  period from June 30, 1998 to  September  30, 1998 by $12.5
         million.

         Increased loan volume resulted in interest and fees on loans increasing
         $2,097,000,  or a 10% increase for the nine-month  period and $715,000,
         or 9.9%,  for the  three-month  period ended  September  30,  1998,  as
         compared  to the  same  periods  in  1997.  For the  nine-month  period
         interest and fee income on loans was increased $2,632,000 by additional
         volumes and was reduced $535,000 by lower rates.

         Average  commercial  loans  increased  $21.2 million,  or 11%, from the
         period ended September 30, 1997 to the period ended September 30, 1998.
         The  increased  volume  contributed  $1,459,000  to  income,  which was
         partially  offset by rate  declines  that  reduced  income by $313,000.
         Average mortgage loans increased $15.2 million,  or 19.7%. The increase
         in the mortgage portfolio was primarily made up of fixed rate mortgages
         with maturities of 15 years or less. The increase in mortgage  interest
         income of $793,000 was primarily  the result of the  increased  volume.
         Average home equity lines of credit outstanding  increased $6.9 million
         with an increase in income of $200,000.  Other  consumer loans showed a
         small decline.

         During the year to date,  additional deposits and securities sold under
         agreement to  repurchase  (which are used in  conjunction  with deposit
         sweep  accounts) have caused the rate of available funds to grow faster
         than loans,  and  management  has sought to maximize  earnings by using
         excess  funds to  purchase  additional  securities  available-for-sale.
         During  the  nine-month  period  ended  September  30,  1998,   average
         securities  increased  $29.2 million and income from those  investments
         increased $1,110,000, or 17.5% over the comparable period for the prior
         year.

         In August 1998 the Bank  secured a three year $10 million loan with the
         Federal Home Loan Bank.  This long-term debt will be used to fund fixed
         rate loans and securities available-for-sale.


         Interest  expense  increased  $1,732,000,  or 14.1%, for the nine-month
         period  ended  September  30,  1998 as  compared  to the  period  ended
         September  30,  1997,  and  $398,000,   or  9.2%  for  the  comparative
         three-month period. The net average balance total of savings,  interest
         checking,  and money market  categories have shown an increase of $20.1
         million,  or 13.8%,  as compared to the first nine months of 1997,  and
         the interest expense associated with those deposits increased $437,000,
         or 18.4%. For the same comparative nine-month periods, average balances
         for certificates of deposit increased $19.2 million, or 8.3%, resulting
         in  $800,000  in  additional  interest  expense,  which was offset by a
         $51,000 decline in interest expense caused by lower rates.

         Provision for Loan Losses

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

         The Bank had net  charge-offs  of $187,000  for the  nine-month  period
         ended September 30, 1998 as compared to net charge-offs of $170,000 for
         the same period in 1997. Net  charge-offs  (annualized) as a percent of
         average  loans were .07% for both the nine months ended  September  30,
         1998 and 1997.  The ratios of the allowance for possible loan losses as
         a percent of period end loans for the comparable periods were 1.47% and
         1.68%, respectively.  Non performing assets increased $284,000, or 8.5%
         to $3,638,000  at September  30, 1998 from  $3,354,000 at September 30,
         1997.  The primary reason for the increase in the  delinquencies  is an
         increased   delinquency  rate  in  a  pool  of  mortgage  loans.  These
         mortgages,  totaling $8.6 million,  were  originated  from 1995 to 1997
         under special  underwriting  guidelines  which targeted certain City of
         Rochester  neighborhoods and allowed for loan-to-value  ratios of up to
         115%.  The Bank has  assigned  an  allocation  of its  reserve for loan
         losses to these loans and the allocation will be periodically evaluated
         and adjusted based on future delinquency rates and loss experience. Non
         performing  assets as a percent of total  loans and other  real  estate
         declined  to .96% at  September  30, 1998 from 1.02% at  September  30,
         1997. Management undertakes a quarterly analysis to assess the adequacy
         of  the   allowance  for  possible  loan  losses  taking  into  account
         non-performing  and  delinquent  loans,  internally  criticized  loans,
         historical trends, economic factors, and overall credit administration.
         Based  on this  analysis,  the  allowance  is  considered  adequate  at
         September 30, 1998 to absorb anticipated  losses.  Management  believes
         that the inherent  risk in the current  portfolio  is being  adequately
         provided  for,  and  because  of  credit  standards  that  the Bank has
         implemented, new loans are expected to be of high quality.

         Internally  criticized  loans increased $4.3 million from $15.2 million
         at December  31,  1997 to $19.5  million at  September  30,  1998.  The
         increase  over the  December  1997  total was  primarily  caused by one
         lending  relationship.   The  relationship  appears  to  be  adequately
         collateralized and is not considered impaired.

         Non-Interest Income and Non-Interest Expense

          Non-interest  income of  $3,075,000  for the first nine months of 1998
          represents an increase of $585,000,  or 23.5%, from $2,490,000 for the
          comparable period in 1997. Most non-interest  income categories showed
          increases in the nine-month  period.  The largest dollar  increase was
          $208,000,  or 16.4%,  as a result of increases  in service  charges on
          deposit accounts. The three-month period reflected similar results.

         Non-interest  expense was $14,717,000 for the first nine months of 1998
         as  compared  to  $13,056,000  for the  comparable  period in 1997,  an
         increase  of   $1,661,000,   or  12.7%.   The  largest   components  of
         non-interest  expense for the  nine-month  periods ended  September 30,
         1998 and 1997 were salaries, employee benefits and occupancy.  Salaries
         and employee benefits  increased  $870,000,  or 12.2%,  while occupancy
         expense showed little change.  Salaries and employee benefits increased
         primarily because of annual increases, a new office which opened in the
         City of  Rochester  in early April and two new offices  which opened in
         the  third  quarter  of 1998.  Both  salaries,  employee  benefits  and
         occupancy  expenses  are  expected to increase in 1998 as the result of
         the new  banking  offices  and as the Bank  replaces  its core  banking
         system.  While  operating  expenses  have  continued to  increase,  the
         Company's  operating  expense  as  a  percent  of  average  assets  has
         declined.  The ratio declined  during the last four years from 5.18% in
         1994 to 3.60% in 1997.  The ratio for the first nine  months of 1998 is
         3.57%. With the Company's planned growth, including new offices and new
         core banking system, it is expected that this ratio may increase.

         Provision for Income Taxes

         The  provision  for income  tax was  $1,386,000  for the  period  ended
         September 30, 1998 as compared to $1,528,000 at September 30, 1997. The
         Company's  effective tax rates for the periods were 27.7% and 32.3% for
         1998 and 1997 respectively.  During each of the periods ended September
         30,  1998  and 1997  the  Company  reduced  its  effective  tax rate by
         recognizing  deductible  temporary  differences  for which a  valuation
         allowance  had  previously  been  established.  Some New York State tax
         benefit  has  also  been   recognized  in  1998  due  to  tax  planning
         strategies.

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

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


         Capital Adequacy

         Total shareholders' equity was $37,485,000 at September 30, 1998, which
         represents  an increase of  $3,465,000,  or 10.2% from  $34,020,000  at
         December  31,  1997.  Shareholders'  equity  increased  as a result  of
         $3,624,000  in  retained   earnings  and  $440,000  in  employee  stock
         purchases,  offset by dividends of $867,000 and an increase of $268,000
         in the  unrealized  net holding gain on securities  available-for-sale,
         net of taxes.  At  September  30,  1998,  the  Company  and its banking
         subsidiary  exceeded  the  minimum  guidelines  for  Tier  1 and  Total
         Risk-Based  Capital of 4% and 8%,  respectively.  The Company's  ratios
         were 9.98% and 11.23%  respectively,  at September  30,  1998.  Banking
         organizations  must also maintain a minimum Tier 1 Leverage Ratio of 3%
         of assets, while banking organizations that are not top-rated according
         to regulators' "Camels" ratings,  must meet leverage ratios of at least
         100 basis points above the 3% standard.  The Company's  Tier 1 Leverage
         Ratio at  September  30,  1998 was 6.44%.  At 5% the  Company  would be
         considered to be well capitalized.

         Liquidity

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

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

         Quantitative and Qualitative Disclosures About Market Risk

         On a  quarterly  basis,  sensitivity  to changes in  interest  rates is
         measured using a simulation  model. The model estimates  changes in net
         interest  income and net income  under a variety of  possible  interest
         rate scenarios.  By performing these  simulations and comparing them to
         established  policy  limits,  management has an opportunity to plan for
         changes in the asset/liability  mix, or to take other steps that may be
         necessary  to  lessen   interest  rate  risk.   Based  on  management's
         assumptions  built into the simulation model and the current mix of the
         Company's assets and liabilities, management's assessment is that there
         will not be a  material  adverse  effect on its  operating  results  or
         liquidity in the event of  reasonably  foreseeable  changes in interest
         rates through 1999. The  simulation  indicates a 100 basis point change
         in rates  would not impact net income by more than .07% and a 200 basis
         point  change  would  not  have an  impact  greater  than  .09%.  These
         simulations are based on numerous assumptions  regarding the timing and
         extent  of  repricing   characteristics.   Actual  results  may  differ
         significantly.


         Year 2000

         For quite some time,  First  National has been aware of the  complexity
         and  magnitude  of the  Year  2000  (Y2K)  issue.  As a  result,  First
         National,  with the support and direction of its Board of Directors and
         Senior  Management,   has  dedicated  resources  and  formally  adopted
         strategies to work towards resolving all potential Year 2000 issues.

         Since October 1996,  First National has been developing its strategy to
         address the data  processing and business  impacts that are expected to
         be encountered.  First National is also including environmental systems
         in its analysis. As is the case with many other financial institutions,
         First  National has opted to follow the five phase format  suggested by
         the Federal Financial  Institutions  Examination Council.  These phases
         are discussed below.

         Awareness  Phase - This is an ongoing  phase to educate  employees  and
         customers and to determine which systems and services will be affected.
         First National  created a Y2K task force in October 1996 which consists
         of the Electronic  Data  Processing  Auditor,  Senior Vice President of
         Operations,  Vice President of  Information  Services and the Year 2000
         Project  Coordinator.  This task force is charged with  developing  and
         implementing  an  overall  strategy  to review  systems,  services  and
         conduct continuing education. In March, First National held a Year 2000
         seminar for customers of the Business & Professional  Lending division.
         Each customer attending was given a "Year 2000 Awareness Kit."

         Assessment  Phase - In this phase,  First  National has  determined the
         size  and  complexity  of the  problem  by  identifying  all  hardware,
         software,  networks, ATMs and other devices that may be affected by the
         Y2K date change.  An initial  inventory  was taken  starting in October
         1996. At the same time, preliminary  correspondence was sent to vendors
         advising the vendors of First  National's  concerns about the Y2K issue
         and the possible  impact of Y2K on the vendors.  In July 1997, a second
         (updated)  inventory was performed and a second letter with an attached
         survey was sent to vendors as part of continuing  efforts to assess the
         Y2K  preparedness  of vendors.  Based on the  results of the  inventory
         process,  First National has prioritized  its list of applications  and
         systems to be  addressed in the Y2K project.  To date,  First  National
         believes that substantially all possible Year 2000 situations have been
         identified.  First National has started a "due  diligence  process" for
         assessing the Year 2000 customer impact.

         Renovation Phase - First National does not write programs or create its
         own software. Therefore, it must rely on vendors and software suppliers
         to  provide  appropriate  enhancements  in a  timely  manner.  As First
         National  continues  to monitor the  progress  of vendors,  it has also
         begun the process of creating  contingency  plans for all  applications
         that do not  meet  First  National's  deadline  for  compliance.  First
         National has  implemented  an aggressive  vendor  contact  schedule and
         maintains all vendor correspondence to monitor vendor progress.


          Validation Phase - This is the most labor intensive and critical phase
          and  requires a written  test plan for each system that will be in use
          at the turn of the  century.  First  National has opted not to rely on
          vendor or third  party  certification  as  acceptable  validation  for
          systems  processed  in-house.  As vendors provide upgraded software or
          enhancements,  testing  will be conducted to determine if the software
          or  enhancements  meet  First  National's  requirements  for Year 2000
          readiness.  Test  plans have been  written  for all  mission  critical
          systems and testing is in process.  First  National  intends to review
          proxy testing completed for service bureau  arrangements and use those
          results  to the extent  proxy  testing is  appropriate  and  reliable.
          Additional independent critical testing will be completed as necessary
          based on proxy test results.  The  validation  phase for these mission
          critical systems is targeted to be substantially  complete by December
          31, 1998, except for the core processing system as discussed below.

         First National's core processing  system is expected to be converted to
         a new  system  prior to year end  1998.  After  conversion,  management
         expects to perform Y2K tests on the new system as well. The tests would
         be expected to be completed in the first quarter of 1999 and during the
         same time frame  further  tests will be made of critical  systems  that
         integrate with the new system.

         Implementation  Phase - By the time we reach  January  1,  2000,  First
         National  will  have  tested  each  mission  critical  application.  In
         addition,  First National will have contingency  plans in place for any
         application  that does not meet Year 2000  compliance.  The contingency
         plans  will  address  key  dates  such  as  12/31/1999,  1/01/2000  and
         2/29/2000.  Throughout the year 2000, First National will be conducting
         a quality review to insure that its systems are  functioning  properly.
         Management   has   successfully   completed   organizational   planning
         guidelines  and business  impact  analysis  concerning the Y2K business
         resumption  contingency  plan. The actual plan  documentation  for each
         critical business function is expected to be completed by year end 1998
         and  validation  of the plan is scheduled to be completed by end of the
         first quarter of 1999.

         A Year 2000 uncertainty that could have a material effect on the Bank's
         results of  operations  or financial  condition is the risk  associated
         with large commercial borrowers. A risk assessment for large commercial
         borrowers is substantially complete. Management received a 78% response
         rate for surveys sent to large  commercial  borrowers.  All respondents
         are risk rated as high,  moderate or low risk. All non  respondents are
         to be  contacted  and until the  information  is received  they will be
         rated high risk.  Of the  respondents,  14 totaling  $12.4 million were
         rated high risk. Management intends to follow the progress of each high
         and moderate  risk customer and to update risk ratings  throughout  the
         remainder of 1998 and 1999.  New and renewed  commercial  borrowers are
         also being  assigned a risk rating and are being required to sign a Y2K
         addendum  where the borrower  agrees to take all measures  necessary to
         assure  information   technology   utilized  by  the  borrower  is  Y2K
         compliant.

         A large deposit outflow in the year 2000 could impact First  National's
         liquidity.  A review of large depositors  indicates  approximately  $40
         million in balances  that could be at risk due to Y2K.  However,  First
         National  does not  believe  that the  loss of any one  single  deposit
         balance could have a material  impact on liquidity.  First National has
         borrowing  lines and  unencumbered  investments  that  could be used to
         offset these deposits should they leave the Bank.

          Management  continues to quantify the expenses of resolving  Year 2000
          problems,  including  problems  relating  to its own systems and those
          relating to third party  customers and vendors,  or the materiality of
          the effect of such  expenses  on its  results of  operations,  capital
          resources or liquidity. To date management has identified expenses for
          the years of 1998, 1999 and 2000 of approximately $146,000,  $454,000,
          and  $67,000,   respectively.   Of  the   identified   1998   expense,
          approximately  $110,000 was expended  through  September.  The $67,000
          expense for the year 2000 is primarily for  contingency  planning.  Of
          the total  projected  expense of $667,000,  testing,  remediation  and
          staff  expense is  projected to be  $279,000,  or 41.8%.  Software and
          equipment  purchases  are expected to be  approximately  $192,000,  or
          28.8% of the total and contingency  planning is projected at $196,000,
          or 29.4%.  All  expenses  related to the year 2000 are  expected to be
          paid out of First National's earnings.

         First National's  objective is to migrate to the year 2000 with minimal
         impact on its  customers  and to achieve  compliance  with the ultimate
         deadline of January 1, 2000.

         Stock Repurchase Plan

         On September 8, 1998 the Company's Board of Directors  approved a stock
         repurchase  program.  The Board of  Directors  believes  the  Company's
         common  stock is  undervalued  at current  market  prices.  The program
         authorizes  the repurchase of up to 200,000 shares of common stock over
         the next year at appropriate  prices.  It is expected  these  purchases
         will be made primarily through open market transactions.


<PAGE>

                            PART II - OTHER INFORMATION




     Item 1.  Legal Proceedings

           None

     Item 2.  Changes in Securities

           None

     Item 3.  Defaults upon Senior Securities

           None

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

           None

     Item 5. Other Information

           None

     Item 6. Exhibits and Reports on Form 8-K

         a)  Exhibits

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

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

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

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

 (10.1) Commercial Line of Credit Note                 Page 25
 between James D. Ryan and First National
 Bank of Rochester

 (27) Financial Data Schedule                          Page 27
</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   November 10 , 1998                       s\s Stacy C. Campbell
                                                    Stacy C. Campbell
                                                    Senior Vice President and
                                                    Chief Financial Officer
                                                    (Principal Financial Officer
                                                    and Duly Authorized Officer)

<PAGE>
                              INDEX OF EXHIBITS


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


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

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

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

(10.1) Commercial Line of Credit Note  Page 25
between James D. Ryan and First
National Bank of Rochester

(27) Financial Data Schedule           Page 27