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, 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 November 5, 1997
         _____________________________ ________________________________
          Common stock, $1.00 par value           3,586,998

          <PAGE>
          INDEX


                                                                 Page No.

          Part I    Financial Information

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

                    Condensed consolidated statements of
                    income for the nine months and three months
                    ended September 30, 1997 and 1996               5


                    Condensed consolidated statements of cash
                    flows for the nine months ended September 
                    30, 1997 and 1996                              6-7

                    Notes to condensed consolidated financial
                    statements                                     8-10

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


          Part II   Other information                              15-16

                    Index of Exhibits                              18
          <PAGE>
                            PART I - FINANCIAL INFORMATION
   <TABLE>
   <CAPTION>
                          FNB ROCHESTER CORP. AND SUBSIDIARY

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

                                                     September 30,    December 31,
                                                          1997            1996    
                                                     _____________    ____________
    <S>                                                    <C>            <C>     
        Assets
    Cash and due from banks                                $20,044         $20,060
    Interest-bearing deposits with other banks               1,110           1,121
    Federal funds sold                                       1,600           1,500
    Securities available-for-sale, at fair value           119,011          72,318

    Securities held-to-maturity (fair value of                    
    $27,128 in 1997 and $29,305 in 1996)                    27,116          29,532

    Loans:
        Commercial                                         200,419         187,721
        Mortgage                                            82,004          71,263
        Home Equity                                         22,073          21,297
        Consumer                                            24,066          23,153
                                                            ______          ______
            Total loans                                    328,562         303,434

        Net deferred loan fees                                 270             226
        Allowance for loan losses                          (5,526)         (5,696)
                                                           _______         _______
            Net loans                                      323,306         297,964
    Premises and equipment, net                              8,439           9,152
    Accrued interest receivable                              4,055           3,242
    FHLB and FRB stock                                       1,655           1,516
    Other assets                                             1,173           1,493
                                                             _____          ______
            Total assets                                  $507,509        $437,898
                                                           =======         =======

    Deposits:
        Demand:
            Non-interest bearing                      $     66,503    $     56,111
            Interest bearing                                65,182          63,702
        Savings and money market                            82,242          81,018
        Certificates of deposit:
            Under $100,000                                 145,038         141,504
            $100,000 and over                              100,954          62,436
                                                           _______          ______

                Total deposits                             459,919         404,771
    Securities sold under agreement to repurchase
    and short-term borrowings                               10,680             786

    Accrued interest payable and other liabilities           3,753           2,900

    Long-term debt                                             210             210
                                                               ___             ___

                Total liabilities                          474,562         408,667
                                                           _______          ______
    Shareholders' equity:
    Common stock, $1 par value; authorized        
    5,000,000 shares; 
    issued and outstanding 3,585,064 in 1997 and   
    3,571,563 in 1996
                                                             3,585           3,571
    Additional paid in capital                              13,207          13,035

    Undivided profits                                       15,309          12,357

    Unrealized net holding gain on securities                     
        available-for-sale, net of taxes                       846             268
                                                               ___             ___
                Total shareholders' equity                  32,947          29,231
                                                            ______          ______
                Total liabilities and                  $   507,509     $   437,898
                shareholders' equity                       =======         =======

    See accompanying notes to condensed consolidated financial statements

   </TABLE>

          <PAGE>

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


                                    Nine Months ended    Three months ended
                                      September 30,         September 30,
                                       1997       1996       1997        1996
                                       ____       ____       ____        ____
    <S>                            <C>        <C>          <C>          <C> 
    Interest Income:

     Interest fees on loans
      Commercial                   $ 13,542   $ 12,603     $4,681       4,393
      Mortgage                        4,314      3,306      1,510       1,222
      Home equity                     1,471      1,403        503         478
      Consumer                        1,551      1,422        539         516
                                      _____      _____       ____        ____
       Total interest and fees   
       on loans                      20,878     18,734      7,233       6,609
     Federal funds sold and time 
     deposits                           355        180        148          83

      Securities                      6,332      4,926      2,349       1,624
                                      _____      _____      _____       _____
       Total interest income         27,565     23,840      9,730       8,316
                                     ______     ______      _____       _____
    Interest expense:
     Savings, checking and       
     money market accounts            2,374      2,317        826         806
      Certificates of deposit         9,721      7,474      3,411       2,651
      Short-term borrowings and  
      other                             174        104        112          22
                                        ___        ___        ___          __
        Total interest expense       12,269      9,895      4,349       3,479
                                     ______      _____      _____       _____
        Net interest income          15,296     13,945      5,381       4,837

    Provision for loan losses             -          -          -           -
                                          _          _          _           _
        Net interest income      
        after provision for loan 
        losses                       15,296     13,945      5,381       4,867
                                     ______     ______      _____       _____
    Non-interest income:
      Service charges on deposit 
      accounts                        1,271      1,130        452         411
      Credit card fees                  537        547        163         198
      Loan servicing fees               197        203         66          66

      Other operating income            485        490        168         195
                                        ___        ___        ___         ___
      Total non-interest income       2,490      2,370        849         870
                                      _____      _____        ___         ___
    Non-interest expense:
     Salaries and employee       
     benefits                         7,159      6,849      2,439       2,336
      Occupancy                       2,778      2,524        922         858
     Marketing and public        
     relations                          438        367        145         100
     Office supplies, printing   
     and postage                        467        453        153         139
      Processing fees                   724        746        225         253
      Legal                             165        186         51          60

      Other                           1,325      1,155        481         386
                                      _____      _____        ___         ___
     Total non-interest expenses     13,056     12,280      4,416       4,132
                                     ______     ______      _____       _____
     Income before income taxes       4,730      4,035      1,814       1,575
    Income tax expense                1,528      1,149        589         460
                                      _____      _____        ___         ___
          Net income                $ 3,202    $ 2,886     $1,225     $ 1,115
                                      =====      =====      =====       =====
          Weighted average       
          shares outstanding -   
          primary                 3,734,593  3,570,014  3,751,830   3,570,563
                                  =========  =========  =========   =========
          Net income per common  
          share - primary            $  .86    $   .81    $   .33      $  .31
                                        ===        ===        ===         ===

   </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>
                                                    Nine months ended
                                                      September 30,


                                                     1997       1996
                                                     ____       ____

    <S>                                              <C>        <C>   
    Cash flows from operating activities:         
     Net income                                       $3,202    $2,886

    Adjustments to reconcile net income to net    
    cash provided by operating activities:
     Depreciation and amortization                     1,188     1,060
     Amortization of goodwill                              -        79

     Increase in mortgage loans held-for-sale        (1,664)   (1,234)
     Increase in accrued interest receivable           (813)      (21)
     Increase in other assets                           (57)     (208)
     Increase (decrease) in accrued interest      
     payable and other liabilities                     1,032      (42)
                                                       _____      ____

      Net cash provided by operating activities        2,888     2,520
                                                       _____      ____

    Cash flows from investing activities:

      Securities available-for-sale:
       Purchase of securities                       (57,224)   (13,493)
       Proceeds from maturities                       11,497    15,485

       Proceeds from sales                                 -     4,021
      Securities held-to-maturity:
        Purchase of securities                       (1,246)    (2,816)
        Proceeds from maturities                       3,661     4,007
       Loan origination and principal collection, 
       net                                          (23,688)  (44,973)
       Capital expenditures, net                       (475)   (2,933)
       Increase in other assets - investing            (139)     (217)
                                                        ___       ___ 

       Net cash used by investing activities        (67,614)  (40,919)

    Cash flows from financing activities:

      Net increase in demand, savings and money   
       market accounts                                13,096    10,764
      Certificates of deposit accepted and        
      repaid, net                                     42,052    28,734

      Increase in short-term borrowing and        
      securities sold under agreement to          
       repurchase                                      9,894    (1,986)
      Increase in long-term debt                           -       210
      Payment of common stock dividend                 (429)         -
      Employee common stock purchase and exercise 
      of option to purchase common stock                 186        10
                                                         ___        __
           Net cash provided by financing         
           activities                                 64,799    37,732
                                                      ______    ______
           Increase (decrease) in cash and cash   
           equivalents                                    73     (667)

       Cash and cash equivalents at beginning of  
       year                                           21,681    23,923
                                                      ______    ______
        Cash and cash equivalents at end of       
        period                                       $21,754   $23,256
                                                      ======    ======

    The Company paid cash during the nine months ended September 30,
    1997 and 1996 as follows:
                                                     $11,783    $9,778
      Interest
      Taxes                                            1,857       860

   </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 September 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 nine months
               ended September 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            (376)     (142)

                Recoveries on loans            206       326
                previously charged-off

                Balance at end of period    $5,526    $5,960
                                             =====     =====

               The principal balance of loans not accruing interest totaled
               $2,332,000 and $1,634,000 at September 30, 1997 and 1996
               respectively and $1,419,000 at December 31, 1996. 

               At September 30, 1997 and 1996, the recorded investment in
               loans that are considered to be impaired totaled $3,675,000
               and $3,035,000, respectively. The average recorded
               investments in impaired loans during the nine months ended
               September 30, 1997 and 1996 was approximately $2,593,000 and
               $243,000, respectively. For the nine months ended September
               30, 1997, the Company recognized $171,000 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 nine-month period ended September 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 September
               30, 1997 and 1996 amounted to 3,734,593 and 3,570,014
               respectively for the nine-month period and 3,751,830 and
               3,570,563 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 September 30, 1997, options to purchase
               323,600 shares were held  by grantees under the plan. The
               range of exercise prices of the options is $5.63 to $16.13
               per share with an average exercise price of $7.50 per share. 
               At September 30, 1997, options to acquire 258,600 shares
               were exercisable.  The remaining options become exercisable
               at various times through September 1999.  As of September
               30, 1997 options to acquire 4,350 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.

               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 "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 may 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 $70 million, or 15.9% in the first nine
          months of 1997. Loans  increased $25.2 million, or 8.3% as
          compared to December 31, 1996 and deposits increased $55.1
          million, or 13.6%.  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 $46.7 million, or 64.6%, over the amount at
          year end.   Deposits increased to $460 million as compared to
          $405 million at December 31, 1996. $38.5 million of the increase
          was in certificates of deposit of $100,000 or more and of that
          total $30 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 $10.4 million for demand, $1.5 million for interest
          checking, $1.2 million for Savings and Money Market, and $3.5
          million for certificates less than $100,000. 

          Net income for the nine- month and three-month periods ended
          September 30, 1997 increased $316,000, or 10.9%, and $110,000, or
          9.9%, respectively, as compared to the same periods in 1996. 
          Income per share increased to $.86, up $.05 in comparison to $.81
          for the nine months ended September 30, 1996 and increased $.02
          per share to $.33 for the three-month period.  The increases in
          both periods were primarily due to increased net interest income.
          Net interest income increased $1,351,000, or 9.7% for the nine-
          month period and $544,000, or 11.2% for the three-month period as
          compared to the same periods in 1996. For the nine-month period
          ended September 30, 1997, non-interest income increased $120,000,
          or 5.1%, and non-interest expense increased $776,000, or 6.3%. As
          in the first half 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 nine-month and three-month periods ended
          September 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 has remained fairly stable in 1997. The margin
          was 4.54%, 4.51% and 4.56% for the three-month periods ended
          September, June, and March 1997, respectively. The margin may be
          expected 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 $2,144,000, or 11.4%, for the nine-
          month period ended September 30, 1997 as compared to the same
          period in 1996. Interest and fee income increased $2,439,000
          because of increased volumes and declined $295,000 due to lower
          rates.

          Average commercial loans increased $15.7 million, or 8.9%, from
          the period  ended September 30, 1996 to the period ended
          September 30, 1997. The increased volume contributed $1,106,000
          to income, which was partially offset by rate declines that
          reduced income by $167,000.  Average mortgage loans increased $18
          million, or 30.4%. The increase in the mortgage portfolio was
          primarily made up of 15 year fixed rate mortgages. The increase
          in mortgage interest income of $1,008,000 was the result of the
          increased volume. Average home equity loans and consumer loans
          increased $3 million with an increase in income of $197,000.
          Average securities increased $25 million and income from those
          investments increased $1,406,000, or 28.5%. Because of the
          additional deposits generated by our new banking offices, the
          rate of loan growth has not kept pace with the deposit growth. 
          To maximize the earnings on those deposits, management has
          purchased securities available-for-sale. To lessen both interest
          rate risk and market risk, $21 million of the securities
          purchased in the nine-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 $2,374,000, or 24%, for the nine-month
          period ended September 30, 1997 as compared to the period ended
          September 30, 1996.  The net average balance total of savings,
          interest checking, and money market categories have shown a
          modest increase of $1,019,000, or .7% and the interest expense
          associated with those deposits is relatively unchanged.  Average
          balances for certificates of deposit increased $49.8 million for
          the nine-month period and the Bank's deposit growth  in
          certificates of deposit resulted in $2,087,000 additional
          interest expense due to increased balances and $160,000 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 $170,000 for the nine-month
          period ended September 30, 1997 as compared  to net recoveries of
          $184,000 for the same period in 1996.  Net charge-offs
          (recoveries) (annualized) as a percent of average loans were .07%
          and (.09)% for the nine months ended September 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 1.68% and
          1.98%, respectively. Non performing assets increased $927,000, or
          38.2% to $3,354,000 at September 30, 1997  from $2,427,000  at
          September 30, 1996. Management undertakes a quarterly analysis to
          assess the adequacy of the allowance for possible loan losses
          taking into account non-performing and delinquent loans,
          internally criticized loans, historical trends, economic factors,
          and overall credit administration.  Based on this analysis, the
          allowance is considered adequate at September 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.  Based on anticipated
          portfolio growth and possible adjustments to charge-off
          projections, the need to resume a monthly provision is
          continuously evaluated. At this time, it is expected that a
          monthly provision will be resumed within the next three to six
          months.

          NON-INTEREST INCOME AND NON-INTEREST EXPENSE

          Non-interest income of $2,490,000 for the first nine months of
          1997 represents an increase of $120,000, or 5.1%, from $2,370,000
          for the comparable period in 1996. The increase was primarily the
          result of increases in service charges on deposit accounts.

          Non-interest expense was $13,056,000 for the first nine months of
          1997 as compared to $12,280,000 for the comparable period in
          1996, an increase of $776,000, or 6.3%. The largest components of
          non-interest expense for the nine-month and three-month period
          ended September 30, 1997 were salaries and employee benefits and
          occupancy. Salaries and employee benefits increased $310,000, or
          4.5%, from $6,849,000 for the nine-month period in 1996 and
          occupancy which increased $254,000, or 10.1%.  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
          3.67% for nine-month period ended September 30, 1997.

          PROVISION FOR INCOME TAXES

          The provision for income tax was $1,528,000 for the period ended
          September 30, 1997 as compared to $1,149,000 at September 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 September 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 $32,947,000 at September 30, 1997,
          which represents an increase of  $3,716,000, or 12.7% from
          $29,231,000 at December 31, 1996.  Shareholders' equity increased
          primarily as a result of  $3,202,000 in retained earnings offset
          by dividends of $251,000 and an increase of $578,000 in the
          unrealized net holding gain on securities available-for-sale, net
          of taxes.

          At September 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
          10.15% and 11.41% respectively, at September 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 September 30,
          1997 was 6.43%. At 5% the Company would be considered to be well
          capitalized.

          LIQUIDITY

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

          The vast majority of the assets of the Company are held by the
          Bank.  Dividends and cash advances to the Company from the Bank
          are subject to standard bank regulatory constraints.  An analysis
          of projected expenses and cash flows indicates that the Company
          has sufficient cash to meet its anticipated cash obligations
          through 1997.
          <PAGE>
                             PART II - OTHER INFORMATION


          Item 1.  Legal Proceedings

             None

          Item 2.  Changes in Securities

             None

          Item 3.  Defaults upon Senior Securities

             None

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

             None

          Item 5. Other Information

             None

          Item 6. Exhibits and Reports on Form 8-K

             a)  Exhibits 

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

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


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

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

                   (27) Financial Data          Page 19
                   Schedule 


           (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 5, 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 

                  (27) Financial Data Schedule  Page 19
          <PAGE>

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