FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

     for the quarterly period ended March 31, 1999

                                      OR

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

     For the transition period from ______________ to _____________


     Commission file number 0-13423


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

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

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

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

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

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

                    Class                      Outstanding at May 4, 1999
         -----------------------------         --------------------------
         Common stock, $1.00 par value                  3,970,896


<PAGE>

                                   INDEX

                                                                    Page No.

Part I  Financial Information

     Item 1.

                  Condensed consolidated balance sheets -
                  March 31, 1999 and December 31, 1998                3-4

                  Condensed consolidated statements of
                  income for the three months ended March
                  31, 1999 and 1998                                     5

                  Condensed consolidated statement of shareholders'
                  equity and comprehensive income for the period
                  ended March 31, 1999                                  6

                  Condensed consolidated statements of cash
                  flows for the three months ended March 31,
                  1999 and 1998                                       7-8

                  Notes to condensed consolidated financial
                  statements                                         9-10


     Item 2.      Management's discussion and analysis of
                  financial condition and results of operations     11-17

     Item 3.      Quantitative and qualitative disclosures
                  about market risk                                    17

Part II Other information                                           18-19

     Item 1.  Legal proceedings                                        18
     Item 2.  Changes in securities and use of proceeds                18
     Item 3.  Defaults upon Senior Securities                          18
     Item 4.  Submission of matters to a vote of security holders      18
     Item 5.  Other information                                        19
     Item 6.  Exhibits and reports on form 8-K                         19

<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)



                                                     March 31,      December 31,
                                                       1999            1998
                                                       ----            ----
            Assets
            ------
Cash and due from banks                          $     17,332     $    20,031

Interest-bearing deposits with other banks              1,132           1,132

Federal funds sold                                      7,200           1,500

Securities available-for-sale, at fair value          130,734         132,664

Securities held-to-maturity (fair value of 
$21,416 in 1999 and $22,106 in 1998)                   21,232          21,862

Loans:
    Commercial                                        232,395         231,716
    Mortgage                                          110,375         109,748
    Home Equity                                        30,671          31,056
    Consumer                                           20,538          22,023
                                                       ------          ------
        Total loans                                   393,979         394,543
    Net deferred loan fees                                118             123
    Allowance for loan losses                         (5,512)         (5,258)
                                                      -------         -------
        Net loans                                     388,585         389,408

Premises and equipment, net                            11,348          11,673

Accrued interest receivable                             4,398           4,069

FHLB and FRB stock                                      2,669           2,188

Other assets                                            5,120           3,373
                                                        -----           -----

        Total assets                             $    589,750   $     587,900
                                                      =======         =======

Liabilities and shareholders' equity Deposits:         
  Demand:                                     
    Non-interest bearing                         $     81,984   $      86,057
    Interest bearing                                   70,347          81,731
  Savings and money market                            103,319         103,549
  Certificates of deposit:
    Under $100,000                                    136,312         142,378
    $100,000 and over                                 109,649          87,646
                                                      -------          ------
      Total deposits                                  501,611         501,361

Securities sold under agreement to 
repurchase and short-term borrowings                   23,543          23,840

Accrued interest payable and other liabilities          3,945           4,337

Long-term debt                                         20,210          20,210
                                                       ------          ------
      Total liabilities                               549,309         549,748
                                                      -------         -------
Shareholders' equity:

  Common  stock,  $1  par  value;
  authorized  5,000,000  shares;
  issued and outstanding 3,819,522
  in 1999 and 3,628,618 in 1998
                                                        3,820           3,629
  Additional paid in capital                           15,501          13,751
  Undivided profits                                    21,051          20,145
  Accumulated other comprehensive income                   69             627
                                                           --             ---
      Total shareholders' equity                       40,441          38,152
                                                       ------          ------
      Total liabilities and shareholders' equity  $   589,750     $   587,900
                                                      =======         =======


See accompanying notes to condensed consolidated financial statements

<PAGE>




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


                                                            Three months ended
                                                                 March 31,
Interest income:                                           1999            1998
                                                           ----            ----

  Interest and fees on loans:
    Commercial                                            $4,895          $4,706

    Mortgage                                               1,986           1,581
    Home equity                                              575             528
    Consumer                                                 494             490
                                                             ---             ---
      Total interest and fees on loans                     7,950           7,305
  Federal funds sold and time deposits                       110             129
  Securities                                               2,332           2,476
                                                           -----           -----
    Total interest income                                 10,392           9,910
                                                          ------           -----
Interest expense:
  Savings, checking and money market accounts                924             850
  Certificates of deposit                                  3,027           3,484
  Short-term borrowings and other                            510             179
                                                             ---             ---
    Total interest expense                                 4,461           4,513
                                                           -----           -----
    Net interest income                                    5,931           5,397
Provision for loan losses                                    285              90
                                                             ---              --
    Net interest income after provision for loan
    losses                                                 5,646           5,307
                                                           -----           -----
Non-interest income:
  Service charges on deposit accounts                        567             450
  Credit card fees                                            77             167
  Loan servicing fees                                         78              65
  Gain on sale of banking office                           1,048               -
  Other operating income                                     408             224
                                                             ---             ---
    Total non-interest income                              2,178             906
                                                           -----             ---
Non-interest expense:
  Salaries and employee benefits                           2,780           2,533
  Occupancy                                                1,106             921
  Marketing and public relations                              80             176
  Office supplies, printing and postage                      182             181
  Processing fees                                            266             258
  Legal                                                      211              48
  Other                                                    1,058             462
                                                           -----             ---
    Total non-interest expenses                            5,683           4,579
                                                           -----           -----
      Income before income taxes                           2,141           1,634
Income tax expense                                           929             502
                                                             ---             ---
      Net income                                          $1,212          $1,132
                                                           =====           =====

      Net income per common share - basic                $   .33         $   .31
                                                             ===             ===
      Net income per common share - diluted              $   .32          $  .30
                                                             ===             ===


See accompanying notes to condensed consolidated financial statements.

<PAGE>

                       FNB ROCHESTER CORP. AND SUBSIDIARY
                Condensed Consolidated Statement of Shareholders'
                         Equity and Comprehensive Income
                        Three Months Ended March 31, 1999
                                 (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, 1998         $  3,629     $ 13,751     $ 20,145         $  627      $ 38,152
Comprehensive income:
  Net income                                                      1,212                        1,212
    Change in unrealized gain on
      securities available-for-sale
      net of taxes of $372                                                       (558)          (558)
                                                                                                -----
Total comprehensive income                                                                654
                                                                                          ---
Quarterly common stock cash
 dividend - $.08 per share                                         (306)                        (306)
Issuance of common stock                  191        1,750                                     1,941
under option and employee
 purchase plans
Balance at March 31, 1999            $  3,820     $ 15,501     $ 21,051         $ 69        $ 40,441
                                        =====       ======       ======           ==          ======

Disclosure of reclassification amount:
Unrealized holding losses arising during period                                 $558
Less: reclassification adjustment for gains (losses) included in net income        -
                                                                                   -
Change in unrealized gain on securities available-for-sale, net of taxes        $558
                                                                                 ===
<PAGE>


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

                                                                                       1999           1998
                                                                                       ----           ----
<S>                                                                                <C>              <C>

Cash flows from operating activities:
  Net income                                                                        $   1,212       $ 1,132

Adjustments to reconcile net income to
net cash provided by operating activities:
    Provision for loan losses                                                             285            90
    Depreciation and amortization                                                         464           396
    Gain on sale of banking office                                                     (1,048)            -
    Decrease (increase) in mortgage loans held-for-sale                                 1,918        (3,280)
    Increase in accrued interest receivable                                              (337)         (201)
    Increase in other assets                                                           (1,379)          (33)
    (Decrease) increase in accrued interest payable and other liabilities                (389)        2,131
                                                                                        -----         -----
        Net cash provided by operating activities                                         726           235
                                                                                          ---           ---
Cash flows from investing activities:

    Securities available-for-sale:
        Purchase of securities                                                        (11,567)      (18,095)
        Proceeds from maturities                                                       12,567        12,114
    Securities held-to-maturity:
        Purchase of securities                                                           (417)         (104)
        Proceeds from maturities                                                        1,047         1,146
    Loan origination and principal collection, net                                     (2,571)      (14,307)
    Capital expenditures, net                                                            (191)         (587)
    Net payment for sale of banking office                                             (9,570)            -
    Increase in FHLB stock                                                               (482)         (533)
                                                                                        -----         -----

        Net cash used by investing activities                                         (11,184)      (20,366)

Cash flows from financing activities:

    Net increase (decrease) in demand, savings, interest
        checking and money market accounts                                             (9,946)        1,239

    Certificates of deposit accepted and repaid, net                                   22,052        16,911
    Increase (decrease) in short-term borrowing and securities
        sold under agreement to repurchase                                               (297)        4,211

    Payment of common stock dividend                                                     (291)         (359)
    Issuance of common stock under option and employee
        purchase plans                                                                  1,941           182
                                                                                        -----           ---

        Net cash provided by financing activities                                      13,459        22,184
                                                                                       ------        ------

        Increase in cash and cash equivalents                                           3,001         2,053

    Provision for loan losses                                                             285            90
    Depreciation and amortization                                                         464           396
    Gain on sale of banking office                                                     (1,048)            -
    Decrease (increase) in mortgage loans held-for-sale                                 1,918        (3,280)
    Increase in accrued interest receivable                                              (337)         (201)
    Increase in other assets                                                           (1,379)          (33)
    (Decrease) increase in accrued interest payable and other liabilities                (389)        2,131
                                                                                        -----         -----
    (Decrease) increase in accrued interest payable and other liabilities                (389)        2,131
        Net cash provided by operating activities                                         726           235
                                                                                          ---           ---
        Net cash provided by operating activities                                         726           235
Cash flows from investing activities:
 ash flows from investing activities:
    Securities available-for-sale:
        Purchase of securities                                                        (11,567)      (18,095)
  Cash and cash equivalents at beginning of year                                       21,663        30,302
                                                                                       ------        ------
        Cash and cash equivalents at end of period                                   $ 24,664      $ 32,355
                                                                                       ======        ======



The Company  paid cash during the three  months ended March 31, 1999 and 1998 as
follows:

    Interest                                                                         $ 3,528        $ 4,291
    Taxes                                                                              1,600            301

</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  (First National or 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,  1998 Form 10-K  Report of the
     Company filed with the  Securities and Exchange  Commission.  The financial
     information  included herein has been prepared by management  without audit
     by independent  certified  public  accountants.  The information  furnished
     includes all adjustments and accruals, solely of a normal recurring nature,
     that are in the opinion of management  necessary for a fair presentation of
     results  for the interim  period  ended  March 31,  1999.  Amounts in prior
     periods'  financial  statements  are  reclassified  whenever  necessary  to
     conform with current presentation.

(2)  Allowance for Loan Losses

     Changes in the  allowance  for loan losses for the three months ended March
     31, 1999 and 1998 are as follows:

                                                        1999          1998
                                                        ----          ----
Balance at beginning of period                $        5,258 $       5,580
Provisions for loan losses                               285            90
Loans charged off                                        (57)         (192)
Recoveries on loans previously charged-off                26           132
                                                          --           ---
Balance at end of period                      $        5,512 $       5,610
                                                       =====         =====

     The principal balance of loans not accruing interest totaled $3,159,000 and
     $2,077,000  at March  31,  1999 and 1998  respectively  and  $2,831,000  at
     December 31, 1998.

     At March 31,  1999 and 1998,  the  recorded  investment  in loans  that are
     considered to be impaired totaled $2,027,000 and $1,485,000,  respectively.
     The average recorded  investments in impaired loans during the three months
     ended March 31, 1999 and 1998 was approximately  $1,811,000 and $1,116,000,
     respectively.  At March 31, 1998 and 1999 the Bank had  specific  loan loss
     reserves for impaired loans of $891,000 and $248,000, respectively. For the
     three months ended March 31, 1999 and 1998, the Company  recognized $29,000
     and $21,000,  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 three months ended March 31, 1999
  Basic EPS
    Net income applicable to common shareholders              $   1,212        3,648,412      $ .33
                                                                                                ===
    Effect of assumed exercise of stock options                       -          167,397
                                                                      -          -------
  Diluted EPS
    Income available to common shareholders and
      assumed exercise of stock options                       $   1,212        3,815,809      $ .32
                                                                  =====        =========        ===

For three months ended March 31, 1998
  Basic EPS
    Net income applicable to common shareholders              $   1,132        3,604,339      $ .31
                                                                                                ===
    Effect of assumed exercise of stock options                       -          211,671
                                                                      -          -------
  Diluted EPS
    Income available to common shareholders and 
      assumed exercise of stock options                       $   1,132        3,816,010      $ .30
                                                                  =====        =========        ===

</TABLE>

(4)  Stock Option Plans

     The Company has stock option  plans which  provide for the grant of options
     to acquire  525,000 shares of its common stock to key employees and options
     to acquire  25,000  shares of its common stock to  directors.  At March 31,
     1999,  options to purchase  314,221  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 $14.92  per share.  At March 31,
     1999, options to acquire 249,446 shares were exercisable. Of the remainder,
     options  to acquire  11,900  shares  become  exercisable  at various  times
     through  December 2000 and 52,875 become  exercisable when the market price
     of the Company's  common stock reaches  $33.50,  and remains there for a 30
     day period. Since inception of the plans, options to acquire 216,741 shares
     have been exercised.

(5)  Dividends

     The Company declared a quarterly $.08 per share dividend on common stock on
     March 23, 1999,  payable April 30, 1999 to shareholders of record April 16,
     1999.

(6)  New Accounting Pronouncements

     In October  1998,  the FASB issued SFAS No. 134,  Accounting  for  Mortgage
     Backed Securities  Retained after the Securitization or Mortgage Loans Held
     for Sale by a  Mortgage  Banking  Enterprise,  which  amends  SFAS No.  65,
     Accounting for Certain Mortgage Banking Activities. This statement conforms
     the subsequent  accounting for securities retained after the securitization
     of mortgage loans by a mortgage banking  enterprise with the accounting for
     such securities by a non mortgage  banking  enterprise.  This statement was
     adopted by the Company  January 1, 1999 and the  statement did not have any
     impact on the Company's  financial  position or results of operation as the
     Company does not currently securitize mortgage loans.

<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, 1998 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.

     Proposed Merger

     In December 1998 FNB Rochester  Corp.  entered into a definitive  agreement
     with M & T Bank  Corporation  ("M&T")  for a merger of the  Company  into a
     subsidiary of M&T (the "Merger"). The Merger is subject to the satisfaction
     of certain conditions,  including approval by shareholders of FNB Rochester
     Corp. at a special  meeting to be held May 17, 1999.  This  transaction  is
     expected to be completed on or about June 1,1999.

     The Merger  will result in  substantial  legal,  accounting,  professional,
     investment  advisory and other  expense to be incurred by FNB  Rochester in
     1999. This expense is estimated to be approximately  $2.5 to $3 million and
     will be recognized prior to the effective date of the Merger.  This expense
     would also include  costs  associated  with the core banking  conversion as
     explained in more detail under Results of Operations,  Non-interest  Income
     and Non-interest Expense, below.

     Overview

     Effective  with the  close of  business  March  26,  1999 the Bank sold its
     Southport Banking Office. The Office was located in a suburb of Elmira, New
     York.  At  closing  the Bank  transferred  approximately  $11.9  million of
     deposits and $1.2 million in loans to the purchaser.

     Total assets  increased  $1.9 million,  or .3% in the first three months of
     1999. Loans decreased $569,000, or .1% as compared to December 31, 1998 and
     deposits remained the same at $501 million.  The decline in loans is in the
     consumer  portfolio.  Commercial and mortgage loans showed small increases,
     as did home  equity  lines  when  adjusted  for the  sale of the  Southport
     Office.  New loan  originations have declined since the announcement of the
     Merger and some loan  officers  have left the Bank to seek new  employment.
     Investments in securities  available-for-sale  declined by $1.9 million, or
     1.5%,  from the amount at year end. A decline of $15.5  million in interest
     bearing and non-interest  bearing demand deposits was offset by an increase
     in  certificates  of deposit.  Certificates  of deposit of $100,000 or more
     increased $22 million, or 25.1%, while certificates of deposit of less than
     $100,000 declined by $6 million,  or 4.3%. The sale of the Southport Office
     caused $3.1  million of the decline in demand  accounts,  savings and money
     market accounts. $7.2 million in certificates of deposit were sold with the
     Southport  Office,  and certificates of deposit of less than $100,000 would
     have shown a modest increase  without the sale.  Certificates of deposit of
     $100,000  or more are being used as  short-term  funding to both offset the
     loss  of the  Southport  Office  deposits  as well  as the  decline  in new
     deposits. Few new demand, savings or money market accounts are being opened
     in the Bank  since  the  announcement  of the  Merger  Agreement  and it is
     expected this trend will continue.

     For the  three-month  period  ended March 31,  1999,  net income  increased
     $80,000, or 7.1%, as compared to the same period in 1998 and diluted income
     per share  increased $.02, from $.30 to $.32. The increase is primarily due
     to increased other income.  Other income increased $1.3 million, or 140.4%,
     and approximately $1 million of the increase was related to the sale of the
     Southport  Office.  Net  interest  income  increased  $534,000,  or 9.9% as
     compared to the same period in 1998. Other expenses increased $1.1 million,
     or 24.1%,  for the  three-month  period as  compared  to the same period in
     1998. $587,000 of the other expenses were merger related.

     Net Interest Income

     Commercial  lending and  residential  mortgage  lending prior to the Merger
     announcement  provided much of the Company's loan growth as compared to the
     period  ended March 31, 1998.  The  increase in net interest  income in the
     three-month  period  ended March 31, 1999 as compared to the same period in
     1998 is primarily the result of that increased  lending  activity.  The net
     interest margin has declined from 4.33% for the quarter ended March 1998 to
     4.23% for the quarter ended March 1999.

     Increased  loan volume  resulted in interest  and fees on loans  increasing
     $645,000,  or 8.8% for the  three-month  period  ended March 31,  1999,  as
     compared to the same period in 1998. For the  three-month  period  interest
     and fee income on loans was increased  $1,214,000 by additional volumes and
     reduced $569,000 by lower rates.

     Average  commercial loans increased $28.5 million,  or 14%, from the period
     ended March 31,  1998 to the period  ended March 31,  1999.  The  increased
     volume contributed  $600,000 to income,  which was partially offset by rate
     declines that reduced income by $411,000.  Average mortgage loans increased
     $25.4  million,  or 29.8%.  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 $405,000 was primarily
     the result of the  increased  volume.  Average  home equity lines of credit
     outstanding  increased  $7 million  with an  increase in income of $47,000.
     Other consumer loans showed a small decline.

     During the  three-month  period  ended March 31, 1999,  average  securities
     increased  $3 million,  or 2%, and because of  declining  rates income from
     those investments declined $144,000, or 5.8% from the comparable period for
     the prior year.

     Interest  expense  declined  $52,000,  or 1.2%, for the three-month  period
     ended March 31, 1999 as compared to the period  ended March 31,  1998.  The
     net average balance total of savings,  interest checking,  and money market
     categories  have shown an increase of $27.3 million,  or 17.5%, as compared
     to the first three months of 1998, and the interest expense associated with
     those deposits increased $74,000, or 8.7%. Average  certificates of deposit
     balances  declined  $7.4  million,  or 3%, and expense  related  with those
     deposits  declined  $457,000,  $365,000  from  rates and  $92,000  from the
     decrease in volume.

     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  $285,000 was made for the period ended March 31, 1999 and a
     provision of $90,000 was made in the period ended March 31, 1998.

     The Bank had net  charge-offs of $31,000 for the  three-month  period ended
     March 31,  1999 as  compared  to net  charge-offs  of $60,000  for the same
     period in 1998. Net charge-offs  (annualized) as a percent of average loans
     were  .03% and .07% for the three  months  ended  March 31,  1999 and 1998,
     respectively.  The ratios of the  allowance  for possible  loan losses as a
     percent  of period  end loans for the  comparable  periods  were  1.40% and
     1.61%, respectively. Non performing assets increased $1.4 million, or 53.7%
     to $4,132,000 at March 31, 1999 from $2,689,000 at March 31, 1998. $657,000
     of the increase is due to one loan relationship. Non performing assets as a
     percent of total  loans and other real estate  increased  to 1.05% at March
     31,  1999 from .77% at March 31, 1998 and  declined  from 1.13% at December
     31, 1998. Management undertakes a quarterly analysis to assess the adequacy
     of  the   allowance   for   possible   loan  losses   taking  into  account
     non-performing   and  delinquent   loans,   internally   criticized  loans,
     historical  trends,  economic factors,  and overall credit  administration.
     Based on this analysis,  the allowance is considered  adequate at March 31,
     1999 to absorb anticipated losses inherent in the portfolio.

     Internally  criticized  loans  increased  $543,000  from  $18.7  million at
     December 31, 1998 to $19.2 million at March 31, 1999. The increase over the
     December 1998 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  $2,178,000  for the  first  three  months of 1999
     represents  an increase of  $1,272,000,  or 140.4%,  from  $906,000 for the
     comparable  period in 1998.  $1,048,000 of the increase was for the gain on
     the sale of the Southport Office at the end of March 1999.  Service charges
     on  deposit  accounts  also  increased  $117,000  or  26%  as  compared  to
     three-month period ended March 31, 1998.

     Non-interest  expense was  $5,683,000 for the first three months of 1999 as
     compared to $4,579,000  for the  comparable  period in 1998, an increase of
     $1,104,000,  or 24.1%. The largest  components of non-interest  expense for
     the  three-month  periods  ended  March 31,  1999 and 1998  were  salaries,
     employee benefits and occupancy.  Salaries and employee benefits  increased
     $247,000,  or 9.8%, while occupancy expense increased  $185,000,  or 20.1%.
     Salaries  and  employee  benefits  increased  primarily  because  of annual
     increases,  a new office  which  opened in the City of  Rochester  in early
     April 1998 and two new offices which opened in Monroe and Ontario County in
     the third quarter of 1998. Occupancy expense increased primarily because of
     the new offices.

     A new core  banking  system  which was to have  become  operational  in the
     fourth  quarter of 1998 has been postponed due to the planned Merger of the
     Company.  If the  Merger is  approved,  much of the cost  incurred  to date
     related  to  the  new  system,  approximately  $774,000,  will  need  to be
     recognized  as  expense  rather  than be  capitalized  in that the new core
     system will not be  utilized.  If the Merger does not take place,  the Bank
     plans to continue with its conversion to the new 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 3.57% for 1998.
     The ratio for the first three  months of 1999 is 3.82%,  however,  adjusted
     for Merger related  expenses of $587,000,  the 1999 ratio is 3.43%.  Merger
     expenses in the  three-month  period ended March 31, 1999 were $135,000 for
     legal  expense  and  $452,000  for various  other  expenses  which  include
     accounting and investment advisory costs.

     Provision for Income Taxes

     The  provision  for income tax was  $929,000 for the period ended March 31,
     1999 as compared to $502,000 at March 31, 1998. The Company's effective tax
     rates for the periods were 43.4% and 30.7% for 1999 and 1998  respectively.
     The tax  treatment  of the  Merger  expense  was the  primary  cause of the
     increase in the effective tax rate in 1999.

     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  $40,441,000  at March  31,  1999,  which
     represents an increase of  $2,289,000,  or 6% from  $38,152,000 at December
     31,  1998.  Shareholders'  equity  increased as a result of  $1,212,000  in
     retained  earnings and  $1,941,000 in employee stock  purchases,  offset by
     dividends  of $306,000  and a decrease of  $558,000 in the  unrealized  net
     holding gain on securities  available-for-sale,  net of taxes. At March 31,
     1999,  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 10.64% and 11.89% respectively, at
     March 31, 1999.  Banking  organizations must also maintain a minimum Tier 1
     Leverage Ratio of 3% of assets,  while banking  organizations  that are not
     top-rated  according to regulators'  "Camels"  ratings,  must meet leverage
     ratios of at least 100 basis points above the 3%  standard.  The  Company's
     Tier 1 Leverage Ratio at March 31, 1999 was 6.81%.  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 1999.

     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  over a two year
     period  would not impact net income by more than .09% and a 200 basis point
     change  would not have an impact  greater than 3%.  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.

     On December 9, 1998, the proposed  Merger of First National into M & T Bank
     was  announced.  The  Merger is  subject  to  shareholder  approval  and is
     expected to be  completed  on or about June 1, 1999 at which time all First
     National systems will be converted into M & T Bank systems. First National,
     however,  is continuing its  preparations  for the Year 2000 date change in
     the event the Merger is not completed.

     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 six phase format  suggested by the Federal
     Financial  Institutions  Examination Council (FFIEC).  The FFIEC is a joint
     effort of the  Comptroller  of the  Currency,  Federal  Reserve,  Office of
     Thrift  Supervision  and the Federal  Deposit  Insurance  Corporation,  the
     primary  regulators of financial  institutions in the United States.  These
     phases are discussed below.

     Awareness Phase - This is an ongoing phase to educate employees,  customers
     and the  community  to year 2000  issues,  FNB's  strategies  and plans for
     renovation.  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,  Vice President of
     Risk Management 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 1998, 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." In the last quarter of 1998,  First National  updated
     customers and  shareholders on the progress of the Year 2000 efforts in the
     quarterly publication, "FNB Focus".

     Assessment  Phase - In this phase,  First  National has determined the size
     and  complexity  of the  problem by  identifying  all  hardware,  software,
     networks,  ATMs,  facilities  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. The results of that review are being used to monitor risks
     to the Bank presented by customers who might be adversely  affected by Year
     2000 issues.

     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
     commercial  borrowers.  A  risk  assessment  for  commercial  borrowers  is
     substantially  complete  with 94% of the  borrowers  evaluated and rated as
     either high, moderate, or low risk. For purposes of Year 2000, the Bank has
     defined large commercial  borrowers as those with relationships at or above
     $500,000.  Relationships  below $500,000 are  considered low risk.  Certain
     industries,  such as  residential  construction  were  also  evaluated  and
     classified  as low risk for Year  2000.  Surveys  sent to large  commercial
     borrowers  will be rated high risk until  information  is received.  Of the
     respondents,  11 totaling  $7.6  million  were rated high risk.  Management
     intends to follow the progress of each high and moderate  risk customer and
     to  update  risk  ratings  throughout  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.

     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  entirely  on
     vendor testing 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 mission critical systems and testing is in
     process.  First  National  intends to review proxy  testing  completed  for
     service bureau  arrangements and certain  purchased  software 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.  In view of the proposed  merger of the Bank,  validation of
     several mission  critical systems has been  rescheduled.  In the event that
     the proposed  merger with M&T Bank is not  completed  by May 31, 1999,  the
     validation  of all mission  critical  systems will be scheduled so that the
     validation can be completed by June 30, 1999.

     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.

     Business Resumption Continuity and Planning Phase - The Bank has contracted
     with a technology  consulting  firm to develop a business  resumption  plan
     that can be  implemented  in the event  the Bank  experiences  failures  to
     systems or other interruptions to services as a result of Year 2000 issues.
     Management has successfully  completed  organizational  planning guidelines
     and  business  impact  analysis  concerning  the  Y2K  business  resumption
     contingency  plan.  The Bank  will have  finalized  the  business  recovery
     contingency  plan by June 30, 1999 if the  pending  merger with M&T Bank is
     delayed or does not occur.

     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.
     For 1998, the Bank incurred expense of approximately $147,000. In addition,
     management has identified  probable  expense for the years 1999 and 2000 of
     approximately $395,000 and $67,000,  respectively.  The $67,000 expense for
     the year 2000 is primarily for contingency planning. Of the total projected
     expense of $609,000, testing, remediation and staff expense is projected to
     be $225,000,  or 37%.  Software and equipment  purchases are expected to be
     approximately  $192,000,  or 31.5% of the total and contingency planning is
     projected at $192,000,  or 31.5%. 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

        Reference is made to the information contained in Part I, Item 2 of this
        Form 10-Q under the caption  "Quantitative  and Qualitative  Disclosures
        about Market Risk", which is incorporated herein by reference.

<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 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
  Incorporation of Registrant dated         ended June 30, 1992
  August 6, 1992.

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

  (2.1)  Agreement and Plan of              Exhibit 2.1 to Form 8-K filed 
  Reorganization, dated as of               December 17, 1992
  December 9, 1998, among FNB
  Rochester Corp., M&T Bank
  Corporation and Olympia
  Financial Corp.

  (27) Financial Data Schedule              Page 22

(b)  Reports on Form 8-K:

          None

<PAGE>


                                   SIGNATURES


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


                                         FNB ROCHESTER CORP.


Date     May 5 , 1999                    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
  Incorporation of Registrant dated         ended June 30, 1992
  August 6, 1992.

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

  (2.1)  Agreement and Plan of              Exhibit 2.1 to Form 8-K filed 
  Reorganization, dated as of               December 17, 1992
  December 9, 1998, among FNB
  Rochester Corp., M&T Bank
  Corporation and Olympia
  Financial Corp.

  (27) Financial Data Schedule              Page 22