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, 1996

                                          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 October 31, 1996
          _____________________________   ______________________________
          Common stock, $1.00 par value   3,570,563
          <PAGE>
                                        INDEX

                                                            Page No.

          Part I    Financial Information

                    Condensed consolidated statements of
                    financial condition - September 30,
                    1996 and December 31, 1995              3-4

                    Condensed consolidated statements of
                    operations for the three months and
                    nine months ended September 30, 1996
                    and 1995                                5

                    Condensed consolidated statements of
                    cash flows for the nine months ended
                    September 30, 1996 and 1995             6-7

                    Notes to condensed consolidated
                    financial statements                    8-11

                    Management's discussion and analysis of
                    financial condition and results of
                    operations                              12-16


          Part II   Other information                       17-18

                    Index of Exhibits                       20
          <PAGE>
                            PART I - FINANCIAL INFORMATION

                         FNB ROCHESTER CORP. AND SUBSIDIARIES

                    Condensed Consolidated Statements of Financial
                                Condition (unaudited)
                        (In thousands, except per share data)

   <TABLE>
   <CAPTION>
                                           September 30,            December 31,
   Assets                                       1996                    1995
   ------                                  --------------           -------------
   <S>                                     <C>                      <C>
   Cash and due from banks                 $   23,155               $   18,662

   Interst-bearing deposits with other banks    1,101                    1,061

   Federal funds sold                               -                    5,200

   Securities available-for-sale, at fair
   value                                       66,331                   73,527

   Securities held-to-maturity (fair value
   of $30,135 in 1996 and $31,952 in 1995)     30,589                   31,780

   Loans:
        Commercial                            185,847                  165,645
        Mortgage                               68,977                   49,889
        Home Equity                            21,162                   18,773
        Consumer                               24,211                   19,711
                                              _______                  _______
             Total loans                      300,197                  254,018
        Net deferred loan fees                    197                      (15)
        Allowance for loan losses              (5,960)                  (5,776)
                                              _______                  _______
             Net loans                        294,434                  248,227

   Premises and equipment, net                  9,128                    7,255

   Accrued interest receivable                  3,600                    3,579

   FHLB and FRB stock                           1,516                    1,299

   Other assets                                 1,286                      730
                                              _______                  _______

             Total assets                  $  431,140               $  391,320
                                            =========                =========

   Liabilities and shareholders' equity
   Deposits:
        Demand:
             Non-interest bearing          $   55,801               $   46,061
             Interest bearing - NOW            63,483                   67,639
        Savings and money market               81,867                   76,687
        Certificates of deposit:
             Under $100,000                   138,168                  105,929
             $100,000 and over                 58,054                   61,559
                                              _______                   ______
                  Total deposits              397,373                  357,875
   Securities sold under agreement to
    repurchase and short-term borrowing         3,000                    4,986

   Accrued interest payable and other
    liabilities                                 2,519                    2,613

   Long-term debt                                 210                       -
                                               ______                   ______

             Total liabilities                403,102                  365,474
                                             ========                  =======

   Shareholders' equity:

        Common stock, $1 par value;
          authorized 5,000,000 shares;
          issued and outstanding 3,570,563
          in 1996 and 3,568,963 in 1995         3,571                    3,569
        Additional paid in capital             13,032                   13,024

        Undivided profits                      11,289                    8,403
        Unrealized net holding gain on
          securities available-for-sale,
          net of taxes                            146                      850
                                               ______                   ______
             Total shareholders' equity        28,038                   25,846
                                               ______                   ______
             Total liabilities and
              shareholders' equity          $ 431,140                $ 391,320
                                             ========                 ========

   See accompanying notes to condensed consolidated financial statements
   </TABLE>
          <PAGE>
                         FNB ROCHESTER CORP. AND SUBSIDIARIES
               Condensed Consolidated Statements of Financial Condition
                                (unaudited), continued
                         (in thousands except per share data)
   <TABLE>
   <CAPTION>

                                  Nine months ended       Three months ended
                                  September 30,           September 30,
                                  1996         1995       1996        1995
    <S>                            <C>         <C>         <C>        <C>    
    Interest Income:
    Interest and fees on loans:
    Commercial                      $ 12,603   $11,081     $ 4,493    $ 3,967
        Mortgage                       3,306     2,108       1,222        805
        Home equity                    1,403     1,509         478        496
        Consumer                       1,422     1,186         516        436
                                       _____     _____        ____      _____
         Total interest and fees      18,734    15,884       6,609      5,704
         on loans

    Federal funds sold and time          180       478          83        128
    deposits
    Securities                         4,926     5,139       1,624      1,720
                                       _____     _____       _____      _____
         Total interest income        23,840    21,501       8,316      7,552
                                      ______    ______       _____      _____
    Interest expense:
         Savings, NOW and money        2,317     2,564         806        858
         market accounts
         Certificates of deposit       7,474     6,101       2,651      2,221
         Short-term borrowing            104       305          22        123
         and other                     _____     _____         ___        ___
         Total interest expense        9,895     8,970       3,479      3,202
                                       _____     _____       _____      _____
         Net interest income          13,945    12,531       4,837      4,350

    Provision for loan losses              -         -           -          -
                                         ___       ___         ___        ___

         Net interest income
         after provision for          13,945    12,531       4,837      4,350
         loan losses                  ______    ______       _____      _____


    Non-interest income:
    Service charges on deposit         1,130       896         411        307
    accounts
      Credit card fees                   547       477         198        166
      Gain on sale of securities           -        53           -          -
      available-for-sale

      Loan servicing fees                203       218          66         70
      Other operating income             490       319         195        128
                                         ___       ___         ___        ___
         Total non-interest            2,370     1,963         870        671
         income                        _____     _____         ___        ___
    Non-interest expense:
    Salaries and employee              6,849     6,047       2,336      2,065
    benefits
    Occupancy                          2,524     1,946         858        668
    Marketing and public                 367       442         100        144
    relations
    Office supplies, printing            453       406         139        124
    and postage
    Processing fees                      746       726         253        250

    F.D.I.C. assessments                   2       317           1       (14)
    Legal                                186       235          60         77
    Other                              1,153     1,311         385        539
                                       _____     _____         ___        ___
         Total non-interest           12,280    11,430       4,132      3,853
         expenses                     ______    ______       _____      _____
         Income before income          4,035     3,064       1,575      1,168
         taxes
    Income tax expense                 1,149       955         460        352
                                       _____       ___         ___        ___

         Net income                  $ 2,886   $ 2,109     $ 1,115      $ 816
                                      ======     =====       _____        ===

         Weighted average shares   3,570,014 3,568,713   3,570,563  3,568,713
         outstanding-primary       ========= =========   =========  =========
         Net income per common        $  .81   $   .59     $   .31    $   .23
         share - primary                 ===       ===         ===        ===


   See accompanying notes to condensed consolidated financial statements.
   </TABLE>
          <PAGE>
                         FNB ROCHESTER CORP. AND SUBSIDIARIES
             Condensed Consolidated Statements of Cash Flows (unaudited) 
                                    (In thousands)

   <TABLE>
   <CAPTION>
                                                          Nine months ended
                                                          September 30,
                                                          1996          1995

   <S>                                                    <C>            <C>
   Cash flows from operation activities:
     Net income                                           $   2,886     $   2,109
     
   Adjustments to reconcile net income to net cash
   provided by operating activities:

     Depreciation and amortization                            1,060           818
     Amortization of goodwill                                    79           178
     Gain on sales of securities available-
     for-sale                                                     -           (53)
     Increase in mortgage loans held-for-sale                (1,234)         (416)
     Increase in accrued interest receivable                    (21)         (275)
     (Increase) decrease in other assets                       (208)          179
     Increase (decrease) in accrued interest
     payable and other liabilities                              (42)          793
                                                              ------        -----

        Net cash provided by operating activities             2,520         3,333
                                                              =====         =====

   Cash flows from investing activities:

        Decrease in interest bearing deposits                     -            39
        Securities available-for-sale:
             Purchase of securities                         (13,493)      (11,201)
             Proceeds from maturities                        15,485         8,541
             Proceeds from sales                              4,021         7,033
        Securities held-to-maturity:
             Purchase of securities                          (2,816)       (6,599)
             Proceeds from maturities                         4,007         1,797
        Loan origination and principal collection, net      (44,973)      (42,530)
        Capital expenditures, net                            (2,933)       (2,461)
        Increase in other assets - investing                   (217)         (958)
                                                              _____        ______

             Net cash used by investing activities          (40,919)      (46,339)
                                                             ______        ______

   Cash flows from financing activities:

        Net increase (decrease) in demand, savings,
        NOW and and money market accounts                    10,764           (90)

        Certificates of deposit accepted and repaid, net     28,734        46,046
        Decrease in short-term borrowings and securities
        sold under agreement to repurchase                   (1,986)       (1,075)

        Increase in long-term debt                              210             -
        Exercise of options to purchase common stock             10             -
                                                              _____          ____

             Net cash provided by financing activities       37,732        44,881
                                                             ======        ======

             Increase (decrease) in cash and
             cash equivalents                                  (667)        1,875

        Cash and cash equivalents at beginning of year       23,923        19,281
                                                             ______        ______

        Cash and cash equivalents at end of period        $  23,256      $ 21,156
                                                           ========       =======

   Supplemental disclosure of non-cash investing and
       financing activities

       Transfer of loan from in-substance foreclosure to 
       commercial loans                                           -         1,160


   The Company paid cash during the nine months ended September 30, 1996 and 1995
   as follows: 

        Cash paid for interest                             $ 9,778        $ 8,743
        Cash paid for taxes                                    860            650

   See accompanying notes to condensed consolidated financial statements.
   </TABLE>
   <PAGE>
                         FNB ROCHESTER CORP. AND SUBSIDIARIES

           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, 1995 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, 1996.  
               Amounts in prior periods' financial statements are
               reclassified whenever necessary to  conform  with  current 
               presentation.

          (2)  Accounting for Transfers and Servicing of Financial Assets
               and Extinguishments of Liabilities

               SFAS Statement No. 125, ACCOUNTING FOR TRANSFERS AND
               SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENT OF
               LIABILITIES (Statement) was issued in June 1996 and is
               applicable to all entities, both public and non-public.

               This Statement provides accounting and reporting standards
               for transfers and servicing of financial assets and
               extinguishments of liabilities based on a consistent
               application of a financial-components approach that focuses
               on control. It distinguishes transfers of financial assets
               that are sales from transfers that are secured borrowing.

               Under the financial-components approach, after a transfer of
               financial assets, an entity recognizes all financial and
               servicing assets it controls and liabilities it has incurred
               and derecognizes financial assets it no longer controls and
               liabilities that have been extinguished. The financial-
               components approach focuses on the assets and liabilities
               that exist after the transfer. Many of these assets and
               liabilities are components of financial assets that existed
               prior to the transfer. If a transfer does not meet the
               criteria for a sale, the transfer is accounted for as a
               secured borrowing with pledge of collateral.

               The Statement is effective for transfers and servicing of
               financial assets and extinguishment of liabilities occurring
               after December 31, 1996, and is to be applied prospectively. 
               Management has determined that the adoption of this
               Statement will not have a material impact on the Company s
               operating results.

          (3)  Allowance for Loan Losses

               The Financial Accounting Standards Board issued Statement
               114 ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A LOAN as
               amended by Statement 118, ACCOUNTING BY CREDITORS FOR
               IMPAIRMENT OF A LOAN - INCOME AND DISCLOSURE.  These
               statements prescribe recognition criteria for loan
               impairment, generally related to commercial type loans, and
               measurement methods for certain impaired loans and all loans
               whose terms are modified in troubled debt restructuring
               subsequent to the adoption of these statements.  A loan is
               considered impaired when it is probable that the borrower
               will be unable to repay the loan according to the original
               contractual terms of the loan agreement.

               As of January 1, 1995, the Company has adopted the
               provisions of SFAS No. 114 and SFAS 118 and has provided the
               required disclosures.  The effect of adoption was not
               material to the consolidated financial statements.  As of
               January 1, 1995, all of the Company s in substance
               foreclosed assets were reclassified into impaired loan
               status as required by SFAS No. 114.  For all prior periods
               presented, all amounts related to in substance foreclosures
               have also been reclassified.  These reclassifications did
               not impact the Company's consolidated financial condition or
               results of operations.

               As a result of the adoption of SFAS No. 114, the allowance
               for loan losses related to impaired loans that are
               identified for evaluation in accordance with SFAS No. 114 is
               based on the present value of expected cash flows discounted
               at the loan's initial effective interest rate, except that
               as a practical expedient, impairment may be measured at the
               loan's observable market price, or the fair value of the
               collateral for certain loans where repayment of the loan is
               expected to be provided solely by the underlying collateral
               (collateral dependent loans). The Company's impaired loans
               are generally collateral dependent.

               The Company considers estimated costs to sell, on a
               discounted basis, when determining the fair value of
               collateral in the measurement of impairment if those costs
               are expected to reduce the cash flows available to repay or
               otherwise satisfy the loans.  Prior to the adoption of SFAS
               No. 114 and 118, the allowance for possible loan losses
               related to these loans was based on estimated undiscounted
               cash flows or the fair value of the collateral, less
               estimated costs to sell for collateral dependent loans.

               Other real estate owned included both formally foreclosed
               and in-substance foreclosed real properties.  In accordance
               with SFAS No. 114, a loan is classified as an in-substance
               foreclosure when the Company has taken possession of the
               collateral regardless of whether formal foreclosure
               proceedings have taken place.  Prior to the adoption of SFAS
               No. 114 and SFAS No. 118, in-substance foreclosed properties
               included those properties where the borrower has little or
               no remaining equity in the property considering its fair
               value, where repayment was only expected to come from the
               operation or sale of the property; and where the borrower
               had effectively abandoned control of the property or it was
               doubtful that the borrower would be able to rebuild equity
               in the property.

               Changes in the allowance for loan losses for the nine months
               ended September 30, 1996 and 1995 are as follows:

                                             1996    1995
                                             ____    ____

                Balance at beginning of    $5,776  $6,452
                period

                Provisions (recovery) for       -       -
                loan losses
                Loans charged off            (142)   (512)

                Recoveries on loans           326     185
                previously charged-off        ___     ___

                Balance at end of period   $5,960  $6,125
                                            =====   =====

               At September 30, 1996, the recorded investment in loans that
               are considered to be impaired under SFAS No. 114 totaled
               $3,035,000. $2,538,000 of the amount considered impaired is 
               for a relationship that is highly collateralized and no loss
               of principal or interest is expected. The average recorded
               investments in impaired loans during the nine months ended
               September 30, 1996 was approximately $243,000.

               Impaired loans are generally included in non-performing
               loans and generally as non-accrual loans.  Commercial type
               loans past due greater than 90 days and still accruing are
               generally not considered to be impaired as the Company
               expects to collect all amounts due, including interest
               accrued at the contractual interest rate for the delinquent
               period. An exception would be the $2,538,000 loan
               relationship previously mentioned. The Company expects to
               collect all amounts due and interest payments are up to date
               however the principal payments have been extended creating a 
               delay. An other than insignificant delay requires the 
               application of SAFS No. 114. 

               When a loan is impaired and the future repayment of the
               recorded balance is doubtful, interest payments received are
               applied to principal and no interest income is recognized. 
               If the recorded loan balance is expected to be paid,
               interest income is generally recognized on a cash basis.

               For the nine months ended September 30, 1996, the Company
               recognized no interest income on the impaired loans during
               the period in which they were considered impaired.

          (4)  Income per Common Share

               Per share data is based upon the weighted average number of
               common shares outstanding during the year.  Common share
               equivalents (stock options) were not used  in the income per
               share calculation for the period ended September 30, 1996 or
               1995 as they dilute earnings per share by less than 3
               percent. Fully diluted per share data is not applicable.
               Because common share equivalents (stock options) were used
               in the calculation of first quarter 1996 earnings, the total
               of the first, second and third quarter earnings per share do
               not equal the year-to-date earnings per share.

          (5)  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, 1996, options to purchase
               301,600 shares were held  by grantees under the plan. The
               range of exercise prices of the options is $5.63 to $9.75
               per share with an average exercise price of $7.04 per share. 
               At September 30, 1996, options to acquire 206,100 shares
               were exercisable.  The remaining options become exercisable
               at various times through August 1998.  As of September 30,
               1996 options to acquire 1,850 shares have been exercised.

          (6)  Dividends

               At the March 1992 Board of Director's meeting, the Board
               approved the suspension of the dividend on common stock as
               part of its plan to preserve capital.  No dividends have
               been paid since 1991.
          <PAGE>
                        FNB ROCHESTER CORP.  AND SUBSIDIARIES

                       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, 1995
          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

          As in the first half of 1996, both loans and deposits have
          continued to grow. At September 30, 1996 loans totaled $300.4
          million, an increase of $46 million, or 18.2% from year end 1995.
          Increases in loans were primarily in commercial loans and
          residential mortgages. Deposits were $397.4 million which is an
          increase of $39.5 million from year end. All deposit categories,
          with the exception of NOW accounts, have shown  increases year to
          date. The decline in NOW accounts was primarily caused by a large
          account moving to trust assets. Also with the lower interest
          rates on NOW accounts over the last year more depositors are
          using no interest checking and placing their excess cash in money
          market accounts or certificates of deposit.  $28.7 million of the
          increase has been in certificates of deposit and of that amount
          certificates of $100,000 or more have declined $3.5 million and
          retail certificates have increased $32.2 million. Various
          certificate of deposit promotions over the last six months as
          well as growth in the Bank s new branches has caused the retail
          certificate increase. The Bank has funded a portion of its loan
          growth, on a temporary basis, with short term public fund
          certificates of deposit in amounts of $100,000 or more as an
          alternative to higher rate repurchase agreements or other
          borrowings. The increase in retail certificates of deposit in the
          quarter ended September 30, 1996 has  lessened the need for that
          type of funding and as a result certificates of deposit greater
          than $100,000 declined $8.1 million, or 12.3%, from $66.2 million
          at June 30, 1996.  Non-performing assets have increased $717,000
          to $2.4 million and .81% of total loans and real estate acquired
          by foreclosure, from .67% at year end 1995. Non-performing assets
          were also up slightly from .73% at the end of the June 1996
          quarter. The increase in non-performing assets is in loans past
          due 90 days or more and still accruing. 

          Net income for the nine months ended September  30, 1996
          increased $777,000, or 36.8%, to $2,886,000 from $2,109,000 for
          the same period in 1995.  Income per share increased to $.81, up
          $.22 in comparison to $.59 for the nine months ended September
          30, 1995.  For the three-month period income was $1,115,000, for
          an increase of $299,000, or 36.6%.  The increase in income for
          both the three-month and nine-month periods was primarily due to
          an increase in net interest income.  For the nine-month period
          ended September 30, 1996, non-interest income increased $407,000,
          or 20.7%, and non-interest expense increased $850,000, or 7.4%.
          1996 non-interest expense showed increases  in salaries and
          employee benefits and occupancy and was partially offset by a
          decrease in Federal Deposit Insurance assessment.

          Net Interest Income

          Net interest income for the nine-month period increased
          $1,414,000, or 11.3%, as compared to the period ended September
          30, 1995.  Increased small business and residential mortgage
          lending activity funded primarily with deposit growth continues
          to be the Bank's main focus. The increase in net interest income
          is primarily the result of increased commercial loan and
          residential mortgage loan volumes with offsetting interest
          expense from increased certificate of deposit volumes.   The net
          interest margin  has remained stable  through the first nine
          months of 1996. During this period the net interest margin has
          been at a high of 4.85% and a low of 4.83%.  While management is
          attempting to maintain interest margins, anticipated increases in
          interest costs of certificates of deposit and other borrowed
          funds may make it  increasingly difficult to do so.  Interest
          margins may decline in the future months as much of the Bank s
          recent funding growth has been  in higher-yielding certificates
          of deposit and other borrowed funds as the Bank increased its
          funding to offset the outflow of deposits from the anticipated
          sale of the Odessa Banking Office (see Sale of Odessa Banking
          Office).

          Increased loan volume caused interest and fees on loans to
          increase $905,000, or 15.9%, for the three-month period ended
          September 30, 1996 and $2,850,000, or 17.9%, for the nine-month
          period as compared to the same period in 1995.

          Average commercial loans  increased $30.3 million, or 20.7%, from
          the period  ended September 30, 1995 to the period ended
          September 30, 1996. The increased volume contributed $2,164,000
          to income, which was partially offset by rate declines that
          reduced income by $642,000.  Average mortgage loans increased
          $29.6 million, or 80.7%. The increase in the mortgage portfolio
          was primarily made up of 15 year fixed rate mortgages and the 
          rates for those mortgages being placed in the portfolio in 1996
          have declined from 1995. Increased mortgage volumes caused an
          increase in interest income of $1,476,000 while lower rates
          caused a $278,000 decline for a net increase of $1,198,000.
          Average home equity loans declined $306,000 and income has
          declined $106,000.  Average consumer loans increased $3.2
          million, or 17%, and the result for the period was an increase in
          interest income of $206,000 from volume and $30,000 from higher
          rates.   

          Interest expense increased $925,000, or 10.3%, for the nine-month
          period ended September 30, 1996 as compared to the period ended
          September 30, 1995.  The savings, NOW, and money market
          categories of deposits have shown only modest growth and the
          $247,000 decline in interest expense is primarily attributable to
          lower rates.  Average balances for certificates of deposit
          increased $7 million for the three-month period and $33.1 million
          for the nine-month period ended September 30, 1996 from December
          31, 1995. The Bank s deposit growth  in certificates of deposit 
          resulted in $813,000 additional interest expense due to increased
          balances and $130,000 because of  increased rates.  Average total
          certificates of deposit have increased $39.7 million from
          September 30, 1995 to September 30, 1996. 

          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 recoveries of $184,000 for the nine-month period
          ended September 30, 1996 as compared to net charge-offs of
          $327,000 for the same period in 1995.  Net charge-offs
          (recoveries) (annualized) as a percent of average loans were
          (.09)% and .20% for the nine months ended September 30, 1996 and
          1995.  The ratios of the allowance for possible loan losses as a
          percent of period end loans for the comparable period were 1.98%
          and 2.50% respectively. Non performing assets declined 10.2% to
          $2.4 million at September 30, 1996  from $2.7 million at
          September 30, 1995.  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, 1996 to absorb
          anticipated losses.  It is anticipated that further additions to
          the allowance will not be necessary in 1996 unless there are
          significant changes in the local economy or higher than
          anticipated loan growth.

          Non-Interest Income and Non-Interest Expense

          Non-interest income of $2,370,000 for the first nine months of
          1996 represents an increase of $407,000, or 20.7%, from
          $1,963,000 for the comparable period in 1995. The increase was
          primarily caused by increases in service charges on deposit
          accounts. Non-interest income for the three-month period ended
          September 30, 1996 increased $199,000, or 29.7%, over the same
          period in 1995.

          Non-interest expense was $12,280,000 for the first nine months of
          1996 as compared to $11,430,000 for the comparable period in
          1995, an increase of $850,000, or 7.4%. The largest components of
          non-interest expense for the nine-month period ended September
          30, 1996 were salaries and employee benefits of $6,849,000 which
          increased $802,000, or 13.3%, from $6,047,000 for the same period
          in 1995 and occupancy which increased $578,000, or 29.7%.  Both
          increases were caused primarily by expenses associated with new
          banking offices as well as the addition of personnel to both
          trust  and commercial lending. The Bank opened three new banking
          offices in 1995 and a fourth in 1996 as well as moving an
          existing office to a new facility in January of 1996. The Town of
          Greece, NY banking office was recently  demolished and a new
          facility constructed on the site has opened for business.
          Occupancy expense has also increased because of technological
          improvements. Offsetting the increases was a reduction in Federal
          Deposit Insurance assessment of $315,000. With  continued growth
          and facility upgrades, as well as technological improvements, the
          Bank's  operating expenses are expected to continue to increase.

          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% and 4.28% for the
          years ended December 31, 1994 and 1995 respectively, to 4.02% for
          the nine-month period ended September 30, 1996. The ratio for the
          three-month period ended September 30, 1996 was 3.89%.   

          Provision for Income Taxes

          The provision for income tax was $1,149,000 for the period ended
          September 30, 1996 as compared to $955,000 at September 30, 1995. 
          The Company s effective tax rates for the periods were 28.5% and
          31.2% for 1996 and 1995 respectively.  The decreased effective
          rate for 1996 was caused by the Company's ability to recognize
          deductible temporary differences in 1996 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 in 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 $28,038,000 at September 30, 1996,
          which represents an increase of $2,192,000, or 8.5% from
          $25,846,000 at December 31, 1995.  Capital increased primarily
          because of  $2,886,000 from earnings and was offset by a decline
          of $704,000 from a decrease in the market value of the available-
          for-sale securities portfolio.

          At September  30, 1996, the Company and its banking subsidiary
          exceeded the minimum guidelines for Tier 1 and Total Risk-Based
          Capital of 4% and 8%, respectively. The Company's ratios were
          9.79% and 11.05% respectively, at September 30, 1996.  Banking
          organizations must also maintain a minimum Tier 1 Leverage Ratio
          of 3% of assets. Banking organizations that are not top-rated
          according to regulators' "Camel" ratings, however must meet
          leverage ratios of at least 100 basis points above the 3%
          standard. The Company's Tier 1 Leverage Ratio at September 30,
          1996 was 6.47%. 

          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 1996.

          Sale of Odessa Banking Office

          The Bank signed an agreement on July 10, 1996, with Tompkins
          County Trust Company to sell its Odessa N.Y. Banking Office. The
          office has customer deposits totaling approximately $10 million
          and the transaction is expected to close in November of 1996. The
          Bank anticipates a premium of approximately $500,000 as well as
          realizing a gain of approximately $100,000 on the sale of the
          land, building, certain loans and other assets.  The Odessa
          Office is the only remaining office not located in any of the
          Bank's primary market areas and the sale will allow the Bank to
          refocus its resources.
          <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
          <PAGE>
          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          Exhibit 27
                   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 8, 1996    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  Exhibit 27

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