UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  20549


                                  FORM 10-Q


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

          For the quarterly period ended: FEBRUARY 28, 1997

                                      OR

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

           For the transition period from _________ to ___________

                      Commission File Number  0-17709


                            RCSB FINANCIAL, INC.
            (Exact name of registrant as specified in its charter)


           DELAWARE                                   16-1484699
(State or other jurisdiction of         (I.R.S. employer identification number)
incorporation or organization)


235 EAST MAIN STREET, ROCHESTER, NEW YORK                  14604
 (Address of principal executive offices)                (Zip Code)


                               (716) 423-7270
             (Registrant's telephone number including area code)


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 such 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  
                                                   ----     ---- 

Number of shares of common stock outstanding on March 31, 1997: 14,475,280



                                      -1- 


<PAGE>
                    RCSB FINANCIAL, INC. AND SUBSIDIARIES

                                  FORM 10-Q

                            For the Quarter Ended
                              February 28, 1997

                                    INDEX
<TABLE>
<CAPTION>



                                                                                Page
                                                                                ----
<S>         <C>                                                                 <C>

PART I -    FINANCIAL INFORMATION

ITEM 1 -    FINANCIAL STATEMENTS

            Consolidated Balance Sheets as of
            February 28, 1997 and November 30, 1996                                3

            Consolidated Statements of Income for the three
            months ended February 28, 1997 and February 29, 1996                   4

            Consolidated Statements of Changes in Shareholders' Equity
            for the three months ended February 28, 1997 and February 29, 1996     5

            Consolidated Statements of Cash Flows for the three months
            ended February 28, 1997 and February 29, 1996                          6

            Notes to Consolidated Financial Statements                             8

ITEM 2 -    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS                                             11


PART II -   OTHER INFORMATION

ITEM 6 -    EXHIBITS AND REPORTS ON FORM 8-K                                      17

SIGNATURES                                                                        18
</TABLE>



                                      - 2 -

<PAGE>

<TABLE>
<CAPTION>



                                   RCSB FINANCIAL, INC. AND SUBSIDIARIES
                                        CONSOLIDATED BALANCE SHEETS
                                                (Unaudited)
                                                 (millions)


                                                                               FEBRUARY 28,     November 30,
                                                                                   1997             1996
                                                                              --------------  --------------
<S>                                                                   <C>     <C>             <C>

ASSETS
Cash and due from banks                                                       $        86.1   $        56.6 
Interest-bearing deposits in banks                                                      3.7             7.7 
Securities available for sale, at fair value (amortized cost $20.7
  in 1997 and $21.1 in 1996)                                                           18.4            18.8 
Securities held to maturity, at amortized cost (fair value $1,591.0
  in 1997 and $1,634.4 in 1996)                                                     1,606.2         1,639.0 
Loans receivable:
  Residential mortgage                                                                738.3           763.1 
  Automobile                                                                        1,059.8           994.8 
  Commercial mortgage                                                                  53.8            55.2 
  Consumer and other                                                                   86.0            85.3 
  Residential mortgage held for sale                                                  108.6           150.5 
                                                                              --------------  --------------
     Total loans receivable                                                         2,046.5         2,048.9 
   Allowance for loan losses                                                          (28.2)          (28.2)
                                                                              --------------  --------------
     Net loans receivable                                                           2,018.3         2,020.7 

Premises and equipment                                                                 38.9            39.6 
Federal Home Loan Bank stock                                                           41.6            34.7 
Loan servicing assets                                                                 104.7           118.4 
Other real estate                                                                       5.1             6.2 
Other assets                                                                          109.4            72.6 
                                                                              --------------  --------------

       Total assets                                                           $     4,032.4   $     4,014.3 
                                                                              ==============  ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits                                                                      $     2,368.3   $     2,368.7 
Federal Home Loan Bank:
  Repurchase agreements                                                               434.3           390.6 
  Other borrowings                                                                    248.7           232.4 
Other repurchase agreements and borrowings                                            469.9           484.8 
Mortgagors' deposits under escrow agreements                                           73.7            66.2 
Other liabilities                                                                     121.1           147.7 
                                                                              --------------  --------------

       Total liabilities                                                            3,716.0         3,690.4 
                                                                              --------------  --------------

Commitments and contingent liabilities
SHAREHOLDERS' EQUITY:
  Common stock, at par value                                                           15.4            15.4 
  Paid-in capital in excess of par value                                              159.8           159.5 
  Surplus fund                                                                         51.1            51.1 
  Undivided profits                                                                   114.3           106.9 
  Loans to employee stock plan                                                         (3.0)           (3.2)
  Net unrealized holding loss on securities, net of taxes                              (4.0)           (4.2)
  Treasury stock, at cost (.597 and .057 shares in
     1997 and 1996, respectively)                                                     (17.2)           (1.6)
                                                                              --------------  --------------

        Total shareholders' equity                                                    316.4           323.9 
                                                                              --------------  --------------

       Total liabilities and shareholders' equity                             $     4,032.4   $     4,014.3 
                                                                              ==============  ==============

</TABLE>


                                                      - 3 -

<PAGE>
<TABLE>
<CAPTION>





                      RCSB FINANCIAL, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                      (millions, except per share amounts)

                                                          Three Months Ended
                                                      FEBRUARY 28,   February 29,
                                                          1997           1996
                                                     -------------  -------------
<S>                                                  <C>            <C>

Interest income:
  Interest and fees on loans                         $        44.9  $        43.6
  Interest on mortgage-backed and other securities            29.3           27.4
  Other interest income                                        0.1            0.2
                                                     -------------  -------------

        Total interest income                                 74.3           71.2
                                                     -------------  -------------

Interest expense:
  Interest on deposits                                        25.6           25.0
  Interest on FHLB borrowings and
    repurchase agreements                                     10.2            8.4
  Interest on other repurchase agreements
    and borrowings                                             6.3            6.1
                                                     -------------  -------------

        Total interest expense                                42.1           39.5
                                                     -------------  -------------

Net interest income                                           32.2           31.7
  Provision for loan losses                                    4.0            2.7
                                                     -------------  -------------

Net interest income after
  provision for loan losses                                   28.2           29.0
                                                     -------------  -------------

Noninterest income:
  Mortgage banking                                            16.0           10.2
  Retail banking                                               1.8            2.4
  Automobile loan banking                                        -            0.5
  Net securities sale gains                                    0.1              -
                                                     -------------  -------------

         Total noninterest income                             17.9           13.1
                                                     -------------  -------------

Operating expenses:
  Salaries, commissions and benefits                          18.6           15.7
  Occupancy                                                    5.2            4.9
  Marketing                                                    0.7            0.2
   Other                                                       5.7            6.4
                                                     -------------  -------------

        Total operating expenses                              30.2           27.2
                                                     -------------  -------------

Income before income taxes                                    15.9           14.9
  Provision for income taxes                                   6.2            5.2
                                                     -------------  -------------

Net income                                           $         9.7  $         9.7
                                                     =============  =============

Net income per common share (fully diluted)          $        0.63  $        0.53
                                                     =============  =============

Net income applicable to common shares               $         9.7  $         8.4
                                                     =============  =============

Net income per common share (primary)                $        0.63  $        0.61
                                                     =============  =============
</TABLE>


                                      - 4 -

<PAGE>

<TABLE>
<CAPTION>



                                RCSB FINANCIAL, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CHANGES
                                        IN SHAREHOLDERS' EQUITY
                                              (Unaudited)
                                  (millions, except per share amounts)


                                                                            Three  Months Ended
                                                                      FEBRUARY 28,      February 29,
                                                                          1997              1996
                                                                    ----------------  ----------------
<S>                                                                 <C>               <C>
Shareholders' equity at beginning of period                         $         323.9   $         375.9 

Net income                                                                      9.7               9.7 
Repurchase of RCSB common stock                                               (15.6)            (13.0)
Common stock options exercised                                                  0.3               0.8 
Dividends declared on preferred stock                                             -              (1.3)
Dividends declared on common stock ($0.15 and
   $0.12 per share in 1997 and 1996, respectively)                             (2.3)             (1.6)
Loan repayments from employee stock plan                                        0.2               0.4 
Change in net unrealized holding loss on securities, net of taxes               0.2               0.4 
                                                                    ----------------  ----------------

Shareholders' equity at end of period                               $         316.4   $         371.3 
                                                                    ================  ================
</TABLE>




                                      - 5 -

<PAGE>
<TABLE>
<CAPTION>

                                RCSB FINANCIAL, INC. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (Unaudited)
                                              (millions)

                                                                            Three Months Ended
                                                                       FEBRUARY 28,      February 29,
                                                                          1997              1996
                                                                    ----------------  ----------------
<S>                                                                 <C>               <C>

OPERATING ACTIVITIES:
     Net income                                                     $           9.7   $           9.7 
    Adjustments to reconcile net income to net
       cash provided by operating activities:
        Provision for loan losses                                               4.0               2.7 
        Amortization of loan servicing rights                                   3.7               3.3 
        Gains on the sale of loans, securities, loan
          servicing rights and other real estate                               (4.1)                - 
        Amortization of intangible assets, hedging gains
          or losses, and securities premiums or discounts                       1.3               0.5 
        Depreciation and other amortization                                     2.1               2.2 
        Deferred income tax provision (benefit)                                 1.5              (0.8)
        (Increase) decrease in mortgage loans held for sale                    41.9             (39.5)
        (Increase) decrease in other assets, net                              (39.7)             83.2 
        Increase (decrease) in accrued expenses                                 1.5              (0.5)
         Decrease in loans to employee stock plan                               0.2               0.4 
                                                                    ----------------  ----------------

          Net cash provided by operating activities                            22.1              61.2 
                                                                    ----------------  ----------------

INVESTING ACTIVITIES:
    Decrease in interest-bearing deposits in banks                              4.0               4.3 
    Purchases of:
       Securities available for sale                                          (24.7)                - 
       Securities held to maturity                                            (25.2)           (301.9)
       Premises and equipment, net                                             (1.4)             (2.2)
       Loan servicing rights, including those on originated loans              (6.3)            (12.8)
    Loan originations:
       Residential mortgage                                                    (1.8)             (0.5)
       Automobile                                                            (174.3)           (141.2)
       Other                                                                   (4.1)             (4.4)
    Proceeds from sales of:
       Securities available for sale                                           24.8                 - 
       Loan servicing rights                                                   20.0                 - 
       Other real estate                                                        3.1               0.4 
    Principal repayments on:
       Securities available for sale                                            0.4               2.0 
       Securities held to maturity                                             58.2              55.4 
       Loans                                                                  135.2             129.5 
    Increase in FHLB stock                                                     (6.9)                - 
                                                                    ----------------  ----------------

        Net cash provided (used) by investing activities                        1.0            (271.4)
                                                                    ----------------  ----------------

/TABLE>



                                                      - 6 -

<PAGE>

</TABLE>
<TABLE>
<CAPTION>

                                 RCSB FINANCIAL, INC. AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (Unaudited)
                                              (millions)

                                                                             Three Months Ended
                                                                       FEBRUARY 28,      February 29,
                                                                            1997              1996
                                                                    ----------------  ----------------
<S>                                                                  <C>               <C>

(Continued)
FINANCING ACTIVITIES:
     Increase (decrease) in deposits                                           (0.4)             31.7 
    Increase in FHLB borrowings
       and repurchase agreements                                               60.0              69.3 
    Increase (decrease) in other repurchase agreements
       and borrowings                                                         (14.9)            196.0 
    Increase (decrease) in mortgagors' escrow deposits                          7.5              (4.8)
    Decrease in other liabilities                                             (28.2)            (47.3)
    Net proceeds from exercise of stock options                                 0.3               0.8 
    Purchase of RCSB common stock                                             (15.6)            (13.0)
    Dividends paid on preferred stock                                             -              (1.3)
    Dividends paid on common stock                                             (2.3)             (1.7)
                                                                    ----------------  ----------------

        Net cash provided by financing activities                               6.4             229.7 
                                                                    ----------------  ----------------

        Increase in cash and cash equivalents                                  29.5              19.5 

 Cash and cash equivalents at beginning of period                              56.6              78.9 
                                                                    ----------------  ----------------

Cash and cash equivalents at end of period                          $          86.1   $          98.4 
                                                                    ================  ================



Supplemental cash flow disclosures:
    Cash paid during the period for:
        Interest                                                    $          41.0   $          38.4 
        Income taxes                                                            1.1               2.6 
    Non-cash activities:
        Additions to other real estate through foreclosure                      1.5               1.8 

</TABLE>



                                                      - 7 -

<PAGE>

                    RCSB FINANCIAL, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONDENSED)
                              FEBRUARY 28, 1997
                                 (Unaudited)

1.     BASIS OF PRESENTATION

The accompanying consolidated financial statements, which include the accounts
of  RCSB Financial, Inc. and its subsidiaries (RCSB or the Company), have been
prepared  in accordance with the instructions for Form 10-Q, and therefore, do
not  include  all  information   and  footnotes   necessary  for  a   complete
presentation  of  financial  position, results of operations and cash flows in
accordance  with  generally  accepted  accounting  principles.  The  financial
statements  and the information under the heading "Management's Discussion and
Analysis  of Financial Condition and Results of Operations" are prepared under
the presumption that the interim consolidated financial statements are read in
conjunction  with  the Company's Annual Report on Form 10-K for the year ended
November 30, 1996.

In  the  opinion  of management, the unaudited, consolidated interim financial
statements  of  RCSB  Financial, Inc. and subsidiaries reflect all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation of
the  statements.  The  results  of  operations  for the interim period are not
necessarily  indicative of the results of operations which may be expected for
the entire year.  For consistency among the periods presented, certain amounts
in  the  prior year's consolidated financial statements have been reclassified
to conform with the 1997 presentation.

2.     ACCOUNTING CHANGES

RCSB  adopted  Financial  Accounting  Standards Board (FASB) Statement No. 121
entitled  "Accounting  for  the  Impairment   of  Long-Lived  Assets  and  for
Long-Lived  Assets  to  Be  Disposed  Of"  on December 1, 1996.  The statement
requires  that  long-lived  assets  and certain identifiable intangibles to be
held  and  used  by  a  company  be reviewed for impairment whenever events or
changes  in  circumstances indicate the carrying amount of an asset may not be
recoverable.    In  performing  the  review  for recoverability, companies are
required  to estimate the future cash flows expected to result from the use of
the  asset  and  its  eventual disposition. Under Statement 121, an impairment
loss  is  recognized  if the sum of the undiscounted future cash flows is less
than  the  carrying  amount  of  the  asset.    The statement also establishes
standards  for  recording  an  impairment  loss  for certain assets subject to
disposal.  Excluded from the scope of the statement are financial instruments,
mortgage and other loan servicing assets, deposit intangibles and deferred tax
assets.    Implementing the provisions of Statement 121 had no material impact
on the Company's consolidated financial statements on the date of adoption.

RCSB  adopted  the  disclosure requirements of FASB Statement No. 123 entitled
"Accounting for Stock-Based Compensation" effective December 1, 1996.  Related
disclosures  will  be  included  in the Company's financial statements for the
full  year  ending  November  30,  1997.   Statement 123 permits, but does not
require,  companies  to  use  a  fair-value-based  method  of  accounting  for
stock-based  compensation plans including stock options and stock appreciation
rights.   Under the fair value method, compensation cost is measured as of the
date stock awards are granted based on the value of the awards, and expense is
generally  recognized  over  the  vesting  period. Companies such as RCSB that
elect  to  continue  using  the  intrinsic-value-based method under Accounting
Principles  Board  (APB)  Opinion  No.  25,  are required to provide pro forma
disclosures  of  net  income  and  net  income  per  share in annual financial
statements, as if the fair-




                                      - 8 -

<PAGE>
value-based method had been applied.  Under the intrinsic method, compensation
cost  is  the excess, if any, of the market price of the stock as of the grant
date over the amount employees must pay to acquire the stock or over the price
established for determining appreciation.  Under RCSB's compensation policies,
there is no such excess on the dates of grant.

On  January  1, 1997, RCSB adopted FASB Statement No. 125 entitled "Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and  Extinguishments of
Liabilities,"  which  provides   guidance  for   distinguishing  transfers  of
financial  assets  that are sales from transfers  that are secured borrowings.
The  statement  requires  the  application  of a financial-components approach
which,  following  a  transfer, results in recognizing in financial statements
the assets an entity controls and removing from financial statements assets it
no longer controls.  A transferor has surrendered control, in general, only if
the  transferred  assets  have  been legally isolated from the transferor, the
transferee  obtains the right to pledge or exchange the assets and there is no
agreement that entitles  or obligates the transferor to repurchase the assets.
Liabilities  are  eliminated  from  financial  statements  only  when they are
extinguished.    The  new standard applies to all transactions occurring after
December  31,  1996,  except those involving collateral pledges and securities
repurchase   agreements  for  which  the  rule  change  is  delayed  one year.
Application  of  the  pronouncement had no material effect on the consolidated
financial position of RCSB.

3.     RECENTLY  ISSUED  ACCOUNTING  STANDARD

In  February  1997,  the  FASB issued Statement No. 128 entitled "Earnings per
Share."  The  statement  revises  standards  for  computing and presenting net
income  per  share by (a) replacing   primary  net income  per
share  with basic net income per share,  (b)  requiring dual
presentation  of  basic  and  diluted  net  income per share for entities with
complex capital structures and (c) requiring a reconciliation of the basic net
income per share computation to diluted net income per share. Basic net income
per  share  is  calculated  by   dividing  net   income  available  to  common
shareholders  by  the weighted-average number of common shares outstanding for
the  period.    Diluted  net income per share includes the effect of potential
dilution  that  could  occur  if securities or other contracts to issue common
stock  were  exercised  or  converted  into  common shares.  This statement is
effective  beginning  in RCSB's 1998 fiscal year.  The effect of Statement 128
on  the  Company's  earnings  per  share calculations has not been determined.


4.     CERTAIN COMMON STOCK TRANSACTIONS

In  October 1996, RCSB's Board of Directors authorized the repurchase of up to
1.5  million  shares  of  the Company's common stock.  Through March 1997, 0.9
million  shares  have  been  repurchased  at  a  cost of $28.9 million and the
Company  is continuing to acquire shares under the program, subject to pricing
and other market considerations.

On  March  26,  1997, the Board of Directors declared a cash dividend of $0.15
per  common  share, payable May 1, 1997 to shareholders of record on April 15,
1997.




                                      - 9 -

<PAGE>

5.     NET  INCOME  PER  SHARE

Primary  net  income  per  common  share  amounts  for  the three months ended
February  28, 1997 and February 29, 1996 were computed by dividing net income,
reduced  by  preferred stock dividends in 1996, by the weighted average number
of  common shares outstanding during the periods.  The weighted average number
of  common  shares outstanding totaled 15,427,898 and 13,733,308 for the three
months  ended February 28, 1997 and February 29, 1996, respectively, including
417,855  common  stock  equivalents  in  1997  relating  to  outstanding stock
options.

Fully  diluted net income per common share for the three months ended February
28, 1997 was computed by dividing net income by the weighted average number of
common  and  common  equivalent  shares outstanding.  For the 1996 period, net
income  was divided by the sum of the weighted average number of common shares
outstanding and the common shares issuable if all outstanding preferred shares
were converted to common at the beginning of the period.  The weighted average
number  of  common  shares  utilized totaled 15,460,807 and 18,403,260 for the
three  months  ended  February  28,  1997 and February 29, 1996, respectively,
including  common  stock  equivalents of 450,764 shares in 1997. There were no
materially  dilutive  common  stock  equivalents  in  1996.

6.     POSSIBLE  SALE  OF  COMMERCIAL  MORTGAGE  LOANS

In late March 1997, the Company began supplying information to parties who may
have  an  interest  in purchasing certain identified commercial mortgage loans
currently  in  RCSB's  portfolio.  The  identified  loans have unpaid balances
totaling  approximately  $41.0 million.  Potential buyers are being instructed
to  submit bids in early May 1997 which may be accepted, rejected or countered
by  RCSB  at  its sole discretion.  While the outcome of any potential sale of
the  offered  loans  is not determinable at this time, the Company believes
that  its allowance for loan losses is sufficient to absorb any loss that
may  result.





                                      - 10 -

<PAGE>

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

RESULTS OF OPERATIONS

RCSB  Financial,  Inc. and subsidiaries reported net income of $9.7 million or
$0.63  per  fully  diluted share for the three months ended February 28, 1997,
compared  to  $9.7  million  or $0.53 per  share in the first quarter of 1996.
While  pretax  earnings  in  the  first quarter of 1997 rose by 6.6%, a higher
effective  rate of income tax in the current year resulted in net income equal
to  the  amount  earned  in the 1996 first quarter.  The improvement in pretax
earnings  was  aided  by  higher  levels  of net interest income and growth in
mortgage  banking  revenues,  including  a  $3.6  million  gain on the sale of
mortgage  servicing  rights.  Revenue gains were partially offset by increased
operating  expenses  and  a  higher  loan  loss provision.  Earnings per fully
diluted  share  increased  by  18.9% in the 1997 first quarter, reflecting the
significant reduction in outstanding shares since the year-ago period.

Net  interest  income for the first quarter of 1997 was $32.2 million, up 1.6%
from  $31.7  million  in  1996.   The increase resulted from a widening of the
average   interest   rate   spread   in  RCSB's   portfolios,   purchases   of
mortgage-backed  securities during the latter three quarters of 1996 and a 23%
increase  in average automobile loans outstanding.  Asset growth was funded by
additional  borrowings  and  higher levels of customer deposits.  Net interest
income was also affected by interest expense on borrowings utilized by RCSB to
repurchase common stock.

Automobile  loan  originations  increased 23.5% to $174.3 million in the first
quarter  of  1997  from  $141.2  million  in  1996.   Higher originations were
achieved  in both existing and new markets.  In December 1996, American Credit
Services,  Inc.  (ACSI), the Company's automobile lending subsidiary, expanded
into  the  mid-Atlantic  market  with  the  opening  of  a  regional office in
Baltimore,  Maryland.    Opportunities for further expansion are considered by
ACSI on an ongoing basis.

RCSB's interest rate spread rose to 3.19% in 1997 from 2.98% in 1996 due to an
increase in the average yield on interest-earning assets and a decrease in the
average  rate  on  interest-bearing liabilities.  The spread was affected by a
widening  during  the  past  year  in  the  average  difference between market
interest  rates  on  longer-term financial instruments and those on short-term
instruments.  Because RCSB's assets generally have longer terms to maturity or
repricing   than  its   liabilities,  the  increase  experienced   in  general
marketplace  spreads  had  a positive influence on the Company's interest rate
spread.    Changes in the mix of interest-earning assets also contributed to a
wider  overall spread.  Automobile loans, which generally carry higher yields,
totaled 28.0% of average interest-earning assets in 1997, compared to 23.5% in
1996.    Net  interest margin, which is influenced by the interest rate spread
and  changes  in  the  relationship  of   interest-earning  asset  volumes  to
interest-bearing  liability  volumes, decreased to 3.45% in 1997 from 3.50% in
1996,  primarily  due  to the addition of borrowings utilized for common stock
repurchases.

The  following  table  presents  information for the first quarter of 1997 and
1996  regarding interest yields and rates, average earning asset and liability
volumes,  and  the allocation of interest variations between amounts caused by
volumes and amounts attributable to rates.  No tax equivalent adjustments have
been made for minor amounts of tax-exempt income earned by RCSB.




                                      - 11 -
<PAGE>

<TABLE>
<CAPTION>

                         AVERAGE BALANCES, YIELDS AND RATES AND CHANGES IN INTEREST INCOME AND EXPENSE
                                                    (dollars in millions)

                                                     Three Months Ended
                                 --------------------------------------------------------
                                      FEBRUARY 28, 1997             February 29, 1996
                                 --------------------------------------------------------

                                                                                               Change
                                 Average              Yield/   Average              Yield/       in         Change due to
                                 Balance   Interest    Rate    Balance   Interest    Rate     Interest    Volume     Rate
                                --------  ---------  -------  --------  ---------  -------  ----------  --------  --------
<S>                              <C>       <C>        <C>      <C>       <C>        <C>      <C>         <C>       <C>

INTEREST-EARNING
ASSETS:
Federal funds and
  interest-bearing  deposits    $    8.0  $     0.1    4.53%  $   14.1  $     0.2    5.57%  $    (0.1)  $  (0.1)  $     - 
Mortgage-backed and
 other securities                1,707.1       29.3    6.86    1,648.2       27.4    6.66         1.9       1.0       0.9 
Loans receivable, net            2,019.8       44.9    8.90    1,967.3       43.6    8.86         1.3       1.2       0.1 
                                --------  ---------           --------  ---------           ----------  --------  --------
 Total interest-
   earning assets               $3,734.9       74.3    7.96   $3,629.6       71.2    7.85         3.1       2.1       1.0 
                                ========  ---------           ========  ---------           ----------  --------  --------

INTEREST-BEARING
LIABILITIES:
Transaction, money market
 and savings deposits           $1,057.0        6.4    2.44   $1,013.6        6.0    2.37         0.4       0.3       0.1 
 Term deposits                   1,368.5       19.2    5.68    1,286.9       19.0    5.93         0.2       1.2      (1.0)
                                --------  ---------           --------  ---------           ----------  --------  --------
  Total deposits                 2,425.5       25.6    4.27    2,300.5       25.0    4.36         0.6       1.5      (0.9)

FHLB borrowings
  and repurchase agreements        715.5       10.2    5.80      561.9        8.4    6.02         1.8       2.2      (0.4)
Other repurchase agreements
   and borrowings                  438.7        6.3    5.83      402.2        6.1    6.14         0.2       0.5      (0.3)
                                --------  ---------           --------  ---------           ----------  --------  --------
 Total interest-
   bearing liabilities          $3,579.7       42.1    4.77%  $3,264.6       39.5    4.87%        2.6       4.2      (1.6)
                                ========  ---------           ========  ---------           ----------  --------  --------

Net interest income                       $    32.2                     $    31.7           $     0.5   $  (2.1)  $   2.6 
                                          =========                     =========           ==========  ========  ========

Excess of interest-earning
  assets over interest-bearing
  liabilities                   $  155.2                      $  365.0

RATIOS:
Interest rate spread                                   3.19%                         2.98%
Net interest margin                                    3.45                          3.50 
</TABLE>



                                                      - 12 -
<PAGE>

RCSB's   first  quarter  provision for  loan  losses was $4.0 million in 1997,
compared  to $2.7 million in 1996.  The higher provision in 1997 was primarily
due to growth in automobile loan originations and increased charge-offs in the
auto  loan  portfolio,  which is $195.3  million larger than in February 1996.
Nationwide  trends  in  the  collection  of  consumer  loans have affected the
Company's   automobile   loan   portfolio,  resulting   in   somewhat   higher
delinquencies  and  charge-offs.    The  adequacy  of  the Company's loan loss
allowance  is  evaluated  quarterly  with consideration given to the status of
particular  loans, the risk characteristics of each loan portfolio, historical
charge-offs and recoveries, the regulatory environment, current appraisals and
economic and market conditions. RCSB's allowance for loan losses totaled $28.2
million  at  February  28, 1997 and November 30, 1996, representing 104.9% and
116.7%, respectively, of nonperforming loans.

Mortgage  banking  noninterest  income increased 55.8% to $16.0 million in the
first quarter of 1997, from $10.2 million in 1996.  The increase resulted from
several  favorable  trends  and  transactions: a gain on the sale of servicing
rights,  increased  revenue from servicing mortgage loans and improved results
from  selling  mortgage  loans originated for sale.  The February 1997 sale of
rights  to  service $1.1 billion of residential mortgage loans produced a gain
of  $3.6  million.  American Home Funding, Inc. (AHF), RCSB's mortgage banking
subsidiary, also held, on average, a larger portfolio of servicing than in the
first  quarter  of  1996  and earned a greater amount of servicing fee income.
Furthermore,  the  market  for originating residential mortgage loans was more
favorable  with  respect to pricing in the 1997 quarter, resulting in improved
financial  results from the sale of loans.  The volume of loans originated for
sale  decreased  2%  from the year-ago quarter to $322.0 million in 1997.  The
subsidiary's  portfolio  of  loans serviced for others totaled $8.3 billion at
February  28,  1997,  compared  to  $8.5  billion  at  February  29,  1996.

RCSB's  retail  banking  unit,  Rochester  Community  Savings  Bank, generated
noninterest  income  of $1.8 million in the first quarter of 1997, compared to
$2.4  million  in  1996.  Earnings in this category represent fees and service
charges collected for various deposit-related activities and revenues from the
bank's  insurance  sales  operation.   Prior to September 1996, retail banking
noninterest  revenues  also  included  commissions  from  securities brokerage
activities.   Deposit related fees and service charges rose by $0.2 million in
1997 due to the Company's continued expansion in the Buffalo, New York market.
One  branch office  was opened during the  first quarter of 1997, bringing the
total  number of RCSB branches in Buffalo to 15.  The decrease in total retail
banking  noninterest  revenue  relates  to  the  September  1996  transfer  of
securities  brokerage  activities  to  an independent third party which offers
securities  products and services through RCSB's retail banking offices.  RCSB
no  longer  receives  commission  revenues  from  securities activities but is
reimbursed  by  the  independent  securities  firm  for  its use of the bank's
facilities.

Operating expenses were $30.2 million in the first quarter of 1997 compared to
$27.2  million  in the prior year.  The increase was primarily attributable to
the  expansion  of AHF's loan origination network and expenses associated with
higher  loan  origination and servicing volumes at ACSI. Costs associated with
recently  opened  retail  banking  branches and various information technology
enhancement projects also contributed to the rise in operating expenses.

While  still  slightly  below  a  normal  rate  of  income taxes for RCSB, the
Company's  effective  tax rate increased to 39.0% in the first quarter of 1997
from  35.0%  in  1996.   Reductions in RCSB's deferred tax valuation allowance
during both years accounted for most of the difference from normal rates..



                                      - 13 -

<PAGE>

FINANCIAL  CONDITION
--------------------

At  February  28,  1997,  RCSB's  total assets were $4.03 billion, compared to
$4.01 billion at November 30, 1996.  Loans totaled $2.02 billion at the end of
the  first  1997  quarter  and at November 30, 1996.  Growth in the automobile
loan  portfolio,  which  increased  to $1.06 billion at February 28, 1997 from
$994.8 million at the end of the 1996 fiscal year, was offset by a decrease in
residential  mortgage  loans,  including  those  held  for  sale.

Securities held to maturity declined slightly to $1.61 billion at February 28,
1997,  compared  to  $1.64  billion  at  November 30, 1996.  Deposits of $2.37
billion  at  February 28, 1997 were unchanged from November 30, 1996.  Federal
Home  Loan Bank borrowings, repurchase agreements and other borrowings totaled
$1.15  billion at February 28, 1997, compared to $1.11 billion at November 30,
1996.

At  February  28,  1997,  the  Company's portfolios are liability sensitive to
interest  rate  changes  in  the  one-year timeframe to the extent of 11.1% of
total  assets.  The one-year gap was liability sensitive to the extent of 6.9%
of  assets  at November 30, 1996.  Shareholders' equity totaled $316.4 million
or $21.36 per common share at February 28, 1997, compared to $323.9 million or
$21.12  per  common share at November 30, 1996.  The decrease in shareholders'
equity  resulted  from ongoing purchases of RCSB common stock.  Under the most
recent  stock  repurchase  program,  RCSB's  Board of Directors authorized the
acquisition  of up to 1.5 million common shares.  As of February 28, 1997, 0.6
million  common  shares  had  been  purchased  at a cost of $17.2 million, and
through  March 31, 1997, an aggregate of 0.9 million shares have been acquired
for  $28.9  million.

In  accordance  with  requirements  of the FDIC and the New York State Banking
Department, the Company's subsidiary, Rochester Community Savings Bank and its
subsidiaries  (collectively,  the Bank), must meet certain measures of capital
adequacy  with  respect  to  leverage and risk-based capital.  At December 31,
1996,  the  most recent FDIC reporting date, the Bank's capital ratios were in
excess  of  required  levels.

On  March  26,  1997, the Board of Directors declared a cash dividend of $0.15
per  common  share, payable May 1, 1997 to shareholders of record on April 15,
1997.

In late March 1997, the Company began supplying information to parties who may
have  an  interest  in purchasing certain identified commercial mortgage loans
currently  in  RCSB's  portfolio.  The  identified  loans have unpaid balances
totaling  approximately  $41.0 million.  Potential buyers are being instructed
to  submit bids in early May 1997 which may be accepted, rejected or countered
by  RCSB  at  its sole discretion.  While the outcome of any potential sale of
the  offered  loans  is not determinable at this time, the Company believes
that  its allowance for loan losses is sufficient to absorb any loss that
may  result.




                                      - 14 -
<PAGE>

Allowance  for  Loan  Losses  and  Nonperforming  Assets
--------------------------------------------------------

The  determination  of  the  allowance  for  loan  losses  is based on ongoing
analyses  of  the loan portfolio and reflects an amount which, in management's
judgment,  is  adequate to provide for potential losses. While management used
all  currently   available  information  to  determine  the  adequacy  of  the
allowance,  future additions may be necessary based on changes in economic and
market  conditions, possible changes in strategies for resolving problem loans
and  specific  borrower situations.  In addition, various regulatory agencies,
as  an  integral  part  of  the  examination  process, periodically review the
Company's  allowance  for  losses  on  loans.    Such agencies may require the
Company to recognize additions to the allowance based on their judgments about
information available at the time of their examinations.  RCSB's allowance for
loan  losses at February 28, 1997 equaled 104.9% of nonperforming loans, which
exceeded  the average of approximately 72% for all publicly-held thrifts as of
December  31,  1996,  the  most  recent  date  for  which  such information is
available.    Activity  in  RCSB's  loan loss allowance during the first three
months of 1997 and 1996 is presented below.

<TABLE>
<CAPTION>

                          ALLOWANCE FOR LOAN LOSSES
                            ( dollars in millions)

                                                     Three Months Ended
                                               FEBRUARY 28,        February 29,
                                                   1997               1996
                                               -----------       -------------
<S>                                            <C>               <C>


Beginning balance                                   $ 28.2              $26.1 

Provision for loan losses                              4.0                2.7 
Loan charge offs                                      (5.0)              (4.0)
 Loan recoveries                                       1.0                1.2 
                                               -----------       -------------
Ending balance                                      $ 28.2              $26.0 
                                               ===========       =============


Allowance as percent of:
     Nonperforming loans                             104.9%              91.0%
     Nonperforming assets                             88.3%              76.6%
      Total loans                                     1.38%              1.27%

</TABLE>


                                      - 15 -

<PAGE>
The  Company's nonperforming asset disclosures include nonaccrual loans, loans
past  due  90  days  and  accruing, restructured loans and other real estate. 
Total nonperforming assets at February 28, 1997 were $32.0 million compared to
$30.4  million   at  November  30,  1996.    The  $1.6  million  increase   in
nonperforming  assets  in  the  first  three months of 1997 reflects growth in
RCSB's  automobile  loan portfolio and a continued slowing noted nationally in
the  repayment  of consumer debt. The following table summarizes nonperforming
assets as of the end of the first quarter and the prior fiscal year.

<TABLE>
<CAPTION>


                             NONPERFORMING ASSETS
                             (dollars in millions)

                                               FEBRUARY 28,       November 30,
                                                   1997               1996
                                               -----------        ------------

<S>                                            <C>                <C>


Nonaccrual loans                                     $21.4              $19.6 
Loans past due 90 days and accruing                    5.5                4.6 
                                               -----------        ------------
Total nonperforming loans                             26.9               24.2 
 Other real estate, net of allowances                  5.1                6.2 
                                               -----------        ------------
  Total nonperforming assets                         $32.0              $30.4 
                                               ===========       =============
Nonperforming loans as percent of
  total loans                                         1.31%              1.18%

Nonperforming assets as percent of
  total assets                                        0.79%              0.76%

</TABLE>




                                       - 16 -

<PAGE>
ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K
     
(A)    Exhibits
              Exhibit
              Number          Document
              ------          --------

              27          Article 9 Financial Data Schedule

     (B)    Reports on Form 8-K

              None




                                      - 17 -
<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.



                                             RCSB FINANCIAL, INC.
                                             --------------------
                                                 (registrant)




      April 14, 1997                         /s/ Leonard S. Simon
     ----------------                        --------------------
         Date                                Leonard S. Simon
                                             Chairman of the Board, President
                                             and Chief Executive Officer



      April 11, 1997                         /s/ Paul R. Wuest
     ----------------                        -----------------
         Date                                Paul R. Wuest
                                             Senior Vice President and
                                             Chief Financial Officer


                                       -18-

<PAGE>