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: AUGUST 31, 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  0-17709


                              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 September 30, 1996: 15,385,719



                                     -1- 

<PAGE>
                    RCSB FINANCIAL, INC. AND SUBSIDIARIES

                                  FORM 10-Q

                            For the Quarter Ended
                               August 31, 1996

                                    INDEX
<TABLE>
<CAPTION>

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

PART I -    FINANCIAL INFORMATION

ITEM 1 -    FINANCIAL STATEMENTS

            Consolidated Statements of Condition as of
            August 31, 1996 and November 30, 1995                            3

            Consolidated Statements of Income for the three and nine
            months ended August 31, 1996 and 1995                            4

            Consolidated Statements of Changes in Shareholders' Equity
            for the three and nine months ended August 31, 1996 and 1995     5

            Consolidated Statements of Cash Flows for the nine months
            ended August 31, 1996 and 1995                                   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                                20

SIGNATURES                                                                  21
</TABLE>



                                     -2-

<PAGE>
<TABLE>
<CAPTION>


                           RCSB FINANCIAL, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CONDITION
                                        (Unaudited)
                                        (thousands)

                                                                AUGUST 31,     November 30,
                                                                   1996            1995
                                                              --------------  --------------
<S>                                                           <C>             <C>

ASSETS
Cash and due from banks                                       $      78,661   $      78,877 
Interest-bearing deposits in banks                                   10,707          15,913 
Securities available for sale, at fair value (cost $21,411
  in 1996 and $85,335 in 1995)                                       18,943          84,128 
Securities held to maturity, at cost (fair value $1,567,718
  in 1996 and $1,398,727 in 1995)                                 1,604,141       1,398,067 
Loans receivable:
  Residential mortgage loans                                        790,204         910,891 
  Automobile loans and leases                                       953,297         807,629 
  Commercial mortgage loans                                          64,033          71,240 
  Other consumer and other loans                                     87,363          83,596 
  Residential mortgage loans held for sale                          152,740         123,755 
                                                              --------------  --------------
     Total loans receivable                                       2,047,637       1,997,111 
  Allowance for loan losses                                         (28,036)        (26,091)
                                                              --------------  --------------
     Net loans receivable                                         2,019,601       1,971,020 

Premises and equipment                                               34,546          28,896 
Federal Home Loan Bank stock                                         40,713          38,498 
Loan servicing rights                                               111,744         106,517 
Other real estate                                                     6,302           3,965 
Other assets                                                         81,397         145,559 
                                                              --------------  --------------

        Total assets                                          $   4,006,755   $   3,871,440 
                                                              ==============  ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits                                                      $   2,353,196   $   2,222,970 
Borrowings and repurchase agreements with
  Federal Home Loan Bank                                            616,856         674,350 
Other repurchase agreements and borrowings                          467,257         295,090 
Mortgagors' deposits under escrow agreements                        111,810          77,053 
Other liabilities                                                   140,191         226,050 
                                                              --------------  --------------

        Total liabilities                                         3,689,310       3,495,513 
                                                              --------------  --------------

Commitments and contingent liabilities (see note 3)
SHAREHOLDERS' EQUITY:
  Preferred stock, at par value                                           -           2,989 
  Common stock, at par value                                         15,386          14,067 
  Paid-in capital in excess of par value                            159,188         241,392 
  Surplus fund                                                       51,070          51,070 
  Undivided profits                                                  99,653          76,755 
  Loans to employee stock plan                                       (3,358)         (4,371)
  Net unrealized holding loss on securities, net of taxes            (4,494)         (4,985)
  Treasury stock, at cost (44 shares in 1995)                             -            (990)
                                                              --------------  --------------

        Total shareholders' equity                                  317,445         375,927 
                                                              --------------  --------------

        Total liabilities and shareholders' equity            $   4,006,755   $   3,871,440 
                                                              ==============   =============
</TABLE>



                                     -3-

<PAGE>
<TABLE>
<CAPTION>

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

                                                 Three Months Ended          Nine Months Ended
                                                     August 31,                  August 31,
                                                 1996          1995          1996          1995
                                             ------------  ------------  ------------  ------------
<S>                                          <C>           <C>           <C>           <C>

Interest income:
  Interest and fees on loans                 $     44,713  $     45,184  $    132,661  $    125,661
  Interest on mortgage-backed and other
     securities                                    29,440        26,718        86,965        73,891
  Other interest income                               289           268           552           836
                                             ------------  ------------  ------------  ------------

        Total interest income                      74,442        72,170       220,178       200,388
                                             ------------  ------------  ------------  ------------

Interest expense:
  Interest on deposits                             25,903        24,159        75,959        68,073
  Interest on FHLB borrowings and
    repurchase agreements                           9,760        10,300        28,110        29,683
  Interest on other repurchase agreements
    and borrowings                                  6,154         6,308        18,752        11,032
                                             ------------  ------------  ------------  ------------

        Total interest expense                     41,817        40,767       122,821       108,788
                                             ------------  ------------  ------------  ------------

Net interest income                                32,625        31,403        97,357        91,600
  Provision for loan losses                         3,104         2,083         9,324         5,108
                                             ------------  ------------  ------------  ------------

Net interest income after
  provision for loan losses                        29,521        29,320        88,033        86,492
                                             ------------  ------------  ------------  ------------

Noninterest income:
  Mortgage banking                                 14,234        10,869        36,623        25,156
  Retail banking                                    2,538         2,404         7,613         6,989
  Automobile loan banking                           1,024           592         2,609         1,725
  Net securities sale gains                           257             -         1,252            40
  Other                                                10            16            76            54
                                             ------------  ------------  ------------  ------------

        Total noninterest income                   18,063        13,881        48,173        33,964
                                             ------------  ------------  ------------  ------------

Operating expenses:
  Salaries and benefits                            19,175        17,078        53,493        45,339
  Occupancy                                         4,159         3,864        14,306        12,939
  Deposit insurance                                    48         1,261           217         3,761
  Other                                             8,232         8,184        22,730        21,519
                                             ------------  ------------  ------------  ------------

        Total operating expenses                   31,614        30,387        90,746        83,558
                                             ------------  ------------  ------------  ------------

Income before income taxes                         15,970        12,814        45,460        36,898
  Income tax provision                              4,998         3,090        15,320         9,593
                                             ------------  ------------  ------------  ------------

Net income                                   $     10,972  $      9,724  $     30,140  $     27,305
                                             ============  ============  ============  ============

Net income per common share (fully diluted)  $       0.69  $       0.52  $       1.74  $       1.46
                                             ============  ============  ============  ============

Net income applicable to common shares       $     10,988  $      8,416  $     27,540  $     23,381
                                             ============  ============  ============  ============

Net income per common share (primary)        $       0.80  $       0.60  $       2.05  $       1.67
                                             ============  ============  ============  ============
</TABLE>



                                     -4-

<PAGE>
<TABLE>
<CAPTION>


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


                                                           Three Months Ended
                                                               August 31,
                                                           1996          1995
                                                       ------------  ------------
<S>                                                    <C>           <C>

Shareholders' equity at beginning of period            $    349,590   $   358,716 

Net income                                                   10,972         9,724 
Purchase of RCSB common stock                               (43,919)            - 
Redemption of RCSB preferred stock                              (18)            - 
Common stock options exercised                                   84           592 
Dividends declared on preferred stock                            16        (1,308)
Dividends declared on common stock ($0.10 per share
   in 1995) (see note 4)                                         69        (1,401)
Loan repayments from employee stock plan                        253           368 
Change in net unrealized holding loss on securities,
   net of taxes                                                 398           707 
                                                       -------------  ------------

Shareholders' equity at end of period                  $    317,445   $   367,398 
                                                       =============  ============


                                                            Nine Months Ended
                                                               August 31,
                                                           1996          1995 
                                                       -------------  ------------

Shareholders' equity at beginning of period            $    375,927   $   346,999 


Net income                                                   30,140        27,305 
Purchase of RCSB common stock                               (84,776)            - 
Redemption of RCSB preferred stock                              (18)            - 
Common stock options exercised                                1,910           988 
Dividends declared on preferred stock                        (2,600)       (3,924)
Dividends declared on common stock ($0.36 and
   $0.30 per share in 1996 and 1995, respectively)           (4,642)       (4,198)
Loan repayments from employee stock plan                      1,013         1,083 
Change in net unrealized holding loss on securities,
    net of taxes                                                491          (855)
                                                       -------------  ------------

Shareholders' equity at end of period                  $    317,445   $   367,398 
                                                       =============  ============
</TABLE>



                                     -5-

<PAGE>
<TABLE>
<CAPTION>

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

                                                                            Nine Months Ended
                                                                               August 31,
                                                                         1996              1995
                                                                   ----------------  ----------------
<S>                                                                <C>               <C>

OPERATING ACTIVITIES:
    Net income                                                     $        30,140   $        27,305 
    Adjustments to reconcile net income to net
       cash provided by operating activities:
        Provision for loan losses                                            9,324             5,108 
        Depreciation                                                         4,755             3,872 
        Amortization of loan servicing rights                               10,508             8,494 
        Amortization of intangible assets, hedging gains
          or losses, and securities premiums or discounts                    3,315              (296)
        Deferred income tax benefit                                         (1,800)           (6,100)
        Decrease in allowance for foreclosed real estate                         -            (1,307)
        (Gains) losses on the sale of loans, securities, loan
          servicing rights and other real estate                            (3,216)              109 
        Increase in mortgage loans held for sale                           (28,985)          (57,804)
        (Increase) decrease in other assets                                 63,459            (4,184)
        Increase in accrued expenses                                           635               630 
        Decrease in loans to employee stock plan                             1,013             1,083 
                                                                   ----------------  ----------------

          Net cash provided (used) by operating activities                  89,148           (23,090)
                                                                   ----------------  ----------------

INVESTING ACTIVITIES:
    Decrease in interest-bearing deposits in banks                           5,206            11,611 
    Purchases of:
       Securities available for sale                                       (17,921)                - 
       Securities held to maturity                                        (401,644)         (301,152)
       Loans                                                                   (92)         (181,108)
       Loan servicing rights, including those on originated loans          (39,440)          (26,585)
       Premises and equipment                                              (10,405)           (5,171)
    Proceeds from sales of:
       Securities available for sale                                        78,698                39 
       Loan servicing rights                                                26,029                 - 
       Other real estate                                                     5,330             7,547 
    Principal repayments on:
       Securities available for sale                                         3,705             2,643 
       Securities held to maturity                                         197,090            75,307 
    Loan originations, net of repayments and other reductions              (36,735)           69,929 
    (Increase) decrease in FHLB stock                                       (2,215)            2,260 
                                                                   ----------------  ----------------

        Net cash used by investing activities                             (192,394)         (344,680)
                                                                   ----------------  ----------------
</TABLE>



                                     -6-

<PAGE>
<TABLE>
<CAPTION>


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

                                                                              Nine Months Ended
                                                                                 August 31,
                                                                           1996              1995
                                                                     ----------------  ----------------
(Continued)
<S>                                                                  <C>               <C>

FINANCING ACTIVITIES:
    Increase in deposits                                                     130,226            86,331 
    Decrease in FHLB borrowings
       and repurchase agreements                                             (57,494)         (174,289)
    Increase in other repurchase agreements
       and borrowings                                                        172,167           419,251 
    Increase in mortgagors' escrow deposits                                   34,757            29,209 
    Increase (decrease) in other liabilities                                 (85,192)           31,248 
    Net proceeds from exercise of stock options                                1,910               988 
    Purchase of RCSB common stock                                            (84,776)                - 
    Redemption of preferred stock                                                (18)                - 
    Dividends paid on preferred stock                                         (3,908)           (3,924)
    Dividends paid on common stock                                            (4,642)           (4,198)
                                                                     ----------------  ----------------

        Net cash provided by financing activities                            103,030           384,616 
                                                                     ----------------  ----------------

        Increase (decrease) in cash and cash equivalents                        (216)           16,846 

Cash and cash equivalents at beginning of period                              78,877            63,702 
                                                                     ----------------  ----------------

Cash and cash equivalents at end of period                           $        78,661   $        80,548 
                                                                     ================  ================



Supplemental cash flow disclosures:
    Cash paid during the period for:
        Interest                                                    $       121,455   $       106,668 
        Income taxes                                                         17,749            13,955 

    Additions to other real estate through foreclosure                        7,828             4,806 

    Conversion of 7% Series B preferred stock
       to common stock                                                       71,394                 - 

</TABLE>



                                     -7-

<PAGE>

                     RCSB FINANCIAL, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (condensed)
                               AUGUST 31, 1996
                                 (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, 1995.

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 periods 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 1996 presentation.

2.  ACCOUNTING CHANGE

RCSB  adopted  Financial  Accounting  Standards Board (FASB) Statement No. 114
entitled  "Accounting by Creditors for Impairment of a Loan" and Statement No.
118,  "Accounting  by  Creditors for Impairment of a Loan - Income Recognition
and  Disclosures"  on  December  1,  1995. The statements require that certain
impaired  loans be measured based on the present value of expected future cash
flows  discounted  at  the  loan's  effective interest rate, or as a practical
expedient,  based  on  the loan's observable market price or the fair value of
collateral  if  the  loan  is collateral dependent.  For purposes of Statement
114,  a  loan is impaired when, based on current information and events, it is
probable  that  a  creditor will be unable to collect all contractual interest
and  principal  payments  according  to  the  terms  of  the  loan agreement. 
Implementing  the  provisions of Statements 114 and 118 had no material impact
on the Company's consolidated financial statements on the date of adoption.

Most  of  RCSB's loan portfolios are excluded from the scope of Statements 114
and  118  because  the  pronouncements  are  generally not applicable to large
groups  of  smaller-balance  homogeneous  loans  such as residential mortgage,
automobile  and  other consumer loans.  The pronouncement does apply to RCSB's
commercial  mortgage  loan portfolio, from which impaired loans are identified
during  reviews  of loans that (a) are delinquent, (b) have been classified by
management  or banking regulators or (c) are believed by management to involve
potential  collectibility  concerns.  In  most  cases,  the  Company  measures
impairment  based  on the fair value of loan collateral, minus estimated costs
to  sell  the  property.   If the measure of an impaired loan is less than the
recorded  investment  in the loan, a valuation allowance is established with a
corresponding  charge  to  the  provision  for  loan  losses.  Charge-offs are
recorded  when  definitive  information  indicates  that  collection  of   the
identified impaired amount is doubtful.



                                     -8-

<PAGE>

At  August  31,  1996, RCSB's recorded investment in loans considered impaired
totaled  $3.8  million,  and no allowance for loan losses was required for the
identified  loans under the provisions of Statements 114 and 118.  The average
recorded  investment in impaired loans during 1996 totaled $4.6 million.  Cash
receipts  on  impaired  loans  are  either (a) added to the allowance for loan
losses if a previously recorded charge-off has not been recovered, or (b) used
to  reduce  the  carrying  value of the loan or recognized as interest income,
depending  upon  management's  judgment regarding the likelihood of collecting
the  recorded  loan balance.  Interest income recognized on impaired loans was
less than $0.1 million during the first nine months of 1996, none of which was
recognized on a cash basis.

In  late  September 1996, the Company was notified by a commercial real estate
borrower that scheduled payments under a $6.2 million loan agreement would not
be  made  due  to  cash  flow  shortfalls  being  experienced in operating the
underlying  property,  a  warehouse  facility. Through the end of August 1996,
payments  had  been  made according to the terms of the loan. While RCSB is in
the  early  stages  of  evaluating  alternatives  for  collecting or otherwise
realizing  its  investment  in  the  loan, the Company considers its loan loss
allowance  adequate  to  absorb  any  loss  that  may  result.    The  Company
discontinued the accrual of interest on the loan in September.

3.  CONTINGENCIES

In  February  1995,  a trust company providing check processing and securities
custodial  services  to  the Company's subsidiary, Rochester Community Savings
Bank  (the Bank), and other financial institutions was seized by state banking
regulators  due  to  the  trust  company's  deteriorating financial condition.
Subsequently,  a liquidation of the trust company was commenced and remains in
progress.    In  connection  with services being provided to the Bank, certain
cash  balances  and  collateral in the form of securities were maintained with
the  trust  company.    Under  conditions of the seizure and liquidation, cash
balances,  securities  held  as  collateral  and  payments  on these and other
securities totaling approximately $11.5 million were temporarily frozen by the
regulators.  During  May  1996,  the  banking  regulators released to the Bank
securities  held as collateral and related payments on the securities totaling
$9.4  million,  and  in  June 1996, the Bank received an initial settlement of
$1.0  million  on its remaining assets.  The Bank's $2.4 million investment in
trust  company stock and debentures was charged off as expense in 1995, and an
allowance of $1.1 million remained at August 31, 1996.

Under  federal legislation enacted on September 30, 1996, the Bank is required
to  participate  in recapitalizing the Federal Deposit Insurance Corporation's
(FDIC)  Savings  Association  Insurance Fund (SAIF).  While most of the Bank's
deposits   are  insured   through  the   FDIC's  Bank  Insurance  Fund  (BIF),
approximately  $89  million are insured through the SAIF and are subject to an
assessment  of  approximately  $0.5  million.   The cost of the assessment was
charged against earnings in September 1996.


                                     -9-

<PAGE>

4.  CERTAIN COMMON AND PREFERRED STOCK TRANSACTIONS

In July 1996, RCSB completed previously announced programs for the purchase of
its  common  shares  through market sources.  During 1996 the Company acquired
3.5 million shares for $84.8 million.

In May 1996, the Company announced it would redeem all outstanding convertible
preferred  stock  at  the  close  of business on July 15, 1996 for $26.225 per
share  plus  accrued  dividends.  Alternatively,  preferred shareholders could
convert  their stock to common shares at any time prior to the redemption at a
ratio  of 1.5625 shares of common for each preferred share.  Due to the excess
of  the  market  price  for RCSB's common shares over the announced redemption
price,  3.0  million  preferred  shares  were converted to common and only 652
shares were redeemed.

On September 25, 1996, the Board of Directors declared a dividend of $0.15 per
common  share,  payable  November 1, 1996 to shareholders of record on October
15,  1996.    The declaration represented a 25% increase from recent quarterly
dividend  amounts.    To facilitate the redemption of RCSB's preferred shares,
declaration  of  the  prior quarter's common stock dividend was accelerated to
May 1996, one month earlier than the Company's usual timing.

5.  NET INCOME PER SHARE

Primary  net  income  per  common  share amounts for the three and nine months
ended  August  31, 1996 and 1995 were computed by dividing net income, reduced
by preferred stock dividends, if any, by the weighted average number of common
shares  outstanding  during the periods. The weighted average number of common
shares  outstanding  totaled  13,669,343  and  14,013,386 for the three months
ended  August  31,  1996 and 1995, respectively, and 13,440,176 and 13,992,774
for the nine months ended August 31, 1996 and 1995, respectively.

Fully  diluted  net  income  per  common  share amounts for the three and nine
months  ended August 31, 1996 and 1995 were computed by dividing net income 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 periods. The weighted average number of common
shares  utilized in this computation totaled 15,881,712 and 18,684,788 for the
three  months ended August 31, 1996 and 1995, respectively, and 17,287,939 and
18,664,490  for the  nine months ended August 31, 1996 and 1995, respectively.
There  were  no  materially  dilutive  common  stock equivalents during either
period.


                                     -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 $11.0 million or
$.69  per  fully  diluted  share  for  the three months ended August 31, 1996,
compared  to $9.7 million or $.52 per share in the third quarter of 1995.  For
the  first  nine  months  of  1996, RCSB earned net income of $30.1 million or
$1.74  per share, compared to $27.3 million or $1.46 per share in 1995.  While
pretax  earnings  in  the  third quarter and first nine months of 1996 rose by
24.6%  and  23.2%,  respectively, a higher effective rate of income tax in the
current  year  lessened  the  increase  in  net  income  for the periods.  The
improvement  in  pretax  earnings  was  aided by higher levels of net interest
income  and growth in mortgage banking revenues, including a $2.1 million gain
on the sale of mortgage servicing rights.  Earnings per fully diluted share in
the  1996  third  quarter  and nine month period increased by 32.7% and 19.2%,
respectively,  reflecting  higher  net  income and a decrease in the number of
shares outstanding.

Third Quarter Review

Net interest income grew by 3.9% to $32.6 million in the third quarter of 1996
from  $31.4  million  in  1995.  This increase resulted from a widening of the
average   interest   rate   spread   in   RCSB's   portfolios,   purchases  of
mortgage-backed  securities during 1996 and the latter half of 1995, and a 23%
increase  in average automobile loans outstanding.  Asset growth was funded by
additional  borrowings  and  higher  levels of customer deposits at  the Bank.
Interest  expense on $85.8 million in borrowings utilized to repurchase common
shares during the past year lessened the increase in net interest income.

RCSB's  interest rate spread rose to 3.33% in 1996 from 3.17% in 1995 due to a
greater  decrease  in the average rate on interest-bearing liabilities than in
the  average  yield  on interest-earning assets.  The spread was affected by a
widening, during the 1996 second and third quarters, of the average difference
between market interest rates on short-term financial instruments versus those
on longer-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.    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 slightly to 3.51% in 1996 from
3.52% in 1995.

The  following  table  presents  information for the third quarter of 1996 and
1995  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 thousands)

                                                          Three Months Ended
                                 --------------------------------------------------------------
                                          August 31, 1996                  August 31, 1995
                                 --------------------------------------------------------------

                                                                                                   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      $   12,849  $     289    9.00%  $   14,764  $     268    7.26%  $      21   $   (38)  $    59 
 Mortgage-backed and
  other securities                1,691,217     29,440    6.96    1,543,221     26,718    6.93       2,722     2,576       146 
 Loans receivable, net            2,017,946     44,713    8.86    2,006,049     45,184    9.01        (471)      267      (738)
                                 ----------  ---------           ----------  ---------           ----------  --------  --------
  Total interest-
    earning assets               $3,722,012     74,442    8.00   $3,564,034     72,170    8.10       2,272     2,805      (533)
                                 ==========  ---------           ==========  ---------           ----------  --------  --------

INTEREST-BEARING
 LIABILITIES:
 Transaction, money market
  and savings deposits           $1,091,658      6,335    2.31   $1,069,158      6,539    2.43        (204)      136      (340)
 Term deposits                    1,358,973     19,568    5.73    1,163,512     17,620    6.01       1,948     2,852      (904)
                                 ----------  ---------           ----------  ---------           ----------  --------  --------
    Total deposits                2,450,631     25,903    4.20    2,232,670     24,159    4.29       1,744     2,988    (1,244)

 FHLB borrowings
  and repurchase agreements         672,536      9,760    5.77      646,642     10,300    6.32        (540)      401      (941)
 Other repurchase agreements
  and borrowings                    436,104      6,154    5.61      401,881      6,308    6.23        (154)      513      (667)
                                 ----------  ---------           ----------  ---------           ----------  --------  --------
  Total interest-
     bearing liabilities         $3,559,271     41,817    4.67%  $3,281,193     40,767    4.93%      1,050     3,902    (2,852)
                                 ==========  ---------           ==========  ---------           ----------  --------  --------

Net interest income                          $  32,625                       $  31,403           $   1,222   $(1,097)  $ 2,319 
                                             =========                       =========           ==========  ========  ========

Excess of interest-earning
   assets over interest-bearing
   liabilities                   $  162,741                      $  282,841

RATIOS:
 Interest rate spread                                     3.33%                           3.17%
 Net interest margin                                      3.51                            3.52 
</TABLE>


RCSB's  provision  for  loan  losses  was $3.1 million in the third quarter of
1996,  compared  to $2.1 million a year ago.  The increased provisions in 1996
were  primarily  due to growth in the automobile loan portfolio resulting from
higher  volumes  of  loan  originations  in  the quarter.  The adequacy of the
Company's  loan loss allowance is evaluated quarterly with consideration given
to  the  status  of  particular loans, the general risk characteristics of the
loan  portfolio,   historical  charge-offs   and  recoveries,  the  regulatory
environment,  current  appraisals  and  economic and market conditions.  As of
August  31,  1996,  RCSB's  allowance for loan losses totaled $28.0 million or
119.9%  of  nonperforming  loans,  compared  to  $26.1  million  or  106.6% of
nonperforming loans at November 30, 1995.


                                     -12-

<PAGE>

Mortgage banking noninterest income totaled $14.2 million in the third quarter
of  1996,  up  31% from $10.9 million in 1995.  The increase resulted from the
sale of servicing on $1.5 billion of residential mortgage loans, higher levels
of  loan  originations,  and  increased  loan  servicing  income  generated by
American  Home  Funding, Inc. (AHF), RCSB's mortgage banking subsidiary. AHF's
residential  mortgage  loan originations amounted to $404.8 million during the
third  quarter, up 24.7% from $324.7 million in the prior year.  The growth in
loan  servicing  income  was driven by continuing purchases of such rights and
the  retention  of  servicing  on  loans  originated  by AHF and sold to other
entities.    AHF  realized  a pretax gain of $2.1 million on the third quarter
sale of servicing.  The subsidiary's remaining portfolio of loans serviced for
others  totaled  $8.6  billion at August 31, 1996, compared to $7.2 billion at
August 31, 1995.

During 1996, AHF expanded its loan origination capabilities by taking over six
loan  offices  formerly  operated  by another entity in the states of Alabama,
Kansas,  Missouri,  North  Carolina  and  Texas and opening 16 loan offices in
Connecticut,  Indiana,  Louisiana,  Mississippi,  New  Jersey, New York, North
Carolina and Ohio.  Current year activity has expanded the scope of AHF's loan
origination  operations  to  encompass 57 offices in 17 states, compared to 41
offices in 10 states at the end of 1995.

RCSB's  retail  banking  units generated noninterest income of $2.5 million in
the  third  quarter,  up slightly from $2.4 million in 1995.  Earnings in this
category  are  derived  from  fees  and  service charges collected for various
deposit-related   activities  and  revenues   from  the  Company's  securities
brokerage and insurance sales operations.  In September 1996, RCSB reorganized
its  securities  brokerage  and  insurance  sales activities.  As part of this
reorganization,  the Company has contracted with an independent third party to
provide  securities services and products through the Company's retail banking
offices.    Previously,  a  subsidiary of the Company had offered full service
securities  brokerage  services.  RCSB has also contracted with an independent
third party to provide marketing and sales support services in connection with
the  Company's  insurance  sales activities. The new structure will facilitate
continuing  efforts  to sell annuity, mutual fund and insurance products.  The
reorganization  is  not expected to have a material effect on consolidated net
income.

Noninterest income from automobile loan banking was $1.0 million for the third
quarter  of  1996,  compared to $0.6 million in 1995.  Automobile loan banking
income represents revenues generated from pools of sold auto loans serviced by
RCSB  for  others.  No such loans have been sold since mid-1992 and there were
no  remaining  loans  being  serviced  for  others  at  August  31, 1996.  The
Company's  automobile lending business in recent years has been focused mainly
on  originating  and  servicing  loans  for  RCSB's auto loan portfolio, which
totaled $953.3 million at the end of the third quarter, up from $781.0 million
a  year  earlier.  Noninterest revenues from the sold loan pools included $0.9
million  in  the third quarter of 1996 and $0.3 million in 1995 resulting from
reductions  in  certain  allowances  carried by RCSB to cover estimated losses
under  recourse  obligations. Allowances for credit losses on RCSB's portfolio
of owned automobile loans are established through charges to the provision for
loan losses.

Net  gains  from the sale of securities totaled $0.3 million in the 1996 third
quarter,  while  there  were no such gains in the 1995 quarter.  In 1996, RCSB
sold  $17.9  million of mortgage-backed securities from the available-for-sale
portfolio in response to interest rate-related market opportunities.


                                     -13-

<PAGE>

Third  quarter  1996  operating  expenses were $31.6 million compared to $30.4
million  in  the prior year. The increase was primarily attributable to higher
variable  expenses  associated  with loan origination and servicing volumes at
AHF and American Credit Services Inc. (ACSI), the Company's automobile lending
subsidiary,  and  expenses  resulting  from  recently  opened  retail  banking
branches.    These  costs  were partially offset by a substantial reduction in
FDIC  deposit insurance premiums and the absence of losses in 1996 relating to
a liquidating trust company in which RCSB formerly held an interest.

Under  federal legislation enacted on September 30, 1996, the Bank is required
to  participate  in recapitalizing the Federal Deposit Insurance Corporation's
(FDIC)  Savings  Association  Insurance Fund (SAIF).  While most of the Bank's
deposits   are  insured   through   the  FDIC's  Bank  Insurance  Fund  (BIF),
approximately  $89  million are insured through the SAIF and are subject to an
assessment  of  approximately  $0.5  million.   The cost of the assessment was
charged against earnings in September 1996.

While  still  below  a  normal  rate  of  income taxes for RCSB, the Company's
effective  tax rate increased to 31.3% in the third quarter of 1996 from 24.1%
in  1995.    Reductions in RCSB's deferred tax valuation allowance during both
years accounted for the difference from normal rates.

Nine Month Review

For  the  first  nine  months  of  1996,  RCSB's net interest income was $97.4
million,  an  increase  of  6.3%  from  $91.6  million in the prior year.  The
increase  was  largely  due  to  the  effects of investing, on average, $371.0
million more in mortgage-backed securities and loans during 1996. Asset growth
was  funded  by the reinvestment of earnings, additional customer deposits and
increased  borrowings.  RCSB's interest rate spread declined 0.11% to 3.19% in
1996,  primarily  due to the effects on the Company's portfolios of the narrow
marketplace  spreads  experienced  in  1995.  RCSB's spread for the second and
third  quarters improved, however, from levels experienced earlier in the year
partially  due  to a recent widening in marketplace spreads between short-term
and  intermediate-term rates.  Net interest margin was 3.51% in 1996, compared
to 3.66% in 1995.

The  following table presents information 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
for  the  nine  months  ended  August  31,  1996  and 1995.  No tax equivalent
adjustments  have  been  made for minor amounts of tax-exempt income earned by
RCSB.

                                     -14-

<PAGE>
<TABLE>
<CAPTION>

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

                                                       Nine Months Ended
                                 --------------------------------------------------------------
                                          August 31, 1996                  August 31, 1995
                                 --------------------------------------------------------------

                                                                                                   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      $   13,330  $     552    5.52%  $   16,931  $     836    6.58%  $    (284)  $  (161)  $  (123)
 Mortgage-backed and
  other securities                1,687,842     86,965    6.87    1,412,423     73,891    6.98      13,074    14,206    (1,132)
 Loans receivable, net            1,999,741    132,661    8.85    1,904,220    125,661    8.80       7,000     6,334       666 
                                 ----------  ---------           ----------  ---------          ----------  --------   --------
   Total interest-
    earning assets               $3,700,913    220,178    7.93   $3,333,574    200,388    8.01      19,790    20,379      (589)
                                 ==========  ---------           ==========  ---------          ----------  --------   --------

INTEREST-BEARING
 LIABILITIES:
 Transaction, money market
  and savings deposits           $1,054,259     18,498    2.34   $1,087,479     20,280    2.48      (1,782)     (609)   (1,173)
 Term deposits                    1,318,531     57,461    5.80    1,096,748     47,793    5.80       9,668     9,692       (24)
                                 ----------  ---------           ----------  ---------          ----------  --------   --------
   Total deposits                 2,372,790     75,959    4.26    2,184,227     68,073    4.15       7,886     9,083    (1,197)

 FHLB borrowings
  and repurchase agreements         642,580     28,110    5.82      659,397     29,683    6.00      (1,573)     (749)     (824)
 Other repurchase agreements
  and borrowings                    431,682     18,752    5.78      235,878     11,032    6.23       7,720     8,582      (862)
                                 ----------  ---------           ----------  ---------          ----------  --------   --------
  Total interest-
    bearing liabilities          $3,447,052    122,821    4.74%  $3,079,502    108,788    4.71%     14,033    16,916    (2,883)
                                 ==========                      ==========  ---------          ----------  --------   --------

Net interest income                          $  97,357                      $   91,600           $   5,757   $ 3,463   $ 2,294 
                                             =========                       =========          ==========  ========   ========

Excess of interest-earning
   assets over interest-bearing
   liabilities                   $  253,861                      $  254,072

RATIOS:
 Interest rate spread                                     3.19%                           3.30%
 Net interest margin                                      3.51                            3.66 
</TABLE>
RCSB  provided  $9.3 million for possible loan losses in the first nine months
of  1996  compared to $5.1 million in 1995.  A higher level of automobile loan
originations  produced  an increase in the Company's automobile loan portfolio
and  a  corresponding  requirement  for  additional loan loss allowances.  The
portion  of the Company's loan loss allowance allocated to auto loans is equal
to  1.10% of the August 31, 1996 portfolio, and annualized net charge-offs for
the  first  nine  months  of  1996  represent  0.70%  of  average  auto  loans
outstanding.

Mortgage  banking  noninterest income was $36.6 million in 1996, up 45.6% from
$25.2  million  in  1995.    The  increase  was  attributable  to greater loan
origination  fees, higher levels of loan servicing income and a pretax gain of
$2.1 million on an August 1996 sale of loan servicing rights. During the first
nine  months  of  1996, residential mortgage originations at AHF totaled $1.15
billion, an increase of 60.1% from $720.3 million originated in 1995.

                                     -15-

<PAGE>

Retail  banking noninterest income increased to $7.6 million in 1996 from $7.0
million  in  1995,  primarily  due  to  greater  revenues  from  the Company's
securities  brokerage  subsidiary and slightly higher fees and service charges
from  deposit  related activities. Reduced 1996 earnings from RCSB's insurance
sales  subsidiary  reflect  decreased  demand  for fixed-rate annuity products
during the lower interest rate environment of the first half of the year.

Noninterest  income  from  automobile  loan  banking was $2.6 million in 1996,
compared  to  $1.7  million  in  1995.    The increase was the net result of a
reduced requirement for sold loan loss allowances, offset in part by a decline
in  revenue  from  servicing  loans  for others.  RCSB has continued to retain
recently  originated  auto loans in its portfolio, and the remaining trust for
sold loans being serviced by the Company matured in June 1996.

During  the  first  nine months of 1996, RCSB sold $77.4 million of securities
from  its  available-for-sale  portfolio,   generating  gains of $1.3 million.
There  were  no significant gains or losses from the sale of securities in the
1995 nine-month period.

Operating  expenses  for  first  nine  months  of  1996  totaled $90.7 million
compared  to  $83.6  million  in the prior year.  Expense increases are mainly
attributable  to  significant growth in 1996 in the volume of loans originated
and  serviced  by  the  Company's  mortgage  banking  and  automobile  lending
subsidiaries.    Since  mortgage  loans  originated  by AHF are generally sold
within  60  to 90 days, that subsidiary's expenses vary significantly based on
changes  in  origination  volumes.   Also affecting expenses were the costs of
retail  banking  offices  opened  in the  Buffalo market during 1995 and 1996.
Expense  reductions  were  realized by RCSB from lower deposit insurance rates
and the absence in 1996 of losses from the Company's interest in a liquidating
trust company.

The Company's effective tax rate was 33.7% in 1996, compared to 26.0% in 1995,
reflecting reductions in deferred tax valuation allowances during both years. 
Changes  in  the  allowances  are  based  on ongoing analyses of the projected
realizability of RCSB's deferred tax assets.


FINANCIAL CONDITION

At  August 31, 1996, RCSB's total assets were $4.01 billion, compared to $3.87
billion  at  November 30, 1995.  Loans at the end of the third quarter totaled
$2.02  billion,  compared  to $1.97 billion at November 30, 1995.  Loan growth
during the first nine months of 1996 occurred primarily in the automobile loan
portfolio  which  increased  to $953.3 million at August 31, 1996, compared to
$807.6  million  at  the  end  of  the  1995  fiscal  year.    Automobile loan
originations  were $134.8 million in the 1996 third quarter and $457.1 million
in  the  first  nine  months,  up  from  $103.8  million  and  $271.6 million,
respectively, in the prior year periods.

Securities  held  to  maturity  increased to $1.60 billion at August 31, 1996,
compared  to  $1.40  billion  at November 30, 1995 as the result of purchasing
$401.6  million  of  mortgage-backed  securities  during  the  year.  Deposits
increased  to  $2.35  billion  at  August  31,  1996, up from $2.22 billion at
November  30,  1995.  Nationally marketed term accounts at RCSB grew to $116.3
million  at August 31, 1996 from $22.6 million at the prior year end.  Federal
Home  Loan Bank borrowings, repurchase agreements and other borrowings totaled
$1.08  billion  at August 31, 1996, compared to $969.4 million at November 30,
1995.

The  Company's interest bearing portfolios are liability sensitive to interest
rate  changes  in the one-year timeframe to the extent of 6.6% of total assets
at  August  31,  1996.  The  one-year  gap reflected net liability sensitivity
amounting to 3.9% of assets at November 30, 1995 and 7.0% at

                                     -16-

<PAGE>

August  31,  1995.   Shareholders' equity totaled $317.4 million or $20.63 per
common  share  on a fully diluted basis at August 31, 1996, compared to $375.9
million  or  $20.11  per common share at November 30, 1995.  Equity per common
share  at November 30, 1995 is computed as if all convertible preferred shares
were  converted  to common.  The decline in shareholders' equity resulted from
purchases  of  RCSB common stock through programs completed in July 1996.  The
Company  purchased 3.5 million common shares at a cost of $84.8 million in the
first eight months of the year.

In May 1996, the Company announced it would redeem all outstanding convertible
preferred  stock  at  the  close  of business on July 15, 1996 for $26.225 per
share  plus  accrued  dividends.  Alternatively,  preferred shareholders could
convert  their stock to common shares at any time prior to the redemption at a
ratio  of 1.5625 shares of common for each preferred share.  Due to the excess
of  the  market  price  for RCSB's common shares over the announced redemption
price,  3.0  million  preferred  shares  were converted to common and only 652
shares were redeemed.

On September 25, 1996, the Board of Directors declared a dividend of $0.15 per
common  share,  payable  November 1, 1996 to shareholders of record on October
15,  1996.    The declaration represented a 25% increase from recent quarterly
dividend  amounts.    To facilitate the redemption of RCSB's preferred shares,
declaration  of  the  prior quarter's common stock dividend was accelerated to
May 1996, one month earlier than the Company's usual timing.

In  accordance  with  requirements  of the FDIC and the New York State Banking
Department,  the  Company's subsidiary, Rochester Community Savings Bank, must
meet  certain  measures  of  capital  adequacy  with  respect  to leverage and
risk-based  capital.    At June 30, 1996, the most recent FDIC reporting date,
the  Bank's  capital  ratios were in excess of required levels as shown in the
table below.

<TABLE>
<CAPTION>


                               CAPITAL ADEQUACY
                                 June 30, 1996


                                 Actual   Required   Excess
                                 ---------------------------
<S>                              <C>      <C>        <C>


Core (Tier 1) leverage capital     8.01%      4.00%    4.01%

Risk-Based capital:
          Core (Tier 1) capital   11.88       4.00     7.88 
          Total capital           12.88       8.00     4.88 

</TABLE>



                                     -17-

<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  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 August 31, 1996 equaled
119.9% of nonperforming loans, essentially double the average of approximately
60%  for  all  publicly-held thrifts as of June 30, 1996, the most recent date
for  which  such  information  is  available.    Activity  in RCSB's loan loss
allowance during the first nine months of 1996 and 1995 is presented below.

<TABLE>
<CAPTION>

                          ALLOWANCE FOR LOAN LOSSES
                                 (thousands)

                                          Nine Months Ended
                                              August 31,
                                 ----------------------------------
                                            1996              1995
                                 ----------------  ----------------
<S>                              <C>               <C>


Beginning balance                $        26,091   $        26,225 

Provision for loan losses                  9,324             5,108 
Loans charged off                        (11,316)          (10,540)
Loan recoveries                            3,937             4,343 
                                 ----------------  ----------------
Ending balance                   $        28,036   $        25,136 
                                 ================  ================
</TABLE>


                                     -18-

<PAGE>

The  Company  defines  nonperforming assets to include nonaccrual loans, loans
past  due  90  days  and  accruing, restructured loans and other real estate. 
Total  nonperforming  assets at August 31, 1996 were $29.7 million compared to
$28.4  million  at  November  30,  1995.    The  $1.3  million  increase  in
nonperforming  assets  in  the  first  nine  months of 1996 reflects growth in
RCSB's  loan  portfolio  and  a  slowing  noted nationally in the repayment of
consumer  debt.  The following table summarizes nonperforming assets as of the
end of the third quarter and prior year.

<TABLE>
<CAPTION>


                             NONPERFORMING ASSETS
                            (dollars in thousands)


                                         AUGUST 31,     November 30,
                                            1996            1995
                                       --------------  --------------
<S>                                    <C>             <C>

Nonaccrual loans                       $      19,004   $      21,789 
 Loans past due 90 days and accruing           4,381           2,689 
                                       --------------  --------------
  Total nonperforming loans                   23,385          24,478 
Other real estate, net of allowances           6,302           3,965 
                                       --------------  --------------
  Total nonperforming assets           $      29,687   $      28,443 
                                       ==============  ==============
Nonperforming loans as a percent of
  total loans                                   1.14%           1.23%

 Nonperforming assets as a percent of
  total assets                                  0.74%           0.73%
</TABLE>


In  late  September 1996, the Company was notified by a commercial real estate
borrower that scheduled payments under a $6.2 million loan agreement would not
be  made  due  to  cash  flow  shortfalls  being  experienced in operating the
underlying  property,  a  warehouse  facility. Through the end of August 1996,
payments  had  been  made according to the terms of the loan. While RCSB is in
the  early  stages  of  evaluating  alternatives  for  collecting or otherwise
realizing  its  investment  in  the  loan, the Company considers its loan loss
allowance  adequate  to  absorb  any  loss  that  may  result.    The  Company
discontinued the accrual of interest on the loan in September.


                                     -19-

<PAGE>

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

     (a)    Exhibits

              Exhibit
              Number          Document
              ------          --------
                  Compensatory plans or arrangements:

              10.1    Senior Executive Severance Plan of Rochester Community
                      Savings Bank

              10.2    Form of Salary Continuation Agreement between
                      Rochester Community Savings Bank and certain officers

              10.3    Amendment to the Non-Employee Director Stock Plan of
                      RCSB Financial, Inc., effective September 25, 1996

                      ***************************

              27      Article 9 Financial Data Schedule


     (b)    Reports on Form 8-K

  On  August 8, 1996,  RCSB filed  Form 8-K  with the  Securities and Exchange
  Commission  reporting  the  redemption  of  all  outstanding  shares  of the
  Company's Series B Preferred Stock at the close of business on July 15, 1996
  and the election of John P. Tierney to the Board of Directors.

                                     -20-

<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)




     October 11, 1996                        /s/ Leonard S. Simon
     ----------------                        --------------------
           Date                              Leonard S. Simon
                                             Chairman of the Board, President
                                             and Chief Executive Officer



     October 11, 1996                        /s/ Paul R. Wuest
     ----------------                        -----------------
           Date                              Paul R. Wuest
                                             Senior Vice President and
                                             Chief Financial Officer



                                      -21-

<PAGE>
EXHIBIT INDEX


     Regulation
     S-K Exhibit
     Number                    Document
     ------                    --------
     10.1       Senior Executive Severance Plan of Rochester Community
                Savings Bank

     10.2       Form of Salary Continuation Agreement between Rochester
                Community Savings Bank and certain officers

     10.3       Amendment to the Non-Employee Director Stock Plan of RCSB
                Financial, Inc., effective September 25, 1996

     27         Article 9 Financial Data Schedule



                                     -22-