FNB ROCHESTER CORP
10-Q, 1996-05-10
NATIONAL COMMERCIAL BANKS
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                                      FORM 10-Q

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


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

               for the quarterly period ended March 31, 1996

                                          OR

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

               For the transition period from ______________ to
               _____________


               Commission file number 0-13423

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

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

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


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


               Indicate by check mark whether the registrant (1) has filed
          all reports required to be filed by  Section 13 or 15(d) of the
          Securities Exchange Act of 1934 during the preceding 12 months
          (or for shorter period that the registrant was required to file
          such reports) and (2) has been subject to such filing
          requirements for the past 90 days.

          Yes  __X__     No ______.

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

                Class                        Outstanding at April 30, 1996
          Common stock, $1.00 par value               3,570,563
          <PAGE>

                                        INDEX

                                                                   Page No.

          Part I    Financial Information

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

                    Condensed consolidated statements of
                    operations for the three months ended
                    March 31, 1996 and 1995                               5


                    Condensed consolidated statements of cash
                    flows for the three months ended March 
                    31, 1996 and 1995                                   6-7

                    Notes to condensed consolidated financial
                    statements                                         8-10

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


          Part II   Other information                                 15-16

                    Index of Exhibits                                    18
          <PAGE>

                            PART I - FINANCIAL INFORMATION

                         FNB ROCHESTER CORP. AND SUBSIDIARIES

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


                                                          March    December
                                                           31,       31,
                                                           1996      1995
                       Assets

           Cash and due from banks                       $15,918   $18,662


           Interest-bearing deposits with other banks      1,037     1,061

           Federal funds sold                                  -     5,200

           Securities available-for-sale, at fair
           value                                          70,578    73,527


           Securities held-to-maturity (fair value of           
           $29,590 in 1996 and $31,952 in 1995)           29,886    31,780

           Loans:
               Commercial                                174,403   165,645
               Mortgage                                   54,153    49,889
               Home Equity                                19,589    18,773
               Consumer                                   20,448    19,711
                                                          ______    ______
                   Total loans                           268,593   254,018
               Net deferred loan fees                         62       (15)
               Allowance for loan losses                  (5,803)   (5,776)
                                                         _______   _______
                   Net loans                             262,852   248,227

           Premises and equipment, net                     8,279     7,255

           Accrued interest receivable                     3,368     3,579

           FHLB and FRB stock                              1,516     1,299

           Other assets                                      573       730
                                                             ___       ___

                   Total assets                         $394,007  $391,320
                                                         =======   =======

           Liabilities and shareholders' equity

           Deposits:
               Demand:
                   Non-interest bearing                 $42,346   $46,061
                   Interest bearing - NOW                61,879    67,639
               Savings and money market                  81,434    76,687
               Certificates of deposit:
                   Under $100,000                       109,721   105,929
                   $100,000 and over                     69,046    61,559
                                                         ______    ______

                       Total deposits                   364,426   357,875
           Securities sold under agreement to
           repurchase and short-term borrowing              800     4,986
           Accrued interest payable and other
           liabilities                                    2,390     2,613
           Long-term debt                                   210         -
                                                            ___         _
                       Total liabilities                367,826   365,474
                                                        _______   _______
           Shareholders' equity:

             Common stock, $1 par value; authorized
             5,000,000 shares; issued and outstanding     3,569     3,569
             3,568,963 in 1996 and 1995
             Additional paid in capital                  13,024    13,024
             Undivided profits                            9,172     8,403
             Unrealized net holding gain on securities
             available-for-sale                             416       850
                                                            ___       ___
                       Total shareholders' equity        26,181    25,846
                                                         ______    ______

                       Total liabilities and           $394,007  $391,320
                       shareholders' equity             =======   =======


           See accompanying notes to condensed consolidated financial
           statements

          <PAGE>
                         FNB ROCHESTER CORP. AND SUBSIDIARIES
             Condensed Consolidated Statements of Operations (unaudited)
                        (In thousands, except for share data)

                                        Three months ended
                                             March 31,
           Interest income:               1996       1995
            Interest and fees on 
            loans:
               Commercial                 $ 4,014   $ 3,414
               Mortgage                       946       613
               Home equity                    457       504
               Consumer                       424       343
                                              ___       ___
                Total interest and          5,841     4,874
                fees on loans
             Federal funds sold and            64       172
             time deposits
             Securities                     1,682     1,638
                                            _____     _____
               Total interest income        7,587     6,684
                                            _____     _____
           Interest expense:

             Savings, NOW and money
             market accounts                  740       835
             Certificates of deposit        2,343     1,745
             Short-term borrowing and
             other                             53        90
                                               __        __

               Total interest expense       3,136     2,670
                                            _____     _____
               Net interest income          4,451     4,014
           Provision for loan losses            -         -
                                                _         _
               Net interest income 
               after provision for
               loan losses                  4,451     4,014
                                            _____     _____
           Non-interest income:
             Service charges on
             deposit accounts                 344       287
             Credit card fees                 152       146
             Loan servicing fees               70        76
             Other operating income           158        98
                                              ___        __
               Total non-interest
               income                         724       607
                                              ___       ___
           Non-interest expense:
             Salaries and employee
             benefits                       2,279     2,010
             Occupancy                        822       664
             Marketing and public
             relations                        150       154
             Office supplies,
             printing and postage             150       129
             Processing fees                  264       227
             F.D.I.C. assessments               1       165
             Legal                             63        81
             Other                            379       391
                                              ___       ___
               Total non-interest
               expenses                     4,108     3,821
                                            _____     _____
                 Income before income
                 taxes                      1,067       800
                 Income tax expense           299       299
                                              ___       ___
                 Net income                  $768      $501
                                              ===       ===
              
                 Weighted average
                 shares outstanding
                 -primary               3,639,803 3,568,713
                                        ========= =========

                 Net income per
                 common share -
                 primary                   $  .21   $   .14
                                              ===       ===

          See accompanying notes to condensed consolidated financial
          statements.

          <PAGE>

                         FNB ROCHESTER CORP. AND SUBSIDIARIES
             Condensed Consolidated Statements of Cash Flows (unaudited) 
                                    (In thousands)

                                                        Three months ended
                                                             March 31,


                                                          1996      1995

           Cash flows from operating activities:
             Net income                                 $   768   $   501

           Adjustments to reconcile net income to net
           cash provided by operating activities:

               Depreciation and amortization                321       290
               Amortization of goodwill                      79        59
               Increase in mortgage loans
               held-for-sale                               (587)     (154)
               (Increase) decrease in accrued interest
               receivable                                   211       (91)
               Decrease in other assets                      78       132
               Increase in accrued interest payable
               and other liabilities                         76       513
                                                             __       ___
                   Net cash provided by operating
                   activities                               946     1,250
                                                            ___     _____
           Cash flows from investing activities:

               Decrease in interest bearing deposits          -        77
               Securities available-for-sale:
                   Purchase of securities                (4,662)   (5,797)
                   Proceeds from maturities               6,879       474
               Securities held-to-maturity:
                   Purchase of securities                  (157)   (3,228)
                   Proceeds from maturities               2,051       718

               Loan origination and principal
               collection, net                          (14,038)  (10,513)

               Capital expenditures, net                 (1,345)     (351)
               Increase in other assets - investing        (217)     (957)
                                                            ___       ___

                   Net cash used by investing
                   activities                           (11,489)  (19,577)
                                                         ______    ______

           Cash flows from financing activities:

               Net decrease in demand, savings, NOW
               and money market accounts                 (4,728)   (6,559)
               Certificates of deposit accepted and
               repaid, net                               11,279    37,533
               Increase (decrease) in short-term
               borrowings and securities
               sold under agreement to repurchase        (4,186)   (9,426)
               Increase in long-term debt                   210         -
                                                            ___         _
               Net cash provided by financing
               activities                                 2,575    21,548
                                                          _____    ______

               Increase (decrease) in cash and cash
               equivalents                               (7,968)    3,221
               Cash and cash equivalents at 
               beginning of year                         23,923    19,281
                                                         ______    ______
               Cash and cash equivalents at 
               end of period                            $15,955   $22,502
                                                         ======    ======

           Supplemental disclosure of non-cash
           investing and financing activities
           Transfer of loan from in-substance
            foreclosure to commercial loans                   -     1,160

           The Company paid cash during the three months ended March 31,
           1996 and 1995 as follows: 

               Cash paid for interest                   $ 3,025   $ 2,732
               Cash paid for taxes                            -         -

              See accompanying notes to condensed consolidated financial
              statements.

          <PAGE>
                         FNB ROCHESTER CORP. AND SUBSIDIARIES

           Notes to Condensed Consolidated Financial Statements (unaudited)


           (1) Summary of Significant Accounting Policies

               Basis of Presentation

               FNB Rochester Corp. (the Company) operates as a bank holding
               company.  Its only subsidiary is First National Bank of
               Rochester (the Bank).  The consolidated financial statements
               include the accounts of the Company and its wholly owned
               subsidiary, the Bank.  All material intercompany accounts
               and transactions have been eliminated in the consolidation.

               The financial information is prepared in conformity with
               generally accepted accounting principles and such principles
               are applied on a basis consistent with those reflected in
               the December 31, 1995 Form 10-K Report of the Company filed
               with the Securities and Exchange Commission.  The financial
               information included herein has been prepared by management
               without audit by independent certified public accountants.
               The information furnished includes all adjustments and
               accruals, solely of a normal recurring nature, that are in
               the opinion of management necessary for a fair presentation
               of results for the interim period ended March 31, 1996.  
               Amounts in prior periods' financial statements are
               reclassified whenever necessary to  conform  with  current 
               presentation.

          (2)  Allowance for Loan Losses

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

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

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

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

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

               Changes in the allowance for possible loan losses for the
               three months ended March 31, 1996 and 1995 are as follows:

                                              1996    1995

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

                Provisions (recovery) for
                possible loan losses            -       -
                Loans charged off             (44)    (46)

                Recoveries on loans
                previously charged-off         71      68
                                               __      __

              Balance at end of period     $5,803  $6,474
                                            =====   =====

               At March 31, 1996, the recorded investment in loans that are
               considered to be impaired under SFAS No. 114 totaled
               $243,000. The average recorded investments in impaired loans
               during the three months ended March 31, 1996 was
               approximately $243,000.

               Impaired loans are included in non-performing loans,
               generally as non-accrual loans.  Commercial type loans past
               due greater than 90 days and still accruing are generally
               not considered to be impaired as the Company expects to
               collect all amounts due, including interest accrued at the
               contractual interest rate for the delinquent period. 

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

               For the three months ended March 31, 1996, the Company
               recognized no interest income on the impaired loans.

          (3)  Income per Common Share

               Per share data is based upon the weighted average number of
               common shares outstanding during the year.  Common share
               equivalents (stock options) were used in the income per
               share calculation for 1996 as they dilute earnings per share
               by more than 3 percent. Common share equivalents were not
               used in the 1995 calculation as the dilution was less than 3
               percent. Fully diluted per share data is not applicable.


          (4)  Stock Option Plan

               The Company has an incentive stock option plan under which
               options to acquire 225,000 shares of its common stock were
               available to grant to key employees.  At March 31, 1996,
               options to purchase 223,100 shares were held by grantees
               under the plan. The range of exercise prices of the options
               is $5.63 to $7.75 per share with an average exercise price
               of $6.59 per share.  At March 31, 1996, options to acquire
               167,150 shares were exercisable.  The remaining options
               become exercisable at various times through June 1997.  As
               of March 31, 1996 options to acquire 250 shares have been
               exercised.

          (5)  Dividends

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

          <PAGE>
                         FNB ROCHESTER CORP. AND SUBSIDIARIES

                       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          The following is management's discussion and analysis of certain
          significant factors which have affected the Company's financial
          position and operating results during the periods included in the
          accompanying condensed consolidated financial statements.
          Management's discussion and analysis supplements management's
          discussion and analysis for the year ended December 31, 1995
          contained in Company's Form 10-K for the period then ended and
          includes certain known trends, events and uncertainties that are
          reasonably expected to have a material effect on the Company's
          Financial position or operating results.

          Overview

          Both loans and deposits have continued to grow in the first
          quarter of 1996.  Average loan balances have increased $7.4
          million from the three-month period ended December 31, 1995 and 
          average deposits have increased $8 million. The deposit increase
          has primarily been in certificates of deposit with most of the
          increase in certificates of $100,000 or more. Increases in the
          number of public fund banking relationships in the Company's
          banking offices continues to contribute to this increase.
          Management has made the decision, on a temporary basis, to fund a
          portion of its loan originations with public fund certificates of
          deposit as a lower interest cost alternative to securities sold
          under agreement to repurchase or other long or short term
          borrowing. After several years of declines, non-performing assets
          increased  modestly in the first quarter by $331,000 to a level
          of $2 million and increased as a percent of total loans and real
          estate acquired by foreclosure to .76% from .67% at year end
          1995.  

          Net income for the three months ended March 31, 1996 increased
          $267,000, or 53.3%, to $768,000 from $501,000 for the same period
          in 1995.  Income per share increased to $.21, up $.07 in
          comparison to $.14 for the three months ended March 31, 1995. 
          The increase in income was primarily due to an increase in net
          interest income of $437,000.  Non-interest income increased
          $117,000, or 19.3%, and non-interest expense increased $287,000,
          or 7.5%. 1996 non-interest expense showed increases  in salaries
          and employee benefits and occupancy and was partially offset by a
          decrease in Federal Deposit Insurance assessment.

          Net Interest Income

          Net interest income for the three-month period increased
          $437,000, or 10.9%, as compared to the period ended March 31,
          1995.  As in 1995 the focus in 1996 continues to be increased 
          lending activity funded primarily with deposit growth.  The
          increase in net interest income is primarily the result of
          increased commercial loan and residential mortgage loan volumes
          with offsetting interest expense from increased certificate of
          deposit volumes. Net interest margin, which was 5.02% for the
          three-month period ended March 31, 1995, has remained relatively
          stable at 4.83%, 4.90%, 4.97% and 4.86% for the quarters ended 
          June, September, and December 1995 and March 1996 respectively.
          Interest margins may decline in the future months as much of the
          deposit growth is expected to be in higher-yielding certificates
          of deposit.

          Increased loan volume continues to have a positive effect on
          interest income. Interest and fees on loans increased $967,000,
          or 19.8% for the three-month period ended March 31, 1996 as
          compared to the same period in 1995.  The increases were caused
          by higher loan volumes.

          Average commercial loans increased $34 million, or 25.2%, from
          the period ended March 31, 1995 to the period ended March 31,
          1996.  The increased volume contributed $809,000 to income, which
          was partially offset by rate declines that reduced income by
          $209,000.  Average mortgage loans increased $18.3 million, or
          57.4%. The increase in the mortgage portfolio was primarily made
          up of 15 year fixed rate mortgages. If mortgage rates continue at
          current levels, or decline, more of the new mortgages originated
          for portfolio are likely to be fixed than variable. The  rates
          for mortgages being placed in the portfolio in 1996 show little
          change from 1995 and the $333,000 increase in interest income was
          primarily caused by the increase in volume.  Average home equity
          loans declined $1.3 million and reduced income $47,000.  Average
          consumer loans increased $2.5 million, or 14.5%, and the result
          for the period was an increase in interest income of $54,000 from
          volume and $27,000 from higher rates.   

          Interest expense increased $466,000, or 17.5%, for the three-
          month period ended March 31, 1996 as compared to the period ended
          March 31, 1995.  The savings, NOW, and money market categories of
          deposits have shown a decrease in interest expense of $13,000
          from declining deposit volumes and a decrease of $82,000 from
          decreased rates.  Together, average savings, NOW and money market
          accounts declined $2.5 million, or 1.8% from the March 1995
          quarter.  The Bank's deposit growth in certificates of deposit 
          resulted in $565,000 additional interest expense due to increased
          balances and $33,000 because of increased rates.  Average total
          certificates of deposit have increased $41.7 million from March
          31, 1995 to March 31, 1996.  During the remainder of the year,
          much of the Bank's deposit growth is expected to be in
          certificates of deposit. 

          Provision for Loan Losses

          The Bank provides for loan losses by a charge to current
          operations.  The provision is based upon discretionary
          adjustments which, in the opinion of management, are necessary to
          bring the allowance to an appropriate level considering the
          character of the loan portfolio, current economic conditions,
          analyses of specific loans, and historical loss experience.

          The Bank had net recoveries of $27,000 for the three-month period
          ended March 31, 1996 as compared to net recoveries of $22,000 for
          the same period in 1995.  Net recoveries (annualized) as a
          percent of average loans were .04% for both the three months
          ended March 31, 1996 and 1995.  The ratios of the allowance for
          possible loan losses as a percent of period end loans for the
          comparable period were 2.16% and 3.04% respectively.  Non
          performing assets declined in the three months ended March 31,
          1996 to $2 million from $3.4 million at March 31, 1995. 
          Management undertakes a quarterly analysis to assess the adequacy
          of the allowance taking into account non-performing and
          delinquent loans, internally criticized loans, historical trends,
          economic factors, and overall credit administration.  Based on
          this analysis, the allowance is considered adequate at March 31,
          1996 to absorb anticipated losses.  It is anticipated that
          further additions to the allowance will not be necessary in 1996
          unless there are significant changes in the local economy or
          higher than anticipated loan growth.

          Non-Interest Income and Non-Interest Expense

          Non-interest income of $724,000 for the first three months of
          1996 represents an increase of $117,000, or 19.3%, from $607,000
          for the comparable period in 1995. The increase was primarily
          caused by increases in service charges on deposit accounts and
          gains on the sale of residential mortgages.

          Non-interest expense was $4,108,000 for the first three months of
          1996 as compared to $3,821,000 for the comparable period in 1995,
          an increase of $287,000, or 7.5%. The largest components of non-
          interest expense for the three-month period ended March 31, 1996
          were salaries and employee benefits of $2,279,000 which increased
          $269,000, or 13.4%, from $2,010,000 for the same period in 1995
          and occupancy which increased $158,000, or 23.8%.  Both increases
          were caused primarily by expenses associated with new banking
          offices. The Bank opened three new banking offices in 1995 and a
          fourth in 1996 as well as moving an existing office to a new
          facility in January of 1996.  Occupancy also increased because of
          technological improvements.  Offsetting the increases was a
          reduction in Federal Deposit Insurance assessment of $164,000.
          With  continued growth and technological improvements, the Bank's 
          operating expenses are expected to continue to increase.  

          Provision for Income Taxes

          The provision for income tax remained constant at $299,000 for
          the periods ended March 31, 1996 and 1995.  The Company's
          effective tax rates for the periods were 28% and 37.4% for 1996
          and 1995 respectively.  The decreased effective rate for 1996 was
          caused by the Company's ability to recognize deductible temporary
          differences for which a valuation allowance had previously been
          established.
           
          Income taxes are accounted for under the asset and liability
          method.  Deferred tax assets and liabilities are recognized for
          the future tax consequences attributable to differences between
          the financial statement carrying amounts of existing assets and
          liabilities and their respective tax basis and operating loss and
          tax credit carry forwards.  Deferred tax assets and liabilities
          are measured using enacted tax rates expected to apply to taxable
          income in the years in which those temporary differences are
          expected to be recovered or settled.  The effect on deferred tax
          assets and liabilities of a change in tax rates is recognized in
          income in the period that includes the enactment date.

          The realization of deductible temporary differences depends on
          the Company having sufficient taxable income within the carry
          back period permitted by the tax law to allow for utilization of
          deductible amounts.  A valuation allowance has been established
          for the portion of the Company's net deductible temporary
          differences which are not expected to be realized.   

          Capital Adequacy

          Total shareholders' equity was $26,181,000 at March 31, 1996,
          which represents an increase of $335,000, or 1.3% from
          $25,846,000 at December 31, 1995.  Capital increased by $768,000
          from earnings and declined $433,000 from a decrease in the market
          value of the available-for-sale securities portfolio.

          At March 31, 1996, the Company and its banking subsidiary
          exceeded the minimum guidelines for Tier 1 and Total Risk-Based
          Capital of 4% and 8%, respectively. The Company's ratios were
          9.86% and 11.12% respectively, at March 31, 1996.  Banking
          organizations must also maintain a minimum Tier 1 Leverage Ratio
          of 3% of assets.  Banking organizations that are not top-rated
          according to regulators' "Camel" ratings, however must meet
          leverage ratios of at least 100 basis points above the 3%
          standard. The Company's Tier 1 Leverage Ratio at March 31, 1996
          was 6.55%. 

          Liquidity

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

          The vast majority of the assets of the Company are held by the
          Bank.  Dividends and cash advances to the Company from the Bank
          are subject to standard bank regulatory constraints.  An analysis
          of projected expenses and cash flows indicates that the Company
          has sufficient cash to meet its anticipated cash obligations
          through 1996.

          <PAGE>
                             PART II - OTHER INFORMATION

               Item 1.  Legal Proceedings

                         None

               Item 2.  Changes in Securities

                         None

               Item 3.  Defaults upon Senior Securities

                         None

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

                         None

               Item 5.  Other Information

                         None

               Item 6. Exhibits and Reports on Form 8-K

                    a)  Exhibits

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

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

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

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


                      (27) Financial Data       Page 19
                      Schedule 


               (b)  Reports on Form 8-K:

                None

          <PAGE>

                                      SIGNATURES


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



                                             FNB ROCHESTER CORP.
             


          Date    May 10, 1996               s\s Stacy C. Campbell       
                                             Stacy C. Campbell
                                             Senior Vice President and
                                               Chief Financial Officer
                                               (Principal Financial Officer
                                               and Duly Authorized Officer)


          <PAGE>

                                  INDEX OF EXHIBITS


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

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


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

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


                  (27) Financial Data Schedule

<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          15,918
<INT-BEARING-DEPOSITS>                           1,037
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     70,578
<INVESTMENTS-CARRYING>                          29,886
<INVESTMENTS-MARKET>                            29,590
<LOANS>                                        268,655
<ALLOWANCE>                                      5,803
<TOTAL-ASSETS>                                 394,007
<DEPOSITS>                                     364,426
<SHORT-TERM>                                       800
<LIABILITIES-OTHER>                              2,390
<LONG-TERM>                                        210
                                0
                                          0
<COMMON>                                         3,569
<OTHER-SE>                                      22,612
<TOTAL-LIABILITIES-AND-EQUITY>                 394,007
<INTEREST-LOAN>                                  5,841
<INTEREST-INVEST>                                1,682
<INTEREST-OTHER>                                    64
<INTEREST-TOTAL>                                 7,587
<INTEREST-DEPOSIT>                               3,083
<INTEREST-EXPENSE>                               3,136
<INTEREST-INCOME-NET>                            4,451
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  4,108
<INCOME-PRETAX>                                  1,067
<INCOME-PRE-EXTRAORDINARY>                         768
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       768
<EPS-PRIMARY>                                     0.21
<EPS-DILUTED>                                     0.21
<YIELD-ACTUAL>                                    4.86
<LOANS-NON>                                      1,896
<LOANS-PAST>                                       145
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 5,776
<CHARGE-OFFS>                                       44
<RECOVERIES>                                        71
<ALLOWANCE-CLOSE>                                5,803
<ALLOWANCE-DOMESTIC>                             5,803
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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