As filed with the Securities and Exchange Commission on October 30, 1998
                             Registration No. 333-
 ------------------------------------------------------------------------------


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              --------------------

                               FNB ROCHESTER CORP.
             (Exact name of registrant as specified in its charter)

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

            35 State Street,Rochester, New York 14614 (716) 546-3300
            ---------------------------------------------------------
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                            ------------------------

                       1992 Stock Option Plan, as Amended

                            (Full title of the plan)
                             -----------------------

                    Timothy P. Johnson, Esq., V.P. & Counsel
            FNB Rochester Corp., 35 State Street, Rochester, NY 14614
                                 (716) 258-1687
          Name and address, including zip code, and telephone number,
                    include area code, of agent for service)
                             ----------------------

                          Copy to: Ward B. Hinkle, Esq.
                  Hodgson, Russ, Andrews, Woods & Goodyear, LLP
                             1800 One M & T Plaza,
                               Buffalo, NY 14203
                                 (716) 856-4000

                         Calculation of Registration Fee
<TABLE>
<CAPTION>

Title of securities   Amount to be   Proposed Maximum    Proposed maximum     Amount of
to be registered      registered     offering price per  aggregate offering   Registration Fee
                                     share (1)           price (1)

<S>                   <C>            <C>                 <C>                  <C>      
Common Stock,         200,000 Shares $17.25              $3,450,000           $959.10
$1.00 par value
</TABLE>
---------------------  

(1)  Estimated  pursuant to Rule 457 solely for the purpose of  calculating  the
registration  fee.  The price per share is to be $17.25  based on the average of
the high and low  trading  prices for the Common  Stock in the  over-the-counter
market on October 28, 1998, as reported on the NASDAQ  National  Market  System.
The 200,000  shares  indicated will be offered and sold pursuant to an amendment
to the Registrant's 1992 Stock Option Plan, as amended.


<PAGE>
                                    PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

                 (INFORMATION NOT REQUIRED IN THE PROSPECTUS)


Item 3.  Incorporation of certain documents by reference

                  This  Registration  Statement  relates  to  securities  to  be
offered and sold pursuant to an amendment to the Registrant's  1992 Stock Option
Plan that  increased  the number of shares of common  stock  authorized  to sold
thereunder  from 325,000 to 525,000.  A total of 325,000  shares of common stock
authorized  to be sold  under  the  Registrant's  1992  Stock  Option  Plan were
previously registered under Registration Statement No. 33-65194 and Registration
Statement  No.  333-15325.  In  accordance  with  Instruction E to Form S-8, the
contents of Registration  Statement No. 333-15325 are hereby incorporated herein
by reference,  except  insofar that the  references  to exhibits  shall be those
indicated below.


Item 8.  Exhibits

Exhibit Number        Description

     4.1              1992 Stock Option Plan,
                      as amended

     4.2              Forms of Option Agreements under the 1992
                      Stock Option Plan

     4.3              1995 Non Employee Director Stock Option Plan


     5.1              Opinion of Hodgson, Russ, Andrews,
                      Woods & Goodyear, LLP Regarding Legality of
                      Common Stock Being Registered.

     24.1             Consent of KPMG Peat Marwick LLP

     24.2             Consent of Hodgson, Russ, Andrews, Woods
                      & Goodyear, LLP (included in their Opinion filed
                      as Exhibit 5.1)

     25.1             Power of Attorney (included in
                      signature page)

<PAGE>
                                SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Rochester,  State of New York, on the 28th day 
of October, 1998.

                                FNB ROCHESTER CORP.


                             s/ R. Carlos Carballada
                           By:  R. Carlos Carballada, President



                            POWER OF ATTORNEY

                  Each person whose  signature  appears  below  constitutes  and
appoints  Timothy P.  Johnson,  his or her  attorney-in-fact,  with the power of
substitution,  for him or her in any and all capacities,  to sign any amendments
to this Registration Statement,  and to file the same, with exhibits thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  hereby ratifying and confirming all that said attorney-in-fact,  or
his substitute or substitutes, may do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons as of the 28th day of October, 1998.

SIGNATURE                                 TITLE

s/R. Carlos Carballada                    President, Chief Executive Officer,
---------------------------------            and Director
R. Carlos Carballada


s/Stacy C. Campbell                       Senior Vice President,
---------------------------------            Chief Financial Officer
Stacy C. Campbell


s/Michael J. Falcone                      Chairman of the Board of Directors
---------------------------------
Michael J. Falcone


s/Carl R. Reynolds                        Vice Chairman of the Board of
---------------------------------            Directors
Carl R. Reynolds


s/Joseph M. Lobozzo II                    Director
---------------------------------
Joseph M. Lobozzo II


_________________________________         Director
Francis T. Lombardi


s/H. Bruce Russell                        Director
---------------------------------
H. Bruce Russell


s/James D. Ryan                           Director
---------------------------------
James D. Ryan


s/Linda Cornell Weinstein                 Director
---------------------------------
Linda Cornell Weinstein

<PAGE>
                                EXHIBIT INDEX

Exhibit Number      Description                        Page/Reference

4.1                 1992 Stock Option Plan,                    1
                    as amended

4.2                 Form of Option Agreements under         Page 6
                    the 1992 Stock Option
                    Plan

5.1                 Opinion of Counsel                      Page 20

24.1                Consent of Independent Accountants      Page 22

24.2                Consent of Counsel (included in
                    Exhibit 5.1)

25                  Power of Attorney (contained
                    on the signature page hereof)

------------

         1.  Incorporated by reference to the Appendix to the Proxy Statement of
the Registrant dated April 15, 1998 for its Annual Meeting of Shareholders  held
on May 19, 1998.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 8328}]
{"company-data": {"conformed-name": "FNB ROCHESTER CORP", "cik": "0000745087", "assigned-sic": "6021", "irs-number": "161231984", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66413", "film-number": "98734337"}, "business-address": {"street1": "35 STATE ST", "city": "ROCHESTER", "state": "NY", "zip": "14614", "phone": "7165463300"}, "mail-address": {"street1": "35 STATE STREET", "city": "ROCHESTER", "state": "NY", "zip": "14614"}}
As filed with the Securities and Exchange Commission on October 30, 1998
                             Registration No. 333-
 ------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              --------------------

                               FNB ROCHESTER CORP.
             (Exact name of registrant as specified in its charter)

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

            35 State Street,Rochester, New York 14614 (716) 546-3300
            ---------------------------------------------------------
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                            ------------------------

                       1992 Stock Option Plan, as Amended

                            (Full title of the plan)
                             -----------------------

                    Timothy P. Johnson, Esq., V.P. & Counsel
            FNB Rochester Corp., 35 State Street, Rochester, NY 14614
                                 (716) 258-1687
          Name and address, including zip code, and telephone number,
                    include area code, of agent for service)
                             ----------------------

                          Copy to: Ward B. Hinkle, Esq.
                  Hodgson, Russ, Andrews, Woods & Goodyear, LLP
                             1800 One M & T Plaza,
                               Buffalo, NY 14203
                                 (716) 856-4000

                         Calculation of Registration Fee
Title of securities   Amount to be   Proposed Maximum    Proposed maximum     Amount of
to be registered      registered     offering price per  aggregate offering   Registration Fee
                                     share (1)           price (1)
Common Stock,         200,000 Shares $17.25              $3,450,000           $959.10
$1.00 par value
---------------------  

(1)  Estimated  pursuant to Rule 457 solely for the purpose of  calculating  the
registration  fee.  The price per share is to be $17.25  based on the average of
the high and low  trading  prices for the Common  Stock in the  over-the-counter
market on October 28, 1998, as reported on the NASDAQ  National  Market  System.
The 200,000  shares  indicated will be offered and sold pursuant to an amendment
to the Registrant's 1992 Stock Option Plan, as amended.
PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

                 (INFORMATION NOT REQUIRED IN THE PROSPECTUS)

Item 3.  Incorporation of certain documents by reference

                  This  Registration  Statement  relates  to  securities  to  be
offered and sold pursuant to an amendment to the Registrant's  1992 Stock Option
Plan that  increased  the number of shares of common  stock  authorized  to sold
thereunder  from 325,000 to 525,000.  A total of 325,000  shares of common stock
authorized  to be sold  under  the  Registrant's  1992  Stock  Option  Plan were
previously registered under Registration Statement No. 33-65194 and Registration
Statement  No.  333-15325.  In  accordance  with  Instruction E to Form S-8, the
contents of Registration  Statement No. 333-15325 are hereby incorporated herein
by reference,  except  insofar that the  references  to exhibits  shall be those
indicated below.

Item 8.  Exhibits

Exhibit Number        Description

     4.1              1992 Stock Option Plan,
                      as amended

     4.2              Forms of Option Agreements under the 1992
                      Stock Option Plan

     4.3              1995 Non Employee Director Stock Option Plan

     5.1              Opinion of Hodgson, Russ, Andrews,
                      Woods & Goodyear, LLP Regarding Legality of
                      Common Stock Being Registered.

     24.1             Consent of KPMG Peat Marwick LLP

     24.2             Consent of Hodgson, Russ, Andrews, Woods
                      & Goodyear, LLP (included in their Opinion filed
                      as Exhibit 5.1)

     25.1             Power of Attorney (included in
                      signature page)
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Rochester,  State of New York, on the 28th day 
of October, 1998.

                                FNB ROCHESTER CORP.

                             s/ R. Carlos Carballada
                           By:  R. Carlos Carballada, President

                            POWER OF ATTORNEY

                  Each person whose  signature  appears  below  constitutes  and
appoints  Timothy P.  Johnson,  his or her  attorney-in-fact,  with the power of
substitution,  for him or her in any and all capacities,  to sign any amendments
to this Registration Statement,  and to file the same, with exhibits thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  hereby ratifying and confirming all that said attorney-in-fact,  or
his substitute or substitutes, may do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons as of the 28th day of October, 1998.

SIGNATURE                                 TITLE

s/R. Carlos Carballada                    President, Chief Executive Officer,
---------------------------------            and Director
R. Carlos Carballada

s/Stacy C. Campbell                       Senior Vice President,
---------------------------------            Chief Financial Officer
Stacy C. Campbell

s/Michael J. Falcone                      Chairman of the Board of Directors
---------------------------------
Michael J. Falcone

s/Carl R. Reynolds                        Vice Chairman of the Board of
---------------------------------            Directors
Carl R. Reynolds

s/Joseph M. Lobozzo II                    Director
---------------------------------
Joseph M. Lobozzo II

_________________________________         Director
Francis T. Lombardi

s/H. Bruce Russell                        Director
---------------------------------
H. Bruce Russell

s/James D. Ryan                           Director
---------------------------------
James D. Ryan

s/Linda Cornell Weinstein                 Director
---------------------------------
Linda Cornell Weinstein
EXHIBIT INDEX

Exhibit Number      Description                        Page/Reference

4.1                 1992 Stock Option Plan,                    1
                    as amended

4.2                 Form of Option Agreements under         Page 6
                    the 1992 Stock Option
                    Plan

5.1                 Opinion of Counsel                      Page 20

24.1                Consent of Independent Accountants      Page 22

24.2                Consent of Counsel (included in
                    Exhibit 5.1)

25                  Power of Attorney (contained
                    on the signature page hereof)

------------

         1.  Incorporated by reference to the Appendix to the Proxy Statement of
the Registrant dated April 15, 1998 for its Annual Meeting of Shareholders  held
on May 19, 1998.