As filed with the Securities and Exchange Commission on
          November 1, 1996                        Registration No. 33-
          _________________________________________________________________

                                    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                                16-1231984
          _______________________________________________________________
          (State or other jurisdiction            (I.R.S. Employer 
          of incorporation)                       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
                     1995 Non Employee Director Stock Option Plan
                              401(k) Stock Purchase Plan
                             Employee Stock Purchase Plan
                              (Full title of the plans)
                               _______________________

          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
          <TABLE>
          <CAPTION>
                           Calculation of Registration Fee

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

           <S>          <C>          <C>          <C>          <C>
           Common       225,000      $11.19       $2,517,750   $762.95
           Stock,       Shares
           $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
          $11.19 based on the average of the high and low trading prices
          for the Common Stock in the over-the-counter market on October
          28, 1996, as reported on the NASDAQ National Market System.  The
          number of shares indicated include 100,000 shares under the 1992
          Stock Option Plan, as amended,  25,000 shares under the 1995 Non
          Employee Director  Stock Option Plan, 50,000 shares under the
          401(k) Stock Purchase Plan, and 50,000 shares under the Employee
          Stock Purchase Plan.  In addition, pursuant to Rule 416(c) under
          the Securities Act of 1933, this registration statement covers an
          indeterminate amount of interests to be offered or sold pursuant
          to the employee benefit plans described herein.
          </TABLE>
          <PAGE>
                                   EXPLANATORY NOTE

                    This Registration Statement relates to (i) an amendment
          of the Registrant's 1992 Stock Option Plan to increase the number
          of shares of common stock authorized to be sold thereunder from
          225,000 to 325,000, (ii) 25,000 shares of common stock authorized
          to be sold under the Registrant's 1995 Non Employee Director
          Stock Option Plan; (iii) 50,000 shares of common stock and
          related interests authorized to under the Registrant's 401(k)
          Stock Purchase Plan (the "Retirement Plan"), and (iv) 50,000
          shares of common stock authorized to be sold under the
          Registrant's Employee Stock Purchase Plan.  The contents of
          Registration Statement No. 33-65194 on Form S-8 relating to the
          Registrant's 1992 Stock Option Plan, as filed with the Securities
          and Exchange Commission on June 28, 1993 (the "Prior Registration
          Statement") are hereby incorporated by reference.  Part I of the
          Prior Registration Statement is hereby deleted and Part II of the
          Prior Registration Statement is amended to include the
          information contained in Part II of this Registration Statement.
          <PAGE>
                                       PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

                     (INFORMATION NOT REQUIRED IN THE PROSPECTUS)


          Item 3.   Incorporation of certain documents by reference

                    The Registrant hereby incorporates by reference into
          this Registration Statement the following documents:

                    (a)  The Registrant's latest annual report filed
          pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
          of 1934, as amended (the "1934 Act"), which contains audited
          financial statements for the most recent year for which such
          statements have been filed;

                    (b)  All other reports filed by the Registrant pursuant
          to Section 13(a) or 15(d) of the 1934 Act since the end of the
          fiscal year covered by the annual report referred to in (a)
          above; and

                    (c)  The description of the Registrant's common stock
          contained in the Registration Statement filed with the Commission
          under Section 12 of the 1934 Act, including any amendments or
          reports filed for the purpose of updating such descriptions.

                    All documents filed by the Registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
          date hereof and prior to the filing of a post-effective amendment
          which indicates that the securities offered hereby have been sold
          or which deregisters the securities covered hereby then remaining
          unsold, shall also be deemed to be incorporated by reference into
          this Registration Statement and to be a part hereof commencing on
          the respective dates on which such documents are filed.

          Item 4.   Description of Securities

                    Not Applicable.

          Item 5.   Interests of named experts and counsel

                    Not Applicable.

          Item 6.   Indemnification of Directors and Officers

                    The Registrant's By-laws require the Registrant to
          indemnify, and advance the expenses of, any director, officer or
          employee to the fullest extent permitted from time to time by the
          Business Corporation Law of the State of New York (the "BCL"). 
          The Registrant's By-laws also provide that indemnification under
          the By-laws shall not be exclusive of other rights of
          indemnification of such persons when authorized by a resolution
          of shareholders, a resolution of directors, or an agreement
          providing for indemnification.  

                    The Registrant's Certificate of Incorporation limits
          the personal liability of the Registrant's directors to the
          Registrant or any of its shareholders for any breach of duty as a
          director fullest extent permitted by the BCL.

                    Article 7 of the BCL permits New York corporations,
          acting through the boards of directors, to extend broad
          protection to their directors, officers, and other employees by
          way of indemnity and advancement of expenses.  The BCL also
          authorizes shareholders to add a provision to their corporation's
          Certificate of Incorporation to provide that its directors will
          not be liable to the corporation or its shareholders for monetary
          damages for breach of fiduciary duty as a director unless a
          judgment or other final disposition adverse to the director
          establishes that (1) such director's acts or omissions were in
          bad faith or involved intentional misconduct or knowing violation
          of law; or (2) such director personally gained in fact a
          financial profit or other advantage to which the director was not
          legally entitled; or (3) the acts of such director violated
          Section 719 of the BCL.  Section 719 provides that, unless a
          director performs the duties of a director in good faith and with
          a degree of care which an ordinary prudent person in a like
          position would use under similar circumstances, the director may
          be liable for voting or concurring in the following corporate
          actions; (a) the declaration of an illegal dividend; (b) a
          corporation's repurchase of its own shares when the repurchase is
          not authorized by New York law; (c) the distribution of assets to
          shareholders after dissolution of the corporation without
          adequately providing for known liabilities of the corporation;
          and (d) a loan by a corporation to any director unless the loan
          is authorized by a vote of shareholders.  Section 726 of the BCL
          permits the purchase of insurance to indemnify a corporation or
          its officers and directors to the extent permitted.  Generally,
          the BCL allows corporations to provide for indemnification of
          directors, officers, and employees except in those cases where a
          judgment or other final adjudication adverse to the indemnified
          party establishes the acts were committed in bad faith or were
          the result of active and deliberate dishonesty or that the
          indemnified party personally gained a financial profit or other
          advantage to which he or she was not legally entitled.

                    The foregoing is merely a summary of the describe
          provisions of the BCL, does not purport to be complete, and is
          qualified in its entirety by reference to such provisions.

          Item 7.   Exemption from Registration Claimed

                    Not Applicable.

          Item 8.   Exhibits

                    Exhibit Number           Description
                    ______________           _________________

                         4.1                 1992 Stock Option Plan,
                                             as amended

                         4.2                 Option Agreements under the
                                             1992 Stock Option Plan

                         4.3                 1995 Non Employee Director
                                             Stock Option Plan

                         4.4                 Option Agreement under the
                                             1995 Non Employee Director
                                             Stock Option Plan

                         4.5                 401(k) Stock Purchase Plan

                         4.6                 Employee Stock Purchase Plan

                         5                   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)

                         25.1                Power of Attorney (included in
                                             signature page)

          Item 9.   Undertakings

                    A.   The undersigned Registrant hereby undertakes:

                         (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to this
          Registration Statement:

                              (i)  To include any Prospectus required by
          Section 10(a)(3) of the Securities Act of 1933, as amended (the
          "Securities Act");

                              (ii) To reflect in the Prospectus any facts
          or events arising after the effective date of this Registration
          Statement (or the most recent post-effective amendment thereof)
          which, individually or in the aggregate, represents a fundamental
          change in the information set forth in this Registration State;
          and

                              (iii)     To include any material information
          with respect to the plan of distribution not previously disclosed
          in this Registration Statement or any material change to such
          information in this Registration Statement; provided, however,
          that paragraphs (1)(i) and (1)(ii) above do not apply if the
          information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed by the
          Registrant pursuant to Section 13 or Section 15(d) of the
          Exchange Act that are incorporated by reference in this
          Registration Statement.

                         (2)  That, for the purpose of determining any
          liability under the Securities Act, each such post-effective
          amendment shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of
          such securities at that time shall be deemed to be the initial
          bona fide offering thereof.

                         (3)  To remove from registration by means of a
          post-effective amendment any of the securities being registered
          which remain unsold at the termination of the offering.

                    B.   The undersigned Registrant hereby undertakes that,
          for purposes of determining any liability under the Securities
          Act, each filing of the Registrant's annual report pursuant to
          Section 13(a) or 15(d) of the Exchange Act, (and, where
          applicable, each filing of an employee benefits plan's annual
          report pursuant to Section 15(d) of the Exchange Act) that is
          incorporated by reference in this Registration Statement shall be
          deemed to be a new registration statement relating to the
          securities offered herein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

                    C.   Insofar as indemnification for liabilities arising
          under the Securities Act may be permitted to directors, officers
          and controlling persons of the Registrant pursuant to the
          foregoing provisions, or otherwise, the Registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification against such liabilities (other
          than the payment by the Registrant of expenses incurred or paid
          by a director, officer of controlling person of the Registrant in
          the successful defense of any action, suit or proceeding) is
          asserted by such director, officer or controlling person in
          connection with the securities being registered, the Registrant
          will, unless in the opinion of its counsel the matter has been
          settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such
          indemnification is against public policy as expressed in the
          Securities Act and will be governed by the final adjudication of
          such issue.

                    D.   The undersigned Registrant hereby undertakes to
          deliver or cause to be delivered with the prospectus, to each
          person to whom the prospectus is sent or given, the latest annual
          report to security holders that is incorporated by reference in
          the prospectus pursuant to and meeting the requirements of Rule
          14a-3 and 14c-3 under the Securities Exchange Act of 1934; and,
          where interim financial information required to be presented by
          article 3 of Regulation S-X is not set forth in the prospectus,
          to deliver, or cause to be delivered, to each person to whom the
          prospectus is sent or given, the latest quarterly report that is
          specifically incorporated by reference in the prospectus to
          provide such interim financial information.

                   [Remainder of Page is Intentionally Left Blank]
          <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 22nd day of October, 1996.

                                   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 on the 22nd day of October, 1996.

          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/ Gayle C. Johnston          Director
          ________________________
          Gayle C. Johnston


          s/ Francis T. Lombardi        Director
          _________________________
          Francis T. Lombardi


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


          __________________________    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,  Appendix A to Proxy
                                                       Statement as amended
                                                       dated April 24, 1996
                                                       for Annual Meeting
                                                       of Shareholders held
                                                       May 28, 1996

          4.2                 Option Agreements under  Page 10
                              the 1992 Stock Option
                              Plan

          4.3                 1995 Non Employee        Appendix B to Proxy
                              Director Stock Option    Statement dated
                              Plan                     April 24, 1996 for
                                                       Annual Meeting of
                                                       Shareholders held
                                                       May 28, 1996

          4.4                 Option Agreement under   Page 18
                              the 1995 Non Employee
                              Director Stock Option
                              Plan

          4.5                 401(k) Stock Purchase    Page 25
                              Plan

          4.6                 Employee Stock Purchase  Page 32
                              Plan

          5                   Opinion of Counsel       Page 40

          24.1                Consent of Independent   Page 42
                              Accountants

          24.2                Consent of Counsel
                              (included in Exhibit 5)

          25                  Power of Attorney
                              (contained on the
                              signature page hereof)
          <PAGE>
          KPMG PEAT MARWICK LLP

          600 Clinton Square  Telephone 716 454 1644   Telefax 716 454 1469
          Rochester, NY 14604



                            Independent Auditors' Consent



          The Board of Directors
          FNB Rochester Corp.:

          We consent to incorporation by reference in the registration
          statement on Form S-8 of FNB Rochester Corp. of our report dated
          February 2, 1996, relating to the consolidated statements of
          financial condition of FNB Rochester Corp. and subsidiaries as of
          December 31, 1995 and 1994, and the related consolidated
          statements of operations, changes in shareholders' equity, and
          cash flows for each of the years in the three-year period ended
          December 31, 1995, which report has been incorporated by
          reference in the December 31, 1995 annual report on Form 10-K of
          FNB Rochester Corp.


          s/KPMG Peat Marwick LLP

          Rochester, New York
          October 21, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23890}]
{"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": "333-15325", "film-number": "96651760"}, "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
          November 1, 1996                        Registration No. 33-
          _________________________________________________________________

                                    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                                16-1231984
          _______________________________________________________________
          (State or other jurisdiction            (I.R.S. Employer 
          of incorporation)                       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
                     1995 Non Employee Director Stock Option Plan
                              401(k) Stock Purchase Plan
                             Employee Stock Purchase Plan
                              (Full title of the plans)
                               _______________________

          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     Amount to    Proposed     Proposed     Amount of
           securities   be           Maximum      maximum      Registration
           to be        registered   offering     aggregate    Fee
           registered                price per    offering
                                     share/1      price/1
Common       225,000      $11.19       $2,517,750   $762.95
           Stock,       Shares
           $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
          $11.19 based on the average of the high and low trading prices
          for the Common Stock in the over-the-counter market on October
          28, 1996, as reported on the NASDAQ National Market System.  The
          number of shares indicated include 100,000 shares under the 1992
          Stock Option Plan, as amended,  25,000 shares under the 1995 Non
          Employee Director  Stock Option Plan, 50,000 shares under the
          401(k) Stock Purchase Plan, and 50,000 shares under the Employee
          Stock Purchase Plan.  In addition, pursuant to Rule 416(c) under
          the Securities Act of 1933, this registration statement covers an
          indeterminate amount of interests to be offered or sold pursuant
          to the employee benefit plans described herein.
EXPLANATORY NOTE

                    This Registration Statement relates to (i) an amendment
          of the Registrant's 1992 Stock Option Plan to increase the number
          of shares of common stock authorized to be sold thereunder from
          225,000 to 325,000, (ii) 25,000 shares of common stock authorized
          to be sold under the Registrant's 1995 Non Employee Director
          Stock Option Plan; (iii) 50,000 shares of common stock and
          related interests authorized to under the Registrant's 401(k)
          Stock Purchase Plan (the "Retirement Plan"), and (iv) 50,000
          shares of common stock authorized to be sold under the
          Registrant's Employee Stock Purchase Plan.  The contents of
          Registration Statement No. 33-65194 on Form S-8 relating to the
          Registrant's 1992 Stock Option Plan, as filed with the Securities
          and Exchange Commission on June 28, 1993 (the "Prior Registration
          Statement") are hereby incorporated by reference.  Part I of the
          Prior Registration Statement is hereby deleted and Part II of the
          Prior Registration Statement is amended to include the
          information contained in Part II of this Registration Statement.
PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

                     (INFORMATION NOT REQUIRED IN THE PROSPECTUS)

          Item 3.   Incorporation of certain documents by reference

                    The Registrant hereby incorporates by reference into
          this Registration Statement the following documents:

                    (a)  The Registrant's latest annual report filed
          pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
          of 1934, as amended (the "1934 Act"), which contains audited
          financial statements for the most recent year for which such
          statements have been filed;

                    (b)  All other reports filed by the Registrant pursuant
          to Section 13(a) or 15(d) of the 1934 Act since the end of the
          fiscal year covered by the annual report referred to in (a)
          above; and

                    (c)  The description of the Registrant's common stock
          contained in the Registration Statement filed with the Commission
          under Section 12 of the 1934 Act, including any amendments or
          reports filed for the purpose of updating such descriptions.

                    All documents filed by the Registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
          date hereof and prior to the filing of a post-effective amendment
          which indicates that the securities offered hereby have been sold
          or which deregisters the securities covered hereby then remaining
          unsold, shall also be deemed to be incorporated by reference into
          this Registration Statement and to be a part hereof commencing on
          the respective dates on which such documents are filed.

          Item 4.   Description of Securities

                    Not Applicable.

          Item 5.   Interests of named experts and counsel

                    Not Applicable.

          Item 6.   Indemnification of Directors and Officers

                    The Registrant's By-laws require the Registrant to
          indemnify, and advance the expenses of, any director, officer or
          employee to the fullest extent permitted from time to time by the
          Business Corporation Law of the State of New York (the "BCL"). 
          The Registrant's By-laws also provide that indemnification under
          the By-laws shall not be exclusive of other rights of
          indemnification of such persons when authorized by a resolution
          of shareholders, a resolution of directors, or an agreement
          providing for indemnification.  

                    The Registrant's Certificate of Incorporation limits
          the personal liability of the Registrant's directors to the
          Registrant or any of its shareholders for any breach of duty as a
          director fullest extent permitted by the BCL.

                    Article 7 of the BCL permits New York corporations,
          acting through the boards of directors, to extend broad
          protection to their directors, officers, and other employees by
          way of indemnity and advancement of expenses.  The BCL also
          authorizes shareholders to add a provision to their corporation's
          Certificate of Incorporation to provide that its directors will
          not be liable to the corporation or its shareholders for monetary
          damages for breach of fiduciary duty as a director unless a
          judgment or other final disposition adverse to the director
          establishes that (1) such director's acts or omissions were in
          bad faith or involved intentional misconduct or knowing violation
          of law; or (2) such director personally gained in fact a
          financial profit or other advantage to which the director was not
          legally entitled; or (3) the acts of such director violated
          Section 719 of the BCL.  Section 719 provides that, unless a
          director performs the duties of a director in good faith and with
          a degree of care which an ordinary prudent person in a like
          position would use under similar circumstances, the director may
          be liable for voting or concurring in the following corporate
          actions; (a) the declaration of an illegal dividend; (b) a
          corporation's repurchase of its own shares when the repurchase is
          not authorized by New York law; (c) the distribution of assets to
          shareholders after dissolution of the corporation without
          adequately providing for known liabilities of the corporation;
          and (d) a loan by a corporation to any director unless the loan
          is authorized by a vote of shareholders.  Section 726 of the BCL
          permits the purchase of insurance to indemnify a corporation or
          its officers and directors to the extent permitted.  Generally,
          the BCL allows corporations to provide for indemnification of
          directors, officers, and employees except in those cases where a
          judgment or other final adjudication adverse to the indemnified
          party establishes the acts were committed in bad faith or were
          the result of active and deliberate dishonesty or that the
          indemnified party personally gained a financial profit or other
          advantage to which he or she was not legally entitled.

                    The foregoing is merely a summary of the describe
          provisions of the BCL, does not purport to be complete, and is
          qualified in its entirety by reference to such provisions.

          Item 7.   Exemption from Registration Claimed

                    Not Applicable.

          Item 8.   Exhibits

                    Exhibit Number           Description
                    ______________           _________________

                         4.1                 1992 Stock Option Plan,
                                             as amended

                         4.2                 Option Agreements under the
                                             1992 Stock Option Plan

                         4.3                 1995 Non Employee Director
                                             Stock Option Plan

                         4.4                 Option Agreement under the
                                             1995 Non Employee Director
                                             Stock Option Plan

                         4.5                 401(k) Stock Purchase Plan

                         4.6                 Employee Stock Purchase Plan

                         5                   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)

                         25.1                Power of Attorney (included in
                                             signature page)

          Item 9.   Undertakings

                    A.   The undersigned Registrant hereby undertakes:

                         (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to this
          Registration Statement:

                              (i)  To include any Prospectus required by
          Section 10(a)(3) of the Securities Act of 1933, as amended (the
          "Securities Act");

                              (ii) To reflect in the Prospectus any facts
          or events arising after the effective date of this Registration
          Statement (or the most recent post-effective amendment thereof)
          which, individually or in the aggregate, represents a fundamental
          change in the information set forth in this Registration State;
          and

                              (iii)     To include any material information
          with respect to the plan of distribution not previously disclosed
          in this Registration Statement or any material change to such
          information in this Registration Statement; provided, however,
          that paragraphs (1)(i) and (1)(ii) above do not apply if the
          information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed by the
          Registrant pursuant to Section 13 or Section 15(d) of the
          Exchange Act that are incorporated by reference in this
          Registration Statement.

                         (2)  That, for the purpose of determining any
          liability under the Securities Act, each such post-effective
          amendment shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of
          such securities at that time shall be deemed to be the initial
          bona fide offering thereof.

                         (3)  To remove from registration by means of a
          post-effective amendment any of the securities being registered
          which remain unsold at the termination of the offering.

                    B.   The undersigned Registrant hereby undertakes that,
          for purposes of determining any liability under the Securities
          Act, each filing of the Registrant's annual report pursuant to
          Section 13(a) or 15(d) of the Exchange Act, (and, where
          applicable, each filing of an employee benefits plan's annual
          report pursuant to Section 15(d) of the Exchange Act) that is
          incorporated by reference in this Registration Statement shall be
          deemed to be a new registration statement relating to the
          securities offered herein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

                    C.   Insofar as indemnification for liabilities arising
          under the Securities Act may be permitted to directors, officers
          and controlling persons of the Registrant pursuant to the
          foregoing provisions, or otherwise, the Registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification against such liabilities (other
          than the payment by the Registrant of expenses incurred or paid
          by a director, officer of controlling person of the Registrant in
          the successful defense of any action, suit or proceeding) is
          asserted by such director, officer or controlling person in
          connection with the securities being registered, the Registrant
          will, unless in the opinion of its counsel the matter has been
          settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such
          indemnification is against public policy as expressed in the
          Securities Act and will be governed by the final adjudication of
          such issue.

                    D.   The undersigned Registrant hereby undertakes to
          deliver or cause to be delivered with the prospectus, to each
          person to whom the prospectus is sent or given, the latest annual
          report to security holders that is incorporated by reference in
          the prospectus pursuant to and meeting the requirements of Rule
          14a-3 and 14c-3 under the Securities Exchange Act of 1934; and,
          where interim financial information required to be presented by
          article 3 of Regulation S-X is not set forth in the prospectus,
          to deliver, or cause to be delivered, to each person to whom the
          prospectus is sent or given, the latest quarterly report that is
          specifically incorporated by reference in the prospectus to
          provide such interim financial information.

                   [Remainder of Page is Intentionally Left Blank]
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 22nd day of October, 1996.

                                   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 on the 22nd day of October, 1996.

          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/ Gayle C. Johnston          Director
          ________________________
          Gayle C. Johnston

          s/ Francis T. Lombardi        Director
          _________________________
          Francis T. Lombardi

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

          __________________________    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,  Appendix A to Proxy
                                                       Statement as amended
                                                       dated April 24, 1996
                                                       for Annual Meeting
                                                       of Shareholders held
                                                       May 28, 1996

          4.2                 Option Agreements under  Page 10
                              the 1992 Stock Option
                              Plan

          4.3                 1995 Non Employee        Appendix B to Proxy
                              Director Stock Option    Statement dated
                              Plan                     April 24, 1996 for
                                                       Annual Meeting of
                                                       Shareholders held
                                                       May 28, 1996

          4.4                 Option Agreement under   Page 18
                              the 1995 Non Employee
                              Director Stock Option
                              Plan

          4.5                 401(k) Stock Purchase    Page 25
                              Plan

          4.6                 Employee Stock Purchase  Page 32
                              Plan

          5                   Opinion of Counsel       Page 40

          24.1                Consent of Independent   Page 42
                              Accountants

          24.2                Consent of Counsel
                              (included in Exhibit 5)

          25                  Power of Attorney
                              (contained on the
                              signature page hereof)
KPMG PEAT MARWICK LLP

          600 Clinton Square  Telephone 716 454 1644   Telefax 716 454 1469
          Rochester, NY 14604

                            Independent Auditors' Consent

          The Board of Directors
          FNB Rochester Corp.:

          We consent to incorporation by reference in the registration
          statement on Form S-8 of FNB Rochester Corp. of our report dated
          February 2, 1996, relating to the consolidated statements of
          financial condition of FNB Rochester Corp. and subsidiaries as of
          December 31, 1995 and 1994, and the related consolidated
          statements of operations, changes in shareholders' equity, and
          cash flows for each of the years in the three-year period ended
          December 31, 1995, which report has been incorporated by
          reference in the December 31, 1995 annual report on Form 10-K of
          FNB Rochester Corp.

          s/KPMG Peat Marwick LLP

          Rochester, New York
          October 21, 1996