SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                             -----------------------

                                    FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
                        QUARTER ENDED SEPTEMBER 30, 2003

                         SEC Exchange Act No. 000-23601
                                              ---------


                            Pathfinder Bancorp, Inc.
                            ------------------------
               (Exact name of Company as specified in its charter)


                                     Federal
                                     -------
            (State or jurisdiction of incorporation or organization)


                                   16-1540137
                                   ----------
                     (I.R.S. Employer Identification Number)


                 214  W.  1st  Street
                 Oswego,  New  York                  13126
-------------------------------------------------------------
(Address  of  principal  executive  office)       (Zip  Code)


         Company's telephone number, including area code: (315) 343-0057
                                                          --------------


                                       Not Applicable
                                       --------------
    (Former name, former address and former fiscal year, if changed since last
                                     report)


     Indicate  by  check  mark  whether  the  Company  (1) has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes      X     No  ____
                                              -----

Indicate  by  check  mark  whether  the  Registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Act).      Yes  No   X
                                                       --

     Indicate  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:  There were 2,433,132 shares
of  the  Company's  common  stock  outstanding  as  of  November  10,  2003.


<PAGE>

                            PATHFINDER BANCORP, INC.
                                      INDEX



PART  1          FINANCIAL  INFORMATION                                PAGE

Item  1.    Financial  Statements

           Consolidated  Statements  of  Condition                     1
           Consolidated  Statements  of  Income                        2-3
           Consolidated  Statements  of  Shareholders'  Equity         4
           Consolidated  Statements  of  Cash  Flows                   5
           Notes  to  Consolidated  Financial  Statements              6-10

Item  2.  Management's  Discussion  and  Analysis  of  Financial      11-18
          Condition  and  Results  of  Operations

Item  3.  Quantitative  and  Qualitative  Disclosure  about  Market   19-21
          Risk

Item  4.  Control  and  Procedures                                    22

PART  II  OTHER  INFORMATION                                          23

          Item  1.     Legal  proceedings
          Item  2.     Change  in  securities
          Item  3.     Defaults  upon  senior  securities
          Item  4.     Submission  of  matters  to  a  vote
                        of security holders
          Item  5.     Other  information
          Item  6.     Exhibits  and  Reports  on  Form  8-K


SIGNATURES
<PAGE>
<TABLE>
<CAPTION>

                                            PATHFINDER  BANCORP, INC.
                                       CONSOLIDATED STATEMENTS OF CONDITION
                               SEPTEMBER 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002



                                                                                   September 30,    December 31,
                                                                                       2003             2002
----------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                               <C>              <C>
Cash and due from banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    8,238,186   $   7,026,126
Interest earning deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . .         352,766       6,714,279
                                                                                  ---------------  --------------
    Total cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .       8,590,952      13,740,405
Investment securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      62,681,278      62,505,544
Mortgage loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . .       4,194,209       3,616,711
Loans:
   Real estate residential . . . . . . . . . . . . . . . . . . . . . . . . . . .     129,818,714     119,560,715
   Real estate commercial. . . . . . . . . . . . . . . . . . . . . . . . . . . .      29,420,789      32,657,177
   Consumer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      16,299,445      15,068,204
   Commercial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      18,686,682      13,196,188
                                                                                  ---------------  --------------
     Total Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     194,225,630     180,482,284
   Less: Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . .       1,699,859       1,480,874
                                                                                  ---------------  --------------
     Loans receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . .     192,525,771     179,001,410

Premises and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . .       6,449,249       5,622,171
Accrued interest receivable. . . . . . . . . . . . . . . . . . . . . . . . . . .       1,393,418       1,334,126
Other real estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         361,996       1,395,714
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,840,226       3,840,226
Intangible asset, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         905,503       1,073,182
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       6,535,008       6,926,378
                                                                                  ---------------  --------------
     Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  287,477,610   $ 279,055,867
                                                                                  ===============  ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
-------------------------------------

Deposits:
  Interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  193,369,414   $ 188,757,723
  Non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      18,724,645      15,764,382
                                                                                  ---------------  --------------
     Total deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     212,094,059     204,522,105
Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5,200,000         700,000
Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      39,860,000      42,160,000
Company obligated mandatorily redeemable preferred securities of subsidiary. . .       5,000,000       5,000,000
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,949,170       3,443,740
                                                                                  ---------------  --------------
     Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     266,103,229     255,825,845
                                                                                  ---------------  --------------

Shareholders' equity:
   Preferred stock, authorized shares 1,000,000; no shares issued or outstanding
   Common stock, par value $.01 per share; authorized 10,000,000 shares;
    2,918,419 and 2,914,669 shares issued;  and 2,433,132 and 2,610,496
    shares outstanding, respectively . . . . . . . . . . . . . . . . . . . . . .          29,184          29,146
   Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . .       7,194,509       7,113,811
   Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      20,520,702      19,745,651
   Accumulated other comprehensive income. . . . . . . . . . . . . . . . . . . .         186,048         280,905
   Unearned ESOP shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (89,403)       (124,467)
   Treasury Stock, at cost; 485,287 and 304,173 shares, respectively . . . . . .      (6,466,659)     (3,815,024)
                                                                                  ---------------  --------------
     Total shareholders' equity. . . . . . . . . . . . . . . . . . . . . . . . .      21,374,381      23,230,022
                                                                                  ---------------  --------------

     Total liabilities and shareholders' equity. . . . . . . . . . . . . . . . .  $  287,477,610   $ 279,055,867
                                                                                  ===============  ==============
</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.

                                        1
<PAGE>
<TABLE>
<CAPTION>

                                         PATHFINDER  BANCORP, INC.
                                     CONSOLIDATED STATEMENTS OF INCOME
                   FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
                                                (UNAUDITED)


                                                                     For the three        For the three
                                                                     months ended         months ended
                                                                  September 30, 2003   September 30, 2002
---------------------------------------------------------------------------------------------------------
<S>                                                               <C>                  <C>
INTEREST INCOME:
  Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         3,167,151  $         3,191,513
  Interest and dividends on investments:
    U.S. Treasury and agencies . . . . . . . . . . . . . . . . .               41,291               53,370
    Tax-exempt securities. . . . . . . . . . . . . . . . . . . .               53,670               77,429
    Corporate obligations. . . . . . . . . . . . . . . . . . . .              148,428              279,202
    Marketable equity securities . . . . . . . . . . . . . . . .               27,677               47,851
    Mortgage-backed securities . . . . . . . . . . . . . . . . .              236,541              208,655
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .                2,434               60,168
                                                                  -------------------  -------------------
       Total interest income . . . . . . . . . . . . . . . . . .            3,677,192            3,918,188

INTEREST EXPENSE:
  Interest on deposits . . . . . . . . . . . . . . . . . . . . .              884,128            1,139,458
  Interest on borrowed funds . . . . . . . . . . . . . . . . . .              486,964              557,454
  Interest on company obligated mandatorily redeemable preferred
     securities of subsidiary. . . . . . . . . . . . . . . . . .               56,973               71,159
                                                                  -------------------  -------------------
       Total interest expense. . . . . . . . . . . . . . . . . .            1,428,065            1,768,071
                                                                  -------------------  -------------------

          Net interest income. . . . . . . . . . . . . . . . . .            2,249,127            2,150,117
  Provision for loan losses. . . . . . . . . . . . . . . . . . .              126,004              138,424
                                                                  -------------------  -------------------
          Net interest income after provision for loan losses. .            2,123,123            2,011,693
                                                                  -------------------  -------------------

OTHER INCOME:
  Service charges on deposit accounts. . . . . . . . . . . . . .              212,938              155,111
  Loan servicing fees. . . . . . . . . . . . . . . . . . . . . .               61,727               74,368
  Increase in value of bank owned life insurance . . . . . . . .               56,567               43,582
  Net gain on securities . . . . . . . . . . . . . . . . . . . .                2,111                    -
  Net gain on loans/real estate. . . . . . . . . . . . . . . . .              153,068                2,562
  Other charges, commissions & fees. . . . . . . . . . . . . . .              114,388               94,321
                                                                  -------------------  -------------------
          Total other income . . . . . . . . . . . . . . . . . .              600,799              369,944
                                                                  -------------------  -------------------

OTHER EXPENSES:
  Salaries and employee benefits . . . . . . . . . . . . . . . .            1,106,747              999,444
  Building occupancy . . . . . . . . . . . . . . . . . . . . . .              248,707              184,435
  Data processing expenses . . . . . . . . . . . . . . . . . . .              220,893              184,480
  Professional and other services. . . . . . . . . . . . . . . .              222,775              189,538
  Amortization of intangible asset . . . . . . . . . . . . . . .               55,622                    -
  Other expenses . . . . . . . . . . . . . . . . . . . . . . . .              419,063              354,535
          Total other expenses . . . . . . . . . . . . . . . . .            2,273,807            1,912,432
                                                                  -------------------  -------------------

Income before income taxes . . . . . . . . . . . . . . . . . . .              450,115              469,205
Provision for income taxes . . . . . . . . . . . . . . . . . . .              117,395              120,379
                                                                  -------------------  -------------------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           332,720  $           348,826
                                                                  -------------------  -------------------


     NET INCOME PER SHARE - BASIC. . . . . . . . . . . . . . . .  $              0.14  $              0.14
                                                                  ===================  ===================
     NET INCOME PER SHARE - DILUTED. . . . . . . . . . . . . . .  $              0.14  $              0.13
                                                                  ===================  ===================
</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.

                                        2
<PAGE>
<TABLE>
<CAPTION>

                                         PATHFINDER  BANCORP, INC.
                                     CONSOLIDATED STATEMENTS OF INCOME
                    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
                                                (UNAUDITED)


                                                                     For the nine         For the nine
                                                                     months ended         months ended
                                                                  September 30, 2003   September 30, 2002
----------------------------------------------------------------------------------------------------------
<S>                                                               <C>                  <C>
INTEREST INCOME:
  Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         9,647,445  $         9,693,124
  Interest and dividends on investments:
    U.S. Treasury and agencies . . . . . . . . . . . . . . . . .              128,139              117,884
    Tax-exempt securities. . . . . . . . . . . . . . . . . . . .              174,357              234,892
    Corporate obligations. . . . . . . . . . . . . . . . . . . .              591,473              906,951
    Marketable equity securities . . . . . . . . . . . . . . . .              134,660              109,422
    Mortgage-backed securities . . . . . . . . . . . . . . . . .              851,616              683,028
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .               27,238               75,308
                                                                  -------------------  -------------------
       Total interest income . . . . . . . . . . . . . . . . . .           11,554,928           11,820,609

INTEREST EXPENSE:
  Interest on deposits . . . . . . . . . . . . . . . . . . . . .            2,891,316            3,530,164
  Interest on borrowed funds . . . . . . . . . . . . . . . . . .            1,491,752            1,685,917
  Interest on company obligated mandatorily redeemable preferred
     securities of subsidiary. . . . . . . . . . . . . . . . . .              177,000               71,159
                                                                  -------------------  -------------------
       Total interest expense. . . . . . . . . . . . . . . . . .            4,560,068            5,287,240
                                                                  -------------------  -------------------

          Net interest income. . . . . . . . . . . . . . . . . .            6,994,860            6,533,369
  Provision for loan losses. . . . . . . . . . . . . . . . . . .              491,830            1,208,005
                                                                  -------------------  -------------------
          Net interest income after provision for loan losses. .            6,503,030            5,325,364
                                                                  -------------------  -------------------

OTHER INCOME:
  Service charges on deposit accounts. . . . . . . . . . . . . .              590,173              451,819
  Loan servicing fees. . . . . . . . . . . . . . . . . . . . . .              188,921              198,109
  Increase in value of bank owned life insurance . . . . . . . .              142,301              163,746
  Net gain on securities . . . . . . . . . . . . . . . . . . . .              522,711              617,320
  Net gain on loans/real estate. . . . . . . . . . . . . . . . .              331,588              137,255
  Other charges, commissions & fees. . . . . . . . . . . . . . .              363,546              319,451
                                                                  -------------------  -------------------
          Total other income . . . . . . . . . . . . . . . . . .            2,139,240            1,887,700
                                                                  -------------------  -------------------

OTHER EXPENSES:
  Salaries and employee benefits . . . . . . . . . . . . . . . .            3,302,934            2,733,986
  Building occupancy . . . . . . . . . . . . . . . . . . . . . .              754,638              553,669
  Data processing expenses . . . . . . . . . . . . . . . . . . .              637,195              585,874
  Professional and other services. . . . . . . . . . . . . . . .              579,938              595,215
  Amortization of intangible asset . . . . . . . . . . . . . . .              167,680                    -
  Other expenses . . . . . . . . . . . . . . . . . . . . . . . .            1,373,389            1,025,221
          Total other expenses . . . . . . . . . . . . . . . . .            6,815,774            5,493,965
                                                                  -------------------  -------------------

Income before income taxes . . . . . . . . . . . . . . . . . . .            1,826,496            1,719,099
Provision for income taxes . . . . . . . . . . . . . . . . . . .              484,242              452,911
                                                                  -------------------  -------------------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         1,342,254  $         1,266,188
                                                                  ===================  ===================


     NET INCOME PER SHARE - BASIC. . . . . . . . . . . . . . . .  $              0.55  $              0.49
                                                                  ===================  ===================
     NET INCOME PER SHARE - DILUTED. . . . . . . . . . . . . . .  $              0.54  $              0.48
                                                                  ===================  ===================

</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>

                                     PATHFINDER BANCORP, INC.
                           STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                   NINE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
                                           (unaudited)


                                                             Additional
                                          Common Stock Issued   Paid in    Retained
                                          Shares      Amount    Capital     Earnings
                                          --------------------  --------  ----------


<S>                                       <C>       <C>       <C>         <C>
BALANCE, DECEMBER 31, 2002 . . . . . . . 2,914,669   $ 29,146  $7,113,811  $19,745,651
Comprehensive income
Net income . . . . . . . . . . . . . . .                                     1,342,254
Other comprehensive income, net of tax:
Unrealized net losses on securities
Total Comprehensive income
ESOP shares earned . . . . . . . . . . .                           53,421
Stock options exercised. . . . . . . . .     3,750         38      27,277
Treasury stock purchased
Dividends declared ($.30 per share). . .                                      (567,203)
---------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2003. . . . . .   2,918,419   $ 29,184  $7,194,509  $20,520,702
=======================================================================================
</TABLE>
<TABLE>
<CAPTION>
                                            Accumulated
                                            Other Com-      Unearned
                                            prehensive       ESOP        Treasury
                                            Income          Shares        Stock          Total
----------------------------------------------------------------------------------------------
<S>                                       <C>           <C>           <C>           <C>
BALANCE, DECEMBER 31, 2002 . . . . . . .  $   280,905   $  (124,467)  $(3,815,024)  $23,230,022
Comprehensive income . . . . . . . . . .            -
Net income .                                           . . . . . . . . . . . . . .    1,342,254
Other comprehensive income, net of tax:.            -
Unrealized net losses on securities. . .      (94,857)                                  (94,857)
Total Comprehensive income . . . . . . .                                              1,247,397
ESOP shares earned . . . . . . . . . . .                     35,064                      88,485
Stock options exercised. . . . . . . . .                                                 27,315
Treasury stock purchased . . . . . . . .                               (2,651,635)   (2,651,635)
Dividends declared ($.30 per share). . .                                               (567,203)
------------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2003. . . . . . .  $   186,048   $   (89,403)  $(6,466,659)  $21,374,381
================================================================================================
</TABLE>
<TABLE>
<CAPTION>

                                                               Additional
                                          Common Stock Issued   Paid in     Retained
                                            Shares    Amount    Capital     Earnings
--------------------------------------------------------------------------------------
<S>                                       <C>         <C>      <C>         <C>
BALANCE, DECEMBER 31, 2001 . . . . . . .  2,894,220   $28,942  $6,917,817  $19,015,639

Net income . . . . .                                    . . . . . . . . . .  1,266,188
Other comprehensive income, net of tax:
Unrealized net losses on securities
Total Comprehensive income
ESOP shares earned . . . . . . . . . . .                           48,243
Stock options exercised. . . . . . . . .     12,466       125      84,474
Treasury stock purchased
Dividends declared ($.22 per share). . .                                      (345,677)
--------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30,2002 . . . . . . .  2,906,686   $29,067  $7,050,534  $19,936,150
=======================================================================================
</TABLE>
<TABLE>
<CAPTION>
                                          Accumulated
                                           Other Com-     Unearned
                                           prehensive      ESOP        Treasury
                                             Income        Shares       Stock         Total
-------------------------------------------------------------------------------------------
<S>                                       <C>          <C>         <C>           <C>
BALANCE, DECEMBER 31, 2001 . . . . . . .  $   80,652   $(173,142)  $(3,685,159)  $22,184,749

Net income . . . . . . . . . . . . . . .                                          $1,266,188
Other comprehensive income, net of tax:
Unrealized net losses on securities. . .      81,385                                  81,385
Total Comprehensive income . . . . . . .                                           1,347,573
ESOP shares earned . . . . . . . . . . .                  41,554                      89,797
Stock options exercised. . . . . . . . .                                              84,599
Treasury stock purchased . . . . . . . .                               (129,865)    (129,865)
Dividends declared ($.22 per share). . .                                            (345,677)
---------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30,2002 . . . . . . .  $  162,037   $(131,588)  $(3,815,024)  $23,231,176
=============================================================================================
</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.

                                        4
<PAGE>

<TABLE>
<CAPTION>

                                   PATHFINDER BANCORP, INC.
                                   STATEMENTS OF CASH FLOWS
                     September 30, 2003 and September 30, 2002 (Unaudited)



                                                          For the nine     For the nine
                                                          months ended     months ended
                                                          September 30,    September 30,
                                                              2003             2002
----------------------------------------------------------------------------------------

<S>                                                      <C>              <C>
OPERATING ACTIVITIES:
  Net income. . . . . . . . . . . . . . . . . . . . . .  $    1,342,254   $    1,266,188
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Provision for loan losses . . . . . . . . . . . . . .         491,830        1,208,005
  ESOP and other stock-based compensation earned. . . .          88,485           89,797
  Deferred income tax expense (benefit) . . . . . . . .         181,798         (139,214)
  Proceeds from sale of loans . . . . . . . . . . . . .      14,845,966       15,873,671
  Originations of loans held-for-sale . . . . . . . . .     (15,236,408)     (14,049,992)
  Realized (gain) loss on:
    Sale of real estate loans through foreclosure . . .        (144,532)           9,253
    Loans . . . . . . . . . . . . . . . . . . . . . . .        (187,056)          (2,628)
    Available-for-sale investment securities. . . . . .        (522,711)        (617,320)
  Depreciation. . . . . . . . . . . . . . . . . . . . .         392,587          351,083
  Amortization of intangible. . . . . . . . . . . . . .         167,680                -
  Amortization of deferred financing costs. . . . . . .          22,653            1,312
  Increase in surrender value of life insurance . . . .        (142,301)        (163,746)
  Net accretion of premiums and discounts
    on investment securities. . . . . . . . . . . . . .         180,649          (31,359)
  Increase in interest receivable . . . . . . . . . . .         (59,292)          (2,777)
  Net change in other assets and liabilities. . . . . .         905,850         (442,323)
                                                         ---------------  ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . .       2,327,452        3,349,950
                                                         ---------------  ---------------

INVESTING ACTIVITIES
  Purchase of investment securities available-for-sale.     (23,187,784)      (9,915,570)
  Proceeds from maturities and principal reductions of
    investment securities available-for-sale. . . . . .      17,171,958        9,335,953
  Proceeds from sale:
    Real estate acquired through foreclosure. . . . . .       1,718,394          311,546
    Available-for-sale investment securities. . . . . .       6,024,059        1,799,602
  Net increase in loans . . . . . . . . . . . . . . . .     (14,565,406)     (11,005,831)
  Purchase of premises and equipment. . . . . . . . . .      (1,219,665)        (660,273)
                                                         ---------------  ---------------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . .     (14,058,444)     (10,134,573)
                                                         ---------------  ---------------

FINANCING ACTIVITIES
  Net increase in demand deposits, NOW accounts
    savings accounts, money market deposit accounts
    and escrow deposits . . . . . . . . . . . . . . . .      10,861,516        6,542,303
  Net (decrease) increase in time deposits. . . . . . .      (3,289,562)       3,687,675
  Net repayments from short term borrowings . . . . . .       4,500,000      (13,646,500)
  Payments on long-term borrowings. . . . . . . . . . .      (8,000,000)      (3,000,000)
  Proceed from long-term borrowings . . . . . . . . . .       5,700,000       13,850,000
  Proceeds from issuance of trust preferred securities.               -        4,849,000
  Proceeds from exercise of stock options . . . . . . .          27,315           84,599
  Cash dividends. . . . . . . . . . . . . . . . . . . .        (566,095)        (208,719)
  Treasury stock purchased. . . . . . . . . . . . . . .      (2,651,635)        (129,865)
                                                         ---------------  ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . .       6,581,539       12,028,493
                                                         ---------------  ---------------

  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS. . .      (5,149,453)       5,243,870
 Cash and cash equivalents at beginning of period . . .      13,740,405        7,593,956
                                                         ---------------  ---------------
  CASH AND CASH EQUIVALENTS AT END OF PERIOD. . . . . .  $    8,590,952   $   12,837,826
                                                         ===============  ===============

CASH PAID DURING THE PERIOD FOR:
  Interest. . . . . . . . . . . . . . . . . . . . . . .  $    4,601,663   $    5,296,620
  Income taxes paid . . . . . . . . . . . . . . . . . .         200,000          690,000

NON-CASH INVESTING ACTIVITY:
  Transfer of loans to other real estate. . . . . . . .         549,215        1,108,693
</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
                                        5
<PAGE>
                            PATHFINDER BANCORP, INC.

                          Notes to Financial Statements

(1)  BASIS  OF  PRESENTATION

     The accompanying unaudited financial statements were prepared in accordance
     with  the  instructions for Form 10-Q and Regulation S-X and, therefore, do
     not include information for footnotes necessary for a complete presentation
     of  financial position, results of operations, and cash flows in conformity
     with generally accepted accounting principles. The following material under
     the  heading  "Management's  Discussion and Analysis of Financial Condition
     and  Results  of Operations" is written with the presumption that the users
     of  the  interim  financial  statements  have  read, or have access to, the
     Company's  latest  audited financial statements and notes thereto, together
     with  Management's  Discussion  and  Analysis  of  Financial  Condition and
     Results of Operations as of December 31, 2002 and for the three year period
     then  ended.  Therefore,  only  material changes in financial condition and
     results  of  operations  are  discussed  in  the  remainder  of  Part  1.


     Operating  results for the three months and nine months ended September 30,
     2003 are not necessarily indicative of the results that may be expected for
     the  year  ending  December  31,  2003.

(2)  EARNINGS  PER  SHARE

     Basic  earnings  per share have been computed based upon net income for the
     three  months  and  nine  months  ended  September  30, using 2,415,681 and
     2,426,206 weighted average common shares outstanding for 2003 and 2,579,602
     and  2,575,993  for  2002, respectively. Diluted earnings per share for the
     three  month  and nine month period ending September 30, 2003 and 2002 have
     been  computed  using 2,464,041, 2,472,789, 2,617,651 and 2,622,160 shares,
     respectively.  Diluted  earnings per share gives effect to weighted average
     shares that would be outstanding assuming the exercise of outstanding stock
     options  using  the  treasury  stock  method.

(3)  STOCK-BASED  COMPENSATION

     The  Company's  stock-based compensation plan is accounted for based on the
     intrinsic  value  method  set  forth  in  Accounting Principles Board (APB)
     Opinion  No.  25,  "Accounting  for Stock Issued to Employees", and related
     provisions.  Compensation  expense  for employee stock options is generally
     not  recognized  if  the exercise price of the option equals or exceeds the
     fair  value  of  the  stock  on  the  date  of  the  grant.

     The  following  table illustrates the effect on net income and earnings per
     share  as if the Black-Scholes fair value method described in SFAS No. 123,
     "Accounting  for Stock-Based Compensation", as amended, had been applied to
     the  Company's  stock-based  compensation  plan:
                                        6
<PAGE>
<TABLE>
<CAPTION>

                                               For quarter ended September 30,
                                                   2003            2002
                                               --------------------------------

<S>                                            <C>          <C>
Net Income:
As reported . . . . . . . . . . . . . . . . .  $  332,720        $348,826
Less: Total stock-based employee compensation
expense determined under Black-Scholes option
pricing model, net of tax effect. . . . . . .       7,070          27,192
---------------------------------------------  --------------------------------
Pro forma net income. . . . . . . . . . . . .  $  325,650        $321,634
</TABLE>

<TABLE>
<CAPTION>

                     For the quarter ended September 30,
                             2003            2002
                     -----------------------------------

Earnings per share:  Basic   Diluted   Basic   Diluted
-------------------  ------  --------  ------  --------
<S>                  <C>     <C>       <C>     <C>
As reported . . . .  $ 0.14  $   0.14  $ 0.14  $   0.13
Pro forma . . . . .  $ 0.13  $   0.13  $ 0.12  $   0.12
</TABLE>

<TABLE>
<CAPTION>



                                            For nine months ended September 30,
                                                   2003          2002
                                            ------------------------------------
<S>                                            <C>           <C>
Net Income:
As reported . . . . . . . . . . . . . . . . .  $ 1,342,254     $1,266,188
Less: Total stock-based employee compensation
expense determined under Black-Scholes option
pricing model, net of tax effect. . . . . . .       21,210         81,576
---------------------------------------------  --------------------------------
Pro forma net income. . . . . . . . . . . . .  $ 1,321,044     $1,184,612
</TABLE>

<TABLE>
<CAPTION>

                     For the nine months ended September 30,
                             2003            2002
                     ----------------------------------------
Earnings per share:  Basic   Diluted   Basic   Diluted
-------------------  ------  --------  ------  --------
<S>                  <C>     <C>       <C>     <C>
As reported . . . .  $ 0.55  $   0.54  $ 0.49  $   0.48
Pro forma . . . . .  $ 0.54  $   0.53  $ 0.46  $   0.45
</TABLE>


     For  purposes  of  pro  forma  disclosures, the estimated fair value of the
     options is amortized to expense over the options vesting period. Therefore,
     the  foregoing pro forma results are not likely to be representative of the
     effects of reported net income of future periods due to additional years of
     vesting.  Since  changes in the subjective input assumptions can materially
     affect  the  fair  value  estimates,  the  existing  model, in management's
     opinion  does not necessarily provide a single reliable measure of the fair
     value  of  its stock options. In addition, the pro forma effect on reported
     net  income  and earnings per share for the periods presented should not be
     considered  representative  of the pro forma effects on reported net income
     and  earnings  per  share  for  future  periods.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation  -  Transition  and  Disclosure",  which  provides alternative
     methods  of  transition  for  an  entity that voluntary changes to the fair
     value  based method of accounting for stock-based employee compensation. It
     also  amends  to disclosure provisions of FASB Statement No. 123 to require
     prominent  disclosure  about  the  effects  on  reported  net  income of an
     entity's  accounting  policy decisions with respect to stock-based employee
     compensation.  This  statement  also  amends APB No. 28, "Interim Financial
     Reporting",  to require disclosure about those effects in interim financial
     information.  The  Company  will  continue  to  account  for  stock-based
     compensation  in  accordance  with  APB  Opinion  No.  25.
                                        7
<PAGE>

(4)  RECLASSIFICATIONS

     Certain  prior  period  information has been reclassified to conform to the
     current period's presentation. These reclassifications had no affect on net
     income  as  previously  reported.

(5)  DIVIDEND  RESTRICTIONS

     The Company maintains a restricted capital account with a $728,000 balance,
     representing Pathfinder Bancorp, M.H.C.'s portion of dividends waived as of
     September  30,  2003.

(6)  COMPREHENSIVE  INCOME

     The components of other comprehensive income (loss) and related tax effects
     for  the three and nine month periods ended September 30, 2003 and 2002 are
     as  follows:

<TABLE>
<CAPTION>



                                        For the three months    For the nine months
                                        ended September 30,     ended September 30,
                                        2003            2002    2003          2002
                                       ----------------------  ---------------------
<S>                                    <C>          <C>          <C>         <C>
Gross change in unrealized gains on
 securities available for sale. . . .  $ (681,614)  $   46,015   $ 364,616   $ 752,661
Reclassification adjustment for gains
 included in net income . . . . . . .      (2,111)           -    (522,711)   (617,320)
Tax effect. . . . . . . . . . . . . .     277,090      (18,405)     63,238     (53,956)
---------------------------------------------------------------------------------------

Net of tax amount . . . . . . . . . .  $ (406,635)  $   27,610  $  (94,857)  $  81,385
=======================================================================================

</TABLE>

(7)  NEW  ACCOUNTING  STANDARDS

     In July 2002, the Financial Accounting Standards Board issued Statement No.
     146,  "Accounting  for  Costs Associated with Exit or Disposal Activities,"
     which  nullifies  EITF  Issue  94-3,  "Liability  Recognition  for  Certain
     Employee  Termination  Benefits  and  Other  Costs  to  Exit  an  Activity
     (including  Certain  Costs  Incurred  in  a Restructuring)." This statement
     delays  recognition  of  these costs until liabilities are incurred, rather
     than  at  the  date  of  commitment  to  the  plan, and requires fair value
     measurement.  It does not impact the recognition of liabilities incurred in
     connection  with  a  business  combination  or  the  disposal of long-lived
     assets. The provisions of this statement are effective for exit or disposal
     activities  initiated  after  December  31,  2002 and did not result in any
     significant  impact  on  the  Company's  financial  condition or results of
     operations.

     In  November  2002,  the Financial Accounting Standards Board (FASB) issued
     FASB  Interpretation  No.  45  (FIN  45),  "  Guarantor's  Accounting  and
     Disclosure  Requirements  for  Guarantees, Including Indirect Guarantees of
     Indebtedness  of Others." This Interpretation expands the disclosures to be
                                        8
<PAGE>

     made by a guarantor in its financial statements about its obligations under
     certain  guarantees and requires the guarantor to recognize a liability for
     the fair value of an obligation assumed under certain specified guarantees.
     FIN  45 clarifies the requirements of FASB Statement No. 5, "Accounting for
     Contingencies."  In general, FIN 45 applies to contracts or indemnification
     agreements  that contingently require the guarantor to make payments to the
     guaranteed  party  based on changes in an underlying factor that is related
     to  an  asset,  liability  or equity security of the guaranteed party which
     would  include  financial  and standby letters of credit. Certain guarantee
     contracts  are  excluded  from  both  the  disclosure  and  recognition
     requirements  of  this  Interpretation, including, among others, guarantees
     related  to  commercial  letters  of  credit  and  loan  commitments.  The
     disclosure  requirements  of FIN 45 require disclosure of the nature of the
     guarantee,  the  maximum  potential  amount  of  future  payments  that the
     guarantor  could  be  required  to make under the guarantee and the current
     amount  of the liability, if any, for the guarantor's obligations under the
     guarantee.  The  accounting  recognition  requirements  of FIN 45 are to be
     applied  prospectively  to guarantees issued or modified after December 31,
     2002. Adoption of FIN 45 did not have a significant impact on the Company's
     financial  condition  or  results  of  operations.

     Outstanding  letters  of  credit  are conditional commitments issued by the
     Company  to  guarantee  the performance of a customer to a third party. The
     Company's  exposure  to  credit  loss  in the event of noncompliance by the
     other  party  to  the financial instrument for standby letters of credit is
     represented by the contractual amount of those instruments. The Company had
     $783,000  of  outstanding  letters  of credit as of September 30, 2003. The
     Company  uses the same credit policies in making conditional obligations as
     it  does  for  on-balance  sheet  instruments.

     Of  these  letters of credit, $0 automatically renew within the next twelve
     months,  $657,000 will expire within the next twelve months and $7,500 will
     expire  within  thirteen  to one hundred and eighty months. The credit risk
     involved  in  issuing  letters  of  credit  is essentially the same as that
     involved  in  extending  other  loan  commitments.  The Company may require
     collateral  and  personal  guarantees supporting these letters of credit as
     deemed  necessary. Management believes that the proceeds obtained through a
     liquidation  of  such collateral and the enforcement of personal guarantees
     would  be  sufficient  to  cover  the  maximum  potential  amount of future
     payments  required  under  the  corresponding  guarantees.

     In  April  2003,  the Financial Accounting Standards Board issued Statement
     No.  149,  "Amendment  of  Statement  No.  133,  Accounting  for Derivative
     Instruments  and  Hedging  Activities".  This  statement  clarifies  the
     definition  of  a derivative and incorporates certain decisions made by the
     Board  as  part  of  the  Derivatives  Implementation  Group  process. This
     statement  is  effective  for  contracts  entered into or modified, and for
     hedging  relationships  designated  after  September 30, 2003 and should be
     applied  prospectively.  The  provisions  of  the  Statement that relate to
     implementation  issues  addressed  by  the Derivatives Implementation Group
     that  have  been effective should continue to be applied in accordance with
     their respective effective dates. Adoption of this standard is not expected
     to  have  a  significant impact on the Corporation's financial condition or
     results  of  operations.

     In  January  2003,  the  Financial  Accounting  Standards Board issued FASB
     Interpretation  No.  46,  "Consolidation  of Variable Interest Entities, an
     Interpretation  of  ARB  No. 51." This interpretation provides new guidance
                                        9
<PAGE>

     for  the  consolidation  of  variable interest entities (VIEs) and requires
     such  entities  to  be  consolidated  by their primary beneficiaries if the
     entities  do  not  effectively  disperse  risk  among parties involved. The
     interpretation  also  adds  disclosure  requirements for investors that are
     involved with unconsolidated VIEs. The disclosure requirements apply to all
     financial  statements  issued  after  January  31,  2003. The consolidation
     requirements  apply  immediately to VIEs created after January 31, 2003 and
     are  effective  for the first fiscal year or interim period beginning after
     December  15,  2003 for VIEs acquired before February 1, 2003. The adoption
     of  this  interpretation  is not anticipated to have any material impact on
     the  Corporation's  financial  condition  or  results  of  operations.

     In  May 2003, the Financial Accounting Standards Board issued Statement No.
     150,  "Accounting for Certain Financial Instruments with Characteristics of
     both  Liabilities  and  Equity.'  This  Statement  requires  that an issuer
     classify  a  financial  instrument that is within its scope as a liability.
     Many  of  these  instruments  were  previously  classified  as equity. This
     Statement  was effective for financial instruments entered into or modified
     after  May 31, 2003 and otherwise was effective beginning July 1, 2003. The
     adoption  of  this  standard  did  not have any impact on the Corporation's
     financial  condition  or  results  of  operations.

                                       10
<PAGE>

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

This  Quarterly  Report contains certain "forward-looking statements" within the
meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.  Such
statements  are  subject  to  certain  risks and uncertainties, including, among
other  things,  changes  in  economic  conditions  in the Company's market area,
changes  in  policies  by  regulatory  agencies, fluctuations in interest rates,
demand for loans in the Company's market areas and competition, that could cause
actual results to differ materially from historical earnings and those presently
anticipated  or  projected.  The  Company wishes to caution readers not to place
undue  reliance  on  any such forward-looking statements, which speak only as of
the  date  made.  The  Company  wishes to advise readers that the factors listed
above  could  affect  the  Company's  financial  performance and could cause the
Company's  actual  results  for  future  periods  to  differ materially from any
opinions  or  statements expressed with respect to future periods in any current
statements.

The  Company  does  not  undertake, and specifically declines any obligation, to
publicly  release  the  result  of  any  revisions  that  may  be  made  to  any
forward-looking  statements to reflect events or circumstances after the date of
such  statements  or  to  reflect the occurrence of anticipated or unanticipated
events.

GENERAL

Throughout  the  Management's  Discussion  and Analysis the term, "the Company",
refers  to  the consolidated entity of Pathfinder Bancorp, Inc.  Pathfinder Bank
and  Pathfinder  Statutory  Trust  I are wholly owned subsidiaries of Pathfinder
Bancorp,  Inc.  Pathfinder Commercial Bank, Pathfinder REIT, Inc. and Whispering
Oaks  Development  Corp.  are  wholly owned subsidiaries of Pathfinder Bank.  At
September  30,  2003,  Pathfinder  Bancorp,  Inc.'s  only  business was the 100%
ownership of Pathfinder Bank and Pathfinder Statutory Trust I.  At September 30,
2003,  1,583,239  shares,  or  65.1%, of the Company's common stock were held by
Pathfinder  Bancorp,  M.H.C.,  the  Company's  mutual holding company parent and
849,893  shares,  or  34.9%,  were  held  by  the  public.

The  Company's  net  income  is  primarily dependent on its net interest income,
which  is  the  difference  between interest income earned on its investments in
mortgage  loans,  investment  securities  and other loans, and its cost of funds
consisting  of  interest paid on deposits and borrowed funds.  The Company's net
income  is  also  affected  by  its provision for loan losses, as well as by the
amount  of  noninterest  income, including income from fees and service charges,
net  gains  and  losses on sales of securities, loans and other real estate, and
non  interest  expense such as employee compensation and benefits, occupancy and
equipment costs, data processing and income taxes.  Earnings of the Company also
are  affected  significantly  by  general  economic  and competitive conditions,
particularly  changes  in market interest rates, government policies and actions
of  regulatory  authorities, which events are beyond the control of the Company.
In  particular,  the  general level of market rates tends to be highly cyclical.

The  following discussion reviews the Company's financial condition at September
30,  2003  and  the  results  of operations for the three months and nine months
ended  September  30,  2003  and  September  30,  2002.

                                       11
<PAGE>

APPLICATION  OF  CRITICAL  ACCOUNTING  POLICIES

The  Company's consolidated financial statements are prepared in accordance with
accounting  principles  generally  accepted  in  the  United  States  and follow
practices within the banking industry.  Application of these principles requires
management  to make estimates, assumptions and judgments that affect the amounts
reported  in  the financial statements and accompanying notes.  These estimates,
assumptions  and  judgments are based on information available as of the date of
the  financial  statements;  accordingly,  as  this  information  changes,  the
financial  statements  could  reflect  different  estimates,  assumptions  and
judgments.  Certain  policies  inherently  have a greater reliance on the use of
estimates,  assumptions  and judgments and as such have a greater possibility of
producing  results  that could be materially different than originally reported.
Estimates,  assumptions  and judgments are necessary when assets and liabilities
are required to be recorded at fair value or when an asset or liability needs to
be  recorded contingent upon a future event.  Carrying assets and liabilities at
fair  value inherently results in more financial statement volatility.  The fair
values  and  information used to record valuation adjustments for certain assets
and  liabilities  are  based  on  quoted  market prices or are provided by other
third-party  sources,  when  available.  When  third  party  information  is not
available,  valuation  adjustments  are  estimated  in good faith by management.

The  most  significant accounting policies followed by the Company are presented
in  Note  1 to the consolidated financial statements included in the 2002 Annual
Report  on  Form  10-K.  These policies, along with the disclosures presented in
the  other financial statement notes and in this discussion, provide information
on how significant assets and liabilities are valued in the financial statements
and how those values are determined.  Based on the valuation techniques used and
the  sensitivity  of financial statement amounts to the methods, assumptions and
estimates  underlying those amounts, management has identified the determination
of  the  allowance  for  loan losses to be the accounting area that requires the
most  subjective and complex judgments, and as such could be the most subject to
revision  as  new  information  becomes  available.

The  allowance for loan losses represents management's estimate of probable loan
losses inherent in the loan portfolio.   Determining the amount of the allowance
for loan losses is considered a critical accounting estimate because it requires
significant  judgment  and the use of estimates related to the amount and timing
of  expected  future  cash flows on impaired loans, estimated losses on pools of
homogeneous  loans  based  on  historical  loss experience, and consideration of
current  economic  trends  and  conditions,  all  of which may be susceptible to
significant  change.  The  loan portfolio also represents the largest asset type
on  the  consolidated  statement  of  condition.  Note  1  to  the  consolidated
financial statements in the Annual Report on Form 10-K describes the methodology
used  to  determine  the  allowance  for  loan  losses.

FINANCIAL  CONDITION

ASSETS
------

Total  assets  increased approximately $8.4 million, or 3%, to $287.5 million at
September  30,  2003  from $279.1 million at December 31, 2002.  The increase in
total  assets  was primarily the result of a $13.5 million increase in net loans
                                       12
<PAGE>

receivable,  partially  offset  by  a  $5.1  million  decrease  in cash and cash
equivalents.  The  increase  in net loans receivable is primarily due to a $10.3
million  increase  in  residential real estate loans, a $5.5 million increase in
commercial loans and a $1.2 million increase in consumer loans, partially offset
by  a decrease in commercial real estate loans of $3.2 million.  The increase in
residential  mortgages resulted from the continued period of low market interest
rates  and  customers refinancing into mortgages with term less than 20 years in
which the Company holds in portfolio.  The increase in commercial loans resulted
primarily from originating $5.5 million in short term bond anticipation notes to
municipalities.  The  decrease  in  cash and cash equivalents primarily resulted
from  the  investment  of  the  remaining  cash  received from the assumption of
deposits in October 2002 relating the branch acquisition into the investment and
loan  portfolio  combined  with  the  purchase of $2.3 million of treasury stock
relating  to  a privately negotiated stock repurchase agreement in January 2003.

LIABILITIES
-----------

Total  liabilities  increased  by  $10.3  million,  or  4%, to $266.1 million at
September  30,  2003  from $255.8 million at December 31, 2002.  The increase is
primarily  attributable  to  a $7.6 million, or 4%, increase in deposits, a $2.2
million increase in borrowed funds and a $505,000 increase in other liabilities.
Borrowed  funds were utilized to fund the Company's growth in its investment and
loan  portfolios.

SHAREHOLDERS'  EQUITY
---------------------

Shareholders'  equity  decreased  $1.9  million,  or  8%,  to  $21.4  million at
September  30,  2003  from  $23.2  million at December 31, 2002. The decrease in
shareholders'  equity primarily results from a $2.7 million increase in treasury
stock,  partially  offset  by an increase in retained earnings of $775,000.  The
increase  in  treasury  stock  represented  the  Company's  privately negotiated
purchase  of  160,114  shares  of  common  stock for a price of $2.3 million, or
$14.60  per  share  during  the  first  quarter of 2003 and other treasury stock
purchases  of  $350,000.  The increase in retained earnings is the result of net
income  of  $1.3  million,  partially  offset  by dividends declared of $567,000
during  the  first  nine  months  of 2003.  The Company's mutual holding company
parent,  Pathfinder Bancorp, M.H.C, waived its right to receive the dividend for
the  quarter  ended  September  30,  2003.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

The  Company's  primary sources of funds are deposits, amortization, prepayment,
and  sales of loans and maturities of investment securities and other short-term
investments,  earnings  and funds provided from operations and borrowings. While
scheduled  principal  repayments on loans are a relatively predictable source of
funds,  deposit  flows  and  loan  prepayments are greatly influenced by general
interest  rates,  economic  conditions and competition.  The Company manages the
pricing  of  deposits  to  maintain a desired deposit balance.  In addition, the
Company  invests  excess  funds  in  short-term interest-bearing instruments and
other  assets,  which  provide  liquidity  to  meet  lending  requirements.  For
additional information about cash flows from the Company's operating, financing,
and  investing activities, refer to the Statements of Cash Flows included in the
Financial Statements.  The Company adjusts its liquidity levels in order to meet
funding  needs  of  deposit outflows, loan commitments, the acquisition of fixed
assets  and  the  general  operating needs of the Company.  At the quarter ended
                                       13
<PAGE>

September  30, 2003, the Company had $24.9 million in outstanding commitments to
extend  credit.  Management  believes  the Company has the ability to meet these
outstanding  credit  commitments.  The  Company  also  adjusts  liquidity  as
appropriate  to  meet  its  assets  and  liability  management  objectives.  The
available liquidity as a percentage of core deposits and total assets exceed the
minimum  standards  established  by  the  liquidity  management  policy.

RESULTS  OF  OPERATIONS
-----------------------

The  Company  recorded net income of approximately $333,000 for the three months
ended  September  30,  2003,  as compared to $349,000 for the same period during
2002.  The  decrease in net income of $16,000, or 5%, for the three months ended
September 30, 2003, resulted primarily from an increase in operating expenses of
$361,000,  or  19%,  offset  by  an increase of $111,000, or 6%, in net interest
income  after provision for loan losses, a $231,000 increase in other income and
a  $3,000  decrease  in  provision  for  income  taxes.  The higher expenses and
earnings  are  primarily  attributable  to the operation of an additional branch
location.

For  the  nine months ended September 30, 2003, net income increased $76,000, or
6%,  to  $1.3  million  when compared to the same period in the prior year.  The
increase  in  net  income  for  the  nine  months  ended September 30, 2003, was
primarily  the  result of an increase in net interest income after provision for
loan  losses  of  $1.2  million,  or  22%,  and an increase of $252,000 in other
income,  offset  by  an increase in other operating expenses of $1.3 million, or
24%,  and  an  increase  in  provision  for  income  taxes  of  $31,000,  or 7%.

Annualized  return  on average assets and return on average shareholders' equity
were  0.47%  and  6.29%,  respectively, for the three months ended September 30,
2003  compared  to  0.54%  and 6.02% for the third quarter of 2002. Earnings per
share  -  basic  was $.14 for the third quarters of 2003 and 2002.  For the nine
months  ended  September  30, 2003, the same performance measurements were 0.63%
and 8.47%, as compared to 0.68% and 7.32% for the same period in the prior year.
Earnings  per  share-basic for the nine months ended September 30, 2003 was $.55
compared  to  $.49  for  the  same  period  in  2002.

INTEREST  INCOME
----------------

Three  month  period

Interest income, on a tax-equivalent basis, totaled $3.7 million for the quarter
ended  September  30,  2003, a decrease of $246,000, or 6%, when compared to the
same  period  of 2002.  The average balance of interest-earning assets increased
to  $250.5  million  for  the  three months ended September 30, 2003 from $240.8
million  in  the  prior  year period, offset by a decrease in the tax equivalent
yield  on  average interest-earning assets to 5.91% from 6.55%.  The decrease in
the  tax equivalent yield resulted from the continued period of historically low
market  interest  rates.  The  decrease  in  the  average yield was mitigated by
increased  originations  of residential real estate loans and an increase in the
average  balance  of investment securities.  The increase in loans was primarily
due to the Company's continued emphasis on residential real estate financing and
the Company competitively pricing home equity loans and lines of credit combined
with  a  marketing  effort  to increase demand for those loans.  The increase in
                                       14
<PAGE>

investment  securities  was  primarily due to the investment of excess liquidity
arising  from  the  assumption of deposits in connection with the acquisition of
the  Lacona, New York branch of Cayuga Bank in October of 2002 and proceeds from
residential  mortgage  loan  sales.

Interest  income  on  loans receivable remained constant at $3.2 million for the
three  months  ended  September  30,  2003 as compared to the same period in the
prior year.  The average balance of loans receivable increased $16.9 million, or
10%,  to  $193.6  million at September 30, 2003 from $176.6 million at September
30,  2002.  The  increase  in  the  average  balance  was  partially offset by a
decrease  in  the  average  yield  on  loans  receivable  to  6.56%  from 7.23%.

Interest  income  on the mortgage-backed securities portfolio increased $28,000,
or 13%, to $237,000 for the three months ended September 30, 2003, from $209,000
for  the three months ended September 30, 2002.  The increase in interest income
on  mortgage-backed  securities resulted from an increase in the average balance
of  mortgage-backed  securities  of $13.0 million, or 88%, partially offset by a
decrease in the average yield on mortgage-backed securities to 3.42% from 5.67%.

Interest  income  on investment securities, on a tax equivalent basis, decreased
$197,000, or 41%, for the three months ended September 30, 2003 to $287,000 from
$484,000  for  the  same period in 2002.  The decrease resulted primarily from a
decrease  in  the  tax  equivalent  yield of investment securities to 4.07% from
5.43%  and  a  decrease  in the average balance of investment securities of $7.4
million,  or  21%.

Interest  income  on interest-earning deposits decreased $58,000, to $2,000 from
$60,000  for  the  three  months  ended September 30, 2003.  The decrease is the
result  of  a  $12.8 million decrease in the average balance of interest-earning
deposits,  combined  with a decrease in the average yield to .80% from 1.75% for
the  same  period  in  the  prior  year.

Nine  Month  Period

Interest  income, on a tax-equivalent basis, decreased $279,000, or 2%, to $11.6
million,  when compared to the same period in 2002.  The tax-equivalent yield on
interest-earning  assets  decreased  to 6.07% from 6.82%, partially offset by an
increase  in the average balance of interest-earning assets of $22.6 million, or
10%,  to  $255.4  million  from  $232.8  million.

Interest  income  on  loans  receivable  for the nine months ended September 30,
2002,  decreased  $37,000  as  compared  to  the  same period in the prior year.
Average  loans  receivable  increased  $13.6  million, or 8%, while the yield on
average  loans  receivable  decreased  to  6.80%  from  7.35%.

For  the  nine  months  ended  September  30,  2003 and 2002, interest income on
mortgage-backed  securities was $852,000 and $683,000, respectively, an increase
of  $169,000,  or  25%.  The increase resulted primarily from an increase in the
average  balance  of mortgage-backed securities of $13.3 million, or 85%, offset
by  a  decrease in the average yield on mortgage-backed securities to 3.92% from
5.81%.  The  increase  in  the  average  balance  of  mortgage backed securities
resulted  from  purchases  of  $15.6 million, partially offset by maturities and
principal  redemptions.
                                       15
<PAGE>

For  the nine months ended September 30, 2003, tax equivalent interest income on
investment  securities  decreased  $362,000, or 25%, to $1.1 million compared to
$1.5  million for the same period in 2002.  The decrease resulted primarily from
a decrease in the average balance of investment securities of $1.7 million and a
decrease  in  the  tax  equivalent  yield on investment securities to 4.33% from
5.49%.

INTEREST  EXPENSE
-----------------

Three  Month  Period

Interest  expense  for  the  quarter  ended  September  30,  2003  decreased  by
approximately  $340,000, or 19%, to $1.4 million from $1.8 million when compared
to  the  same quarter for 2002.  The decrease in interest expense for the period
was  principally  the  result  of  the  decrease  in  the  average  cost  of
interest-bearing  deposits  to 1.85% from 2.72%, partially offset by an increase
of  $23.2  million  in  the  average  balance of interest-bearing deposits.  The
increase  in the average balance of interest-bearing deposits primarily resulted
from  the  branch acquisition, which included the assumption of $26.4 million in
deposits,  occurring  in  the  fourth  quarter  of  2002.  The  average  cost of
borrowings  decreased to 4.46% from 4.70%, combined with a $4.6 million decrease
in  the  average  balance of borrowings.  The decrease in the cost of borrowings
was  primarily  due  to  the downward repricing of the debentures underlying the
mandatory redeemable trust preferred security having an average cost of funds of
4.36% for the three months ending September 2003, compared to 5.33% for the same
period  in  2002.   The  interest rate on the borrowing is tied to LIBOR (London
InterBank  Offered  Rate)

Nine  Month  Period

For  the  nine  months  ended  September  30,  2003,  interest expense decreased
$727,000,  or 14%, when compared to the first nine months of 2002.  The decrease
in interest expense for the period was primarily the result of a decrease in the
average  cost  of  interest  bearing deposits to 1.98%, from 2.90%, offset by an
increase  in  the average balance of interest bearing deposits of $32.3 million,
or  20%.

NET  INTEREST  INCOME
---------------------

Net  interest  income,  on  a tax equivalent basis, increased $94,000, or 4%, to
$2.3 million for the quarter ended September 30, 2003, when compared to the same
period  in  the  prior  year.

For  the  nine  months  ended  September 30, 2003, net interest income, on a tax
equivalent basis, increased $448,000, or 7%, when compared to the same period in
the  prior  year.

Net  interest margin for the quarter ended September 30, 2003 increased to 3.63%
from  3.62%  when  compared  to the same period in the prior year.  For the nine
months  ended  Septemer  30,  2003, net interest margin decreased to 3.69%, from
3.79%.
                                       16
<PAGE>

PROVISION  AND  ALLOWANCE  FOR  LOAN  LOSSES
--------------------------------------------

The  Company  maintains  an  allowance  for  loan  losses based upon a quarterly
evaluation  of  known and inherent risks in the loan portfolio, which includes a
review  of  the  balances  and  composition  of  the  loan  portfolio as well as
analyzing  the  level  of  delinquencies  in each segment of the loan portfolio.
Loan  loss  reserves are based upon a methodology that uses loss factors applied
to  loan  balances  and reflects actual loss experience, delinquency trends, and
current  economic  conditions,  as  well  as standards applied by the FDIC.  The
Company  established  a  provision for possible loan losses for the three months
ended September 30, 2003 of $126,000, as compared to a provision of $138,000 for
the  three  months  ended  September  30,  2002.

The  Company's allowance for loan losses to nonperforming loans ratio was 71.19%
at September 30, 2003 as compared to 86.57% at September 30, 2002.  The ratio of
nonperforming  loans  to total loans was 1.23% at September 30, 2003 as compared
to the September 30, 2002 ratio of .95%.  The Company had nonperforming loans of
$2.4  million at September 30, 2003.  The Company has experienced an increase in
delinquent  loans  (greater  than  30  days  past due) to $7.7 million from $6.1
million  at  December  31,  2002.  Management  anticipates  that loss mitigation
efforts  will  result  in  no  additional  provisions  being  required.

NONINTEREST  INCOME
-------------------

The  Company's  noninterest  income  is principally comprised of fees on deposit
accounts and transactions, loan servicing, commissions, and net gains and losses
on  the sale of securities, loans and other real estate. Noninterest income, net
of  gains  and  losses from the sale of securities, loans and other real estate,
increased  21%  to $446,000 for the quarter ended September 30, 2003 compared to
$367,000  for  the  same  period  in the prior year. The increase in noninterest
income  is  primarily  attributable  to a $58,000 increase in service charges on
deposit  accounts and a $20,000 increase in other charges, commissions and fees.
The increase in service charges on deposit accounts is primarily attributable to
an  increase  in  the  number  of  deposit  accounts and the introduction of new
services to depositors.  Net gains and losses from the sale of securities, loans
and  other  real  estate  increased  $153,000, to $155,000 for the quarter ended
September  30,  2003  compared  to $2,000 for the same period in the prior year.
The  increase  resulted  primarily  from an increase in gains recognized on loan
sales  to  the  secondary  market and the gains recognized on other real estate.

For  the  nine  months ended September 30, 2003, noninterest income, net of gain
and  losses  from the sale of securities, loans and other real estate, increased
13%  to  $1.3 million, compared to $1.1 million for the same period in the prior
year.  The  increase  in  noninterest  income  is  primarily  attributable  to a
$138,000  increase in service charges on deposit accounts and a $44,000 increase
in  other  charges, commissions and fees.  Net gains and losses from the sale of
securities  decreased $95,000, to $523,000, from $617,000 for same period in the
prior  year.  A  $194,000  increase  in  net gain on loans and other real estate
resulted  from  a $156,000 increase in gain recognized on real estate loans sold
to  the  secondary market, and a $38,000 increase in gain recognized on sales of
other  real  estate.
                                       17
<PAGE>

NONINTEREST  EXPENSE
--------------------

Noninterest  expense  increased  19%  to  $2.3  million  for  the  quarter ended
September  30,  2003,  when  compared to the same period in the prior year.  The
increase  in  noninterest expense was due to increases of $107,000 in salary and
employee  benefits,  $64,000  in  building  occupancy  expenses, $36,000 in data
processing  expenses, $33,000 in professional and other services, $56,000 in the
amortization  of intangible asset and $65,000 in other expenses.   The increases
in  operating costs are primarily attributable to the operation of an additional
branch  location  acquired in October 2002.  Salaries and employee benefits were
also  impacted  by  increases  in  pension  benefit  costs  and health insurance
benefits.  The  increase  in  professional  and  other  services  related to the
payment  of television commercial production costs relating to a new advertising
campaign.

For the nine months ended September 30, 2003, noninterest expense increased $1.3
million,  or  24%,  compared  to  the  same  period  in  2002.  The  increase in
noninterest expense was the result of a $569,000, or 21%, increase in salary and
employee  benefits, a $201,000, or 36%, increase in building occupancy expenses,
a  $51,000,  or  9% increase in data processing expenses, a $168,000 increase in
amortization  expenses  and  a  $348,000,  or  34%,  increase in other expenses.
Expense  increases primarily resulted from the operation of an additional branch
and  the  amortization of branch acquisition intangibles.  In addition, included
in  other  expenses  is  $164,000 in nonrecurring expenses relating to personnel
realignment.  These  expenses  were  offset by a reduction of $15,000, or 3%, in
professional  and  other  service  expense.

INCOME  TAXES
-------------

Income  taxes  decreased  $3,000  for  the  quarter  ended September 30, 2003 as
compared  to  the  same  period  in the prior year.  This decrease was primarily
attributable  to  a  $19,000  decrease  in  the  Company's  pre-tax income.  The
effective  tax rate is consistent at 26% when compared to the same period in the
prior  year.

For the nine months ended September 30, 2003, income taxes increased $31,000, or
7%,  as compared to the nine months ended September 30, 2002.  The effective tax
rate  is  consistent  at 26% when compared to the same period in the prior year.


                                       18
<PAGE>

ITEM  3  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

The Company's most significant form of market risk is interest rate risk, as the
majority  of  the  Company's  assets and liabilities are sensitive to changes in
interest  rates.  The Company's mortgage loan portfolio, consisting primarily of
loans on residential real property located in Oswego County, is subject to risks
associated  with the local economy.  The Company's interest rate risk management
program  focuses  primarily  on  evaluating  and managing the composition of the
Company's  assets  and  liabilities  in  the  context  of  various interest rate
scenarios.  Factors  beyond  management's control, such as market interest rates
and  competition,  also  have an impact on interest income and interest expense.

The  extent  to  which such assets and liabilities are "interest rate sensitive"
can  be  measured by an institution's interest rate sensitivity "gap".  An asset
or liability is said to be interest rate sensitive within a specific time period
if  it  will  mature  or  reprice  within  that  time period.  The interest rate
sensitivity  gap  is  defined  as  the  difference  between  the  amount  of
interest-earning  assets maturing or repricing within a specific time period and
that  amount  of  interest-bearing liabilities maturing or repricing within that
time  period.  A  gap  is  considered  positive when the amount of interest rate
sensitive  assets  exceeds the amount of interest rate sensitive liabilities.  A
gap  is  considered  negative  when  the  amount  of  interest  rate  sensitive
liabilities  exceeds  the  amount  of  interest rate sensitive assets.  During a
period  of  rising interest rates, a negative gap would tend to adversely affect
net  interest  income  while  a positive gap would tend to positively affect net
interest  income.  Conversely,  during  a  period  of  falling interest rates, a
negative  gap  would  tend  to  positively  affect  net  interest income while a
positive  gap  would  tend  to  adversely  affect  net  interest  income.

Generally,  the  Company  tends  to  fund  longer-term loans and mortgage-backed
securities with shorter-term time deposits, repurchase agreements, and advances.
The impact of this asset/liability mix creates an inherent risk to earnings in a
rising  interest  rate  environment.  In a rising interest rate environment, the
Company's  cost  of  shorter-term  deposits may rise faster than its earnings on
longer-term loans and investments.  Additionally, the prepayment of principal on
real  estate  loans  and  mortgage-backed  securities tends to decrease as rates
rise,  providing  less available funds to invest in the higher rate environment.
Conversely,  as  interest  rates  decrease,  the  prepayment  of  principal  on
real-estate  loans and mortgage-backed securities tends to increase, causing the
Company  to  invest  funds in a lower rate environment.  The potential impact on
earnings  from  this  mismatch  is  mitigated  to a large extent by the size and
stability  of  the  Company's  savings  accounts.  Savings  accounts  have
traditionally  provided  a  source  of  relatively  low  cost  funding  that has
demonstrated  a  historically  low  sensitivity  to  interest rate changes.  The
Company  generally matches a percentage of these, which are deemed core, against
longer-term loans and investments. In addition, the Company has sought to extend
the  terms  of its time deposits.  In this regard, the Company has, on occasion,
offered  certificates  of  deposits  with  three and four year terms which allow
depositors  to  make  a  one-time  election,  at any time during the term of the
certificate  of deposit, to adjust the rate of the certificate of deposit to the
then  prevailing  rate  for  a  certificate  of  deposit  with  the  same  term.

The  Company  has  further  sought  to  reduce the term of a portion of its rate
sensitive assets by originating one year ARM loans, three year/one year and five
                                       19
<PAGE>

year/one year ARM loans (mortgage loans which are fixed rate for the first three
or  five  years  and  adjustable  annually  thereafter)  and  by  maintaining  a
relatively  short  term  investment  securities (original maturities of three to
seven  years)  portfolio  with  staggered  maturities.   The  Company  generally
maintains  in  its  portfolio  fixed interest rate loans with terms less than 20
years.  By  policy, the Company may only maintain up to 5% of the loan portfolio
in  fixed  rate loans exceeding 20 years.  Thirty-year fixed rate loans not held
in  portfolio  are held for sale into the secondary market.  The Company manages
interest  rate  and credit risk associated with the mortgage loans held for sale
and outstanding loan commitments through utilization of forward sale commitments
of  mortgage-backed  securities  for the purpose of passing along these risks to
acceptable  third  parties.  Management  generally  enters  into  forward  sale
commitments  to  minimize  the  exposure  to longer term fixed rate mortgages in
mortgage  loans held for sale and mortgage commitments where interest rate locks
have  been  granted.  At  September  30,  2003,  there  were  $5.0  million  in
outstanding  forward  sale  commitments. To manage interest rate risk within the
loan  portfolio,  ARM  loans  are  originated  with  terms that provide that the
interest  rate  on  such  loans  cannot  adjust  below  the  initial  rate.

The  Company  manages  its  interest  rate  sensitivity  by  monitoring (through
simulation and net present value techniques) the impact on its GAP position, net
interest  income  ("earnings at risk"), and the market value of portfolio equity
("value  at risk")  to changes in interest rates on its current and forecast mix
of  assets  and  liabilities.  The  Company  has  an  Asset-Liability Management
Committee  which is responsible for reviewing the Company's assets and liability
policies,  setting  prices  and terms on rate-sensitive products, and monitoring
and  measuring  the  impact  of interest rate changes on the Company's earnings.
The  Committee  meets  monthly  on  a  formal  basis and reports to the Board of
Directors  on  interest  rate risks and trends, as well as liquidity and capital
ratios and requirements.  The Company does not have a targeted gap range, rather
the  Board  of  Directors  has  set parameters of percentage change by which net
interest  margin  and  the  market  value  of  portfolio  equity are affected by
changing  interest  rates.  The Board and management deem these measures to be a
more  significant  and  realistic  means  of  measuring  interest  rate  risk.

GAP  ANALYSIS.  At  September  30,  2003, the total interest bearing liabilities
maturing  or  repricing  within  one year exceeded total interest-earning assets
maturing  or  repricing  in  the  same  period  by $31.6 million, representing a
cumulative  one-year  gap  ratio  of  a  negative  10.98%.

EARNINGS  AT RISK AND VALUE AT RISK.  The following table measures the Company's
interest  rate  risk  exposure  in  terms  of  the  percentage change in its net
interest  income  and net portfolio value as a result of hypothetical changes in
100  basis point increments in market interest rates.  Net portfolio value (also
referred  to  as  market value of portfolio equity) represents the fair value of
net  assets  (determined as the market value of assets minus the market value of
liabilities).  The  table  quantifies the changes in net interest income and net
portfolio  value  to parallel shifts in the yield curve.  The column "Earning at
Risk"  measures  the  percentage change to the next twelve months' projected net
interest  income,  due to parallel shifts in the yield curve.  The column "Value
at Risk" measures the percentage changes in the current net mark-to-market value
of  assets  and liabilities due to parallel shifts in the yield curve.  The base
case  assumes  September  30,  2003  interest  rates.  The  Company  uses  these
percentage  changes  as  a  means  to  measure  interest  rate risk exposure and
quantifies  those  changes  against  guidelines set by the Board of Directors as
part  of  the  Company's  Interest  Rate  Risk  policy.
                                       20
<PAGE>

CHANGE  IN  INTEREST  RATES
     INCREASE  (DECREASE)
         BASIS  POINTS                      EARNINGS               VALUE
         (RATE  SHOCK)                      AT  RISK             AT  RISK
--------------------------------------------------------------------------------

            300                            -11.16%              -  31.00%
            200                             -7.19%              -  19.24%
            100                             -3.38%              -   8.15%
           Base  Case
          (100)                              1.38%                  3.64%
          (200)                               .40%                 11.30%
          (300)                             -3.88%                 19.29%

                                       21
<PAGE>

ITEM  4  -  CONTROLS  AND  PROCEDURES

Under  the  supervision  and with the participation of the Company's management,
including  our  Chief Executive Officer and Chief Financial Officer, the Company
has  evaluated  the  effectiveness of the design and operation of its disclosure
controls  and  procedures  (as defined in Rule 13a-15(e) and 15d-15(e) under the
Exchange  Act)  as  of  the  end of the period covered by this quarterly report.
Based  upon  that  evaluation,  the  Chief Executive Officer and Chief Financial
Officer  concluded  that,  as of the end of the period covered by this quarterly
report, the Company's disclosure controls and procedures are effective to ensure
that  information required to be disclosed in the reports that the Company files
or  submits  under  the  Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  There  has  been  no  change  in the
Company's  internal  control  over  financial  reporting  during the most recent
fiscal  quarter  that  has  materially  affected,  or  is  reasonable  likely to
materially  affect,  the  company's  internal  control over financial reporting.


                                       22
<PAGE>
PART  II  -  OTHER  INFORMATION
-------------------------------

LEGAL  PROCEEDINGS
------------------

None

CHANGES  IN  SECURITIES
-----------------------

Not  applicable

DEFAULTS  UPON  SENIOR  SECURITIES
----------------------------------

Not  applicable

SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
-----------------------------------------------------------

Not  applicable

OTHER  INFORMATION
------------------

On  September  16, 2003, the Board of Directors declared a $.10 cash dividend to
shareholders  of  record  as of September 30, 2003, payable on October 13, 2003.

EXHIBITS  AND  REPORTS  ON  FORM  8-K
-------------------------------------

Exhibits

Exhibit  No.          Description
------------          -----------
Exhibit  31.1          Rule  13a-14(a)  /  15d-14(a)  Certification of the Chief
                       Executive  Officer
Exhibit  31.2          Rule  13a-14(a)  /  15d-14(a)  Certification of the Chief
                       Financial  Officer
Exhibit  32.1          Section  1350  Certification  of  the Chief Executive and
                       Chief  Financial  Officer

Reports  on  Form  8-K

The  Company  filed  two  Current  Reports  on Form 8-K during the third quarter
ending  September 30, 2003 dated July 21, 2003 and August 12, 2003 reporting the
second  quarter  earnings  release  and  the  Board's  approval  of  a change in
auditors,  respectively.

                                       23
<PAGE>





SIGNATURES





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




     PATHFINDER  BANCORP,  INC.
     --------------------------



                                        /s/  Thomas  W.  Schneider
                                        --------------------------
Date:     November  14,  2003             Thomas  W.  Schneider
          -------------------             President,  Chief  Executive  Officer


                                       /s/  James  A.  Dowd
                                       -------------------
Date:     November  14,  2003            James  A.  Dowd
          -------------------            Vice  President,  Chief  Financial
                                         Officer

<PAGE>
                                                                    Exhibit 31.1
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I,  Thomas  W.  Schneider,  President and Chief Executive Officer, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Pathfinder Bancorp,
Inc.;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

     a) designed such disclosure controls and procedures to ensure that material
        information  relating  to  the  registrant,  including  its consolidated
        subsidiaries,  is  made  known  to  us  by others within those entities,
        particularly  during  the period in which this quarterly report is being
        prepared;
     b)  evaluated the effectiveness of the registrant's disclosure controls and
        procedures  as of a date within 90 days prior to the filing date of this
        quarterly  report  (the  "Evaluation  Date");  and
     c)  presented  in  this  quarterly  report  our  conclusions  about  the
        effectiveness  of  the  disclosure  controls and procedures based on our
        evaluation  as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

     a) all  significant  deficiencies  in  the design or operation of internal
        controls  which  could  adversely  affect  the  registrant's  ability to
        record, process, summarize and report financial data and have identified
        for  the  registrant's  auditors  any  material  weaknesses  in internal
        controls;  and
     b) any  fraud,  whether or not material, that involves management or other
        employees  who  have  a  significant  role  in the registrant's internal
        controls;  and

6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.


November  14,  2003               /s/  Thomas  W.  Schneider
-------------------               --------------------------
Date                              President  and  Chief  Executive  Officer


<PAGE>
Exhibit  31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I,  James  A.  Dowd,  Vice  President and Chief Financial Officer, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Pathfinder Bancorp,
Inc.;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

     a) designed such disclosure controls and procedures to ensure that material
        information  relating  to  the  registrant,  including  its consolidated
        subsidiaries,  is  made  known  to  us  by others within those entities,
        particularly  during  the period in which this quarterly report is being
        prepared;
     b)  evaluated the effectiveness of the registrant's disclosure controls and
        procedures  as of a date within 90 days prior to the filing date of this
        quarterly  report  (the  "Evaluation  Date");  and
     c)  presented  in  this  quarterly  report  our  conclusions  about  the
        effectiveness  of  the  disclosure  controls and procedures based on our
        evaluation  as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

     a)  all  significant  deficiencies  in  the design or operation of internal
        controls  which  could  adversely  affect  the  registrant's  ability to
        record, process, summarize and report financial data and have identified
        for  the  registrant's  auditors  any  material  weaknesses  in internal
        controls;  and
     b)  any  fraud,  whether or not material, that involves management or other
        employees  who  have  a  significant  role  in the registrant's internal
        controls;  and

6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.


November  14,  2003                    /s/  James  A.  Dowd
-------------------                    --------------------
Date                                    Vice  President  and  Chief  Financial
                                        Officer

<PAGE>
                                                                    Exhibit 32.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




Thomas  W.  Schneider,  President and Chief Executive Officer and James A. Dowd,
Vice  President  and  Chief  Financial  Officer of Pathfinder Bancorp, Inc. (the
"Company") each certify in his capacity as an officer of the Company that he has
reviewed  the quarterly report of the Company on Form 10-Q for the quarter ended
September  30,  2003  and  that  to  the  best  of  his  knowledge:

1)     the  report fully complies with the requirements of Sections 13(a) of the
Securities  Exchange  Act  of  1934;  and

2)     the  information contained in the report fairly presents, in all material
respects,  the  financial  condition  and  results  of  operations.

The  purpose  of  this  statement is solely to comply with Title 18, Chapter 63,
Section  1350  of  the  United  States  Code,  as  amended by Section 906 of the
Sarbanes-Oxley  Act  of  2002.



November  14,  2003           /s/Thomas  W.  Schneider
-------------------           ------------------------
Date               President  and  Chief  Executive  Officer


November  14,2003           /s/  James  A.  Dowd
-----------------           --------------------
Date               Vice  President  and  Chief  Financial  Officer
[{"type": "10-Q", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 98490}]
{"company-data": {"conformed-name": "PATHFINDER BANCORP INC", "cik": "0001046188", "assigned-sic": "6036", "irs-number": "161540137", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-23601", "film-number": "031005005"}, "business-address": {"street1": "214 W FIRST ST", "city": "OSWEGO", "state": "DE", "zip": "13126", "phone": "3153430057"}, "mail-address": {"street1": "214 W FIRST ST", "city": "OSWEGO", "state": "DE", "zip": "13126"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                             -----------------------

                                    FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
                        QUARTER ENDED SEPTEMBER 30, 2003

                         SEC Exchange Act No. 000-23601
                                              ---------

                            Pathfinder Bancorp, Inc.
                            ------------------------
               (Exact name of Company as specified in its charter)

                                     Federal
                                     -------
            (State or jurisdiction of incorporation or organization)

                                   16-1540137
                                   ----------
                     (I.R.S. Employer Identification Number)

                 214  W.  1st  Street
                 Oswego,  New  York                  13126
-------------------------------------------------------------
(Address  of  principal  executive  office)       (Zip  Code)

         Company's telephone number, including area code: (315) 343-0057
                                                          --------------

                                       Not Applicable
                                       --------------
    (Former name, former address and former fiscal year, if changed since last
                                     report)

     Indicate  by  check  mark  whether  the  Company  (1) has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes      X     No  ____
                                              -----

Indicate  by  check  mark  whether  the  Registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Act).      Yes  No   X
                                                       --

     Indicate  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:  There were 2,433,132 shares
of  the  Company's  common  stock  outstanding  as  of  November  10,  2003.
PATHFINDER BANCORP, INC.
                                      INDEX

PART  1          FINANCIAL  INFORMATION                                PAGE

Item  1.    Financial  Statements

           Consolidated  Statements  of  Condition                     1
           Consolidated  Statements  of  Income                        2-3
           Consolidated  Statements  of  Shareholders'  Equity         4
           Consolidated  Statements  of  Cash  Flows                   5
           Notes  to  Consolidated  Financial  Statements              6-10

Item  2.  Management's  Discussion  and  Analysis  of  Financial      11-18
          Condition  and  Results  of  Operations

Item  3.  Quantitative  and  Qualitative  Disclosure  about  Market   19-21
          Risk

Item  4.  Control  and  Procedures                                    22

PART  II  OTHER  INFORMATION                                          23

          Item  1.     Legal  proceedings
          Item  2.     Change  in  securities
          Item  3.     Defaults  upon  senior  securities
          Item  4.     Submission  of  matters  to  a  vote
                        of security holders
          Item  5.     Other  information
          Item  6.     Exhibits  and  Reports  on  Form  8-K

SIGNATURES
PATHFINDER  BANCORP, INC.
                                       CONSOLIDATED STATEMENTS OF CONDITION
                               SEPTEMBER 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002

                                                                                   September 30,    December 31,
                                                                                       2003             2002
----------------------------------------------------------------------------------------------------------------
ASSETS
Cash and due from banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    8,238,186   $   7,026,126
Interest earning deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . .         352,766       6,714,279
                                                                                  ---------------  --------------
    Total cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .       8,590,952      13,740,405
Investment securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      62,681,278      62,505,544
Mortgage loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . .       4,194,209       3,616,711
Loans:
   Real estate residential . . . . . . . . . . . . . . . . . . . . . . . . . . .     129,818,714     119,560,715
   Real estate commercial. . . . . . . . . . . . . . . . . . . . . . . . . . . .      29,420,789      32,657,177
   Consumer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      16,299,445      15,068,204
   Commercial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      18,686,682      13,196,188
                                                                                  ---------------  --------------
     Total Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     194,225,630     180,482,284
   Less: Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . .       1,699,859       1,480,874
                                                                                  ---------------  --------------
     Loans receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . .     192,525,771     179,001,410

Premises and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . .       6,449,249       5,622,171
Accrued interest receivable. . . . . . . . . . . . . . . . . . . . . . . . . . .       1,393,418       1,334,126
Other real estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         361,996       1,395,714
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,840,226       3,840,226
Intangible asset, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         905,503       1,073,182
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       6,535,008       6,926,378
                                                                                  ---------------  --------------
     Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  287,477,610   $ 279,055,867
                                                                                  ===============  ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
-------------------------------------

Deposits:
  Interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  193,369,414   $ 188,757,723
  Non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      18,724,645      15,764,382
                                                                                  ---------------  --------------
     Total deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     212,094,059     204,522,105
Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5,200,000         700,000
Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      39,860,000      42,160,000
Company obligated mandatorily redeemable preferred securities of subsidiary. . .       5,000,000       5,000,000
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,949,170       3,443,740
                                                                                  ---------------  --------------
     Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     266,103,229     255,825,845
                                                                                  ---------------  --------------

Shareholders' equity:
   Preferred stock, authorized shares 1,000,000; no shares issued or outstanding
   Common stock, par value $.01 per share; authorized 10,000,000 shares;
    2,918,419 and 2,914,669 shares issued;  and 2,433,132 and 2,610,496
    shares outstanding, respectively . . . . . . . . . . . . . . . . . . . . . .          29,184          29,146
   Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . .       7,194,509       7,113,811
   Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      20,520,702      19,745,651
   Accumulated other comprehensive income. . . . . . . . . . . . . . . . . . . .         186,048         280,905
   Unearned ESOP shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (89,403)       (124,467)
   Treasury Stock, at cost; 485,287 and 304,173 shares, respectively . . . . . .      (6,466,659)     (3,815,024)
                                                                                  ---------------  --------------
     Total shareholders' equity. . . . . . . . . . . . . . . . . . . . . . . . .      21,374,381      23,230,022
                                                                                  ---------------  --------------

     Total liabilities and shareholders' equity. . . . . . . . . . . . . . . . .  $  287,477,610   $ 279,055,867
                                                                                  ===============  ==============
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.

                                        1
PATHFINDER  BANCORP, INC.
                                     CONSOLIDATED STATEMENTS OF INCOME
                   FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
                                                (UNAUDITED)

                                                                     For the three        For the three
                                                                     months ended         months ended
                                                                  September 30, 2003   September 30, 2002
---------------------------------------------------------------------------------------------------------
INTEREST INCOME:
  Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         3,167,151  $         3,191,513
  Interest and dividends on investments:
    U.S. Treasury and agencies . . . . . . . . . . . . . . . . .               41,291               53,370
    Tax-exempt securities. . . . . . . . . . . . . . . . . . . .               53,670               77,429
    Corporate obligations. . . . . . . . . . . . . . . . . . . .              148,428              279,202
    Marketable equity securities . . . . . . . . . . . . . . . .               27,677               47,851
    Mortgage-backed securities . . . . . . . . . . . . . . . . .              236,541              208,655
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .                2,434               60,168
                                                                  -------------------  -------------------
       Total interest income . . . . . . . . . . . . . . . . . .            3,677,192            3,918,188

INTEREST EXPENSE:
  Interest on deposits . . . . . . . . . . . . . . . . . . . . .              884,128            1,139,458
  Interest on borrowed funds . . . . . . . . . . . . . . . . . .              486,964              557,454
  Interest on company obligated mandatorily redeemable preferred
     securities of subsidiary. . . . . . . . . . . . . . . . . .               56,973               71,159
                                                                  -------------------  -------------------
       Total interest expense. . . . . . . . . . . . . . . . . .            1,428,065            1,768,071
                                                                  -------------------  -------------------

          Net interest income. . . . . . . . . . . . . . . . . .            2,249,127            2,150,117
  Provision for loan losses. . . . . . . . . . . . . . . . . . .              126,004              138,424
                                                                  -------------------  -------------------
          Net interest income after provision for loan losses. .            2,123,123            2,011,693
                                                                  -------------------  -------------------

OTHER INCOME:
  Service charges on deposit accounts. . . . . . . . . . . . . .              212,938              155,111
  Loan servicing fees. . . . . . . . . . . . . . . . . . . . . .               61,727               74,368
  Increase in value of bank owned life insurance . . . . . . . .               56,567               43,582
  Net gain on securities . . . . . . . . . . . . . . . . . . . .                2,111                    -
  Net gain on loans/real estate. . . . . . . . . . . . . . . . .              153,068                2,562
  Other charges, commissions & fees. . . . . . . . . . . . . . .              114,388               94,321
                                                                  -------------------  -------------------
          Total other income . . . . . . . . . . . . . . . . . .              600,799              369,944
                                                                  -------------------  -------------------

OTHER EXPENSES:
  Salaries and employee benefits . . . . . . . . . . . . . . . .            1,106,747              999,444
  Building occupancy . . . . . . . . . . . . . . . . . . . . . .              248,707              184,435
  Data processing expenses . . . . . . . . . . . . . . . . . . .              220,893              184,480
  Professional and other services. . . . . . . . . . . . . . . .              222,775              189,538
  Amortization of intangible asset . . . . . . . . . . . . . . .               55,622                    -
  Other expenses . . . . . . . . . . . . . . . . . . . . . . . .              419,063              354,535
          Total other expenses . . . . . . . . . . . . . . . . .            2,273,807            1,912,432
                                                                  -------------------  -------------------

Income before income taxes . . . . . . . . . . . . . . . . . . .              450,115              469,205
Provision for income taxes . . . . . . . . . . . . . . . . . . .              117,395              120,379
                                                                  -------------------  -------------------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           332,720  $           348,826
                                                                  -------------------  -------------------

     NET INCOME PER SHARE - BASIC. . . . . . . . . . . . . . . .  $              0.14  $              0.14
                                                                  ===================  ===================
     NET INCOME PER SHARE - DILUTED. . . . . . . . . . . . . . .  $              0.14  $              0.13
                                                                  ===================  ===================
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.

                                        2
PATHFINDER  BANCORP, INC.
                                     CONSOLIDATED STATEMENTS OF INCOME
                    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
                                                (UNAUDITED)

                                                                     For the nine         For the nine
                                                                     months ended         months ended
                                                                  September 30, 2003   September 30, 2002
----------------------------------------------------------------------------------------------------------
INTEREST INCOME:
  Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         9,647,445  $         9,693,124
  Interest and dividends on investments:
    U.S. Treasury and agencies . . . . . . . . . . . . . . . . .              128,139              117,884
    Tax-exempt securities. . . . . . . . . . . . . . . . . . . .              174,357              234,892
    Corporate obligations. . . . . . . . . . . . . . . . . . . .              591,473              906,951
    Marketable equity securities . . . . . . . . . . . . . . . .              134,660              109,422
    Mortgage-backed securities . . . . . . . . . . . . . . . . .              851,616              683,028
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .               27,238               75,308
                                                                  -------------------  -------------------
       Total interest income . . . . . . . . . . . . . . . . . .           11,554,928           11,820,609

INTEREST EXPENSE:
  Interest on deposits . . . . . . . . . . . . . . . . . . . . .            2,891,316            3,530,164
  Interest on borrowed funds . . . . . . . . . . . . . . . . . .            1,491,752            1,685,917
  Interest on company obligated mandatorily redeemable preferred
     securities of subsidiary. . . . . . . . . . . . . . . . . .              177,000               71,159
                                                                  -------------------  -------------------
       Total interest expense. . . . . . . . . . . . . . . . . .            4,560,068            5,287,240
                                                                  -------------------  -------------------

          Net interest income. . . . . . . . . . . . . . . . . .            6,994,860            6,533,369
  Provision for loan losses. . . . . . . . . . . . . . . . . . .              491,830            1,208,005
                                                                  -------------------  -------------------
          Net interest income after provision for loan losses. .            6,503,030            5,325,364
                                                                  -------------------  -------------------

OTHER INCOME:
  Service charges on deposit accounts. . . . . . . . . . . . . .              590,173              451,819
  Loan servicing fees. . . . . . . . . . . . . . . . . . . . . .              188,921              198,109
  Increase in value of bank owned life insurance . . . . . . . .              142,301              163,746
  Net gain on securities . . . . . . . . . . . . . . . . . . . .              522,711              617,320
  Net gain on loans/real estate. . . . . . . . . . . . . . . . .              331,588              137,255
  Other charges, commissions & fees. . . . . . . . . . . . . . .              363,546              319,451
                                                                  -------------------  -------------------
          Total other income . . . . . . . . . . . . . . . . . .            2,139,240            1,887,700
                                                                  -------------------  -------------------

OTHER EXPENSES:
  Salaries and employee benefits . . . . . . . . . . . . . . . .            3,302,934            2,733,986
  Building occupancy . . . . . . . . . . . . . . . . . . . . . .              754,638              553,669
  Data processing expenses . . . . . . . . . . . . . . . . . . .              637,195              585,874
  Professional and other services. . . . . . . . . . . . . . . .              579,938              595,215
  Amortization of intangible asset . . . . . . . . . . . . . . .              167,680                    -
  Other expenses . . . . . . . . . . . . . . . . . . . . . . . .            1,373,389            1,025,221
          Total other expenses . . . . . . . . . . . . . . . . .            6,815,774            5,493,965
                                                                  -------------------  -------------------

Income before income taxes . . . . . . . . . . . . . . . . . . .            1,826,496            1,719,099
Provision for income taxes . . . . . . . . . . . . . . . . . . .              484,242              452,911
                                                                  -------------------  -------------------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         1,342,254  $         1,266,188
                                                                  ===================  ===================

     NET INCOME PER SHARE - BASIC. . . . . . . . . . . . . . . .  $              0.55  $              0.49
                                                                  ===================  ===================
     NET INCOME PER SHARE - DILUTED. . . . . . . . . . . . . . .  $              0.54  $              0.48
                                                                  ===================  ===================
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.

                                        3
PATHFINDER BANCORP, INC.
                           STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                   NINE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
                                           (unaudited)

                                                             Additional
                                          Common Stock Issued   Paid in    Retained
                                          Shares      Amount    Capital     Earnings
                                          --------------------  --------  ----------
BALANCE, DECEMBER 31, 2002 . . . . . . . 2,914,669   $ 29,146  $7,113,811  $19,745,651
Comprehensive income
Net income . . . . . . . . . . . . . . .                                     1,342,254
Other comprehensive income, net of tax:
Unrealized net losses on securities
Total Comprehensive income
ESOP shares earned . . . . . . . . . . .                           53,421
Stock options exercised. . . . . . . . .     3,750         38      27,277
Treasury stock purchased
Dividends declared ($.30 per share). . .                                      (567,203)
---------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2003. . . . . .   2,918,419   $ 29,184  $7,194,509  $20,520,702
=======================================================================================
Accumulated
                                            Other Com-      Unearned
                                            prehensive       ESOP        Treasury
                                            Income          Shares        Stock          Total
----------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2002 . . . . . . .  $   280,905   $  (124,467)  $(3,815,024)  $23,230,022
Comprehensive income . . . . . . . . . .            -
Net income .                                           . . . . . . . . . . . . . .    1,342,254
Other comprehensive income, net of tax:.            -
Unrealized net losses on securities. . .      (94,857)                                  (94,857)
Total Comprehensive income . . . . . . .                                              1,247,397
ESOP shares earned . . . . . . . . . . .                     35,064                      88,485
Stock options exercised. . . . . . . . .                                                 27,315
Treasury stock purchased . . . . . . . .                               (2,651,635)   (2,651,635)
Dividends declared ($.30 per share). . .                                               (567,203)
------------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2003. . . . . . .  $   186,048   $   (89,403)  $(6,466,659)  $21,374,381
================================================================================================
Additional
                                          Common Stock Issued   Paid in     Retained
                                            Shares    Amount    Capital     Earnings
--------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2001 . . . . . . .  2,894,220   $28,942  $6,917,817  $19,015,639

Net income . . . . .                                    . . . . . . . . . .  1,266,188
Other comprehensive income, net of tax:
Unrealized net losses on securities
Total Comprehensive income
ESOP shares earned . . . . . . . . . . .                           48,243
Stock options exercised. . . . . . . . .     12,466       125      84,474
Treasury stock purchased
Dividends declared ($.22 per share). . .                                      (345,677)
--------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30,2002 . . . . . . .  2,906,686   $29,067  $7,050,534  $19,936,150
=======================================================================================
Accumulated
                                           Other Com-     Unearned
                                           prehensive      ESOP        Treasury
                                             Income        Shares       Stock         Total
-------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2001 . . . . . . .  $   80,652   $(173,142)  $(3,685,159)  $22,184,749

Net income . . . . . . . . . . . . . . .                                          $1,266,188
Other comprehensive income, net of tax:
Unrealized net losses on securities. . .      81,385                                  81,385
Total Comprehensive income . . . . . . .                                           1,347,573
ESOP shares earned . . . . . . . . . . .                  41,554                      89,797
Stock options exercised. . . . . . . . .                                              84,599
Treasury stock purchased . . . . . . . .                               (129,865)    (129,865)
Dividends declared ($.22 per share). . .                                            (345,677)
---------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30,2002 . . . . . . .  $  162,037   $(131,588)  $(3,815,024)  $23,231,176
=============================================================================================
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.

                                        4
PATHFINDER BANCORP, INC.
                                   STATEMENTS OF CASH FLOWS
                     September 30, 2003 and September 30, 2002 (Unaudited)

                                                          For the nine     For the nine
                                                          months ended     months ended
                                                          September 30,    September 30,
                                                              2003             2002
----------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
  Net income. . . . . . . . . . . . . . . . . . . . . .  $    1,342,254   $    1,266,188
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Provision for loan losses . . . . . . . . . . . . . .         491,830        1,208,005
  ESOP and other stock-based compensation earned. . . .          88,485           89,797
  Deferred income tax expense (benefit) . . . . . . . .         181,798         (139,214)
  Proceeds from sale of loans . . . . . . . . . . . . .      14,845,966       15,873,671
  Originations of loans held-for-sale . . . . . . . . .     (15,236,408)     (14,049,992)
  Realized (gain) loss on:
    Sale of real estate loans through foreclosure . . .        (144,532)           9,253
    Loans . . . . . . . . . . . . . . . . . . . . . . .        (187,056)          (2,628)
    Available-for-sale investment securities. . . . . .        (522,711)        (617,320)
  Depreciation. . . . . . . . . . . . . . . . . . . . .         392,587          351,083
  Amortization of intangible. . . . . . . . . . . . . .         167,680                -
  Amortization of deferred financing costs. . . . . . .          22,653            1,312
  Increase in surrender value of life insurance . . . .        (142,301)        (163,746)
  Net accretion of premiums and discounts
    on investment securities. . . . . . . . . . . . . .         180,649          (31,359)
  Increase in interest receivable . . . . . . . . . . .         (59,292)          (2,777)
  Net change in other assets and liabilities. . . . . .         905,850         (442,323)
                                                         ---------------  ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . .       2,327,452        3,349,950
                                                         ---------------  ---------------

INVESTING ACTIVITIES
  Purchase of investment securities available-for-sale.     (23,187,784)      (9,915,570)
  Proceeds from maturities and principal reductions of
    investment securities available-for-sale. . . . . .      17,171,958        9,335,953
  Proceeds from sale:
    Real estate acquired through foreclosure. . . . . .       1,718,394          311,546
    Available-for-sale investment securities. . . . . .       6,024,059        1,799,602
  Net increase in loans . . . . . . . . . . . . . . . .     (14,565,406)     (11,005,831)
  Purchase of premises and equipment. . . . . . . . . .      (1,219,665)        (660,273)
                                                         ---------------  ---------------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . .     (14,058,444)     (10,134,573)
                                                         ---------------  ---------------

FINANCING ACTIVITIES
  Net increase in demand deposits, NOW accounts
    savings accounts, money market deposit accounts
    and escrow deposits . . . . . . . . . . . . . . . .      10,861,516        6,542,303
  Net (decrease) increase in time deposits. . . . . . .      (3,289,562)       3,687,675
  Net repayments from short term borrowings . . . . . .       4,500,000      (13,646,500)
  Payments on long-term borrowings. . . . . . . . . . .      (8,000,000)      (3,000,000)
  Proceed from long-term borrowings . . . . . . . . . .       5,700,000       13,850,000
  Proceeds from issuance of trust preferred securities.               -        4,849,000
  Proceeds from exercise of stock options . . . . . . .          27,315           84,599
  Cash dividends. . . . . . . . . . . . . . . . . . . .        (566,095)        (208,719)
  Treasury stock purchased. . . . . . . . . . . . . . .      (2,651,635)        (129,865)
                                                         ---------------  ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . .       6,581,539       12,028,493
                                                         ---------------  ---------------

  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS. . .      (5,149,453)       5,243,870
 Cash and cash equivalents at beginning of period . . .      13,740,405        7,593,956
                                                         ---------------  ---------------
  CASH AND CASH EQUIVALENTS AT END OF PERIOD. . . . . .  $    8,590,952   $   12,837,826
                                                         ===============  ===============

CASH PAID DURING THE PERIOD FOR:
  Interest. . . . . . . . . . . . . . . . . . . . . . .  $    4,601,663   $    5,296,620
  Income taxes paid . . . . . . . . . . . . . . . . . .         200,000          690,000

NON-CASH INVESTING ACTIVITY:
  Transfer of loans to other real estate. . . . . . . .         549,215        1,108,693
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
                                        5
PATHFINDER BANCORP, INC.

                          Notes to Financial Statements

(1)  BASIS  OF  PRESENTATION

     The accompanying unaudited financial statements were prepared in accordance
     with  the  instructions for Form 10-Q and Regulation S-X and, therefore, do
     not include information for footnotes necessary for a complete presentation
     of  financial position, results of operations, and cash flows in conformity
     with generally accepted accounting principles. The following material under
     the  heading  "Management's  Discussion and Analysis of Financial Condition
     and  Results  of Operations" is written with the presumption that the users
     of  the  interim  financial  statements  have  read, or have access to, the
     Company's  latest  audited financial statements and notes thereto, together
     with  Management's  Discussion  and  Analysis  of  Financial  Condition and
     Results of Operations as of December 31, 2002 and for the three year period
     then  ended.  Therefore,  only  material changes in financial condition and
     results  of  operations  are  discussed  in  the  remainder  of  Part  1.

     Operating  results for the three months and nine months ended September 30,
     2003 are not necessarily indicative of the results that may be expected for
     the  year  ending  December  31,  2003.

(2)  EARNINGS  PER  SHARE

     Basic  earnings  per share have been computed based upon net income for the
     three  months  and  nine  months  ended  September  30, using 2,415,681 and
     2,426,206 weighted average common shares outstanding for 2003 and 2,579,602
     and  2,575,993  for  2002, respectively. Diluted earnings per share for the
     three  month  and nine month period ending September 30, 2003 and 2002 have
     been  computed  using 2,464,041, 2,472,789, 2,617,651 and 2,622,160 shares,
     respectively.  Diluted  earnings per share gives effect to weighted average
     shares that would be outstanding assuming the exercise of outstanding stock
     options  using  the  treasury  stock  method.

(3)  STOCK-BASED  COMPENSATION

     The  Company's  stock-based compensation plan is accounted for based on the
     intrinsic  value  method  set  forth  in  Accounting Principles Board (APB)
     Opinion  No.  25,  "Accounting  for Stock Issued to Employees", and related
     provisions.  Compensation  expense  for employee stock options is generally
     not  recognized  if  the exercise price of the option equals or exceeds the
     fair  value  of  the  stock  on  the  date  of  the  grant.

     The  following  table illustrates the effect on net income and earnings per
     share  as if the Black-Scholes fair value method described in SFAS No. 123,
     "Accounting  for Stock-Based Compensation", as amended, had been applied to
     the  Company's  stock-based  compensation  plan:
                                        6
For quarter ended September 30,
                                                   2003            2002
                                               --------------------------------
Net Income:
As reported . . . . . . . . . . . . . . . . .  $  332,720        $348,826
Less: Total stock-based employee compensation
expense determined under Black-Scholes option
pricing model, net of tax effect. . . . . . .       7,070          27,192
---------------------------------------------  --------------------------------
Pro forma net income. . . . . . . . . . . . .  $  325,650        $321,634
For the quarter ended September 30,
                             2003            2002
                     -----------------------------------

Earnings per share:  Basic   Diluted   Basic   Diluted
-------------------  ------  --------  ------  --------
As reported . . . .  $ 0.14  $   0.14  $ 0.14  $   0.13
Pro forma . . . . .  $ 0.13  $   0.13  $ 0.12  $   0.12
For nine months ended September 30,
                                                   2003          2002
                                            ------------------------------------
Net Income:
As reported . . . . . . . . . . . . . . . . .  $ 1,342,254     $1,266,188
Less: Total stock-based employee compensation
expense determined under Black-Scholes option
pricing model, net of tax effect. . . . . . .       21,210         81,576
---------------------------------------------  --------------------------------
Pro forma net income. . . . . . . . . . . . .  $ 1,321,044     $1,184,612
For the nine months ended September 30,
                             2003            2002
                     ----------------------------------------
Earnings per share:  Basic   Diluted   Basic   Diluted
-------------------  ------  --------  ------  --------
As reported . . . .  $ 0.55  $   0.54  $ 0.49  $   0.48
Pro forma . . . . .  $ 0.54  $   0.53  $ 0.46  $   0.45
For  purposes  of  pro  forma  disclosures, the estimated fair value of the
     options is amortized to expense over the options vesting period. Therefore,
     the  foregoing pro forma results are not likely to be representative of the
     effects of reported net income of future periods due to additional years of
     vesting.  Since  changes in the subjective input assumptions can materially
     affect  the  fair  value  estimates,  the  existing  model, in management's
     opinion  does not necessarily provide a single reliable measure of the fair
     value  of  its stock options. In addition, the pro forma effect on reported
     net  income  and earnings per share for the periods presented should not be
     considered  representative  of the pro forma effects on reported net income
     and  earnings  per  share  for  future  periods.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation  -  Transition  and  Disclosure",  which  provides alternative
     methods  of  transition  for  an  entity that voluntary changes to the fair
     value  based method of accounting for stock-based employee compensation. It
     also  amends  to disclosure provisions of FASB Statement No. 123 to require
     prominent  disclosure  about  the  effects  on  reported  net  income of an
     entity's  accounting  policy decisions with respect to stock-based employee
     compensation.  This  statement  also  amends APB No. 28, "Interim Financial
     Reporting",  to require disclosure about those effects in interim financial
     information.  The  Company  will  continue  to  account  for  stock-based
     compensation  in  accordance  with  APB  Opinion  No.  25.
                                        7
(4)  RECLASSIFICATIONS

     Certain  prior  period  information has been reclassified to conform to the
     current period's presentation. These reclassifications had no affect on net
     income  as  previously  reported.

(5)  DIVIDEND  RESTRICTIONS

     The Company maintains a restricted capital account with a $728,000 balance,
     representing Pathfinder Bancorp, M.H.C.'s portion of dividends waived as of
     September  30,  2003.

(6)  COMPREHENSIVE  INCOME

     The components of other comprehensive income (loss) and related tax effects
     for  the three and nine month periods ended September 30, 2003 and 2002 are
     as  follows:
For the three months    For the nine months
                                        ended September 30,     ended September 30,
                                        2003            2002    2003          2002
                                       ----------------------  ---------------------
Gross change in unrealized gains on
 securities available for sale. . . .  $ (681,614)  $   46,015   $ 364,616   $ 752,661
Reclassification adjustment for gains
 included in net income . . . . . . .      (2,111)           -    (522,711)   (617,320)
Tax effect. . . . . . . . . . . . . .     277,090      (18,405)     63,238     (53,956)
---------------------------------------------------------------------------------------

Net of tax amount . . . . . . . . . .  $ (406,635)  $   27,610  $  (94,857)  $  81,385
=======================================================================================
(7)  NEW  ACCOUNTING  STANDARDS

     In July 2002, the Financial Accounting Standards Board issued Statement No.
     146,  "Accounting  for  Costs Associated with Exit or Disposal Activities,"
     which  nullifies  EITF  Issue  94-3,  "Liability  Recognition  for  Certain
     Employee  Termination  Benefits  and  Other  Costs  to  Exit  an  Activity
     (including  Certain  Costs  Incurred  in  a Restructuring)." This statement
     delays  recognition  of  these costs until liabilities are incurred, rather
     than  at  the  date  of  commitment  to  the  plan, and requires fair value
     measurement.  It does not impact the recognition of liabilities incurred in
     connection  with  a  business  combination  or  the  disposal of long-lived
     assets. The provisions of this statement are effective for exit or disposal
     activities  initiated  after  December  31,  2002 and did not result in any
     significant  impact  on  the  Company's  financial  condition or results of
     operations.

     In  November  2002,  the Financial Accounting Standards Board (FASB) issued
     FASB  Interpretation  No.  45  (FIN  45),  "  Guarantor's  Accounting  and
     Disclosure  Requirements  for  Guarantees, Including Indirect Guarantees of
     Indebtedness  of Others." This Interpretation expands the disclosures to be
                                        8
made by a guarantor in its financial statements about its obligations under
     certain  guarantees and requires the guarantor to recognize a liability for
     the fair value of an obligation assumed under certain specified guarantees.
     FIN  45 clarifies the requirements of FASB Statement No. 5, "Accounting for
     Contingencies."  In general, FIN 45 applies to contracts or indemnification
     agreements  that contingently require the guarantor to make payments to the
     guaranteed  party  based on changes in an underlying factor that is related
     to  an  asset,  liability  or equity security of the guaranteed party which
     would  include  financial  and standby letters of credit. Certain guarantee
     contracts  are  excluded  from  both  the  disclosure  and  recognition
     requirements  of  this  Interpretation, including, among others, guarantees
     related  to  commercial  letters  of  credit  and  loan  commitments.  The
     disclosure  requirements  of FIN 45 require disclosure of the nature of the
     guarantee,  the  maximum  potential  amount  of  future  payments  that the
     guarantor  could  be  required  to make under the guarantee and the current
     amount  of the liability, if any, for the guarantor's obligations under the
     guarantee.  The  accounting  recognition  requirements  of FIN 45 are to be
     applied  prospectively  to guarantees issued or modified after December 31,
     2002. Adoption of FIN 45 did not have a significant impact on the Company's
     financial  condition  or  results  of  operations.

     Outstanding  letters  of  credit  are conditional commitments issued by the
     Company  to  guarantee  the performance of a customer to a third party. The
     Company's  exposure  to  credit  loss  in the event of noncompliance by the
     other  party  to  the financial instrument for standby letters of credit is
     represented by the contractual amount of those instruments. The Company had
     $783,000  of  outstanding  letters  of credit as of September 30, 2003. The
     Company  uses the same credit policies in making conditional obligations as
     it  does  for  on-balance  sheet  instruments.

     Of  these  letters of credit, $0 automatically renew within the next twelve
     months,  $657,000 will expire within the next twelve months and $7,500 will
     expire  within  thirteen  to one hundred and eighty months. The credit risk
     involved  in  issuing  letters  of  credit  is essentially the same as that
     involved  in  extending  other  loan  commitments.  The Company may require
     collateral  and  personal  guarantees supporting these letters of credit as
     deemed  necessary. Management believes that the proceeds obtained through a
     liquidation  of  such collateral and the enforcement of personal guarantees
     would  be  sufficient  to  cover  the  maximum  potential  amount of future
     payments  required  under  the  corresponding  guarantees.

     In  April  2003,  the Financial Accounting Standards Board issued Statement
     No.  149,  "Amendment  of  Statement  No.  133,  Accounting  for Derivative
     Instruments  and  Hedging  Activities".  This  statement  clarifies  the
     definition  of  a derivative and incorporates certain decisions made by the
     Board  as  part  of  the  Derivatives  Implementation  Group  process. This
     statement  is  effective  for  contracts  entered into or modified, and for
     hedging  relationships  designated  after  September 30, 2003 and should be
     applied  prospectively.  The  provisions  of  the  Statement that relate to
     implementation  issues  addressed  by  the Derivatives Implementation Group
     that  have  been effective should continue to be applied in accordance with
     their respective effective dates. Adoption of this standard is not expected
     to  have  a  significant impact on the Corporation's financial condition or
     results  of  operations.

     In  January  2003,  the  Financial  Accounting  Standards Board issued FASB
     Interpretation  No.  46,  "Consolidation  of Variable Interest Entities, an
     Interpretation  of  ARB  No. 51." This interpretation provides new guidance
                                        9
for  the  consolidation  of  variable interest entities (VIEs) and requires
     such  entities  to  be  consolidated  by their primary beneficiaries if the
     entities  do  not  effectively  disperse  risk  among parties involved. The
     interpretation  also  adds  disclosure  requirements for investors that are
     involved with unconsolidated VIEs. The disclosure requirements apply to all
     financial  statements  issued  after  January  31,  2003. The consolidation
     requirements  apply  immediately to VIEs created after January 31, 2003 and
     are  effective  for the first fiscal year or interim period beginning after
     December  15,  2003 for VIEs acquired before February 1, 2003. The adoption
     of  this  interpretation  is not anticipated to have any material impact on
     the  Corporation's  financial  condition  or  results  of  operations.

     In  May 2003, the Financial Accounting Standards Board issued Statement No.
     150,  "Accounting for Certain Financial Instruments with Characteristics of
     both  Liabilities  and  Equity.'  This  Statement  requires  that an issuer
     classify  a  financial  instrument that is within its scope as a liability.
     Many  of  these  instruments  were  previously  classified  as equity. This
     Statement  was effective for financial instruments entered into or modified
     after  May 31, 2003 and otherwise was effective beginning July 1, 2003. The
     adoption  of  this  standard  did  not have any impact on the Corporation's
     financial  condition  or  results  of  operations.

                                       10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
        OPERATION

This  Quarterly  Report contains certain "forward-looking statements" within the
meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.  Such
statements  are  subject  to  certain  risks and uncertainties, including, among
other  things,  changes  in  economic  conditions  in the Company's market area,
changes  in  policies  by  regulatory  agencies, fluctuations in interest rates,
demand for loans in the Company's market areas and competition, that could cause
actual results to differ materially from historical earnings and those presently
anticipated  or  projected.  The  Company wishes to caution readers not to place
undue  reliance  on  any such forward-looking statements, which speak only as of
the  date  made.  The  Company  wishes to advise readers that the factors listed
above  could  affect  the  Company's  financial  performance and could cause the
Company's  actual  results  for  future  periods  to  differ materially from any
opinions  or  statements expressed with respect to future periods in any current
statements.

The  Company  does  not  undertake, and specifically declines any obligation, to
publicly  release  the  result  of  any  revisions  that  may  be  made  to  any
forward-looking  statements to reflect events or circumstances after the date of
such  statements  or  to  reflect the occurrence of anticipated or unanticipated
events.

GENERAL

Throughout  the  Management's  Discussion  and Analysis the term, "the Company",
refers  to  the consolidated entity of Pathfinder Bancorp, Inc.  Pathfinder Bank
and  Pathfinder  Statutory  Trust  I are wholly owned subsidiaries of Pathfinder
Bancorp,  Inc.  Pathfinder Commercial Bank, Pathfinder REIT, Inc. and Whispering
Oaks  Development  Corp.  are  wholly owned subsidiaries of Pathfinder Bank.  At
September  30,  2003,  Pathfinder  Bancorp,  Inc.'s  only  business was the 100%
ownership of Pathfinder Bank and Pathfinder Statutory Trust I.  At September 30,
2003,  1,583,239  shares,  or  65.1%, of the Company's common stock were held by
Pathfinder  Bancorp,  M.H.C.,  the  Company's  mutual holding company parent and
849,893  shares,  or  34.9%,  were  held  by  the  public.

The  Company's  net  income  is  primarily dependent on its net interest income,
which  is  the  difference  between interest income earned on its investments in
mortgage  loans,  investment  securities  and other loans, and its cost of funds
consisting  of  interest paid on deposits and borrowed funds.  The Company's net
income  is  also  affected  by  its provision for loan losses, as well as by the
amount  of  noninterest  income, including income from fees and service charges,
net  gains  and  losses on sales of securities, loans and other real estate, and
non  interest  expense such as employee compensation and benefits, occupancy and
equipment costs, data processing and income taxes.  Earnings of the Company also
are  affected  significantly  by  general  economic  and competitive conditions,
particularly  changes  in market interest rates, government policies and actions
of  regulatory  authorities, which events are beyond the control of the Company.
In  particular,  the  general level of market rates tends to be highly cyclical.

The  following discussion reviews the Company's financial condition at September
30,  2003  and  the  results  of operations for the three months and nine months
ended  September  30,  2003  and  September  30,  2002.

                                       11
APPLICATION  OF  CRITICAL  ACCOUNTING  POLICIES

The  Company's consolidated financial statements are prepared in accordance with
accounting  principles  generally  accepted  in  the  United  States  and follow
practices within the banking industry.  Application of these principles requires
management  to make estimates, assumptions and judgments that affect the amounts
reported  in  the financial statements and accompanying notes.  These estimates,
assumptions  and  judgments are based on information available as of the date of
the  financial  statements;  accordingly,  as  this  information  changes,  the
financial  statements  could  reflect  different  estimates,  assumptions  and
judgments.  Certain  policies  inherently  have a greater reliance on the use of
estimates,  assumptions  and judgments and as such have a greater possibility of
producing  results  that could be materially different than originally reported.
Estimates,  assumptions  and judgments are necessary when assets and liabilities
are required to be recorded at fair value or when an asset or liability needs to
be  recorded contingent upon a future event.  Carrying assets and liabilities at
fair  value inherently results in more financial statement volatility.  The fair
values  and  information used to record valuation adjustments for certain assets
and  liabilities  are  based  on  quoted  market prices or are provided by other
third-party  sources,  when  available.  When  third  party  information  is not
available,  valuation  adjustments  are  estimated  in good faith by management.

The  most  significant accounting policies followed by the Company are presented
in  Note  1 to the consolidated financial statements included in the 2002 Annual
Report  on  Form  10-K.  These policies, along with the disclosures presented in
the  other financial statement notes and in this discussion, provide information
on how significant assets and liabilities are valued in the financial statements
and how those values are determined.  Based on the valuation techniques used and
the  sensitivity  of financial statement amounts to the methods, assumptions and
estimates  underlying those amounts, management has identified the determination
of  the  allowance  for  loan losses to be the accounting area that requires the
most  subjective and complex judgments, and as such could be the most subject to
revision  as  new  information  becomes  available.

The  allowance for loan losses represents management's estimate of probable loan
losses inherent in the loan portfolio.   Determining the amount of the allowance
for loan losses is considered a critical accounting estimate because it requires
significant  judgment  and the use of estimates related to the amount and timing
of  expected  future  cash flows on impaired loans, estimated losses on pools of
homogeneous  loans  based  on  historical  loss experience, and consideration of
current  economic  trends  and  conditions,  all  of which may be susceptible to
significant  change.  The  loan portfolio also represents the largest asset type
on  the  consolidated  statement  of  condition.  Note  1  to  the  consolidated
financial statements in the Annual Report on Form 10-K describes the methodology
used  to  determine  the  allowance  for  loan  losses.

FINANCIAL  CONDITION

ASSETS
------

Total  assets  increased approximately $8.4 million, or 3%, to $287.5 million at
September  30,  2003  from $279.1 million at December 31, 2002.  The increase in
total  assets  was primarily the result of a $13.5 million increase in net loans
                                       12
receivable,  partially  offset  by  a  $5.1  million  decrease  in cash and cash
equivalents.  The  increase  in net loans receivable is primarily due to a $10.3
million  increase  in  residential real estate loans, a $5.5 million increase in
commercial loans and a $1.2 million increase in consumer loans, partially offset
by  a decrease in commercial real estate loans of $3.2 million.  The increase in
residential  mortgages resulted from the continued period of low market interest
rates  and  customers refinancing into mortgages with term less than 20 years in
which the Company holds in portfolio.  The increase in commercial loans resulted
primarily from originating $5.5 million in short term bond anticipation notes to
municipalities.  The  decrease  in  cash and cash equivalents primarily resulted
from  the  investment  of  the  remaining  cash  received from the assumption of
deposits in October 2002 relating the branch acquisition into the investment and
loan  portfolio  combined  with  the  purchase of $2.3 million of treasury stock
relating  to  a privately negotiated stock repurchase agreement in January 2003.

LIABILITIES
-----------

Total  liabilities  increased  by  $10.3  million,  or  4%, to $266.1 million at
September  30,  2003  from $255.8 million at December 31, 2002.  The increase is
primarily  attributable  to  a $7.6 million, or 4%, increase in deposits, a $2.2
million increase in borrowed funds and a $505,000 increase in other liabilities.
Borrowed  funds were utilized to fund the Company's growth in its investment and
loan  portfolios.

SHAREHOLDERS'  EQUITY
---------------------

Shareholders'  equity  decreased  $1.9  million,  or  8%,  to  $21.4  million at
September  30,  2003  from  $23.2  million at December 31, 2002. The decrease in
shareholders'  equity primarily results from a $2.7 million increase in treasury
stock,  partially  offset  by an increase in retained earnings of $775,000.  The
increase  in  treasury  stock  represented  the  Company's  privately negotiated
purchase  of  160,114  shares  of  common  stock for a price of $2.3 million, or
$14.60  per  share  during  the  first  quarter of 2003 and other treasury stock
purchases  of  $350,000.  The increase in retained earnings is the result of net
income  of  $1.3  million,  partially  offset  by dividends declared of $567,000
during  the  first  nine  months  of 2003.  The Company's mutual holding company
parent,  Pathfinder Bancorp, M.H.C, waived its right to receive the dividend for
the  quarter  ended  September  30,  2003.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

The  Company's  primary sources of funds are deposits, amortization, prepayment,
and  sales of loans and maturities of investment securities and other short-term
investments,  earnings  and funds provided from operations and borrowings. While
scheduled  principal  repayments on loans are a relatively predictable source of
funds,  deposit  flows  and  loan  prepayments are greatly influenced by general
interest  rates,  economic  conditions and competition.  The Company manages the
pricing  of  deposits  to  maintain a desired deposit balance.  In addition, the
Company  invests  excess  funds  in  short-term interest-bearing instruments and
other  assets,  which  provide  liquidity  to  meet  lending  requirements.  For
additional information about cash flows from the Company's operating, financing,
and  investing activities, refer to the Statements of Cash Flows included in the
Financial Statements.  The Company adjusts its liquidity levels in order to meet
funding  needs  of  deposit outflows, loan commitments, the acquisition of fixed
assets  and  the  general  operating needs of the Company.  At the quarter ended
                                       13
September  30, 2003, the Company had $24.9 million in outstanding commitments to
extend  credit.  Management  believes  the Company has the ability to meet these
outstanding  credit  commitments.  The  Company  also  adjusts  liquidity  as
appropriate  to  meet  its  assets  and  liability  management  objectives.  The
available liquidity as a percentage of core deposits and total assets exceed the
minimum  standards  established  by  the  liquidity  management  policy.

RESULTS  OF  OPERATIONS
-----------------------

The  Company  recorded net income of approximately $333,000 for the three months
ended  September  30,  2003,  as compared to $349,000 for the same period during
2002.  The  decrease in net income of $16,000, or 5%, for the three months ended
September 30, 2003, resulted primarily from an increase in operating expenses of
$361,000,  or  19%,  offset  by  an increase of $111,000, or 6%, in net interest
income  after provision for loan losses, a $231,000 increase in other income and
a  $3,000  decrease  in  provision  for  income  taxes.  The higher expenses and
earnings  are  primarily  attributable  to the operation of an additional branch
location.

For  the  nine months ended September 30, 2003, net income increased $76,000, or
6%,  to  $1.3  million  when compared to the same period in the prior year.  The
increase  in  net  income  for  the  nine  months  ended September 30, 2003, was
primarily  the  result of an increase in net interest income after provision for
loan  losses  of  $1.2  million,  or  22%,  and an increase of $252,000 in other
income,  offset  by  an increase in other operating expenses of $1.3 million, or
24%,  and  an  increase  in  provision  for  income  taxes  of  $31,000,  or 7%.

Annualized  return  on average assets and return on average shareholders' equity
were  0.47%  and  6.29%,  respectively, for the three months ended September 30,
2003  compared  to  0.54%  and 6.02% for the third quarter of 2002. Earnings per
share  -  basic  was $.14 for the third quarters of 2003 and 2002.  For the nine
months  ended  September  30, 2003, the same performance measurements were 0.63%
and 8.47%, as compared to 0.68% and 7.32% for the same period in the prior year.
Earnings  per  share-basic for the nine months ended September 30, 2003 was $.55
compared  to  $.49  for  the  same  period  in  2002.

INTEREST  INCOME
----------------

Three  month  period

Interest income, on a tax-equivalent basis, totaled $3.7 million for the quarter
ended  September  30,  2003, a decrease of $246,000, or 6%, when compared to the
same  period  of 2002.  The average balance of interest-earning assets increased
to  $250.5  million  for  the  three months ended September 30, 2003 from $240.8
million  in  the  prior  year period, offset by a decrease in the tax equivalent
yield  on  average interest-earning assets to 5.91% from 6.55%.  The decrease in
the  tax equivalent yield resulted from the continued period of historically low
market  interest  rates.  The  decrease  in  the  average yield was mitigated by
increased  originations  of residential real estate loans and an increase in the
average  balance  of investment securities.  The increase in loans was primarily
due to the Company's continued emphasis on residential real estate financing and
the Company competitively pricing home equity loans and lines of credit combined
with  a  marketing  effort  to increase demand for those loans.  The increase in
                                       14
investment  securities  was  primarily due to the investment of excess liquidity
arising  from  the  assumption of deposits in connection with the acquisition of
the  Lacona, New York branch of Cayuga Bank in October of 2002 and proceeds from
residential  mortgage  loan  sales.

Interest  income  on  loans receivable remained constant at $3.2 million for the
three  months  ended  September  30,  2003 as compared to the same period in the
prior year.  The average balance of loans receivable increased $16.9 million, or
10%,  to  $193.6  million at September 30, 2003 from $176.6 million at September
30,  2002.  The  increase  in  the  average  balance  was  partially offset by a
decrease  in  the  average  yield  on  loans  receivable  to  6.56%  from 7.23%.

Interest  income  on the mortgage-backed securities portfolio increased $28,000,
or 13%, to $237,000 for the three months ended September 30, 2003, from $209,000
for  the three months ended September 30, 2002.  The increase in interest income
on  mortgage-backed  securities resulted from an increase in the average balance
of  mortgage-backed  securities  of $13.0 million, or 88%, partially offset by a
decrease in the average yield on mortgage-backed securities to 3.42% from 5.67%.

Interest  income  on investment securities, on a tax equivalent basis, decreased
$197,000, or 41%, for the three months ended September 30, 2003 to $287,000 from
$484,000  for  the  same period in 2002.  The decrease resulted primarily from a
decrease  in  the  tax  equivalent  yield of investment securities to 4.07% from
5.43%  and  a  decrease  in the average balance of investment securities of $7.4
million,  or  21%.

Interest  income  on interest-earning deposits decreased $58,000, to $2,000 from
$60,000  for  the  three  months  ended September 30, 2003.  The decrease is the
result  of  a  $12.8 million decrease in the average balance of interest-earning
deposits,  combined  with a decrease in the average yield to .80% from 1.75% for
the  same  period  in  the  prior  year.

Nine  Month  Period

Interest  income, on a tax-equivalent basis, decreased $279,000, or 2%, to $11.6
million,  when compared to the same period in 2002.  The tax-equivalent yield on
interest-earning  assets  decreased  to 6.07% from 6.82%, partially offset by an
increase  in the average balance of interest-earning assets of $22.6 million, or
10%,  to  $255.4  million  from  $232.8  million.

Interest  income  on  loans  receivable  for the nine months ended September 30,
2002,  decreased  $37,000  as  compared  to  the  same period in the prior year.
Average  loans  receivable  increased  $13.6  million, or 8%, while the yield on
average  loans  receivable  decreased  to  6.80%  from  7.35%.

For  the  nine  months  ended  September  30,  2003 and 2002, interest income on
mortgage-backed  securities was $852,000 and $683,000, respectively, an increase
of  $169,000,  or  25%.  The increase resulted primarily from an increase in the
average  balance  of mortgage-backed securities of $13.3 million, or 85%, offset
by  a  decrease in the average yield on mortgage-backed securities to 3.92% from
5.81%.  The  increase  in  the  average  balance  of  mortgage backed securities
resulted  from  purchases  of  $15.6 million, partially offset by maturities and
principal  redemptions.
                                       15
For  the nine months ended September 30, 2003, tax equivalent interest income on
investment  securities  decreased  $362,000, or 25%, to $1.1 million compared to
$1.5  million for the same period in 2002.  The decrease resulted primarily from
a decrease in the average balance of investment securities of $1.7 million and a
decrease  in  the  tax  equivalent  yield on investment securities to 4.33% from
5.49%.

INTEREST  EXPENSE
-----------------

Three  Month  Period

Interest  expense  for  the  quarter  ended  September  30,  2003  decreased  by
approximately  $340,000, or 19%, to $1.4 million from $1.8 million when compared
to  the  same quarter for 2002.  The decrease in interest expense for the period
was  principally  the  result  of  the  decrease  in  the  average  cost  of
interest-bearing  deposits  to 1.85% from 2.72%, partially offset by an increase
of  $23.2  million  in  the  average  balance of interest-bearing deposits.  The
increase  in the average balance of interest-bearing deposits primarily resulted
from  the  branch acquisition, which included the assumption of $26.4 million in
deposits,  occurring  in  the  fourth  quarter  of  2002.  The  average  cost of
borrowings  decreased to 4.46% from 4.70%, combined with a $4.6 million decrease
in  the  average  balance of borrowings.  The decrease in the cost of borrowings
was  primarily  due  to  the downward repricing of the debentures underlying the
mandatory redeemable trust preferred security having an average cost of funds of
4.36% for the three months ending September 2003, compared to 5.33% for the same
period  in  2002.   The  interest rate on the borrowing is tied to LIBOR (London
InterBank  Offered  Rate)

Nine  Month  Period

For  the  nine  months  ended  September  30,  2003,  interest expense decreased
$727,000,  or 14%, when compared to the first nine months of 2002.  The decrease
in interest expense for the period was primarily the result of a decrease in the
average  cost  of  interest  bearing deposits to 1.98%, from 2.90%, offset by an
increase  in  the average balance of interest bearing deposits of $32.3 million,
or  20%.

NET  INTEREST  INCOME
---------------------

Net  interest  income,  on  a tax equivalent basis, increased $94,000, or 4%, to
$2.3 million for the quarter ended September 30, 2003, when compared to the same
period  in  the  prior  year.

For  the  nine  months  ended  September 30, 2003, net interest income, on a tax
equivalent basis, increased $448,000, or 7%, when compared to the same period in
the  prior  year.

Net  interest margin for the quarter ended September 30, 2003 increased to 3.63%
from  3.62%  when  compared  to the same period in the prior year.  For the nine
months  ended  Septemer  30,  2003, net interest margin decreased to 3.69%, from
3.79%.
                                       16
PROVISION  AND  ALLOWANCE  FOR  LOAN  LOSSES
--------------------------------------------

The  Company  maintains  an  allowance  for  loan  losses based upon a quarterly
evaluation  of  known and inherent risks in the loan portfolio, which includes a
review  of  the  balances  and  composition  of  the  loan  portfolio as well as
analyzing  the  level  of  delinquencies  in each segment of the loan portfolio.
Loan  loss  reserves are based upon a methodology that uses loss factors applied
to  loan  balances  and reflects actual loss experience, delinquency trends, and
current  economic  conditions,  as  well  as standards applied by the FDIC.  The
Company  established  a  provision for possible loan losses for the three months
ended September 30, 2003 of $126,000, as compared to a provision of $138,000 for
the  three  months  ended  September  30,  2002.

The  Company's allowance for loan losses to nonperforming loans ratio was 71.19%
at September 30, 2003 as compared to 86.57% at September 30, 2002.  The ratio of
nonperforming  loans  to total loans was 1.23% at September 30, 2003 as compared
to the September 30, 2002 ratio of .95%.  The Company had nonperforming loans of
$2.4  million at September 30, 2003.  The Company has experienced an increase in
delinquent  loans  (greater  than  30  days  past due) to $7.7 million from $6.1
million  at  December  31,  2002.  Management  anticipates  that loss mitigation
efforts  will  result  in  no  additional  provisions  being  required.

NONINTEREST  INCOME
-------------------

The  Company's  noninterest  income  is principally comprised of fees on deposit
accounts and transactions, loan servicing, commissions, and net gains and losses
on  the sale of securities, loans and other real estate. Noninterest income, net
of  gains  and  losses from the sale of securities, loans and other real estate,
increased  21%  to $446,000 for the quarter ended September 30, 2003 compared to
$367,000  for  the  same  period  in the prior year. The increase in noninterest
income  is  primarily  attributable  to a $58,000 increase in service charges on
deposit  accounts and a $20,000 increase in other charges, commissions and fees.
The increase in service charges on deposit accounts is primarily attributable to
an  increase  in  the  number  of  deposit  accounts and the introduction of new
services to depositors.  Net gains and losses from the sale of securities, loans
and  other  real  estate  increased  $153,000, to $155,000 for the quarter ended
September  30,  2003  compared  to $2,000 for the same period in the prior year.
The  increase  resulted  primarily  from an increase in gains recognized on loan
sales  to  the  secondary  market and the gains recognized on other real estate.

For  the  nine  months ended September 30, 2003, noninterest income, net of gain
and  losses  from the sale of securities, loans and other real estate, increased
13%  to  $1.3 million, compared to $1.1 million for the same period in the prior
year.  The  increase  in  noninterest  income  is  primarily  attributable  to a
$138,000  increase in service charges on deposit accounts and a $44,000 increase
in  other  charges, commissions and fees.  Net gains and losses from the sale of
securities  decreased $95,000, to $523,000, from $617,000 for same period in the
prior  year.  A  $194,000  increase  in  net gain on loans and other real estate
resulted  from  a $156,000 increase in gain recognized on real estate loans sold
to  the  secondary market, and a $38,000 increase in gain recognized on sales of
other  real  estate.
                                       17
NONINTEREST  EXPENSE
--------------------

Noninterest  expense  increased  19%  to  $2.3  million  for  the  quarter ended
September  30,  2003,  when  compared to the same period in the prior year.  The
increase  in  noninterest expense was due to increases of $107,000 in salary and
employee  benefits,  $64,000  in  building  occupancy  expenses, $36,000 in data
processing  expenses, $33,000 in professional and other services, $56,000 in the
amortization  of intangible asset and $65,000 in other expenses.   The increases
in  operating costs are primarily attributable to the operation of an additional
branch  location  acquired in October 2002.  Salaries and employee benefits were
also  impacted  by  increases  in  pension  benefit  costs  and health insurance
benefits.  The  increase  in  professional  and  other  services  related to the
payment  of television commercial production costs relating to a new advertising
campaign.

For the nine months ended September 30, 2003, noninterest expense increased $1.3
million,  or  24%,  compared  to  the  same  period  in  2002.  The  increase in
noninterest expense was the result of a $569,000, or 21%, increase in salary and
employee  benefits, a $201,000, or 36%, increase in building occupancy expenses,
a  $51,000,  or  9% increase in data processing expenses, a $168,000 increase in
amortization  expenses  and  a  $348,000,  or  34%,  increase in other expenses.
Expense  increases primarily resulted from the operation of an additional branch
and  the  amortization of branch acquisition intangibles.  In addition, included
in  other  expenses  is  $164,000 in nonrecurring expenses relating to personnel
realignment.  These  expenses  were  offset by a reduction of $15,000, or 3%, in
professional  and  other  service  expense.

INCOME  TAXES
-------------

Income  taxes  decreased  $3,000  for  the  quarter  ended September 30, 2003 as
compared  to  the  same  period  in the prior year.  This decrease was primarily
attributable  to  a  $19,000  decrease  in  the  Company's  pre-tax income.  The
effective  tax rate is consistent at 26% when compared to the same period in the
prior  year.

For the nine months ended September 30, 2003, income taxes increased $31,000, or
7%,  as compared to the nine months ended September 30, 2002.  The effective tax
rate  is  consistent  at 26% when compared to the same period in the prior year.

                                       18
ITEM  3  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

The Company's most significant form of market risk is interest rate risk, as the
majority  of  the  Company's  assets and liabilities are sensitive to changes in
interest  rates.  The Company's mortgage loan portfolio, consisting primarily of
loans on residential real property located in Oswego County, is subject to risks
associated  with the local economy.  The Company's interest rate risk management
program  focuses  primarily  on  evaluating  and managing the composition of the
Company's  assets  and  liabilities  in  the  context  of  various interest rate
scenarios.  Factors  beyond  management's control, such as market interest rates
and  competition,  also  have an impact on interest income and interest expense.

The  extent  to  which such assets and liabilities are "interest rate sensitive"
can  be  measured by an institution's interest rate sensitivity "gap".  An asset
or liability is said to be interest rate sensitive within a specific time period
if  it  will  mature  or  reprice  within  that  time period.  The interest rate
sensitivity  gap  is  defined  as  the  difference  between  the  amount  of
interest-earning  assets maturing or repricing within a specific time period and
that  amount  of  interest-bearing liabilities maturing or repricing within that
time  period.  A  gap  is  considered  positive when the amount of interest rate
sensitive  assets  exceeds the amount of interest rate sensitive liabilities.  A
gap  is  considered  negative  when  the  amount  of  interest  rate  sensitive
liabilities  exceeds  the  amount  of  interest rate sensitive assets.  During a
period  of  rising interest rates, a negative gap would tend to adversely affect
net  interest  income  while  a positive gap would tend to positively affect net
interest  income.  Conversely,  during  a  period  of  falling interest rates, a
negative  gap  would  tend  to  positively  affect  net  interest income while a
positive  gap  would  tend  to  adversely  affect  net  interest  income.

Generally,  the  Company  tends  to  fund  longer-term loans and mortgage-backed
securities with shorter-term time deposits, repurchase agreements, and advances.
The impact of this asset/liability mix creates an inherent risk to earnings in a
rising  interest  rate  environment.  In a rising interest rate environment, the
Company's  cost  of  shorter-term  deposits may rise faster than its earnings on
longer-term loans and investments.  Additionally, the prepayment of principal on
real  estate  loans  and  mortgage-backed  securities tends to decrease as rates
rise,  providing  less available funds to invest in the higher rate environment.
Conversely,  as  interest  rates  decrease,  the  prepayment  of  principal  on
real-estate  loans and mortgage-backed securities tends to increase, causing the
Company  to  invest  funds in a lower rate environment.  The potential impact on
earnings  from  this  mismatch  is  mitigated  to a large extent by the size and
stability  of  the  Company's  savings  accounts.  Savings  accounts  have
traditionally  provided  a  source  of  relatively  low  cost  funding  that has
demonstrated  a  historically  low  sensitivity  to  interest rate changes.  The
Company  generally matches a percentage of these, which are deemed core, against
longer-term loans and investments. In addition, the Company has sought to extend
the  terms  of its time deposits.  In this regard, the Company has, on occasion,
offered  certificates  of  deposits  with  three and four year terms which allow
depositors  to  make  a  one-time  election,  at any time during the term of the
certificate  of deposit, to adjust the rate of the certificate of deposit to the
then  prevailing  rate  for  a  certificate  of  deposit  with  the  same  term.

The  Company  has  further  sought  to  reduce the term of a portion of its rate
sensitive assets by originating one year ARM loans, three year/one year and five
                                       19
year/one year ARM loans (mortgage loans which are fixed rate for the first three
or  five  years  and  adjustable  annually  thereafter)  and  by  maintaining  a
relatively  short  term  investment  securities (original maturities of three to
seven  years)  portfolio  with  staggered  maturities.   The  Company  generally
maintains  in  its  portfolio  fixed interest rate loans with terms less than 20
years.  By  policy, the Company may only maintain up to 5% of the loan portfolio
in  fixed  rate loans exceeding 20 years.  Thirty-year fixed rate loans not held
in  portfolio  are held for sale into the secondary market.  The Company manages
interest  rate  and credit risk associated with the mortgage loans held for sale
and outstanding loan commitments through utilization of forward sale commitments
of  mortgage-backed  securities  for the purpose of passing along these risks to
acceptable  third  parties.  Management  generally  enters  into  forward  sale
commitments  to  minimize  the  exposure  to longer term fixed rate mortgages in
mortgage  loans held for sale and mortgage commitments where interest rate locks
have  been  granted.  At  September  30,  2003,  there  were  $5.0  million  in
outstanding  forward  sale  commitments. To manage interest rate risk within the
loan  portfolio,  ARM  loans  are  originated  with  terms that provide that the
interest  rate  on  such  loans  cannot  adjust  below  the  initial  rate.

The  Company  manages  its  interest  rate  sensitivity  by  monitoring (through
simulation and net present value techniques) the impact on its GAP position, net
interest  income  ("earnings at risk"), and the market value of portfolio equity
("value  at risk")  to changes in interest rates on its current and forecast mix
of  assets  and  liabilities.  The  Company  has  an  Asset-Liability Management
Committee  which is responsible for reviewing the Company's assets and liability
policies,  setting  prices  and terms on rate-sensitive products, and monitoring
and  measuring  the  impact  of interest rate changes on the Company's earnings.
The  Committee  meets  monthly  on  a  formal  basis and reports to the Board of
Directors  on  interest  rate risks and trends, as well as liquidity and capital
ratios and requirements.  The Company does not have a targeted gap range, rather
the  Board  of  Directors  has  set parameters of percentage change by which net
interest  margin  and  the  market  value  of  portfolio  equity are affected by
changing  interest  rates.  The Board and management deem these measures to be a
more  significant  and  realistic  means  of  measuring  interest  rate  risk.

GAP  ANALYSIS.  At  September  30,  2003, the total interest bearing liabilities
maturing  or  repricing  within  one year exceeded total interest-earning assets
maturing  or  repricing  in  the  same  period  by $31.6 million, representing a
cumulative  one-year  gap  ratio  of  a  negative  10.98%.

EARNINGS  AT RISK AND VALUE AT RISK.  The following table measures the Company's
interest  rate  risk  exposure  in  terms  of  the  percentage change in its net
interest  income  and net portfolio value as a result of hypothetical changes in
100  basis point increments in market interest rates.  Net portfolio value (also
referred  to  as  market value of portfolio equity) represents the fair value of
net  assets  (determined as the market value of assets minus the market value of
liabilities).  The  table  quantifies the changes in net interest income and net
portfolio  value  to parallel shifts in the yield curve.  The column "Earning at
Risk"  measures  the  percentage change to the next twelve months' projected net
interest  income,  due to parallel shifts in the yield curve.  The column "Value
at Risk" measures the percentage changes in the current net mark-to-market value
of  assets  and liabilities due to parallel shifts in the yield curve.  The base
case  assumes  September  30,  2003  interest  rates.  The  Company  uses  these
percentage  changes  as  a  means  to  measure  interest  rate risk exposure and
quantifies  those  changes  against  guidelines set by the Board of Directors as
part  of  the  Company's  Interest  Rate  Risk  policy.
                                       20
CHANGE  IN  INTEREST  RATES
     INCREASE  (DECREASE)
         BASIS  POINTS                      EARNINGS               VALUE
         (RATE  SHOCK)                      AT  RISK             AT  RISK
--------------------------------------------------------------------------------

            300                            -11.16%              -  31.00%
            200                             -7.19%              -  19.24%
            100                             -3.38%              -   8.15%
           Base  Case
          (100)                              1.38%                  3.64%
          (200)                               .40%                 11.30%
          (300)                             -3.88%                 19.29%

                                       21
ITEM  4  -  CONTROLS  AND  PROCEDURES

Under  the  supervision  and with the participation of the Company's management,
including  our  Chief Executive Officer and Chief Financial Officer, the Company
has  evaluated  the  effectiveness of the design and operation of its disclosure
controls  and  procedures  (as defined in Rule 13a-15(e) and 15d-15(e) under the
Exchange  Act)  as  of  the  end of the period covered by this quarterly report.
Based  upon  that  evaluation,  the  Chief Executive Officer and Chief Financial
Officer  concluded  that,  as of the end of the period covered by this quarterly
report, the Company's disclosure controls and procedures are effective to ensure
that  information required to be disclosed in the reports that the Company files
or  submits  under  the  Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  There  has  been  no  change  in the
Company's  internal  control  over  financial  reporting  during the most recent
fiscal  quarter  that  has  materially  affected,  or  is  reasonable  likely to
materially  affect,  the  company's  internal  control over financial reporting.

                                       22
PART  II  -  OTHER  INFORMATION
-------------------------------

LEGAL  PROCEEDINGS
------------------

None

CHANGES  IN  SECURITIES
-----------------------

Not  applicable

DEFAULTS  UPON  SENIOR  SECURITIES
----------------------------------

Not  applicable

SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
-----------------------------------------------------------

Not  applicable

OTHER  INFORMATION
------------------

On  September  16, 2003, the Board of Directors declared a $.10 cash dividend to
shareholders  of  record  as of September 30, 2003, payable on October 13, 2003.

EXHIBITS  AND  REPORTS  ON  FORM  8-K
-------------------------------------

Exhibits

Exhibit  No.          Description
------------          -----------
Exhibit  31.1          Rule  13a-14(a)  /  15d-14(a)  Certification of the Chief
                       Executive  Officer
Exhibit  31.2          Rule  13a-14(a)  /  15d-14(a)  Certification of the Chief
                       Financial  Officer
Exhibit  32.1          Section  1350  Certification  of  the Chief Executive and
                       Chief  Financial  Officer

Reports  on  Form  8-K

The  Company  filed  two  Current  Reports  on Form 8-K during the third quarter
ending  September 30, 2003 dated July 21, 2003 and August 12, 2003 reporting the
second  quarter  earnings  release  and  the  Board's  approval  of  a change in
auditors,  respectively.

                                       23
SIGNATURES

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

     PATHFINDER  BANCORP,  INC.
     --------------------------

                                        /s/  Thomas  W.  Schneider
                                        --------------------------
Date:     November  14,  2003             Thomas  W.  Schneider
          -------------------             President,  Chief  Executive  Officer

                                       /s/  James  A.  Dowd
                                       -------------------
Date:     November  14,  2003            James  A.  Dowd
          -------------------            Vice  President,  Chief  Financial
                                         Officer
Exhibit 31.1
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Thomas  W.  Schneider,  President and Chief Executive Officer, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Pathfinder Bancorp,
Inc.;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

     a) designed such disclosure controls and procedures to ensure that material
        information  relating  to  the  registrant,  including  its consolidated
        subsidiaries,  is  made  known  to  us  by others within those entities,
        particularly  during  the period in which this quarterly report is being
        prepared;
     b)  evaluated the effectiveness of the registrant's disclosure controls and
        procedures  as of a date within 90 days prior to the filing date of this
        quarterly  report  (the  "Evaluation  Date");  and
     c)  presented  in  this  quarterly  report  our  conclusions  about  the
        effectiveness  of  the  disclosure  controls and procedures based on our
        evaluation  as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

     a) all  significant  deficiencies  in  the design or operation of internal
        controls  which  could  adversely  affect  the  registrant's  ability to
        record, process, summarize and report financial data and have identified
        for  the  registrant's  auditors  any  material  weaknesses  in internal
        controls;  and
     b) any  fraud,  whether or not material, that involves management or other
        employees  who  have  a  significant  role  in the registrant's internal
        controls;  and

6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

November  14,  2003               /s/  Thomas  W.  Schneider
-------------------               --------------------------
Date                              President  and  Chief  Executive  Officer
Exhibit  31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  James  A.  Dowd,  Vice  President and Chief Financial Officer, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Pathfinder Bancorp,
Inc.;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

     a) designed such disclosure controls and procedures to ensure that material
        information  relating  to  the  registrant,  including  its consolidated
        subsidiaries,  is  made  known  to  us  by others within those entities,
        particularly  during  the period in which this quarterly report is being
        prepared;
     b)  evaluated the effectiveness of the registrant's disclosure controls and
        procedures  as of a date within 90 days prior to the filing date of this
        quarterly  report  (the  "Evaluation  Date");  and
     c)  presented  in  this  quarterly  report  our  conclusions  about  the
        effectiveness  of  the  disclosure  controls and procedures based on our
        evaluation  as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

     a)  all  significant  deficiencies  in  the design or operation of internal
        controls  which  could  adversely  affect  the  registrant's  ability to
        record, process, summarize and report financial data and have identified
        for  the  registrant's  auditors  any  material  weaknesses  in internal
        controls;  and
     b)  any  fraud,  whether or not material, that involves management or other
        employees  who  have  a  significant  role  in the registrant's internal
        controls;  and

6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

November  14,  2003                    /s/  James  A.  Dowd
-------------------                    --------------------
Date                                    Vice  President  and  Chief  Financial
                                        Officer
Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Thomas  W.  Schneider,  President and Chief Executive Officer and James A. Dowd,
Vice  President  and  Chief  Financial  Officer of Pathfinder Bancorp, Inc. (the
"Company") each certify in his capacity as an officer of the Company that he has
reviewed  the quarterly report of the Company on Form 10-Q for the quarter ended
September  30,  2003  and  that  to  the  best  of  his  knowledge:

1)     the  report fully complies with the requirements of Sections 13(a) of the
Securities  Exchange  Act  of  1934;  and

2)     the  information contained in the report fairly presents, in all material
respects,  the  financial  condition  and  results  of  operations.

The  purpose  of  this  statement is solely to comply with Title 18, Chapter 63,
Section  1350  of  the  United  States  Code,  as  amended by Section 906 of the
Sarbanes-Oxley  Act  of  2002.

November  14,  2003           /s/Thomas  W.  Schneider
-------------------           ------------------------
Date               President  and  Chief  Executive  Officer

November  14,2003           /s/  James  A.  Dowd
-----------------           --------------------
Date               Vice  President  and  Chief  Financial  Officer