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, 2004

                         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                    13126
                 Oswego,  New  York
------------------------------------------------------------------
(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 2,448,132 shares
of  the  Company's  common  stock  outstanding  as  of  November  5,  2004.
<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              6-9

     Item  2.Management's  Discussion  and  Analysis  of  Financial      10-17
              Condition  and  Results  of  Operations

     Item  3.Quantitative  and  Qualitative  Disclosure  about  Market   18-19
              Risk

     Item  4.Control  and  Procedures                                    20

PART  II     OTHER  INFORMATION                                          21

             Item  1. Legal  proceedings
             Item  2. Unregistered  Sales  of  Equity Securities and Use
                      of Proceeds
             Item  3. Defaults  upon  senior  securities
             Item  4. Submission  of  matters  to  a  vote  of  security
                      holders
             Item  5. Other  information
             Item  6. Exhibits

SIGNATURES
<PAGE>
<TABLE>
<CAPTION>

                                                    PATHFINDER  BANCORP, INC.
                                               CONSOLIDATED STATEMENTS OF CONDITION
                                       SEPTEMBER 30, 2004 (UNAUDITED) AND DECEMBER 31, 2003


                                                                                               September 30,        December 31,
ASSETS                                                                                             2004                 2003
--------------------------------------------------------------------------------------------------------------------------------

(Dollars in thousands except per share data)
<S>                                                                                       <C>                      <C>
Cash and due from banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                9,665   $       5,803
Interest earning deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   6,764           2,911
--------------------------------------------------------------------------------------------------------------------------------
    Total cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . .                  16,429           8,714
Investment securities, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . .                  74,989          57,559
Federal Home Loan Bank stock, at cost. . . . . . . . . . . . . . . . . . . . . . . . . .                   1,768           2,048
Mortgage loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   1,235           3,520
Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 187,788         188,717
   Less: Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . .                   1,887           1,715
--------------------------------------------------------------------------------------------------------------------------------
     Loans receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 185,901         187,002

Premises and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   7,196           6,650
Accrued interest receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   1,505           1,273
Foreclosed real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     247             202
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   3,840           3,840
Intangible asset, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     683             850
Bank owned life insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   5,737           4,493
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   3,499           1,789
--------------------------------------------------------------------------------------------------------------------------------
     Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $              303,029   $     277,940
                                                                                          =======================  ==============

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

Deposits:
  Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $              218,576   $     191,104
  Noninterest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  18,155          15,790
--------------------------------------------------------------------------------------------------------------------------------
     Total deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 236,731         206,894
Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       0           2,100
Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  35,360          38,860
Junior subordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   5,155               -
Company obligated mandatorily redeemable preferred securities of subsidiary, Pathfinder
 Statutory Trust I, holding solely junior subordinated debentures of the Company . . . .                       -           5,000
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   3,830           3,301
--------------------------------------------------------------------------------------------------------------------------------
     Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 281,076         256,155

Shareholders' equity:
   Preferred stock, authorized shares 1,000,000; no shares issued or outstanding
   Common stock, par value $.01; authorized 10,000,000 shares;
    2,935,419 and 2,919,386 shares issued;  and 2,448,132 and 2,432,099
    shares outstanding, respectively . . . . . . . . . . . . . . . . . . . . . . . . . .                      29              29
   Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   7,415           7,225
   Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  21,372          20,747
   Accumulated other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . .                    (317)            364
   Unearned ESOP shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     (44)            (78)
   Treasury Stock, at cost; 487,287 shares . . . . . . . . . . . . . . . . . . . . . . .                  (6,502)         (6,502)
--------------------------------------------------------------------------------------------------------------------------------
     Total shareholders' equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  21,953          21,785
--------------------------------------------------------------------------------------------------------------------------------
     Total liabilities and shareholders' equity. . . . . . . . . . . . . . . . . . . . .  $              303,029   $     277,940
=================================================================================================================================
</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
                                      -1-
<PAGE>
<TABLE>
<CAPTION>

                                       PATHFINDER  BANCORP, INC.
                                   CONSOLIDATED STATEMENTS OF INCOME
                                              (UNAUDITED)


                                                                  For the three        For the three
                                                                  months ended         months ended
                                                               September 30, 2004   September 30, 2003
-------------------------------------------------------------------------------------------------------

<S>                                                            <C>                  <C>
(Dollars in thousands, except per share data)
INTEREST INCOME:
 Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $             2,898  $             3,167
 Debt securities:
Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . .                  580                  426
Tax-exempt. . . . . . . . . . . . . . . . . . . . . . . . . .                   63                   54
 Dividends. . . . . . . . . . . . . . . . . . . . . . . . . .                   36                   28
 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .                   18                    2
-------------------------------------------------------------------------------------------------------
       Total interest income. . . . . . . . . . . . . . . . .                3,595                3,677

INTEREST EXPENSE:
  Interest on deposits. . . . . . . . . . . . . . . . . . . .                  920                  884
  Interest on short-term borrowings . . . . . . . . . . . . .                    1                   15
  Interest on long-term borrowings. . . . . . . . . . . . . .                  471                  529
-------------------------------------------------------------------------------------------------------
       Total interest expense . . . . . . . . . . . . . . . .                1,392                1,428
-------------------------------------------------------------------------------------------------------

          Net interest income . . . . . . . . . . . . . . . .                2,203                2,249
  Provision for loan losses . . . . . . . . . . . . . . . . .                  112                  126
-------------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses                2,091                2,123
-------------------------------------------------------------------------------------------------------

OTHER INCOME:
  Service charges on deposit accounts . . . . . . . . . . . .                  251                  213
  Loan servicing fees . . . . . . . . . . . . . . . . . . . .                   66                   62
  Increase in value of bank owned life insurance. . . . . . .                   48                   57
  Net gain on sales of securities . . . . . . . . . . . . . .                   85                    2
  Net gain on sales of loans/real estate. . . . . . . . . . .                  128                  153
  Other charges, commissions & fees . . . . . . . . . . . . .                  137                  114
-------------------------------------------------------------------------------------------------------
          Total other income. . . . . . . . . . . . . . . . .                  715                  601
-------------------------------------------------------------------------------------------------------

OTHER EXPENSES:
  Salaries and employee benefits. . . . . . . . . . . . . . .                1,201                1,107
  Building occupancy. . . . . . . . . . . . . . . . . . . . .                  255                  249
  Data processing expenses. . . . . . . . . . . . . . . . . .                  249                  221
  Professional and other services . . . . . . . . . . . . . .                  165                  223
  Amortization of intangible asset. . . . . . . . . . . . . .                   55                   55
  Other expenses. . . . . . . . . . . . . . . . . . . . . . .                  395                  419
-------------------------------------------------------------------------------------------------------
          Total other expenses. . . . . . . . . . . . . . . .                2,320                2,274
-------------------------------------------------------------------------------------------------------

Income before income taxes. . . . . . . . . . . . . . . . . .                  486                  450
Provision for income taxes. . . . . . . . . . . . . . . . . .                  126                  117
-------------------------------------------------------------------------------------------------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . .  $               360  $               333
=======================================================================================================

     NET INCOME PER SHARE - BASIC . . . . . . . . . . . . . .  $              0.15  $              0.14
                                                               ===================  ===================
     NET INCOME PER SHARE - DILUTED . . . . . . . . . . . . .  $              0.15  $              0.14
                                                               ===================  ===================
     DIVIDENDS PER SHARE. . . . . . . . . . . . . . . . . . .  $              0.10  $              0.10
                                                               ===================  ===================
</TABLE>

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

                                      -2-
<PAGE>
<TABLE>
<CAPTION>

                                       PATHFINDER  BANCORP, INC.
                                   CONSOLIDATED STATEMENTS OF INCOME
                                              (UNAUDITED)


                                                                  For the three        For the three
                                                                  months ended         months ended
                                                               September 30, 2004   September 30, 2003
-------------------------------------------------------------------------------------------------------
<S>                                                            <C>                  <C>
(Dollars in thousands, except per share data)

INTEREST INCOME:
 Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $             8,869  $             9,647
 Debt securities:
Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . .                1,637                1,572
Tax-exempt. . . . . . . . . . . . . . . . . . . . . . . . . .                  170                  174
 Dividends. . . . . . . . . . . . . . . . . . . . . . . . . .                  107                  135
 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .                   55                   27
-------------------------------------------------------------------------------------------------------
       Total interest income. . . . . . . . . . . . . . . . .               10,838               11,555

INTEREST EXPENSE:
  Interest on deposits. . . . . . . . . . . . . . . . . . . .                2,687                2,891
  Interest on short-term borrowings . . . . . . . . . . . . .                   17                   25
  Interest on long-term borrowings. . . . . . . . . . . . . .                1,441                1,644
-------------------------------------------------------------------------------------------------------
       Total interest expense . . . . . . . . . . . . . . . .                4,145                4,560
-------------------------------------------------------------------------------------------------------

          Net interest income . . . . . . . . . . . . . . . .                6,693                6,995
  Provision for loan losses . . . . . . . . . . . . . . . . .                  407                  492
-------------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses                6,286                6,503
-------------------------------------------------------------------------------------------------------

OTHER INCOME:
  Service charges on deposit accounts . . . . . . . . . . . .                  713                  590
  Loan servicing fees . . . . . . . . . . . . . . . . . . . .                  184                  189
  Increase in value of bank owned life insurance. . . . . . .                  144                  142
  Net gain on sales of securities . . . . . . . . . . . . . .                  569                  523
  Net gain on sales of loans and foreclosed real estate . . .                  249                  332
  Other charges, commissions & fees . . . . . . . . . . . . .                  386                  363
-------------------------------------------------------------------------------------------------------
          Total other income. . . . . . . . . . . . . . . . .                2,245                2,139
-------------------------------------------------------------------------------------------------------

OTHER EXPENSES:
  Salaries and employee benefits. . . . . . . . . . . . . . .                3,584                3,303
  Building occupancy. . . . . . . . . . . . . . . . . . . . .                  789                  755
  Data processing expenses. . . . . . . . . . . . . . . . . .                  703                  637
  Professional and other services . . . . . . . . . . . . . .                  493                  580
  Amortization of intangible asset. . . . . . . . . . . . . .                  167                  168
  Other expenses. . . . . . . . . . . . . . . . . . . . . . .                1,161                1,373
-------------------------------------------------------------------------------------------------------
          Total other expenses. . . . . . . . . . . . . . . .                6,897                6,816
-------------------------------------------------------------------------------------------------------

Income before income taxes. . . . . . . . . . . . . . . . . .                1,634                1,826
Provision for income taxes. . . . . . . . . . . . . . . . . .                  429                  484
-------------------------------------------------------------------------------------------------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . .  $             1,205  $             1,342
=======================================================================================================

     NET INCOME PER SHARE - BASIC . . . . . . . . . . . . . .  $              0.50  $              0.55
                                                               ===================  ===================
     NET INCOME PER SHARE - DILUTED . . . . . . . . . . . . .  $              0.49  $              0.54
                                                               ===================  ===================
     DIVIDENDS PER SHARE. . . . . . . . . . . . . . . . . . .  $              0.30  $              0.30
                                                               ===================  ===================
</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, 2004
                                   (unaudited)
                                                                                     Accumulated
                                                           Additional                 Other Com-
                                                             Paid in     Retained     prehensive
                                       Shares     Amount     Capital     Earnings     Income (Loss)
----------------------------------------------------------------------------------------------------
(Dollars  in  thousands,  except  per  share  data)

<S>                                      <C>      <C>        <C>        <C>           <C>
BALANCE, DECEMBER 31, 2003. . . . . . .  2,919     $29       $7,225       $20,747       $ 364
Comprehensive income
Net income. . . . . . . . . . . . . .                                    .  1,205
Other comprehensive income, net of tax
Unrealized net losses on securities .                                                .   (681)
Total Comprehensive income
ESOP shares earned. . . . . . .                      . . . .     65
Stock option exercised. . . . . . . . .     16       0          125
Dividends declared ($.3025 per share) .                                      (580)
----------------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2004 . . . . . .  2,935     $29       $7,415       $21,372       $(317)
====================================================================================================
</TABLE>

<TABLE>
<CAPTION>

                                        Unearned
                                          ESOP    Treasury
                                          Shares   Stock     Total
-------------------------------------------------------------------
<S>                                      <C>      <C>       <C>
BALANCE, DECEMBER 31, 2003. . . . . . .  $  (78)  $(6,502)  $21,785
Comprehensive income
Net income. . . . . . . . . . . . . .                     .   1,205
Other comprehensive income, net of tax
Unrealized net losses on securities .                     .   (681)
                                                              -----
Total Comprehensive income                                     524
ESOP shares earned. . . . . . . . . . .      34                 99
Stock option exercised. . . . . . . . .                        125
Dividends declared ($.3025 per share) .                       (580)
-------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2004 . . . . . .  $  (44)  $(6,502)  $21,953
===================================================================
</TABLE>


<TABLE>
<CAPTION>

                            PATHFINDER BANCORP, INC.
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                       NINE MONTHS ENDED SEPTEMBER 30, 2003
                                   (unaudited)
                                                                                     Accumulated
                                                           Additional                 Other Com-
                                                             Paid in     Retained     prehensive
                                       Shares     Amount     Capital     Earnings     Income (Loss)
----------------------------------------------------------------------------------------------------
(Dollars  in  thousands,  except  per  share  data)

<S>                                      <C>      <C>        <C>        <C>           <C>
BALANCE, DECEMBER 31, 2002. . . . . . .  2,915     $29       $7,114       $19,746       $ 281
Comprehensive income
Net income. . . . . . . . . . . . . .                                    .  1,342
Other comprehensive income (loss) net of tax
Unrealized net losses on securities .                                                .    (95)
Total Comprehensive income
ESOP shares earned. . . . . . .                      . . . .     53
Stock option exercised. . . . . . . . .      4       0           27
Treasury stock purchased
Dividends declared ($.30 per share) .                                        (567)
----------------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2003   . . . . .  2,919     $29       $7,194       $20,521       $ 186
====================================================================================================
</TABLE>

<TABLE>
<CAPTION>

                                        Unearned
                                          ESOP    Treasury
                                          Shares   Stock     Total
-------------------------------------------------------------------
<S>                                      <C>      <C>       <C>
BALANCE, DECEMBER 31, 2002. . . . . . .  $ (124)  $(3,815)  $23,231
Comprehensive income
Net income. . . . . . . . . . . . . .                     .   1,342
Other comprehensive income, net of tax
Unrealized net losses on securities .                     .     (95)
                                                              ------
Total Comprehensive income                                    1,247
ESOP shares earned. . . . . . . . . . .      35                  88
Stock option exercised. . . . . . . . .                          27
Treasury stock purchased                           (2,652)   (2,652)
Dividends declared ($.30 per share)    .                       (567)
-------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2003 . . . . . .  $  (89)  $(6,467)  $21,374
===================================================================
</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
                                      -4-
<PAGE>

<TABLE>
<CAPTION>

                                    PATHFINDER BANCORP, INC.
                                    STATEMENTS OF CASH FLOWS
                                          (Unaudited)

                                                           September 30,    September 30,
                                                               2004             2003
------------------------------------------------------------------------------------------
<S>                                                       <C>              <C>
(Dollars in thousands)

OPERATING ACTIVITIES:

  Net income . . . . . . . . . . . . . . . . . . . . . .  $        1,205   $        1,342
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Provision for loan losses. . . . . . . . . . . . . . .             407              492
  ESOP and other stock-based compensation earned . . . .              99               88
  Deferred income tax expense. . . . . . . . . . . . . .              60              182
  Proceeds from sale of loans. . . . . . . . . . . . . .          10,885           14,846
  Originations of loans held-for-sale. . . . . . . . . .          (8,430)         (15,236)
  Net gain on sales of:
    Real estate loans through foreclosure. . . . . . . .             (79)            (145)
    Loans. . . . . . . . . . . . . . . . . . . . . . . .            (170)            (187)
    Available-for-sale investment securities . . . . . .            (569)            (523)
  Depreciation . . . . . . . . . . . . . . . . . . . . .             434              393
  Amortization of intangible . . . . . . . . . . . . . .             167              167
  Amortization of deferred financing costs . . . . . . .              23               23
  Amortization of mortgage servicing rights. . . . . . .              32              (57)
  Increase in value of bank owned life insurance . . . .            (144)            (142)
  Net amortization of premiums on investment securities.             256              180
  Increase in interest receivable. . . . . . . . . . . .            (232)             (59)
  Net change in other assets and liabilities . . . . . .            (853)             963
------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES. . . . . . . .           3,091            2,327
------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Purchase of investment securities available-for-sale .         (31,459)         (23,188)
  Proceeds from maturities and principal reductions of
    investment securities available-for-sale . . . . . .           7,134           17,172
  Proceeds from sales:
    Real estate acquired through foreclosure . . . . . .             352            1,718
    Available-for-sale investment securities . . . . . .           6,353            6,024
  Purchase of bank owned life insurance. . . . . . . . .          (1,100)               -
  Net decrease (increase) in loans . . . . . . . . . . .             376          (14,565)
  Purchase of premises and equipment . . . . . . . . . .            (980)          (1,220)
------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES. . . . . . . . . .         (19,324)         (14,059)
------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Net increase in demand deposits, NOW accounts
    savings accounts, money market deposit accounts
    and escrow deposits. . . . . . . . . . . . . . . . .          30,498           10,862
  Net decrease in time deposits. . . . . . . . . . . . .            (661)          (3,290)
  Net (decrease) increase from short-term borrowings . .          (2,100)           4,500
  Payments on long-term borrowings . . . . . . . . . . .          (4,500)          (8,000)
  Proceeds from long-term borrowings . . . . . . . . . .           1,000            5,700
  Proceeds from exercise of stock options. . . . . . . .             125               27
  Cash dividends paid. . . . . . . . . . . . . . . . . .            (414)            (566)
  Treasury stock purchased . . . . . . . . . . . . . . .               -           (2,652)
------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . . .          23,948            6,581
------------------------------------------------------------------------------------------

  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . .           7,715           (5,151)
 Cash and cash equivalents at beginning of period. . . .           8,714           13,740
------------------------------------------------------------------------------------------
  CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . .  $       16,429   $        8,589
==========================================================================================

</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, 2003 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 and nine months ended September 30, 2004
     are  not necessarily indicative of the results that may be expected for the
     year  ending  December  31,  2004.

(2)  EARNINGS  PER  SHARE

     Basic  earnings  per  share has been computed by dividing net income by the
     weighted  average  number of common shares outstanding throughout the three
     and  nine  months  ended  September  30, 2004 and 2003, using 2,438,796 and
     2,415,681  weighted  average common shares outstanding for the three months
     ended, and 2,433,264 and 2,426,206 for the nine months ended, respectively.
     Diluted  earnings  per  share for the three and nine months ended September
     30,  2004 and 2003 have been computed using 2,478,377 and 2,464,041 for the
     three  months  ended and 2,477,521 and 2,472,789 for the nine months ended,
     respectively.  Diluted  earnings per share gives effect to weighted average
     shares  that  would  be  outstanding  assuming the exercise of issued 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. Compensation expense for
     restricted  share  awards is ratably recognized over the period of vesting,
     usually  the restricted period, based on the fair value of the stock on the
     grant  date.

     As of December 31, 2003, the stock options previously issued by the Company
     were fully vested. As such, there was no effect on pro forma net income for
     2004. The following table illustrates the effect on net income and earnings
     per share for the three and nine month periods ended September 30, 2003, 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  the  three       For the  nine
                                                    Months ended        months ended
                                                September 30, 2003   September 30, 2003
                                                -------------------  -------------------
<S>                                             <C>                  <C>
(In thousands, except per share data)
Net Income:
As reported. . . . . . . . . . . . . . . . . .  $               333  $             1,342
Less: Total stock-based employee compensation
expense determined under Black-Scholes option
pricing model, net of tax effect . . . . . . .                    7                   21
                                                -------------------  -------------------
Pro forma net income . . . . . . . . . . . . .  $               326  $             1,321
</TABLE>

<TABLE>
<CAPTION>

Earnings per share:                             Basic   Diluted        Basic   Diluted
--------------------------------------------------------------------------------------
<S>                                            <C>     <C>            <C>     <C>
As reported . .                           . .  $ 0.14  $   0.14       $ 0.55  $   0.54
Pro forma .                           . . . .  $ 0.13  $   0.13       $ 0.54  $   0.53
</TABLE>

     For  purposes  of  pro  forma  disclosures, the estimated fair value of the
     options  is  amortized  to  expense  over the options vesting period. 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.

(4)  PENSION  BENEFITS

     The  composition  of  net periodic benefit plan cost for the three and nine
     months  ended  September  30,  is  as  follows:

<TABLE>
<CAPTION>
                                                  For  the  three       For the  nine
                                                    months ended         months ended
                                                    September 30,        September 30,
                                                    2004    2003          2004    2003
---------------------------------------------------------------------------------------
<S>                                                <C>     <C>           <C>     <C>
(In thousands)
Service cost. . . . . . . . .                    .  $  36   $  38        $ 122   $ 114
Interest cost . . . . . . . . .                        52      50          156     150
Expected return on plan assets.                       (63)    (57)        (189)   (171)
Amortization of net losses. . .                        23      27           71      79
---------------------------------------------------------------------------------------
Net periodic benefit cost . . .                     $  48   $  58        $ 160   $ 172
=======================================================================================
</TABLE>

     The  Company  previously disclosed in its financial statements for the year
     ended  December  31,  2003,  that it expected to contribute $250,000 to its
     pension  plan  in  2004.  As  of  September  30,  2004,  $278,000  had been
     contributed  to this pension plan. No additional contributions will be made
     in  2004.

(5)  DIVIDEND  RESTRICTIONS

     The  Company  maintains  a  restricted  capital account with a $1.0 million
     balance,  representing  Pathfinder  Bancorp,  M.H.C.'s portion of dividends
     waived  as  of  September  30,  2004.

(6)  COMPREHENSIVE  INCOME

     The components of other comprehensive (loss) income and related tax effects
     for  the  three and nine month period ended September 30, 2004 and 2003 are
     as  follows:
                                      -7-
<PAGE>

<TABLE>
<CAPTION>
                                        For  the  three    For the  nine
                                         Months ended      months ended
                                         September 30,      September 30,
                                         2004     2003     2004     2003
-------------------------------------------------------------------------
<S>                                     <C>      <C>       <C>       <C>
(In thousands)
Gross change in unrealized gains on
  securities available for sale. . . .  $1,316   $(682)  $  (567)  $ 365
Reclassification adjustment for gains
  included in net income . . . . . . .     (85)     (2)     (569)   (523)
-------------------------------------------------------------------------
                                         1,231    (684)   (1,136)   (158)
Tax effect . . . . . . . . . . . . . .    (492)    277       455      63
-------------------------------------------------------------------------
Net of tax amount. . . . . . . . . . .  $  739   $(407)  $  (681)  $ (95)
=========================================================================

</TABLE>

(7)  GUARANTEES

     The  Company  does  not  issue  any guarantees that would require liability
     recognition  or  disclosure,  other  than  its  standby  letters of credit.
     Standby letters of credit written are conditional commitments issued by the
     Company  to  guarantee  the  performance  of  a  customer to a third party.
     Generally,  all letters of credit, when issued have expiration dates within
     one  year.  The  credit  risk  involved  in  issuing  letters  of credit is
     essentially  the  same  as  those  that  are  involved  in  extending  loan
     facilities  to  customers.  The Company, generally, holds collateral and/or
     personal  guarantees  supporting  these  commitments.  The Company had $1.1
     million  of  standby letters of credit as of September 30, 2004. Management
     believes that the proceeds obtained through a liquidation of collateral and
     the  enforcement  of  guarantees would be sufficient to cover the potential
     amount  of  future payment required under the corresponding guarantees. The
     current  amount  of  the  liability as of September 30, 2004 for guarantees
     under  standby  letters  of  credit  issued  is  not  material.

(8)  NEW  ACCOUNTING  PRONOUNCEMENTS

     In  January  2003,  the  Financial  Accounting  Standards Board issued FASB
     Interpretation  No.  46,  "Consolidation  of Variable Interest Entities, an
     Interpretation  of  ARB  No.  51"  which was revised in December 2003. This
     Interpretation provides guidance for the consolidation of variable interest
     entities  (VIEs).  Pathfinder  Statutory  Trust  I  qualifies as a variable
     interest  entity  under  FIN  46.  Pathfinder  Statutory  Trust  I  issued
     mandatorily redeemable preferred securities (Trust Preferred Securities) to
     third-party  investors  and  loaned the proceeds to the Company. Pathfinder
     Statutory  Trust  I holds, as it sole asset, subordinated debentures issued
     by  the  Company.

     FIN  46  required the Company to deconsolidate Pathfinder Statutory Trust I
     from  the consolidated financial statements as of March 31, 2004. There has
     been  no  restatement  of prior periods. The impact of this deconsolidation
     was to increase junior subordinated debentures by $5,155,000 and reduce the
     mandatory  redeemable  preferred  securities line item by $5,000,000, which
     represented  the  trust  preferred  securities  of the trust. The Company's
     equity  interest  in the trust subsidiary of $155,000, which had previously
     been  eliminated  in  consolidation, is now reported in "Other assets". For
     regulatory reporting purposes, the Federal Reserve Board has indicated that
     the preferred securities will continue to qualify as Tier 1 Capital subject
     to  previously  specified  limitations, until further notice. If regulators
     make  a  determination  that  Trust  Preferred  Securities can no longer be
     considered  in  regulatory  capital, the securities become callable and the
     Company  may  redeem them. The adoption of FIN 46 did not have an impact on
     the  Company's  results  of  operations  or  liquidity.

                                      -8-
<PAGE>
     In  March  2004, the Emerging Issues Task Force (EITF) reached consensus on
     Issue  03-01,  "The  Meaning  of  Other-Than-Temporary  Impairment  and Its
     Application  to  Certain Investments." EITF No. 03-01 includes new guidance
     for  evaluating  and  recording  impairment  losses  on  debt  and  equity
     investments,  as  well  as new disclosure requirements for investments that
     are  deemed to be temporarily impaired. The accounting guidance of EITF No.
     03-01  is  effective  for fiscal years beginning after June 15, 2004, while
     the  disclosure  requirements  are  effective for fiscal years ending after
     June  15, 2004. The Company has not yet determined the impact that adoption
     will  have on its financial position or results of operations as the impact
     is  heavily  dependent  on  the  interest  rate  environment at the date of
     adoption  and pending implementation guidance from the Financial Accounting
     Standards  Board.

                                      -9-
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

GENERAL

Throughout  the  Management's  Discussion  and  Analysis ("MD&A") 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. represent wholly owned subsidiaries of
Pathfinder  Bank.  Pathfinder  Statutory  Trust  I  is  not  included  in  the
consolidated  financial  statements  for the period ended September 30, 2004. At
September  30,  2004,  Pathfinder  Bancorp, M.H.C., the Company's mutual holding
company  parent, whose activities are not included in the M.D.& A held  64.7% of
the  Company's  common  stock  and  the  public  held  35.3%.

The  following discussion reviews the Company's financial condition at September
30,  2004  and  the  results  of  operations for the three and nine months ended
September  30,  2004  and  September  30,  2003.

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.

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 foreclosed 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.

                                      -10-
<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 2003 Annual
Report  on Form 10-K ("the Consolidated Financial Statements").  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  balance  sheet.  Note  1  to  the  Consolidated Financial
Statements  describes  the  methodology used to determine the allowance for loan
losses,  and  a  discussion  of the factors driving changes in the amount of the
allowance  for  loan  losses  is  included  in  this  report.

The  Company  carries  all  of its investments at fair value with any unrealized
gains  or  losses  reported net of tax as an adjustment to shareholders' equity.
Based  on  management's  assessment,  at September 30, 2004, the Company did not
hold any security that had a fair value decline that is currently expected to be
other  than temporary.  Consequently, any declines in a specific security's fair
value  below  amortized cost have not been provided for in the income statement.
The  Company's  ability  to fully realize the value of its investment in various
securities,  including corporate debt securities, is dependent on the underlying
creditworthiness  of  the  issuing  organization.
                                      -11-
<PAGE>

RESULTS  OF  OPERATIONS

Net  income for the third quarter of 2004 was $360,000 as compared to net income
of  $333,000  for  the same quarter in 2003.  Basic earnings per share was $0.15
and  $0.14  per  share  for  the  quarters  ended  September  30, 2004 and 2003,
respectively.  The  return  on average assets and return on shareholders' equity
were  0.48%  and  6.62%,  respectively, for the three months ended September 30,
2004,  compared  with  0.47% and 6.29%, respectively, for the three months ended
September 30, 2003.  During the third quarter of 2004 when compared to the third
quarter  of  2003, other income increased $114,000 and provision for loan losses
decreased  $14,000,  partially  offset  by  a decrease in net interest income of
$46,000  and  an  increase  in  other  expenses  of  $46,000.

For  the  nine  months  ended September 30, 2004, net income was $1.2 million, a
decrease of $137,000, or 10%, as compared to net income of $1.3 million in 2003.
The  decrease  in net income was primarily a result of a decline in net interest
income  of  $302,000, partially offset by declines in provisions for loan losses
and income taxes.  Basic earnings per share decreased to $0.50 per share for the
nine  months  ended  September  30, 2004 from $0.55 for the same period in 2003.
The  return  on average assets and return on shareholders' equity were 0.54% and
7.40%,  respectively for the nine months ended September 30, 2004, compared with
0.63%  and  8.47%  for  the  same  period  in  2003.

NET  INTEREST  INCOME

Net  interest  income  is  the  Company's primary source of operating income for
payment  of  operating expenses and providing for loan losses.  It is the amount
by  which  interest  earned  on  interest-earning deposits, loans and investment
securities,  exceeds  the  interest  paid on deposits and other interest-bearing
liabilities.  Changes  in  net  interest  income  and  net interest margin ratio
result  from  the  interaction  between  the  volume  and composition of earning
assets,  interest-bearing  liabilities,  related  yields  and associated funding
costs.

Net  interest  income,  on  a  tax-equivalent basis, decreased slightly to  $2.2
million  for  the  three  months  ended  September 30, 2004, as compared to $2.3
million during the same period of 2003.  The Company's net interest margin ratio
for the third quarter of 2004 decreased to 3.28% from 3.63% when compared to the
same  quarter  in  2003.  Management  expects  continued  margin  compression to
challenge earnings growth over the near term. The decline in net interest income
is  attributable  to  lower  market interest rates which decreased earning asset
yields  to  5.33%  from  5.91%  when  compared  to  the same period during 2003.
Average  interest-earning  assets  increased  8%  to $271.6 million at September
30,  2004  as compared  to $250.5  million at September 30, 2003.  The  increase
in  average  earning  assets  is  primarily  attributable  to  a  $22.3  million
increase  in  investment  securities  and  a  $4.9  million  increase  in
interest-earning  deposits,  offset  by  a  $6.1  million  decrease  in  loans
receivable.  Average  interest-bearing  liabilities  increased  $17.5  million,
while  the  cost of funds decreased 22 basis points to 2.16% from 2.38% for  the
same  period  in  2003.  The  increase  in  the  average  balance  of
interest-bearing  liabilities  resulted primarily from a $25.6 million growth in
average  deposits,  offset  by  a  $8.1 million decrease in borrowed funds.  The
growth  in  deposits was primarily in NOW accounts and money management accounts
and  resulted  from  the  Company's  focus on attracting new  municipal  deposit
customers.

For  the  nine  months  ended  September  30,  2004,  net  interest income, on a
tax-equivalent  basis, decreased $297,000, or 4%, as compared to the same period
during  2003.  Net  interest  margin  decreased  40  basis  points,  to 3.29% at
September  30,  2004  from 3.69% at September 30, 2003. Average interest-earning
assets  increased  7%  to  $274.2  million at September 30, 2004 as compared  to
$255.4  million  at  September  30,  2003,  while  the yield on interest earning
assets  declined 76 basis points to 5.31% from 6.07% for the comparable periods.
The  increase  in  average  earning  assets is primarily attributable to a $15.4
million  increase  in  investment  securities  and  a  $4.3  million increase in
interest-earning  deposits,  partially  offset  by  a $949,000 decrease in loans
receivable.  Average  interest-bearing  liabilities  increased  $9.6  million,
while  the  cost of funds decreased 32 basis points to 2.18% from 2.50% for  the
same  period  in  2003.  The  increase  in  the  average  balance  of
interest-bearing  liabilities  resulted primarily from a $14.9 million growth in
average  deposits,  offset  by  a  $5.3  million  decrease  in  borrowed  funds.
                                      -12-
<PAGE>

INTEREST  INCOME

Total  interest  income,  on  a  tax-equivalent  basis,  for  the  quarter ended
September  30,  2004 decreased $78,000, or 2%, to $3.6 million from $3.7 million
at  the quarter ended September 30, 2003.  Average loans decreased $6.1 million,
with  yields  declining  37 basis points to 6.19% for the third quarter of 2004.
Average  commercial loans decreased $469,000, and experienced an increase in the
average  tax-equivalent yield of 124 basis points, to 5.53% from 4.29%, in 2003.
The  increase  in the yield on commercial loans was affected, in part, by higher
yielding  alternative  loans  replacing the lower yielding municipal loans which
paid down in August of 2003.  The average balance of loans to municipal entities
for the third quarter of 2004 was $2.7 million, compared to $4.2 million for the
same period in 2003. The Company's residential mortgage loan portfolio decreased
$8.4 million, or 6%, when comparing the third quarter of 2004 to the same period
in 2003.  The average yield on the residential mortgage loan portfolio decreased
39  basis points to 5.96% in 2004 from 6.35% in 2003.  New loans were originated
at lower rates than in the prior period and a large volume of existing mortgages
had  their  rates  modified  downward  or  were  refinanced  at lower rates.  An
increase  in  the  average  balance  of  consumer loans of $1.9 million, or 12%,
resulted  from  an increase in home equity loans. The average yield declined 141
basis  points,  to  6.75%  from  8.16%  in  2003.

Average  investment  securities  (taxable  and tax-exempt) for the quarter ended
September  30,  2004  increased  by $22.3 million, compared to the same period a
year ago, with an increase in tax-equivalent interest income from investments of
$176,000,  or  34%,  compared  to 2003.  The average tax-equivalent yield of the
portfolio  declined  17  basis points, to 3.58% from 3.75%.  The increase in the
average  balance  of investment securities is reflective of the expanded deposit
growth  with  local  municipalities.  Investment  securities  purchased  in 2004
pledged  against  municipal  deposits  had  an  average  yield  of  3.34%.

Total  interest  income,  on  a  tax-equivalent basis, for the nine months ended
September  30,  2004 decreased $712,000, or 6%, when compared to the nine months
ended  September  30,  2003.  Average  loans  decreased  $949,000,  with  yields
declining  51  basis  points  to  6.29%  from  6.80%.  Average  commercial loans
increased  $3.9  million,  while  the  yield  decreased  to  4.84% from 5.48% at
September  30,  2003.

For  the  nine  months  ended September 30, 2004, tax-equivalent interest income
from investment securities increased $32,000, or 2%, compared to the same period
in  2003.   The  average tax-equivalent yield of the portfolio declined 76 basis
points,  to  3.38%  from 4.14% and was offset by a $15.4 million increase in the
average  balance  of  investment  securities.

INTEREST  EXPENSE

Total  interest  expense  remained  relatively  constant at $1.4 million for the
three  months  ended  September  30,  2004, when compared to the same quarter in
2003.  Deposit  expense  for the comparable periods increased $36,000, or 4%, as
the  average  rate paid on higher earning money management accounts increased 34
basis  points  to 1.37% in 2004 from 1.03% in 2003, combined with an increase in
the  average  balance of money management accounts to $42.9 million in 2004 from
$21.3  million in 2003.  The cost of other interest-bearing deposits declined 18
basis  points,  to  1.78%  from  1.96%,  and  was  offset by an increase of $4.0
million,  or  2%,  in the average balance of these deposits. Interest expense on
borrowings  also  decreased  by  $72,000,  or  13%,  from  the  prior  period.

For  the  nine  months  ended  September  30,  2004,  interest expense decreased
$415,000,  or 9%, to $4.1 million from $4.6 million for the same period in 2003.
This  decrease  was  partially offset by a $14.9 million increase in the average
balance  of  deposits.  Deposit  expense  for  the  comparable  periods declined
$204,000,  or  7%, as the average rate on deposits decreased 27 basis points, to
1.71%  from  1.98%.  Interest  expense  on borrowings declined 9 basis points to
4.46%  from  4.55%.
                                      -13-
<PAGE>

PROVISION  FOR  LOAN  LOSSES

The  provision  for  loans  losses was $112,000 for the third quarter of 2004 as
compared to $126,000 for the same period in 2003.  The decrease in the provision
for the quarter primarily resulted from a decrease in commercial charge-offs for
the period.  Non-performing loans totaled $3.0 million at September 30, 2004 and
December  31,  2003.  Allowance  for  loan  losses,  as  a  percentage of loans,
increased  slightly  to  1.00%  at  September  30,  2004 compared to 0.91% as of
December  31,  2003.

For  the nine months ended September 30, 2004, the provision for loan losses was
$407,000  as  compared  to  $492,000  for  the  same  period  in  2003.

OTHER  INCOME

The  Company's  other  income  is primarily comprised of fees on deposit account
balances  and  transactions,  loan  servicing,  commissions,  and  net  gains on
securities,  loans  and  foreclosed  real  estate.

The  following  table  sets  forth  certain  information on other income for the
periods  indicated:

<TABLE>
<CAPTION>
                                                          Three Months Ended              Nine Months Ended
                                                              September 30,                  September 30,
                                                    2004   2003         Change        2004     2003      Change
------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)

<S>                                                 <C>    <C>    <C>       <C>      <C>     <C>      <C>    <C>
Service charges on deposit accounts. . . . . . . .  $ 251  $ 213  $    38     17.8%  $  713  $   590  $123    20.8%
Loan servicing fees. . . . . . . . . . . . . . . .     66     62        4      6.5%     184      189    (5)   -2.6%
Increase in value of bank owned life insurance . .     48     57       (9)   -15.8%     144      142     2     1.4%
Net gain on sales of loans/foreclosed real estate.    128    153      (25)   -16.3%     249      332   (83)  -25.0%
Other chrges, commissions and fees . . . . . . . .    137    114       23     20.2%     386      363    23     6.3%
------------------------------------------------------------------------------------------------------------------
Core other income. . . . . . . . . . . . . . . . .    630    599       31      5.2%   1,676    1,616    60     3.7%
Net gain on sales of securities. . . . . . . . . .     85      2       83   4150.0%     569      523    46     8.8%
------------------------------------------------------------------------------------------------------------------
Total other income . . . . . . . . . . . . . . . .  $ 715  $ 601  $   114     19.0%  $2,245  $ 2,139  $106     5.0%
===================================================================================================================

</TABLE>
For  the  three  months  ended  September  30, 2004, core other income increased
$31,000,  or  5%,  when compared with the three months ended September 30, 2003.
Income on service charges on deposit accounts increased as the number of deposit
accounts  increased.  The  increase in other operating income primarily resulted
from  fees  associated  with  ATM  and  debit cards usage.  These increases were
partially offset by a decrease in the net gain on sale of loans to the secondary
market  in  comparable  quarters.

For  the nine months ended September 30, 2004, the increase in core other income
primarily  due  resulted  from increased income generated from deposit accounts.
This  increase  was partially offset by a decrease in net gains on sale of loans
and  foreclosed  real  estate.

The increase in the net gain on sales of investment securities for the three and
nine  months  ended  September 30, 2004, was the result of gains associated with
the  sale  of  corporate  stock,  corporate  bonds  and municipal bonds in 2004.

                                      -14-
<PAGE>

OTHER  EXPENSES

The  following  table  sets  forth  certain information on other expense for the
quarters  indicated:

<TABLE>
<CAPTION>

                                           Three Months Ended              Nine Months Ended
                                            September 30,                    September 30,
                                     2004    2003        Change        2004    2003      Change
--------------------------------------------------------------------------------------------------
(Dollars in thousands)
<S>                                 <C>     <C>     <C>       <C>     <C>     <C>      <C>     <C>

Salaries and employee benefits . .   1,201   1,107       94     8.5%   3,584    3,303    281     8.5%
Building occupancy . . . . . . . .     255     249        6     2.4%     789      755     34     4.5%
Data processing expenses . . . . .     249     221       28    12.7%     703      637     66    10.4%
Professional and other services. .     165     223      (58)  -26.0%     493      580    (87)  -15.0%
Amortization of intangible assets.      55      55        -     0.0%     167      168     (1)   -0.6%
Other expenses . . . . . . . . . .     395     419      (24)   -5.7%   1,161    1,373   (212)  -15.4%
-----------------------------------------------------------------------------------------------------
Total other expenses . . . . . . .  $2,320  $2,274  $    46     2.0%  $6,897  $ 6,816  $  81     1.2%
=====================================================================================================
</TABLE>

Total other expenses increased $46,000 and $81,000 for the three and nine months
ended September 30, 2004 and 2003, respectively.  Salaries and employee benefits
increased  as  a  result  of  increased  pension  and health insurance costs and
overall personnel costs due to increased staffing. The Company had 106 full time
equivalent  employees  at  September  30,  2004 compared to 104 at September 30,
2003.  The  increase  in data processing charges was due to depreciation expense
resulting  from  system  hardware and software acquisitions, charges relating to
internet banking and increased ATM servicing charges. Building occupancy expense
increases  primarily resulted from depreciation expenses associated with the new
Fulton  branch, which opened in August of 2003. The decrease in professional and
other  services and other operating expenses primarily resulted from operational
costs  associated  with  a foreclosed real estate property in 2003 and personnel
realignment  expenses  in  2003,  not  recurring in 2004, a reduction in outside
mortgage  consulting fees, as the service was replaced by in-house personnel and
a  reduction  in  expenses  associated with the no cost closing loan program and
mortgage  recording  taxes,  as  new  loan  volume decreased from the comparable
period  of  2003.

INCOME  TAX  EXPENSE

Income  taxes  increased  $9,000  for  the  quarter  ended September 30, 2004 as
compared  to  the  same  period  in  2003, which was primarily attributable to a
increase  in  the Company's pre-tax income.  For the nine months ended September
30,  2004,  income  taxes  decreased $55,000 when compared to the same period in
2003,  which  was  primarily attributable to a decrease in the Company's pre-tax
income.  The  effective tax rate remained consistent at 26.3% for the first nine
months  of  2004,  compared  to  26.7%  for  the  year  ended December 31, 2003.

CHANGES  IN  FINANCIAL  CONDITION

ASSETS

Total  assets increased approximately $25.1 million, or 9%, to $303.0 million at
September  30,  2004,  from $277.9 million at December 31, 2003. The increase in
total assets was primarily the result of an increase in investment securities of
$17.4  million,  or  30%,  a  $7.7  million,  or  89%, increase in cash and cash
equivalents, a $1.2 million, or 28%, increase in bank owned life insurance and a
$1.7  million, or 96%, increase in other assets.  These increases were partially
offset  by  a  decrease  in  net  loans  of  $1.1 million, or 1%.  The growth in
investment  securities  was  primarily  funded  by  the  increase  in  municipal
deposits.  The increase in cash and cash equivalents was primarily the result of
the  increased  deposit  levels  and  loans  sales to the secondary market.  The
excess  liquidity  is  expected  to be invested primarily in the commercial real
estate  portfolio  and  investment  securities.  The increase in bank owned life
insurance was due to a $1.1 million purchase of life insurance policies relating
to  the  new  executives  and  directors  deferred  compensation  plan which was
effective  December  31,  2003.  The increase in other assets primarily resulted
from  an  increase  in the deferred tax asset relating to the unrealized gain on
investment  securities  and  increase  in  the  pension  asset.
                                      -15-
<PAGE>

LIABILITIES

Total  liabilities  increased  $24.9  million,  or  10%,  to  $281.1  million at
September  30,  2004  from $256.2 million at December 31, 2003.  The increase in
liabilities  is  primarily  due  to  a  $27.5 million growth in interest-bearing
deposits  and  a  $2.4 million growth in noninterest-bearing deposits, partially
offset  by  a  $5.6  million decrease in borrowed funds.  The growth in deposits
primarily  resulted from the Company's focus on attracting new municipal deposit
customers.

LOAN  AND  ASSET  QUALITY  AND  ALLOWANCE  FOR  LOAN  LOSSES

The  following  table  represents information concerning the aggregate amount of
nonperforming  assets:

<TABLE>
<CAPTION>
                                                          For the Period Ending
                                               September 30,   December 31,   September 30,
                                                    2004          2003           2003
-------------------------------------------------------------------------------------------
<S>                                                <C>         <C>               <C>
Nonaccrual loans:
Commercial. . . . . . . . . . . . . . . . . . . .  $2,135       $1,677          $1,662
Consumer. . . . . . . . . . . . . . . . . . . . .     117          172             102
Real estate -  Construction . . . . . . . . . . .       -          270               -
               Mortgage . .       . . . . . . . .     699          873             623
-------------------------------------------------------------------------------------------
Total nonaccrual loans. . . . . . . . . . . . . .   2,951        2,992           2,387
Loans past due 90 days or more and still accruing       -            -               -
-------------------------------------------------------------------------------------------
Total non-performing loans. . . . . . . . . . . .   2,951        2,992           2,387
Foreclosed real estate. . . . . . . . . . . . . .     247          202             362
-------------------------------------------------------------------------------------------
Total non-performing assets . . . . . . . . . . .   3,198        3,194           2,749
===========================================================================================
Non-performing loans to total loans . . . . . . .    1.57%       1.59%            1.23%
Non-performing assets to total assets . . . . . .    1.06%       1.15%            0.96%
-------------------------------------------------------------------------------------------
</TABLE>

Total  nonperforming  loans and foreclosed real estate at September 30, 2004 has
remained  relatively  consistent  when  compared  to  December  31,  2003.
Nonperforming  loans  continue  to  be  addressed  primarily through foreclosure
proceedings.  Management believes that adequate reserves exist for any potential
losses  that  may  occur  from  the  remediation  process.

The  allowance  for loan losses at September 30, 2004 was $1.9 million, or 1.00%
of  period end loans, compared to $1.7 million, or 0.91% of period end loans, at
December  31,  2003.  The  increase  as  a  percentage of loans is primarily the
result  of  the  decline  in  gross  loans.

CAPITAL

Shareholders'  equity  increased  $168,000, or 1%, to $22.0 million at September
30,  2004.  The  increase  in  shareholders'  equity  primarily  resulted from a
$625,000  increase  in  retained  earnings and a $190,000 increase in additional
paid  in  capital,  partially offset by a $681,000 increase in accumulated other
comprehensive loss.  The Company added $1.2 million to retained earnings through
net  income  and  returned  $580,000  to  its  shareholders  in the form of cash
dividends.  The  Company's  mutual  holding  company parent, Pathfinder Bancorp,
M.H.C,  accepted  the  dividend  for the quarter ended September 30, 2004.  (See
Footnote  5).

Risk-based capital provides the basis for which all banks are evaluated in terms
of  capital  adequacy.  Capital  adequacy  is  evaluated primarily by the use of
ratios  which  measure  capital  against  total assets, as well as against total
                                      -16-
<PAGE>

assets  that  are weighted based on defined risk characteristics.  The Company's
goal  is to maintain a strong capital position, consistent with the risk profile
of  its  subsidiary banks that supports growth and expansion activities while at
the same time exceeding regulatory standards.  At September 30, 2004, Pathfinder
Bank  exceeded  all  regulatory  required  minimum  capital  ratios  and met the
regulatory  definition  of  a  "well-capitalized"  institution,  i.e. a leverage
capital ratio exceeding 5%, a Tier 1 risk-based capital ratio exceeding 6% and a
total  risk-based  capital  ratio  exceeding  10%.

LIQUIDITY

Liquidity  management  involves  the  Company's  ability  to  generate  cash  or
otherwise  obtain  funds  at reasonable rates to support asset growth and reduce
assets  to  meet  deposit  withdrawals, to maintain reserve requirements, and to
otherwise  operate  the  Company  on  an  ongoing  basis.  The Company's primary
sources  of  funds  are deposits, borrowed funds, amortization and prepayment of
loans  and maturities of investment securities and other short-term investments,
and  earnings  and  funds  provided  from operations.  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-earning and other assets, which provide liquidity
to  meet  lending  requirements.

The  Company's liquidity has been enhanced by its membership in the Federal Home
Loan  Bank  of  New York, whose competitive advance programs and lines of credit
provide  the  Company  with  a safe, reliable and convenient source of funds.  A
significant  decrease  in  deposits  in  the  future could result in the Company
having  to  seek  other  sources  of funds for liquidity purposes.  Such sources
could  include,  but  are not limited to, additional borrowings, trust preferred
security  offerings,  brokered  deposits,  negotiated time deposits, the sale of
"available-for-sale"  investment  securities,  the sale of securitized loans, or
the  sale  of whole loans.  Such actions could result in higher interest expense
costs  and/or  losses  on  the  sale  of  securities  or  loans.

The  Asset  Liability  Management Committee (ALCO) of the Company is responsible
for  implementing  the  policies  and  guidelines for the maintenance of prudent
levels  of  liquidity.  As  of  September  30,  2004,  management  believes that
liquidity  as  measured  by  the  Company  is  in  compliance  with  its  policy
guidelines.

                                      -17-
<PAGE>

ITEM  3  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

The  Company's  risk  of  loss arising from adverse changes in the fair value of
financial  instruments,  or  market risk, is composed primarily of interest rate
risk.  The  management  of  interest rate sensitivity seeks to avoid fluctuating
net  interest  margins  and  to  provide  consistent net interest income through
periods  of  changing  interest  rates.  The  primary objective of the Company's
asset-liability  management  activities is to maximize net interest income while
maintaining  acceptable  levels  of  interest  rate  risk.  The  Company  has an
Asset-Liability  Management  Committee  (ALCO)  which  is  responsible  for
establishing  policies  to  limit  exposure to interest rate risk, and to ensure
procedures  are  established  to  monitor  compliance with those policies. Those
procedures  include  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 and
capital.  The Company's Board of Directors reviews the guidelines established by
ALCO.

During the past three years, the Federal Reserve lowered interest rates thirteen
times  by  a  total  of  550  basis points.  These interest rate reductions have
caused  significant  repricing  of  the  bank's  interest-earning  assets  and
interest-bearing  liabilities.  Efforts  have been made to shorten the repricing
duration  of  its rate sensitive assets by purchasing investment securities with
maturities  within the next 3 to 5 years and promoting portfolio ARM (adjustable
rate  mortgage)  and hybrid ARM products.  In addition, the Company has extended
the  duration of its rate sensitive liabilities by lengthening the maturities of
its existing borrowings and offering certificates of deposit 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
instrument  to  the then prevailing rate for the certificate of deposit with the
same  term.

Since  June  of  2004, the Federal Reserve raised its key interest rate 75 basis
points.  Management  anticipates that the Federal Reserve will continue to raise
its  target interest rate over the foreseeable future.  Management will continue
to  seek  to minimize any reduction in net interest income in a period of rising
interest rates to the extent that it can resist raising its cost of funds during
this  period.  The  Company is continuing to explore transactions and strategies
to  both  increase  its net interest income and minimize its interest rate risk.

GAP  ANALYSIS.  At  September  30,  2004, the total interest bearing liabilities
maturing  or  repricing  within  one year exceeded total interest-earning assets
maturing  or  repricing  in  the  same  period  by $34.3 million, representing a
cumulative  one-year  gap  ratio  of  a  negative  11.30%.

EARNINGS  AT  RISK AND VALUE AT RISK.  Management believes the simulation of net
interest  income  (Earnings  at Risk) and net portfolio value (Value at Risk) in
different  interest  rate  environments  provides  a  more meaningful measure of
interest  rate  risk.  Income simulation analysis captures both the potential of
all  assets  and  liabilities to mature or reprice and the probability that they
will  do  so.  Income  simulation  also  attends  to  the relative interest rate
sensitivities  of  these  items,  and  projects  their behavior over an extended
period  of  time.  Finally,  income  simulation permits management to assess the
probable effects on the balance sheet not only of changes in interest rates, but
also  of  proposed  strategies  for  responding  to  them.  Net  portfolio value
represents  the  fair  value  of  net  assets (determined as the market value of
assets  minus  the  market  value  of  liabilities  using a discounted cash flow
technique).

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.  The  table  quantifies  the  changes  in  net  interest  income  and net
portfolio  value  to parallel shifts in the yield curve.  The column "Percentage
Change  in  Net  Interest Income" measures the change to the next twelve month's
projected  net  interest income, due to parallel shifts in the yield curve.  The
                                      -18-
<PAGE>

column  "Percentage  Change  in  Net  Portfolio  Value"  measures changes in the
current  fair  value  of  assets and liabilities to parallel shifts in the yield
curve.  The  column  "NPV Capital Ratio" measures the ratio of the fair value of
net  assets  to the fair value of total assets at the base case and in 100 basis
point incremental interest rate shocks.  Currently, the Company's model projects
a  300 basis point increase and a 100 basis point decrease during the next year.
With  the federal funds rate at a record low, the Company's ALCO believed it was
a better measure of current risk assuming a minus 100 point scenario, as a minus
300 basis point reduction would be unlikely given that current short-term market
interest  rates  are  already  below  3.00%.  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.  The Company's current interest rate risk
exposure  is  within  those  guidelines  set  forth.

<TABLE>
<CAPTION>

Change in    NPV
Interest   Capital   Earnings    Value
Rates       Ratio     at Risk   as Risk
 --------------------------------------

<S>        <C>       <C>        <C>
   300 . . . 6.88%    -11.23%   -30.40%
   200 . . . 7.75%      7.28%   -19.65%
   100 . . . 8.56%      3.43%    -8.90%
     0       9.87%      ----      ----
  -100. . .  9.23%      1.56%     2.46%
</TABLE>
                                      -19-
<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 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.

                                      -20-
<PAGE>

PART  II  -  OTHER  INFORMATION

ITEM  1  -  LEGAL  PROCEEDINGS
------------------------------

None

ITEM  2  -  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS
-------------------------------------------------------------------------------

None

ITEM  3  -  DEFAULTS  UPON  SENIOR  SECURITIES
----------------------------------------------

None

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
-----------------------------------------------------------------------

None

ITEM  5  -  OTHER  INFORMATION
------------------------------

None

ITEM  6  -  EXHIBITS
--------------------

Exhibit  No.          Description
------------          -----------

31.1     Rule 13a-14(a) / 15d-14(a) Certification of the Chief Executive Officer
31.2     Rule 13a-14(a) / 15d-14(a) Certification of the Chief Financial Officer
32.1     Section 1350 Certification of the Chief Executive and Chief Financial
         Officer

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.
     --------------------------



November  12,  2004           /s/  Thomas  W.  Schneider
                              --------------------------
Date:                         Thomas  W.  Schneider
                              President,  Chief  Executive  Officer


November  12,  2004           /s/  James  A.  Dowd
                              -------------------
Date:                        James  A.  Dowd
                             Vice  President,  Chief  Financial  Officer

                                      -21-

<PAGE>



EXHIBIT  31.1

     Rule 13a-14(a) / 15d-14(a) Certification of the Chief Executive Officer

                    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 the September 30, 2004 quarterly report on Form 10-Q of
Pathfinder  Bancorp,  Inc.;

2.     Based  on my knowledge, this 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 report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information included in this 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  report;

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

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, 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 report is being prepared;
     (b)  Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     (c)  Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors:

     (a)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and
<PAGE>

     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.



November  12,  2004         /s/  Thomas  W.  Schneider
                            --------------------------
Date                        Thomas  W.  Schneider
                            President  and  Chief  Executive  Officer


<PAGE>
EXHIBIT  31.2

     Rule 13a-14(a) / 15d-14(a) Certification of the Chief Financial Officer

                    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 the September 30, 2004 quarterly report on Form 10-Q of
Pathfinder  Bancorp,  Inc.;

2.     Based  on my knowledge, this 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 report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information included in this 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  report;

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

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, 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 report is being prepared;
     (b)  Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     (c)  Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

5.     The  registrant's other certifying officer and I have disclosed, based on
our  most recent evaluation of internal control over financial reporting, to the
registrant's  auditors  and  the  audit  committee  of the registrant's board of
directors:
     (a)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and
     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.
<PAGE>


November  12,  2004         /s/  James  A.  Dowd
                            --------------------
Date                        James  A.  Dowd
                            Vice  President  and  Chief  Financial  Officer

<PAGE>
EXHIBIT  32.1

  Section 1350 Certification of the Chief Executive and Chief Financial Officer

                            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,  2004  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 of the
Company.

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  12,  2004          /s/  Thomas  W.  Schneider
-------------------          --------------------------
Date                         Thomas  W.  Schneider
                             President  and  Chief  Executive  Officer


November  12,  2004         /s/  James  A.  Dowd
-------------------         --------------------
Date                        James  A.  Dowd
                            Vice  President  and  Chief  Financial  Officer
[{"type": "10-Q", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 97745}]
{"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": "041145419"}, "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, 2004

                         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                    13126
                 Oswego,  New  York
------------------------------------------------------------------
(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 2,448,132 shares
of  the  Company's  common  stock  outstanding  as  of  November  5,  2004.
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              6-9

     Item  2.Management's  Discussion  and  Analysis  of  Financial      10-17
              Condition  and  Results  of  Operations

     Item  3.Quantitative  and  Qualitative  Disclosure  about  Market   18-19
              Risk

     Item  4.Control  and  Procedures                                    20

PART  II     OTHER  INFORMATION                                          21

             Item  1. Legal  proceedings
             Item  2. Unregistered  Sales  of  Equity Securities and Use
                      of Proceeds
             Item  3. Defaults  upon  senior  securities
             Item  4. Submission  of  matters  to  a  vote  of  security
                      holders
             Item  5. Other  information
             Item  6. Exhibits

SIGNATURES
PATHFINDER  BANCORP, INC.
                                               CONSOLIDATED STATEMENTS OF CONDITION
                                       SEPTEMBER 30, 2004 (UNAUDITED) AND DECEMBER 31, 2003

                                                                                               September 30,        December 31,
ASSETS                                                                                             2004                 2003
--------------------------------------------------------------------------------------------------------------------------------

(Dollars in thousands except per share data)
Cash and due from banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                9,665   $       5,803
Interest earning deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   6,764           2,911
--------------------------------------------------------------------------------------------------------------------------------
    Total cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . .                  16,429           8,714
Investment securities, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . .                  74,989          57,559
Federal Home Loan Bank stock, at cost. . . . . . . . . . . . . . . . . . . . . . . . . .                   1,768           2,048
Mortgage loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   1,235           3,520
Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 187,788         188,717
   Less: Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . .                   1,887           1,715
--------------------------------------------------------------------------------------------------------------------------------
     Loans receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 185,901         187,002

Premises and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   7,196           6,650
Accrued interest receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   1,505           1,273
Foreclosed real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     247             202
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   3,840           3,840
Intangible asset, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     683             850
Bank owned life insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   5,737           4,493
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   3,499           1,789
--------------------------------------------------------------------------------------------------------------------------------
     Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $              303,029   $     277,940
                                                                                          =======================  ==============

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

Deposits:
  Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $              218,576   $     191,104
  Noninterest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  18,155          15,790
--------------------------------------------------------------------------------------------------------------------------------
     Total deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 236,731         206,894
Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       0           2,100
Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  35,360          38,860
Junior subordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   5,155               -
Company obligated mandatorily redeemable preferred securities of subsidiary, Pathfinder
 Statutory Trust I, holding solely junior subordinated debentures of the Company . . . .                       -           5,000
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   3,830           3,301
--------------------------------------------------------------------------------------------------------------------------------
     Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 281,076         256,155

Shareholders' equity:
   Preferred stock, authorized shares 1,000,000; no shares issued or outstanding
   Common stock, par value $.01; authorized 10,000,000 shares;
    2,935,419 and 2,919,386 shares issued;  and 2,448,132 and 2,432,099
    shares outstanding, respectively . . . . . . . . . . . . . . . . . . . . . . . . . .                      29              29
   Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   7,415           7,225
   Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  21,372          20,747
   Accumulated other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . .                    (317)            364
   Unearned ESOP shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     (44)            (78)
   Treasury Stock, at cost; 487,287 shares . . . . . . . . . . . . . . . . . . . . . . .                  (6,502)         (6,502)
--------------------------------------------------------------------------------------------------------------------------------
     Total shareholders' equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  21,953          21,785
--------------------------------------------------------------------------------------------------------------------------------
     Total liabilities and shareholders' equity. . . . . . . . . . . . . . . . . . . . .  $              303,029   $     277,940
=================================================================================================================================
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
                                      -1-
PATHFINDER  BANCORP, INC.
                                   CONSOLIDATED STATEMENTS OF INCOME
                                              (UNAUDITED)

                                                                  For the three        For the three
                                                                  months ended         months ended
                                                               September 30, 2004   September 30, 2003
-------------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share data)
INTEREST INCOME:
 Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $             2,898  $             3,167
 Debt securities:
Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . .                  580                  426
Tax-exempt. . . . . . . . . . . . . . . . . . . . . . . . . .                   63                   54
 Dividends. . . . . . . . . . . . . . . . . . . . . . . . . .                   36                   28
 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .                   18                    2
-------------------------------------------------------------------------------------------------------
       Total interest income. . . . . . . . . . . . . . . . .                3,595                3,677

INTEREST EXPENSE:
  Interest on deposits. . . . . . . . . . . . . . . . . . . .                  920                  884
  Interest on short-term borrowings . . . . . . . . . . . . .                    1                   15
  Interest on long-term borrowings. . . . . . . . . . . . . .                  471                  529
-------------------------------------------------------------------------------------------------------
       Total interest expense . . . . . . . . . . . . . . . .                1,392                1,428
-------------------------------------------------------------------------------------------------------

          Net interest income . . . . . . . . . . . . . . . .                2,203                2,249
  Provision for loan losses . . . . . . . . . . . . . . . . .                  112                  126
-------------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses                2,091                2,123
-------------------------------------------------------------------------------------------------------

OTHER INCOME:
  Service charges on deposit accounts . . . . . . . . . . . .                  251                  213
  Loan servicing fees . . . . . . . . . . . . . . . . . . . .                   66                   62
  Increase in value of bank owned life insurance. . . . . . .                   48                   57
  Net gain on sales of securities . . . . . . . . . . . . . .                   85                    2
  Net gain on sales of loans/real estate. . . . . . . . . . .                  128                  153
  Other charges, commissions & fees . . . . . . . . . . . . .                  137                  114
-------------------------------------------------------------------------------------------------------
          Total other income. . . . . . . . . . . . . . . . .                  715                  601
-------------------------------------------------------------------------------------------------------

OTHER EXPENSES:
  Salaries and employee benefits. . . . . . . . . . . . . . .                1,201                1,107
  Building occupancy. . . . . . . . . . . . . . . . . . . . .                  255                  249
  Data processing expenses. . . . . . . . . . . . . . . . . .                  249                  221
  Professional and other services . . . . . . . . . . . . . .                  165                  223
  Amortization of intangible asset. . . . . . . . . . . . . .                   55                   55
  Other expenses. . . . . . . . . . . . . . . . . . . . . . .                  395                  419
-------------------------------------------------------------------------------------------------------
          Total other expenses. . . . . . . . . . . . . . . .                2,320                2,274
-------------------------------------------------------------------------------------------------------

Income before income taxes. . . . . . . . . . . . . . . . . .                  486                  450
Provision for income taxes. . . . . . . . . . . . . . . . . .                  126                  117
-------------------------------------------------------------------------------------------------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . .  $               360  $               333
=======================================================================================================

     NET INCOME PER SHARE - BASIC . . . . . . . . . . . . . .  $              0.15  $              0.14
                                                               ===================  ===================
     NET INCOME PER SHARE - DILUTED . . . . . . . . . . . . .  $              0.15  $              0.14
                                                               ===================  ===================
     DIVIDENDS PER SHARE. . . . . . . . . . . . . . . . . . .  $              0.10  $              0.10
                                                               ===================  ===================
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.

                                      -2-
PATHFINDER  BANCORP, INC.
                                   CONSOLIDATED STATEMENTS OF INCOME
                                              (UNAUDITED)

                                                                  For the three        For the three
                                                                  months ended         months ended
                                                               September 30, 2004   September 30, 2003
-------------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share data)

INTEREST INCOME:
 Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $             8,869  $             9,647
 Debt securities:
Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . .                1,637                1,572
Tax-exempt. . . . . . . . . . . . . . . . . . . . . . . . . .                  170                  174
 Dividends. . . . . . . . . . . . . . . . . . . . . . . . . .                  107                  135
 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .                   55                   27
-------------------------------------------------------------------------------------------------------
       Total interest income. . . . . . . . . . . . . . . . .               10,838               11,555

INTEREST EXPENSE:
  Interest on deposits. . . . . . . . . . . . . . . . . . . .                2,687                2,891
  Interest on short-term borrowings . . . . . . . . . . . . .                   17                   25
  Interest on long-term borrowings. . . . . . . . . . . . . .                1,441                1,644
-------------------------------------------------------------------------------------------------------
       Total interest expense . . . . . . . . . . . . . . . .                4,145                4,560
-------------------------------------------------------------------------------------------------------

          Net interest income . . . . . . . . . . . . . . . .                6,693                6,995
  Provision for loan losses . . . . . . . . . . . . . . . . .                  407                  492
-------------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses                6,286                6,503
-------------------------------------------------------------------------------------------------------

OTHER INCOME:
  Service charges on deposit accounts . . . . . . . . . . . .                  713                  590
  Loan servicing fees . . . . . . . . . . . . . . . . . . . .                  184                  189
  Increase in value of bank owned life insurance. . . . . . .                  144                  142
  Net gain on sales of securities . . . . . . . . . . . . . .                  569                  523
  Net gain on sales of loans and foreclosed real estate . . .                  249                  332
  Other charges, commissions & fees . . . . . . . . . . . . .                  386                  363
-------------------------------------------------------------------------------------------------------
          Total other income. . . . . . . . . . . . . . . . .                2,245                2,139
-------------------------------------------------------------------------------------------------------

OTHER EXPENSES:
  Salaries and employee benefits. . . . . . . . . . . . . . .                3,584                3,303
  Building occupancy. . . . . . . . . . . . . . . . . . . . .                  789                  755
  Data processing expenses. . . . . . . . . . . . . . . . . .                  703                  637
  Professional and other services . . . . . . . . . . . . . .                  493                  580
  Amortization of intangible asset. . . . . . . . . . . . . .                  167                  168
  Other expenses. . . . . . . . . . . . . . . . . . . . . . .                1,161                1,373
-------------------------------------------------------------------------------------------------------
          Total other expenses. . . . . . . . . . . . . . . .                6,897                6,816
-------------------------------------------------------------------------------------------------------

Income before income taxes. . . . . . . . . . . . . . . . . .                1,634                1,826
Provision for income taxes. . . . . . . . . . . . . . . . . .                  429                  484
-------------------------------------------------------------------------------------------------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . .  $             1,205  $             1,342
=======================================================================================================

     NET INCOME PER SHARE - BASIC . . . . . . . . . . . . . .  $              0.50  $              0.55
                                                               ===================  ===================
     NET INCOME PER SHARE - DILUTED . . . . . . . . . . . . .  $              0.49  $              0.54
                                                               ===================  ===================
     DIVIDENDS PER SHARE. . . . . . . . . . . . . . . . . . .  $              0.30  $              0.30
                                                               ===================  ===================
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, 2004
                                   (unaudited)
                                                                                     Accumulated
                                                           Additional                 Other Com-
                                                             Paid in     Retained     prehensive
                                       Shares     Amount     Capital     Earnings     Income (Loss)
----------------------------------------------------------------------------------------------------
(Dollars  in  thousands,  except  per  share  data)
BALANCE, DECEMBER 31, 2003. . . . . . .  2,919     $29       $7,225       $20,747       $ 364
Comprehensive income
Net income. . . . . . . . . . . . . .                                    .  1,205
Other comprehensive income, net of tax
Unrealized net losses on securities .                                                .   (681)
Total Comprehensive income
ESOP shares earned. . . . . . .                      . . . .     65
Stock option exercised. . . . . . . . .     16       0          125
Dividends declared ($.3025 per share) .                                      (580)
----------------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2004 . . . . . .  2,935     $29       $7,415       $21,372       $(317)
====================================================================================================
Unearned
                                          ESOP    Treasury
                                          Shares   Stock     Total
-------------------------------------------------------------------
BALANCE, DECEMBER 31, 2003. . . . . . .  $  (78)  $(6,502)  $21,785
Comprehensive income
Net income. . . . . . . . . . . . . .                     .   1,205
Other comprehensive income, net of tax
Unrealized net losses on securities .                     .   (681)
                                                              -----
Total Comprehensive income                                     524
ESOP shares earned. . . . . . . . . . .      34                 99
Stock option exercised. . . . . . . . .                        125
Dividends declared ($.3025 per share) .                       (580)
-------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2004 . . . . . .  $  (44)  $(6,502)  $21,953
===================================================================
PATHFINDER BANCORP, INC.
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                       NINE MONTHS ENDED SEPTEMBER 30, 2003
                                   (unaudited)
                                                                                     Accumulated
                                                           Additional                 Other Com-
                                                             Paid in     Retained     prehensive
                                       Shares     Amount     Capital     Earnings     Income (Loss)
----------------------------------------------------------------------------------------------------
(Dollars  in  thousands,  except  per  share  data)
BALANCE, DECEMBER 31, 2002. . . . . . .  2,915     $29       $7,114       $19,746       $ 281
Comprehensive income
Net income. . . . . . . . . . . . . .                                    .  1,342
Other comprehensive income (loss) net of tax
Unrealized net losses on securities .                                                .    (95)
Total Comprehensive income
ESOP shares earned. . . . . . .                      . . . .     53
Stock option exercised. . . . . . . . .      4       0           27
Treasury stock purchased
Dividends declared ($.30 per share) .                                        (567)
----------------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2003   . . . . .  2,919     $29       $7,194       $20,521       $ 186
====================================================================================================
Unearned
                                          ESOP    Treasury
                                          Shares   Stock     Total
-------------------------------------------------------------------
BALANCE, DECEMBER 31, 2002. . . . . . .  $ (124)  $(3,815)  $23,231
Comprehensive income
Net income. . . . . . . . . . . . . .                     .   1,342
Other comprehensive income, net of tax
Unrealized net losses on securities .                     .     (95)
                                                              ------
Total Comprehensive income                                    1,247
ESOP shares earned. . . . . . . . . . .      35                  88
Stock option exercised. . . . . . . . .                          27
Treasury stock purchased                           (2,652)   (2,652)
Dividends declared ($.30 per share)    .                       (567)
-------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2003 . . . . . .  $  (89)  $(6,467)  $21,374
===================================================================
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
                                      -4-
PATHFINDER BANCORP, INC.
                                    STATEMENTS OF CASH FLOWS
                                          (Unaudited)

                                                           September 30,    September 30,
                                                               2004             2003
------------------------------------------------------------------------------------------
(Dollars in thousands)

OPERATING ACTIVITIES:

  Net income . . . . . . . . . . . . . . . . . . . . . .  $        1,205   $        1,342
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Provision for loan losses. . . . . . . . . . . . . . .             407              492
  ESOP and other stock-based compensation earned . . . .              99               88
  Deferred income tax expense. . . . . . . . . . . . . .              60              182
  Proceeds from sale of loans. . . . . . . . . . . . . .          10,885           14,846
  Originations of loans held-for-sale. . . . . . . . . .          (8,430)         (15,236)
  Net gain on sales of:
    Real estate loans through foreclosure. . . . . . . .             (79)            (145)
    Loans. . . . . . . . . . . . . . . . . . . . . . . .            (170)            (187)
    Available-for-sale investment securities . . . . . .            (569)            (523)
  Depreciation . . . . . . . . . . . . . . . . . . . . .             434              393
  Amortization of intangible . . . . . . . . . . . . . .             167              167
  Amortization of deferred financing costs . . . . . . .              23               23
  Amortization of mortgage servicing rights. . . . . . .              32              (57)
  Increase in value of bank owned life insurance . . . .            (144)            (142)
  Net amortization of premiums on investment securities.             256              180
  Increase in interest receivable. . . . . . . . . . . .            (232)             (59)
  Net change in other assets and liabilities . . . . . .            (853)             963
------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES. . . . . . . .           3,091            2,327
------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Purchase of investment securities available-for-sale .         (31,459)         (23,188)
  Proceeds from maturities and principal reductions of
    investment securities available-for-sale . . . . . .           7,134           17,172
  Proceeds from sales:
    Real estate acquired through foreclosure . . . . . .             352            1,718
    Available-for-sale investment securities . . . . . .           6,353            6,024
  Purchase of bank owned life insurance. . . . . . . . .          (1,100)               -
  Net decrease (increase) in loans . . . . . . . . . . .             376          (14,565)
  Purchase of premises and equipment . . . . . . . . . .            (980)          (1,220)
------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES. . . . . . . . . .         (19,324)         (14,059)
------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Net increase in demand deposits, NOW accounts
    savings accounts, money market deposit accounts
    and escrow deposits. . . . . . . . . . . . . . . . .          30,498           10,862
  Net decrease in time deposits. . . . . . . . . . . . .            (661)          (3,290)
  Net (decrease) increase from short-term borrowings . .          (2,100)           4,500
  Payments on long-term borrowings . . . . . . . . . . .          (4,500)          (8,000)
  Proceeds from long-term borrowings . . . . . . . . . .           1,000            5,700
  Proceeds from exercise of stock options. . . . . . . .             125               27
  Cash dividends paid. . . . . . . . . . . . . . . . . .            (414)            (566)
  Treasury stock purchased . . . . . . . . . . . . . . .               -           (2,652)
------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . . .          23,948            6,581
------------------------------------------------------------------------------------------

  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . .           7,715           (5,151)
 Cash and cash equivalents at beginning of period. . . .           8,714           13,740
------------------------------------------------------------------------------------------
  CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . .  $       16,429   $        8,589
==========================================================================================
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, 2003 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 and nine months ended September 30, 2004
     are  not necessarily indicative of the results that may be expected for the
     year  ending  December  31,  2004.

(2)  EARNINGS  PER  SHARE

     Basic  earnings  per  share has been computed by dividing net income by the
     weighted  average  number of common shares outstanding throughout the three
     and  nine  months  ended  September  30, 2004 and 2003, using 2,438,796 and
     2,415,681  weighted  average common shares outstanding for the three months
     ended, and 2,433,264 and 2,426,206 for the nine months ended, respectively.
     Diluted  earnings  per  share for the three and nine months ended September
     30,  2004 and 2003 have been computed using 2,478,377 and 2,464,041 for the
     three  months  ended and 2,477,521 and 2,472,789 for the nine months ended,
     respectively.  Diluted  earnings per share gives effect to weighted average
     shares  that  would  be  outstanding  assuming the exercise of issued 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. Compensation expense for
     restricted  share  awards is ratably recognized over the period of vesting,
     usually  the restricted period, based on the fair value of the stock on the
     grant  date.

     As of December 31, 2003, the stock options previously issued by the Company
     were fully vested. As such, there was no effect on pro forma net income for
     2004. The following table illustrates the effect on net income and earnings
     per share for the three and nine month periods ended September 30, 2003, 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  the  three       For the  nine
                                                    Months ended        months ended
                                                September 30, 2003   September 30, 2003
                                                -------------------  -------------------
(In thousands, except per share data)
Net Income:
As reported. . . . . . . . . . . . . . . . . .  $               333  $             1,342
Less: Total stock-based employee compensation
expense determined under Black-Scholes option
pricing model, net of tax effect . . . . . . .                    7                   21
                                                -------------------  -------------------
Pro forma net income . . . . . . . . . . . . .  $               326  $             1,321
Earnings per share:                             Basic   Diluted        Basic   Diluted
--------------------------------------------------------------------------------------
As reported . .                           . .  $ 0.14  $   0.14       $ 0.55  $   0.54
Pro forma .                           . . . .  $ 0.13  $   0.13       $ 0.54  $   0.53
For  purposes  of  pro  forma  disclosures, the estimated fair value of the
     options  is  amortized  to  expense  over the options vesting period. 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.

(4)  PENSION  BENEFITS

     The  composition  of  net periodic benefit plan cost for the three and nine
     months  ended  September  30,  is  as  follows:
For  the  three       For the  nine
                                                    months ended         months ended
                                                    September 30,        September 30,
                                                    2004    2003          2004    2003
---------------------------------------------------------------------------------------
(In thousands)
Service cost. . . . . . . . .                    .  $  36   $  38        $ 122   $ 114
Interest cost . . . . . . . . .                        52      50          156     150
Expected return on plan assets.                       (63)    (57)        (189)   (171)
Amortization of net losses. . .                        23      27           71      79
---------------------------------------------------------------------------------------
Net periodic benefit cost . . .                     $  48   $  58        $ 160   $ 172
=======================================================================================
The  Company  previously disclosed in its financial statements for the year
     ended  December  31,  2003,  that it expected to contribute $250,000 to its
     pension  plan  in  2004.  As  of  September  30,  2004,  $278,000  had been
     contributed  to this pension plan. No additional contributions will be made
     in  2004.

(5)  DIVIDEND  RESTRICTIONS

     The  Company  maintains  a  restricted  capital account with a $1.0 million
     balance,  representing  Pathfinder  Bancorp,  M.H.C.'s portion of dividends
     waived  as  of  September  30,  2004.

(6)  COMPREHENSIVE  INCOME

     The components of other comprehensive (loss) income and related tax effects
     for  the  three and nine month period ended September 30, 2004 and 2003 are
     as  follows:
                                      -7-
For  the  three    For the  nine
                                         Months ended      months ended
                                         September 30,      September 30,
                                         2004     2003     2004     2003
-------------------------------------------------------------------------
(In thousands)
Gross change in unrealized gains on
  securities available for sale. . . .  $1,316   $(682)  $  (567)  $ 365
Reclassification adjustment for gains
  included in net income . . . . . . .     (85)     (2)     (569)   (523)
-------------------------------------------------------------------------
                                         1,231    (684)   (1,136)   (158)
Tax effect . . . . . . . . . . . . . .    (492)    277       455      63
-------------------------------------------------------------------------
Net of tax amount. . . . . . . . . . .  $  739   $(407)  $  (681)  $ (95)
=========================================================================
(7)  GUARANTEES

     The  Company  does  not  issue  any guarantees that would require liability
     recognition  or  disclosure,  other  than  its  standby  letters of credit.
     Standby letters of credit written are conditional commitments issued by the
     Company  to  guarantee  the  performance  of  a  customer to a third party.
     Generally,  all letters of credit, when issued have expiration dates within
     one  year.  The  credit  risk  involved  in  issuing  letters  of credit is
     essentially  the  same  as  those  that  are  involved  in  extending  loan
     facilities  to  customers.  The Company, generally, holds collateral and/or
     personal  guarantees  supporting  these  commitments.  The Company had $1.1
     million  of  standby letters of credit as of September 30, 2004. Management
     believes that the proceeds obtained through a liquidation of collateral and
     the  enforcement  of  guarantees would be sufficient to cover the potential
     amount  of  future payment required under the corresponding guarantees. The
     current  amount  of  the  liability as of September 30, 2004 for guarantees
     under  standby  letters  of  credit  issued  is  not  material.

(8)  NEW  ACCOUNTING  PRONOUNCEMENTS

     In  January  2003,  the  Financial  Accounting  Standards Board issued FASB
     Interpretation  No.  46,  "Consolidation  of Variable Interest Entities, an
     Interpretation  of  ARB  No.  51"  which was revised in December 2003. This
     Interpretation provides guidance for the consolidation of variable interest
     entities  (VIEs).  Pathfinder  Statutory  Trust  I  qualifies as a variable
     interest  entity  under  FIN  46.  Pathfinder  Statutory  Trust  I  issued
     mandatorily redeemable preferred securities (Trust Preferred Securities) to
     third-party  investors  and  loaned the proceeds to the Company. Pathfinder
     Statutory  Trust  I holds, as it sole asset, subordinated debentures issued
     by  the  Company.

     FIN  46  required the Company to deconsolidate Pathfinder Statutory Trust I
     from  the consolidated financial statements as of March 31, 2004. There has
     been  no  restatement  of prior periods. The impact of this deconsolidation
     was to increase junior subordinated debentures by $5,155,000 and reduce the
     mandatory  redeemable  preferred  securities line item by $5,000,000, which
     represented  the  trust  preferred  securities  of the trust. The Company's
     equity  interest  in the trust subsidiary of $155,000, which had previously
     been  eliminated  in  consolidation, is now reported in "Other assets". For
     regulatory reporting purposes, the Federal Reserve Board has indicated that
     the preferred securities will continue to qualify as Tier 1 Capital subject
     to  previously  specified  limitations, until further notice. If regulators
     make  a  determination  that  Trust  Preferred  Securities can no longer be
     considered  in  regulatory  capital, the securities become callable and the
     Company  may  redeem them. The adoption of FIN 46 did not have an impact on
     the  Company's  results  of  operations  or  liquidity.

                                      -8-
In  March  2004, the Emerging Issues Task Force (EITF) reached consensus on
     Issue  03-01,  "The  Meaning  of  Other-Than-Temporary  Impairment  and Its
     Application  to  Certain Investments." EITF No. 03-01 includes new guidance
     for  evaluating  and  recording  impairment  losses  on  debt  and  equity
     investments,  as  well  as new disclosure requirements for investments that
     are  deemed to be temporarily impaired. The accounting guidance of EITF No.
     03-01  is  effective  for fiscal years beginning after June 15, 2004, while
     the  disclosure  requirements  are  effective for fiscal years ending after
     June  15, 2004. The Company has not yet determined the impact that adoption
     will  have on its financial position or results of operations as the impact
     is  heavily  dependent  on  the  interest  rate  environment at the date of
     adoption  and pending implementation guidance from the Financial Accounting
     Standards  Board.

                                      -9-
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

GENERAL

Throughout  the  Management's  Discussion  and  Analysis ("MD&A") 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. represent wholly owned subsidiaries of
Pathfinder  Bank.  Pathfinder  Statutory  Trust  I  is  not  included  in  the
consolidated  financial  statements  for the period ended September 30, 2004. At
September  30,  2004,  Pathfinder  Bancorp, M.H.C., the Company's mutual holding
company  parent, whose activities are not included in the M.D.& A held  64.7% of
the  Company's  common  stock  and  the  public  held  35.3%.

The  following discussion reviews the Company's financial condition at September
30,  2004  and  the  results  of  operations for the three and nine months ended
September  30,  2004  and  September  30,  2003.

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.

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 foreclosed 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.

                                      -10-
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 2003 Annual
Report  on Form 10-K ("the Consolidated Financial Statements").  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  balance  sheet.  Note  1  to  the  Consolidated Financial
Statements  describes  the  methodology used to determine the allowance for loan
losses,  and  a  discussion  of the factors driving changes in the amount of the
allowance  for  loan  losses  is  included  in  this  report.

The  Company  carries  all  of its investments at fair value with any unrealized
gains  or  losses  reported net of tax as an adjustment to shareholders' equity.
Based  on  management's  assessment,  at September 30, 2004, the Company did not
hold any security that had a fair value decline that is currently expected to be
other  than temporary.  Consequently, any declines in a specific security's fair
value  below  amortized cost have not been provided for in the income statement.
The  Company's  ability  to fully realize the value of its investment in various
securities,  including corporate debt securities, is dependent on the underlying
creditworthiness  of  the  issuing  organization.
                                      -11-
RESULTS  OF  OPERATIONS

Net  income for the third quarter of 2004 was $360,000 as compared to net income
of  $333,000  for  the same quarter in 2003.  Basic earnings per share was $0.15
and  $0.14  per  share  for  the  quarters  ended  September  30, 2004 and 2003,
respectively.  The  return  on average assets and return on shareholders' equity
were  0.48%  and  6.62%,  respectively, for the three months ended September 30,
2004,  compared  with  0.47% and 6.29%, respectively, for the three months ended
September 30, 2003.  During the third quarter of 2004 when compared to the third
quarter  of  2003, other income increased $114,000 and provision for loan losses
decreased  $14,000,  partially  offset  by  a decrease in net interest income of
$46,000  and  an  increase  in  other  expenses  of  $46,000.

For  the  nine  months  ended September 30, 2004, net income was $1.2 million, a
decrease of $137,000, or 10%, as compared to net income of $1.3 million in 2003.
The  decrease  in net income was primarily a result of a decline in net interest
income  of  $302,000, partially offset by declines in provisions for loan losses
and income taxes.  Basic earnings per share decreased to $0.50 per share for the
nine  months  ended  September  30, 2004 from $0.55 for the same period in 2003.
The  return  on average assets and return on shareholders' equity were 0.54% and
7.40%,  respectively for the nine months ended September 30, 2004, compared with
0.63%  and  8.47%  for  the  same  period  in  2003.

NET  INTEREST  INCOME

Net  interest  income  is  the  Company's primary source of operating income for
payment  of  operating expenses and providing for loan losses.  It is the amount
by  which  interest  earned  on  interest-earning deposits, loans and investment
securities,  exceeds  the  interest  paid on deposits and other interest-bearing
liabilities.  Changes  in  net  interest  income  and  net interest margin ratio
result  from  the  interaction  between  the  volume  and composition of earning
assets,  interest-bearing  liabilities,  related  yields  and associated funding
costs.

Net  interest  income,  on  a  tax-equivalent basis, decreased slightly to  $2.2
million  for  the  three  months  ended  September 30, 2004, as compared to $2.3
million during the same period of 2003.  The Company's net interest margin ratio
for the third quarter of 2004 decreased to 3.28% from 3.63% when compared to the
same  quarter  in  2003.  Management  expects  continued  margin  compression to
challenge earnings growth over the near term. The decline in net interest income
is  attributable  to  lower  market interest rates which decreased earning asset
yields  to  5.33%  from  5.91%  when  compared  to  the same period during 2003.
Average  interest-earning  assets  increased  8%  to $271.6 million at September
30,  2004  as compared  to $250.5  million at September 30, 2003.  The  increase
in  average  earning  assets  is  primarily  attributable  to  a  $22.3  million
increase  in  investment  securities  and  a  $4.9  million  increase  in
interest-earning  deposits,  offset  by  a  $6.1  million  decrease  in  loans
receivable.  Average  interest-bearing  liabilities  increased  $17.5  million,
while  the  cost of funds decreased 22 basis points to 2.16% from 2.38% for  the
same  period  in  2003.  The  increase  in  the  average  balance  of
interest-bearing  liabilities  resulted primarily from a $25.6 million growth in
average  deposits,  offset  by  a  $8.1 million decrease in borrowed funds.  The
growth  in  deposits was primarily in NOW accounts and money management accounts
and  resulted  from  the  Company's  focus on attracting new  municipal  deposit
customers.

For  the  nine  months  ended  September  30,  2004,  net  interest income, on a
tax-equivalent  basis, decreased $297,000, or 4%, as compared to the same period
during  2003.  Net  interest  margin  decreased  40  basis  points,  to 3.29% at
September  30,  2004  from 3.69% at September 30, 2003. Average interest-earning
assets  increased  7%  to  $274.2  million at September 30, 2004 as compared  to
$255.4  million  at  September  30,  2003,  while  the yield on interest earning
assets  declined 76 basis points to 5.31% from 6.07% for the comparable periods.
The  increase  in  average  earning  assets is primarily attributable to a $15.4
million  increase  in  investment  securities  and  a  $4.3  million increase in
interest-earning  deposits,  partially  offset  by  a $949,000 decrease in loans
receivable.  Average  interest-bearing  liabilities  increased  $9.6  million,
while  the  cost of funds decreased 32 basis points to 2.18% from 2.50% for  the
same  period  in  2003.  The  increase  in  the  average  balance  of
interest-bearing  liabilities  resulted primarily from a $14.9 million growth in
average  deposits,  offset  by  a  $5.3  million  decrease  in  borrowed  funds.
                                      -12-
INTEREST  INCOME

Total  interest  income,  on  a  tax-equivalent  basis,  for  the  quarter ended
September  30,  2004 decreased $78,000, or 2%, to $3.6 million from $3.7 million
at  the quarter ended September 30, 2003.  Average loans decreased $6.1 million,
with  yields  declining  37 basis points to 6.19% for the third quarter of 2004.
Average  commercial loans decreased $469,000, and experienced an increase in the
average  tax-equivalent yield of 124 basis points, to 5.53% from 4.29%, in 2003.
The  increase  in the yield on commercial loans was affected, in part, by higher
yielding  alternative  loans  replacing the lower yielding municipal loans which
paid down in August of 2003.  The average balance of loans to municipal entities
for the third quarter of 2004 was $2.7 million, compared to $4.2 million for the
same period in 2003. The Company's residential mortgage loan portfolio decreased
$8.4 million, or 6%, when comparing the third quarter of 2004 to the same period
in 2003.  The average yield on the residential mortgage loan portfolio decreased
39  basis points to 5.96% in 2004 from 6.35% in 2003.  New loans were originated
at lower rates than in the prior period and a large volume of existing mortgages
had  their  rates  modified  downward  or  were  refinanced  at lower rates.  An
increase  in  the  average  balance  of  consumer loans of $1.9 million, or 12%,
resulted  from  an increase in home equity loans. The average yield declined 141
basis  points,  to  6.75%  from  8.16%  in  2003.

Average  investment  securities  (taxable  and tax-exempt) for the quarter ended
September  30,  2004  increased  by $22.3 million, compared to the same period a
year ago, with an increase in tax-equivalent interest income from investments of
$176,000,  or  34%,  compared  to 2003.  The average tax-equivalent yield of the
portfolio  declined  17  basis points, to 3.58% from 3.75%.  The increase in the
average  balance  of investment securities is reflective of the expanded deposit
growth  with  local  municipalities.  Investment  securities  purchased  in 2004
pledged  against  municipal  deposits  had  an  average  yield  of  3.34%.

Total  interest  income,  on  a  tax-equivalent basis, for the nine months ended
September  30,  2004 decreased $712,000, or 6%, when compared to the nine months
ended  September  30,  2003.  Average  loans  decreased  $949,000,  with  yields
declining  51  basis  points  to  6.29%  from  6.80%.  Average  commercial loans
increased  $3.9  million,  while  the  yield  decreased  to  4.84% from 5.48% at
September  30,  2003.

For  the  nine  months  ended September 30, 2004, tax-equivalent interest income
from investment securities increased $32,000, or 2%, compared to the same period
in  2003.   The  average tax-equivalent yield of the portfolio declined 76 basis
points,  to  3.38%  from 4.14% and was offset by a $15.4 million increase in the
average  balance  of  investment  securities.

INTEREST  EXPENSE

Total  interest  expense  remained  relatively  constant at $1.4 million for the
three  months  ended  September  30,  2004, when compared to the same quarter in
2003.  Deposit  expense  for the comparable periods increased $36,000, or 4%, as
the  average  rate paid on higher earning money management accounts increased 34
basis  points  to 1.37% in 2004 from 1.03% in 2003, combined with an increase in
the  average  balance of money management accounts to $42.9 million in 2004 from
$21.3  million in 2003.  The cost of other interest-bearing deposits declined 18
basis  points,  to  1.78%  from  1.96%,  and  was  offset by an increase of $4.0
million,  or  2%,  in the average balance of these deposits. Interest expense on
borrowings  also  decreased  by  $72,000,  or  13%,  from  the  prior  period.

For  the  nine  months  ended  September  30,  2004,  interest expense decreased
$415,000,  or 9%, to $4.1 million from $4.6 million for the same period in 2003.
This  decrease  was  partially offset by a $14.9 million increase in the average
balance  of  deposits.  Deposit  expense  for  the  comparable  periods declined
$204,000,  or  7%, as the average rate on deposits decreased 27 basis points, to
1.71%  from  1.98%.  Interest  expense  on borrowings declined 9 basis points to
4.46%  from  4.55%.
                                      -13-
PROVISION  FOR  LOAN  LOSSES

The  provision  for  loans  losses was $112,000 for the third quarter of 2004 as
compared to $126,000 for the same period in 2003.  The decrease in the provision
for the quarter primarily resulted from a decrease in commercial charge-offs for
the period.  Non-performing loans totaled $3.0 million at September 30, 2004 and
December  31,  2003.  Allowance  for  loan  losses,  as  a  percentage of loans,
increased  slightly  to  1.00%  at  September  30,  2004 compared to 0.91% as of
December  31,  2003.

For  the nine months ended September 30, 2004, the provision for loan losses was
$407,000  as  compared  to  $492,000  for  the  same  period  in  2003.

OTHER  INCOME

The  Company's  other  income  is primarily comprised of fees on deposit account
balances  and  transactions,  loan  servicing,  commissions,  and  net  gains on
securities,  loans  and  foreclosed  real  estate.

The  following  table  sets  forth  certain  information on other income for the
periods  indicated:
Three Months Ended              Nine Months Ended
                                                              September 30,                  September 30,
                                                    2004   2003         Change        2004     2003      Change
------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
Service charges on deposit accounts. . . . . . . .  $ 251  $ 213  $    38     17.8%  $  713  $   590  $123    20.8%
Loan servicing fees. . . . . . . . . . . . . . . .     66     62        4      6.5%     184      189    (5)   -2.6%
Increase in value of bank owned life insurance . .     48     57       (9)   -15.8%     144      142     2     1.4%
Net gain on sales of loans/foreclosed real estate.    128    153      (25)   -16.3%     249      332   (83)  -25.0%
Other chrges, commissions and fees . . . . . . . .    137    114       23     20.2%     386      363    23     6.3%
------------------------------------------------------------------------------------------------------------------
Core other income. . . . . . . . . . . . . . . . .    630    599       31      5.2%   1,676    1,616    60     3.7%
Net gain on sales of securities. . . . . . . . . .     85      2       83   4150.0%     569      523    46     8.8%
------------------------------------------------------------------------------------------------------------------
Total other income . . . . . . . . . . . . . . . .  $ 715  $ 601  $   114     19.0%  $2,245  $ 2,139  $106     5.0%
===================================================================================================================
For  the  three  months  ended  September  30, 2004, core other income increased
$31,000,  or  5%,  when compared with the three months ended September 30, 2003.
Income on service charges on deposit accounts increased as the number of deposit
accounts  increased.  The  increase in other operating income primarily resulted
from  fees  associated  with  ATM  and  debit cards usage.  These increases were
partially offset by a decrease in the net gain on sale of loans to the secondary
market  in  comparable  quarters.

For  the nine months ended September 30, 2004, the increase in core other income
primarily  due  resulted  from increased income generated from deposit accounts.
This  increase  was partially offset by a decrease in net gains on sale of loans
and  foreclosed  real  estate.

The increase in the net gain on sales of investment securities for the three and
nine  months  ended  September 30, 2004, was the result of gains associated with
the  sale  of  corporate  stock,  corporate  bonds  and municipal bonds in 2004.

                                      -14-
OTHER  EXPENSES

The  following  table  sets  forth  certain information on other expense for the
quarters  indicated:
Three Months Ended              Nine Months Ended
                                            September 30,                    September 30,
                                     2004    2003        Change        2004    2003      Change
--------------------------------------------------------------------------------------------------
(Dollars in thousands)
Salaries and employee benefits . .   1,201   1,107       94     8.5%   3,584    3,303    281     8.5%
Building occupancy . . . . . . . .     255     249        6     2.4%     789      755     34     4.5%
Data processing expenses . . . . .     249     221       28    12.7%     703      637     66    10.4%
Professional and other services. .     165     223      (58)  -26.0%     493      580    (87)  -15.0%
Amortization of intangible assets.      55      55        -     0.0%     167      168     (1)   -0.6%
Other expenses . . . . . . . . . .     395     419      (24)   -5.7%   1,161    1,373   (212)  -15.4%
-----------------------------------------------------------------------------------------------------
Total other expenses . . . . . . .  $2,320  $2,274  $    46     2.0%  $6,897  $ 6,816  $  81     1.2%
=====================================================================================================
Total other expenses increased $46,000 and $81,000 for the three and nine months
ended September 30, 2004 and 2003, respectively.  Salaries and employee benefits
increased  as  a  result  of  increased  pension  and health insurance costs and
overall personnel costs due to increased staffing. The Company had 106 full time
equivalent  employees  at  September  30,  2004 compared to 104 at September 30,
2003.  The  increase  in data processing charges was due to depreciation expense
resulting  from  system  hardware and software acquisitions, charges relating to
internet banking and increased ATM servicing charges. Building occupancy expense
increases  primarily resulted from depreciation expenses associated with the new
Fulton  branch, which opened in August of 2003. The decrease in professional and
other  services and other operating expenses primarily resulted from operational
costs  associated  with  a foreclosed real estate property in 2003 and personnel
realignment  expenses  in  2003,  not  recurring in 2004, a reduction in outside
mortgage  consulting fees, as the service was replaced by in-house personnel and
a  reduction  in  expenses  associated with the no cost closing loan program and
mortgage  recording  taxes,  as  new  loan  volume decreased from the comparable
period  of  2003.

INCOME  TAX  EXPENSE

Income  taxes  increased  $9,000  for  the  quarter  ended September 30, 2004 as
compared  to  the  same  period  in  2003, which was primarily attributable to a
increase  in  the Company's pre-tax income.  For the nine months ended September
30,  2004,  income  taxes  decreased $55,000 when compared to the same period in
2003,  which  was  primarily attributable to a decrease in the Company's pre-tax
income.  The  effective tax rate remained consistent at 26.3% for the first nine
months  of  2004,  compared  to  26.7%  for  the  year  ended December 31, 2003.

CHANGES  IN  FINANCIAL  CONDITION

ASSETS

Total  assets increased approximately $25.1 million, or 9%, to $303.0 million at
September  30,  2004,  from $277.9 million at December 31, 2003. The increase in
total assets was primarily the result of an increase in investment securities of
$17.4  million,  or  30%,  a  $7.7  million,  or  89%, increase in cash and cash
equivalents, a $1.2 million, or 28%, increase in bank owned life insurance and a
$1.7  million, or 96%, increase in other assets.  These increases were partially
offset  by  a  decrease  in  net  loans  of  $1.1 million, or 1%.  The growth in
investment  securities  was  primarily  funded  by  the  increase  in  municipal
deposits.  The increase in cash and cash equivalents was primarily the result of
the  increased  deposit  levels  and  loans  sales to the secondary market.  The
excess  liquidity  is  expected  to be invested primarily in the commercial real
estate  portfolio  and  investment  securities.  The increase in bank owned life
insurance was due to a $1.1 million purchase of life insurance policies relating
to  the  new  executives  and  directors  deferred  compensation  plan which was
effective  December  31,  2003.  The increase in other assets primarily resulted
from  an  increase  in the deferred tax asset relating to the unrealized gain on
investment  securities  and  increase  in  the  pension  asset.
                                      -15-
LIABILITIES

Total  liabilities  increased  $24.9  million,  or  10%,  to  $281.1  million at
September  30,  2004  from $256.2 million at December 31, 2003.  The increase in
liabilities  is  primarily  due  to  a  $27.5 million growth in interest-bearing
deposits  and  a  $2.4 million growth in noninterest-bearing deposits, partially
offset  by  a  $5.6  million decrease in borrowed funds.  The growth in deposits
primarily  resulted from the Company's focus on attracting new municipal deposit
customers.

LOAN  AND  ASSET  QUALITY  AND  ALLOWANCE  FOR  LOAN  LOSSES

The  following  table  represents information concerning the aggregate amount of
nonperforming  assets:
For the Period Ending
                                               September 30,   December 31,   September 30,
                                                    2004          2003           2003
-------------------------------------------------------------------------------------------
Nonaccrual loans:
Commercial. . . . . . . . . . . . . . . . . . . .  $2,135       $1,677          $1,662
Consumer. . . . . . . . . . . . . . . . . . . . .     117          172             102
Real estate -  Construction . . . . . . . . . . .       -          270               -
               Mortgage . .       . . . . . . . .     699          873             623
-------------------------------------------------------------------------------------------
Total nonaccrual loans. . . . . . . . . . . . . .   2,951        2,992           2,387
Loans past due 90 days or more and still accruing       -            -               -
-------------------------------------------------------------------------------------------
Total non-performing loans. . . . . . . . . . . .   2,951        2,992           2,387
Foreclosed real estate. . . . . . . . . . . . . .     247          202             362
-------------------------------------------------------------------------------------------
Total non-performing assets . . . . . . . . . . .   3,198        3,194           2,749
===========================================================================================
Non-performing loans to total loans . . . . . . .    1.57%       1.59%            1.23%
Non-performing assets to total assets . . . . . .    1.06%       1.15%            0.96%
-------------------------------------------------------------------------------------------
Total  nonperforming  loans and foreclosed real estate at September 30, 2004 has
remained  relatively  consistent  when  compared  to  December  31,  2003.
Nonperforming  loans  continue  to  be  addressed  primarily through foreclosure
proceedings.  Management believes that adequate reserves exist for any potential
losses  that  may  occur  from  the  remediation  process.

The  allowance  for loan losses at September 30, 2004 was $1.9 million, or 1.00%
of  period end loans, compared to $1.7 million, or 0.91% of period end loans, at
December  31,  2003.  The  increase  as  a  percentage of loans is primarily the
result  of  the  decline  in  gross  loans.

CAPITAL

Shareholders'  equity  increased  $168,000, or 1%, to $22.0 million at September
30,  2004.  The  increase  in  shareholders'  equity  primarily  resulted from a
$625,000  increase  in  retained  earnings and a $190,000 increase in additional
paid  in  capital,  partially offset by a $681,000 increase in accumulated other
comprehensive loss.  The Company added $1.2 million to retained earnings through
net  income  and  returned  $580,000  to  its  shareholders  in the form of cash
dividends.  The  Company's  mutual  holding  company parent, Pathfinder Bancorp,
M.H.C,  accepted  the  dividend  for the quarter ended September 30, 2004.  (See
Footnote  5).

Risk-based capital provides the basis for which all banks are evaluated in terms
of  capital  adequacy.  Capital  adequacy  is  evaluated primarily by the use of
ratios  which  measure  capital  against  total assets, as well as against total
                                      -16-
assets  that  are weighted based on defined risk characteristics.  The Company's
goal  is to maintain a strong capital position, consistent with the risk profile
of  its  subsidiary banks that supports growth and expansion activities while at
the same time exceeding regulatory standards.  At September 30, 2004, Pathfinder
Bank  exceeded  all  regulatory  required  minimum  capital  ratios  and met the
regulatory  definition  of  a  "well-capitalized"  institution,  i.e. a leverage
capital ratio exceeding 5%, a Tier 1 risk-based capital ratio exceeding 6% and a
total  risk-based  capital  ratio  exceeding  10%.

LIQUIDITY

Liquidity  management  involves  the  Company's  ability  to  generate  cash  or
otherwise  obtain  funds  at reasonable rates to support asset growth and reduce
assets  to  meet  deposit  withdrawals, to maintain reserve requirements, and to
otherwise  operate  the  Company  on  an  ongoing  basis.  The Company's primary
sources  of  funds  are deposits, borrowed funds, amortization and prepayment of
loans  and maturities of investment securities and other short-term investments,
and  earnings  and  funds  provided  from operations.  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-earning and other assets, which provide liquidity
to  meet  lending  requirements.

The  Company's liquidity has been enhanced by its membership in the Federal Home
Loan  Bank  of  New York, whose competitive advance programs and lines of credit
provide  the  Company  with  a safe, reliable and convenient source of funds.  A
significant  decrease  in  deposits  in  the  future could result in the Company
having  to  seek  other  sources  of funds for liquidity purposes.  Such sources
could  include,  but  are not limited to, additional borrowings, trust preferred
security  offerings,  brokered  deposits,  negotiated time deposits, the sale of
"available-for-sale"  investment  securities,  the sale of securitized loans, or
the  sale  of whole loans.  Such actions could result in higher interest expense
costs  and/or  losses  on  the  sale  of  securities  or  loans.

The  Asset  Liability  Management Committee (ALCO) of the Company is responsible
for  implementing  the  policies  and  guidelines for the maintenance of prudent
levels  of  liquidity.  As  of  September  30,  2004,  management  believes that
liquidity  as  measured  by  the  Company  is  in  compliance  with  its  policy
guidelines.

                                      -17-
ITEM  3  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

The  Company's  risk  of  loss arising from adverse changes in the fair value of
financial  instruments,  or  market risk, is composed primarily of interest rate
risk.  The  management  of  interest rate sensitivity seeks to avoid fluctuating
net  interest  margins  and  to  provide  consistent net interest income through
periods  of  changing  interest  rates.  The  primary objective of the Company's
asset-liability  management  activities is to maximize net interest income while
maintaining  acceptable  levels  of  interest  rate  risk.  The  Company  has an
Asset-Liability  Management  Committee  (ALCO)  which  is  responsible  for
establishing  policies  to  limit  exposure to interest rate risk, and to ensure
procedures  are  established  to  monitor  compliance with those policies. Those
procedures  include  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 and
capital.  The Company's Board of Directors reviews the guidelines established by
ALCO.

During the past three years, the Federal Reserve lowered interest rates thirteen
times  by  a  total  of  550  basis points.  These interest rate reductions have
caused  significant  repricing  of  the  bank's  interest-earning  assets  and
interest-bearing  liabilities.  Efforts  have been made to shorten the repricing
duration  of  its rate sensitive assets by purchasing investment securities with
maturities  within the next 3 to 5 years and promoting portfolio ARM (adjustable
rate  mortgage)  and hybrid ARM products.  In addition, the Company has extended
the  duration of its rate sensitive liabilities by lengthening the maturities of
its existing borrowings and offering certificates of deposit 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
instrument  to  the then prevailing rate for the certificate of deposit with the
same  term.

Since  June  of  2004, the Federal Reserve raised its key interest rate 75 basis
points.  Management  anticipates that the Federal Reserve will continue to raise
its  target interest rate over the foreseeable future.  Management will continue
to  seek  to minimize any reduction in net interest income in a period of rising
interest rates to the extent that it can resist raising its cost of funds during
this  period.  The  Company is continuing to explore transactions and strategies
to  both  increase  its net interest income and minimize its interest rate risk.

GAP  ANALYSIS.  At  September  30,  2004, the total interest bearing liabilities
maturing  or  repricing  within  one year exceeded total interest-earning assets
maturing  or  repricing  in  the  same  period  by $34.3 million, representing a
cumulative  one-year  gap  ratio  of  a  negative  11.30%.

EARNINGS  AT  RISK AND VALUE AT RISK.  Management believes the simulation of net
interest  income  (Earnings  at Risk) and net portfolio value (Value at Risk) in
different  interest  rate  environments  provides  a  more meaningful measure of
interest  rate  risk.  Income simulation analysis captures both the potential of
all  assets  and  liabilities to mature or reprice and the probability that they
will  do  so.  Income  simulation  also  attends  to  the relative interest rate
sensitivities  of  these  items,  and  projects  their behavior over an extended
period  of  time.  Finally,  income  simulation permits management to assess the
probable effects on the balance sheet not only of changes in interest rates, but
also  of  proposed  strategies  for  responding  to  them.  Net  portfolio value
represents  the  fair  value  of  net  assets (determined as the market value of
assets  minus  the  market  value  of  liabilities  using a discounted cash flow
technique).

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.  The  table  quantifies  the  changes  in  net  interest  income  and net
portfolio  value  to parallel shifts in the yield curve.  The column "Percentage
Change  in  Net  Interest Income" measures the change to the next twelve month's
projected  net  interest income, due to parallel shifts in the yield curve.  The
                                      -18-
column  "Percentage  Change  in  Net  Portfolio  Value"  measures changes in the
current  fair  value  of  assets and liabilities to parallel shifts in the yield
curve.  The  column  "NPV Capital Ratio" measures the ratio of the fair value of
net  assets  to the fair value of total assets at the base case and in 100 basis
point incremental interest rate shocks.  Currently, the Company's model projects
a  300 basis point increase and a 100 basis point decrease during the next year.
With  the federal funds rate at a record low, the Company's ALCO believed it was
a better measure of current risk assuming a minus 100 point scenario, as a minus
300 basis point reduction would be unlikely given that current short-term market
interest  rates  are  already  below  3.00%.  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.  The Company's current interest rate risk
exposure  is  within  those  guidelines  set  forth.
Change in    NPV
Interest   Capital   Earnings    Value
Rates       Ratio     at Risk   as Risk
 --------------------------------------
300 . . . 6.88%    -11.23%   -30.40%
   200 . . . 7.75%      7.28%   -19.65%
   100 . . . 8.56%      3.43%    -8.90%
     0       9.87%      ----      ----
  -100. . .  9.23%      1.56%     2.46%
-19-
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 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.

                                      -20-
PART  II  -  OTHER  INFORMATION

ITEM  1  -  LEGAL  PROCEEDINGS
------------------------------

None

ITEM  2  -  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS
-------------------------------------------------------------------------------

None

ITEM  3  -  DEFAULTS  UPON  SENIOR  SECURITIES
----------------------------------------------

None

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
-----------------------------------------------------------------------

None

ITEM  5  -  OTHER  INFORMATION
------------------------------

None

ITEM  6  -  EXHIBITS
--------------------

Exhibit  No.          Description
------------          -----------

31.1     Rule 13a-14(a) / 15d-14(a) Certification of the Chief Executive Officer
31.2     Rule 13a-14(a) / 15d-14(a) Certification of the Chief Financial Officer
32.1     Section 1350 Certification of the Chief Executive and Chief Financial
         Officer

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.
     --------------------------

November  12,  2004           /s/  Thomas  W.  Schneider
                              --------------------------
Date:                         Thomas  W.  Schneider
                              President,  Chief  Executive  Officer

November  12,  2004           /s/  James  A.  Dowd
                              -------------------
Date:                        James  A.  Dowd
                             Vice  President,  Chief  Financial  Officer

                                      -21-
EXHIBIT  31.1

     Rule 13a-14(a) / 15d-14(a) Certification of the Chief Executive Officer

                    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 the September 30, 2004 quarterly report on Form 10-Q of
Pathfinder  Bancorp,  Inc.;

2.     Based  on my knowledge, this 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 report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information included in this 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  report;

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

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, 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 report is being prepared;
     (b)  Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     (c)  Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors:

     (a)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and
(b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.

November  12,  2004         /s/  Thomas  W.  Schneider
                            --------------------------
Date                        Thomas  W.  Schneider
                            President  and  Chief  Executive  Officer
EXHIBIT  31.2

     Rule 13a-14(a) / 15d-14(a) Certification of the Chief Financial Officer

                    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 the September 30, 2004 quarterly report on Form 10-Q of
Pathfinder  Bancorp,  Inc.;

2.     Based  on my knowledge, this 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 report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information included in this 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  report;

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

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, 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 report is being prepared;
     (b)  Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     (c)  Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

5.     The  registrant's other certifying officer and I have disclosed, based on
our  most recent evaluation of internal control over financial reporting, to the
registrant's  auditors  and  the  audit  committee  of the registrant's board of
directors:
     (a)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and
     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.
November  12,  2004         /s/  James  A.  Dowd
                            --------------------
Date                        James  A.  Dowd
                            Vice  President  and  Chief  Financial  Officer
EXHIBIT  32.1

  Section 1350 Certification of the Chief Executive and Chief Financial Officer

                            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,  2004  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 of the
Company.

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  12,  2004          /s/  Thomas  W.  Schneider
-------------------          --------------------------
Date                         Thomas  W.  Schneider
                             President  and  Chief  Executive  Officer

November  12,  2004         /s/  James  A.  Dowd
-------------------         --------------------
Date                        James  A.  Dowd
                            Vice  President  and  Chief  Financial  Officer