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, 2002


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


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


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


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


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


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

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


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

     Indicate  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:  There were 2,607,513 shares
of  the  Company's  common  stock  outstanding  as  of  November  8,  2002.

<PAGE>
                            PATHFINDER BANCORP, INC.
                                      INDEX


PART  1.     FINANCIAL  INFORMATION                         PAGE

Item  1.     Financial  Statements

-     Consolidated  Balance  Sheets                    1
-     Consolidated  Statements  of  Income               2  -  3
-     Consolidated  Statements  of  Shareholders'  Equity     4
-     Consolidated  Statements  of  Cash  Flow               5
-     Notes  to  Consolidated  Financial  Statements          6  -  8

Item  2.     Management's  Discussion  and Analysis of Financial          9 - 15
          Condition  and  Results  of  Operations

Item  3.     Quantitative  and Qualitative Disclosure about Market Risk     16 -
18

Item  4.     Controls  and  Procedures


PART  II     OTHER  INFORMATION                              19  -  22

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




SIGNATURES
<PAGE>

<TABLE>
<CAPTION>
PATHFINDER  BANCORP, INC.
CONSOLIDATED STATEMENTS OF CONDITION
SEPTEMBER 30, 2002 (UNAUDITED) AND DECEMBER 31, 2001





                                                                                           September     December 31,
ASSETS                                                                                       2002            2001
---------------------------------------------------------------------------------------  -------------  --------------
<S>                                                                                      <C>            <C>
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  5,332,460   $   5,433,029
Interest earning deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,505,366       2,160,927
                                                                                         -------------  --------------
    Total cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . .    12,837,826       7,593,956
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    52,986,184      53,422,149
Mortgage loans held-for-sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,449,948       5,270,999
Loans:
   Real estate residential. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   123,652,296     116,101,197
   Real estate commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    31,941,902      30,454,798
   Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,952,844       3,353,133
   Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14,410,066      14,357,635
                                                                                         -------------  --------------
     Total Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   172,957,108     164,266,763
   Less: Allowance for loan losses. . . . . . . . . . . . . . . . . . . . . . . . . . .     1,680,427       1,679,215
                                                                                         -------------  --------------
     Loans receivable, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   171,276,681     162,587,548

Premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5,238,623       4,929,433
Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,468,124       1,465,347
Other real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,420,359         632,465
Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,341,854       2,341,854
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,164,050       6,270,671
                                                                                         -------------  --------------
     Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $258,183,649   $ 244,514,422
                                                                                         =============  ==============



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


Deposits:
  Interest bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $166,774,515   $ 156,553,658
  Non-interest bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13,044,610      13,035,489
                                                                                         -------------  --------------
     Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   179,819,125     169,589,147
Borrowed funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    46,644,000      49,440,500
Company obligated mandatorily redeemable preferred securities of subsidiary, Pathfinder
Statutory Trust I, holding solely junior subordinated debentures of the Company . . . .     5,000,000               0
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,489,348       3,300,026
                                                                                         -------------  --------------
     Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   234,952,473     222,329,673

Shareholders' equity:
   Preferred stock, authorized shares 1,000,000; no shares issued or outstanding
   Common stock, par value $.01 per share; authorized 10,000,000
     shares; 2,906,686 and 2,894,220 shares issued;  and 2,602,513 and 2,600,995
    shares outstanding 2002 and 2001, respectively. . . . . . . . . . . . . . . . . . .        29,067          28,942
   Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,050,534       6,917,817
   Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19,936,150      19,015,639
   Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . .       162,037          80,652
   Unearned ESOP shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (131,588)       (173,142)
   Treasury Stock, at cost; 304,173 and 293,225 shares, respectively. . . . . . . . . .    (3,815,024)     (3,685,159)
                                                                                         -------------  --------------
     Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23,231,176      22,184,749
                                                                                         -------------  --------------

     Total liabilities and shareholders' equity . . . . . . . . . . . . . . . . . . . .  $258,183,649   $ 244,514,422
                                                                                         =============  ==============
</TABLE>


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

<PAGE>
<TABLE>
<CAPTION>

                                   PATHFINDER  BANCORP, INC.
                               CONSOLIDATED STATEMENTS OF INCOME
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
                                          (UNAUDITED)



                                                               September 30,    September 30,
                                                                    2002            2001
                                                               --------------  ---------------
<S>                                                            <C>             <C>
INTEREST INCOME:
  Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    3,191,513  $    3,133,892
  Interest and dividends on investments:
    U.S. Treasury and agencies. . . . . . . . . . . . . . . .          53,370          89,132
    State and political subdivisions. . . . . . . . . . . . .          77,429          81,313
    Corporate obligations . . . . . . . . . . . . . . . . . .         279,202         373,385
    Marketable equity securities. . . . . . . . . . . . . . .          47,851          54,489
    Mortgage-backed securities. . . . . . . . . . . . . . . .         208,655         309,416
    Federal funds sold and interest-bearing deposits. . . . .          60,168          32,718
                                                               --------------  ---------------
       Total interest income. . . . . . . . . . . . . . . . .       3,918,188       4,074,345

INTEREST EXPENSE:
  Interest on deposits. . . . . . . . . . . . . . . . . . . .       1,139,458       1,544,769
  Interest on borrowed funds. . . . . . . . . . . . . . . . .         628,613         552,730
                                                               --------------  ---------------
       Total interest expense . . . . . . . . . . . . . . . .       1,768,071       2,097,499
                                                               --------------  ---------------

          Net interest income . . . . . . . . . . . . . . . .       2,150,117       1,976,846
  Provision for loan losses . . . . . . . . . . . . . . . . .         138,424          38,528
                                                               --------------  ---------------
          Net interest income after provision for loan losses       2,011,693       1,938,318
                                                               --------------  ---------------

OTHER INCOME:
  Service charges on deposit accounts . . . . . . . . . . . .         155,111         136,552
  Loan servicing fees . . . . . . . . . . . . . . . . . . . .          74,368          53,937
  Increase in value of bank owned life insurance. . . . . . .          43,582          61,868
  Net gain on securities, loans and other real estate . . . .           2,562         (39,682)
  Other charges, commissions & fees . . . . . . . . . . . . .          94,321         119,021
                                                               --------------  ---------------
          Total other income. . . . . . . . . . . . . . . . .         369,944         331,696
                                                               --------------  ---------------

OTHER EXPENSES:
  Salaries and employee benefits. . . . . . . . . . . . . . .         999,444         752,666
  Building occupancy. . . . . . . . . . . . . . . . . . . . .         184,435         190,391
  Data processing expenses. . . . . . . . . . . . . . . . . .         184,480         192,725
  Professional and other services . . . . . . . . . . . . . .         189,538         170,053
  Amortization of goodwill. . . . . . . . . . . . . . . . . .               -          78,939
  Other expenses. . . . . . . . . . . . . . . . . . . . . . .         354,535         304,842
          Total other expenses. . . . . . . . . . . . . . . .       1,912,432       1,689,616
                                                               --------------  ---------------

Income before income taxes. . . . . . . . . . . . . . . . . .         469,205         580,398
Provision for income taxes. . . . . . . . . . . . . . . . . .         120,379         137,415
                                                               --------------  ---------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . .  $      348,826  $      442,983
                                                               ==============  ===============


     NET INCOME PER SHARE - BASIC . . . . . . . . . . . . . .  $         0.11  $         0.17
                                                               ==============  ===============
     NET INCOME PER SHARE - DILUTED . . . . . . . . . . . . .  $         0.11  $         0.17
                                                               ==============  ===============
</TABLE>


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

<PAGE>
<TABLE>
<CAPTION>

                                   PATHFINDER BANCORP, INC.
                              CONSOLIDATED STATEMENTS OF INCOME
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
                                         (UNAUDITED)


                                                               September 30,   September 30,
                                                                    2002            2001
                                                               --------------  --------------
<S>                                                            <C>             <C>
INTEREST INCOME:
  Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    9,693,124  $    9,360,114
  Interest and dividends on investments:
    U.S. Treasury and agencies. . . . . . . . . . . . . . . .         117,884         327,472
    State and political subdivisions. . . . . . . . . . . . .         234,892         253,889
    Corporate obligations . . . . . . . . . . . . . . . . . .         906,951       1,165,198
    Marketable equity securities. . . . . . . . . . . . . . .         109,422         137,605
    Mortgage-backed securities. . . . . . . . . . . . . . . .         683,028       1,005,702
    Federal funds sold and interest-bearing deposits. . . . .          75,308          56,989
                                                               --------------  --------------
       Total interest income. . . . . . . . . . . . . . . . .      11,820,609      12,306,969

INTEREST EXPENSE:
  Interest on deposits. . . . . . . . . . . . . . . . . . . .       3,530,164       4,760,037
  Interest on borrowed funds. . . . . . . . . . . . . . . . .       1,757,076       1,827,401
                                                               --------------  --------------
       Total interest expense . . . . . . . . . . . . . . . .       5,287,240       6,587,438
                                                               --------------  --------------

          Net interest income . . . . . . . . . . . . . . . .       6,533,369       5,719,531
  Provision for loan losses . . . . . . . . . . . . . . . . .       1,208,005         578,739
                                                               --------------  --------------
          Net interest income after provision for loan losses       5,325,364       5,140,792
                                                               --------------  --------------

OTHER INCOME:
  Service charges on deposit accounts . . . . . . . . . . . .         451,819         392,418
  Loan servicing fees . . . . . . . . . . . . . . . . . . . .         198,109         126,154
  Increase in value of bank owned life insurance. . . . . . .         163,746         143,041
  Net gain on securities, loans and other real estate . . . .         754,575         429,144
  Other charges, commissions & fees . . . . . . . . . . . . .         319,451         323,810
                                                               --------------  --------------
          Total other income. . . . . . . . . . . . . . . . .       1,887,700       1,414,567
                                                               --------------  --------------

OTHER EXPENSES:
  Salaries and employee benefits. . . . . . . . . . . . . . .       2,733,986       2,239,876
  Building occupancy. . . . . . . . . . . . . . . . . . . . .         553,669         617,502
  Data processing expenses. . . . . . . . . . . . . . . . . .         585,874         566,881
  Professional and other services . . . . . . . . . . . . . .         595,215         525,577
  Amortization of goodwill. . . . . . . . . . . . . . . . . .               -         236,817
  Other expenses. . . . . . . . . . . . . . . . . . . . . . .       1,025,221         911,658
          Total other expenses. . . . . . . . . . . . . . . .       5,493,965       5,098,311
                                                               --------------  --------------

Income before income taxes. . . . . . . . . . . . . . . . . .       1,719,099       1,457,048
Provision for income taxes. . . . . . . . . . . . . . . . . .         452,911         391,435
                                                               --------------  --------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . .  $    1,266,188  $    1,065,613
                                                               ==============  ==============


     NET INCOME PER SHARE - BASIC . . . . . . . . . . . . . .  $         0.49  $         0.42
                                                               ==============  ==============
     NET INCOME PER SHARE - DILUTED . . . . . . . . . . . . .  $         0.48  $         0.41
                                                               ==============  ==============

</TABLE>


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

<PAGE>
<TABLE>
<CAPTION>

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


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

Comprehensive income:
  Net income . . . . . . . . . . . . . . . . . . . .                                      1,266,188
  Other comprehensive income, net of tax
     Unrealized gains on securities:
     Unrealized holding gains arising during period
     Reclassification adjustment for gains included
       in net income
  Other comprehensive income, before tax
  Income tax provision
  Other comprehensive income, net of tax
Comprehensive income:

ESOP shares earned . . . . . . . . . . . . . . . . .                            48,243
Stock option exercised . . . . . . . . . . . . . . .     12,466        125      84,474
Treasury stock purchased
Dividends declared ($.22 per share). . . . . . . . .                                        (345,677)
                                                      ----------------------------------------------
BALANCE, SEPTEMBER 30, 2002. . . . . . . . . . . . .  2,906,686   $ 29,067   $7,050,534   $19,936,150
                                                      ===============================================
</TABLE>


<TABLE>
<CAPTION>


                                                                        Accumulated
                                                                        Other Com-       Unearned
                                                       Comprehensive    prehensive        ESOP       Treasury
                                                       Income(Loss)       Income          Shares       Stock      Total
                                                      ---------------  ------------  ----------  ------------  -----------
<S>                                                   <C>              <C>           <C>         <C>           <C>
BALANCE, DECEMBER 31, 2001 . . . . . . . . . . . . .  $            -   $    80,652   $(173,142)  $(3,685,159)  $22,184,749

Comprehensive income:
  Net income . . . . . . . . . . . . . . . . . . . .       1,266,188                                             1,266,188
  Other comprehensive income, net of tax
     Unrealized gains on securities:
     Unrealized holding gains arising during period.         752,661
     Reclassification adjustment for gains included
       in net income . . . . . . . . . . . . . . . .        (617,320)
                                                      ---------------
  Other comprehensive income, before tax . . . . . .         135,341
  Income tax provision . . . . . . . . . . . . . . .         (53,956)
                                                      ---------------
  Other comprehensive income, net of tax . . . . . .          81,385        81,385                                  81,385
                                                      ---------------
Comprehensive income:. . . . . . . . . . . . . . . .       1,347,573
                                                      ===============

ESOP shares earned . . . . . . . . . . . . . . . . .                                     41,554                     89,797
Stock option exercised . . . . . . . . . . . . . . .                                                                84,599
Treasury stock purchased . . . . . . . . . . . . . .                                                (129,865)     (129,865)
Dividends declared ($.22 per share). . . . . . . . .                                                              (345,677)
                                                      ---------------
BALANCE, SEPTEMBER 30, 2002. . . . . . . . . . . . .  $            -   $   162,037   $(131,588)  $(3,815,024)   $23,231,176
                                                      ===============  ============  ==========  ============   ===========

</TABLE>


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

<PAGE>
<TABLE>
<CAPTION>

                                          PATHFINDER BANCORP, INC.
                                          STATEMENTS OF CASH FLOWS
                     For the nine months ended September 30, 2002 and September 30, 2001
                                                 (unaudited)


                                                              September 30,   September 30,
                                                                   2002            2001
                                                              --------------  --------------
OPERATING ACTIVITIES:
<S>                                                           <C>             <C>             <C>
  Net income . . . . . . . . . . . . . . . . . . . . . . . .      1,266,188       1,065,613
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Provision for loan losses. . . . . . . . . . . . . . . . .      1,208,005         578,739
  ESOP and other stock-based compensation earned . . . . . .         89,797          58,938
  Deferred income tax benefit. . . . . . . . . . . . . . . .       (139,214)       (201,213)
  Proceeds from sale of loans. . . . . . . . . . . . . . . .     15,873,671       9,257,819
  Originations of loans held-for-sale. . . . . . . . . . . .    (14,049,992)    (12,514,787)
  Realized loss/(gain) on:
    Sale of real estate loans through foreclosure. . . . . .          9,253          33,602
    Loans. . . . . . . . . . . . . . . . . . . . . . . . . .         (2,628)        (16,714)
    Available-for-sale investment securities . . . . . . . .       (617,320)       (446,229)
  Depreciation . . . . . . . . . . . . . . . . . . . . . . .        351,083         351,108
  Amortization of goodwill . . . . . . . . . . . . . . . . .              -         236,817
  Amortization of deferred financing costs . . . . . . . . .          1,312               -
  Increase in surrender value of life insurance. . . . . . .       (163,746)       (143,040)
  Net accretion of premiums and discounts
    on investment securities . . . . . . . . . . . . . . . .        (31,359)         (7,675)
  (Increase) decrease in interest receivable . . . . . . . .         (2,777)         50,660
  Net change in other assets and liabilities . . . . . . . .       (442,323)       (993,308)
NET CASH PROVIDED BY OPERATING ACTIVITIES. . . . . . . . . .      3,349,950      (2,689,670)
                                                              --------------  --------------

INVESTING ACTIVITIES
  Purchase of investment securities available-for-sale . . .     (9,915,570)     (1,823,332)
  Proceeds from maturities and principle reductions of
    investment securities available-for-sale . . . . . . . .      9,335,953       4,584,055
  Proceeds from sale:
    Real estate acquired through foreclosure . . . . . . . .        311,546         306,065
    Available-for-sale investment securities . . . . . . . .      1,799,602       5,372,845
  Net increase in loans. . . . . . . . . . . . . . . . . . .    (11,005,831)     (7,122,340)
  Purchase of premises and equipment . . . . . . . . . . . .       (660,273)       (300,240)
NET CASH USED IN INVESTING ACTIVITIES. . . . . . . . . . . .    (10,134,573)      1,017,053
                                                              --------------  --------------

FINANCING ACTIVITIES
  Net increase in demand deposits, NOW accounts
    savings accounts, money market deposit accounts
    and escrow deposits. . . . . . . . . . . . . . . . . . .      6,542,303       8,361,232
  Net increase (decrease) in time deposits . . . . . . . . .      3,687,675      (2,353,440)
  Net repayments from borrowings . . . . . . . . . . . . . .     (2,796,500)     (2,457,000)
  Proceeds from trust preferred obligation . . . . . . . . .      4,849,000               -
  Proceeds from exercise of stock options. . . . . . . . . .         84,599               -
  Cash dividends . . . . . . . . . . . . . . . . . . . . . .       (208,719)       (468,269)
  Treasury stock purchased . . . . . . . . . . . . . . . . .       (129,865)              -
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . . . . .     12,028,493       3,082,523
                                                              --------------  --------------

  INCREASE IN CASH AND CASH EQUIVALENTS. . . . . . . . . . .      5,243,870       1,409,906
 Cash and cash equivalents at beginning of period. . . . . .      7,593,956       4,155,343
  CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . .     12,837,826       5,565,249
                                                              ==============  ==============

CASH PAID DURING THE PERIOD FOR:
  Interest . . . . . . . . . . . . . . . . . . . . . . . . .      5,296,620       6,568,104
  Income taxes paid. . . . . . . . . . . . . . . . . . . . .        690,000         419,618

NON-CASH INVESTING ACTIVITY:
  Transfer of loans to other real estate . . . . . . . . . .      1,108,693         337,913
  Increase in unrealized gains and losses on
  available-for-sale investments securities. . . . . . . . .       (135,341)     (1,313,031)
  Securitization of loans and held as an investment security              -               -
NON-CASH FINANCING ACTIVITY:
  Dividends declared and unpaid. . . . . . . . . . . . . . .        208,201          69,068
</TABLE>


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


<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,
2001 and for the three year period then ended.  Therefore, only material changes
in  financial condition and results of operations are discussed in the remainder
of  part  1.

Operating  results for the three months and nine months ended September 30, 2002
are  not necessarily indicative of the results that may be expected for the year
ending  December  31,  2002.

2)     EARNINGS  PER  SHARE

Basic  earnings per share have been computed based upon net income for the three
months  and  nine  months  ended  September  30,  using  2,579,602 and 2,575,993
weighted  average common shares outstanding for 2002 and 2,567,722 and 2,565,364
for 2001.  Diluted earnings per share for the three months and nine months ended
September  30,  2002  and  2001,  has  been computed using 2,617,651, 2,622,160,
2,626,470 and 2,592,793 shares, respectively.  Dilutive earnings per share gives
effect  to  weighted  average  shares  which  would  be outstanding assuming the
exercise  of  issued  stock  options  using  the  treasury  stock  method.

3)  RECLASSIFICATIONS

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

4)  DIVIDEND  RESTRICTIONS

The  Company  maintains  a  restricted  capital account with a $443,000 balance,
representing  Pathfinder  Bancorp,  MHC's  portion  of  dividends  waived  as of
September  30,  2002.


5)      TRUST  PREFERRED  POOL  TRANSACTION

On  June  26,  2002,  the  Company  formed a wholly owned subsidiary, Pathfinder
Statutory  Trust  I, a Connecticut business trust.   The trust issued $5,000,000
of  30  year  floating  rate  Company-obligated  pooled  capital  securities  of
Pathfinder  Statutory Trust I.  The Company borrowed the proceeds of the capital
securities  from  its  subsidiary  by  issuing floating rate junior subordinated
deferrable  interest debentures having substantially similar terms.  The capital
securities  mature  in  2032  and  are  treated as Tier 1 capital by the Federal
Deposit  Insurance  Company  and  the Office of Thrift Supervision.  The capital
securities  of  the  trust  are  a pooled trust preferred fund of Preferred Term
Securities  VI,  Ltd,  and are tied to the 3 month LIBOR plus 3.45%, with a five
year  call  provision.  All  of  these securities are guaranteed by the Company.

6)      SUBSEQUENT  EVENTS

On  October  25,  2002, the Company's subsidiary, Pathfinder Bank, completed the
purchase  of  assets and the assumption of non-municipal deposits of the Lacona,
New  York  branch  of Cayuga Bank.   In addition, Pathfinder Commercial Bank has
received  regulatory  authorization  to  operate as a limited-purpose commercial
bank  subsidiary  of  Pathfinder  Bank.  Pathfinder  Commercial  Bank  has  been
established  to serve the depository needs of public entities in its market area
and  has  assumed  the  deposit  liabilities  of the municipal depositors of the
Lacona  branch.  The  transactions  include  approximately  $26.4  million  in
deposits,  $2.3  million in loans, vault cash and the facility and equipment and
reflects  a  deposit  premium  of  approximately  $2.5  million.

7)     NEW  ACCOUNTING  PRONOUNCEMENTS

On October 1, 2002, Financial Accounting Standards Board (FASB) issued Statement
of  Financial Accounting Standards No. 147, "Accounting for Certain Acquisitions
of  Banking  or  Thrift  Institutions."  Statement  147  changes how the Company
accounts  for  goodwill  arising  from branch acquisitions.  Under previous FASB
rulings,  the  goodwill  arising  from  branch acquisitions was classified as an
"unidentifiable  intangible  asset"  and  therefore  subject  to  amortization.
Statement  147  now  classifies this intangible as goodwill.  In accordance with
the  provisions  of Statement 147, previously issued statements will be restated
to  remove  the  amortization  expense recorded on the goodwill since January 1,
2002.  Current FASB guidelines require goodwill not be amortized, but carried on
a  company's  books  as  an  asset  and  reviewed  periodically  for impairment.

As  of  September  30, 2002, no impairment adjustment has been made to goodwill.
The  impact  of  the  pronouncement  on  the financial statements is as follows:

<TABLE>
<CAPTION>

                                                  For the three        For the three        For the nine         For the nine
                                                  months ended         months ended         months ended         months ended
                                               September 30, 2002   September 30, 2001   September 30, 2002   September 30, 2001
                                               -------------------  -------------------  -------------------  -------------------
                                                                   (in thousands except Earnings per Share Data)
<S>                                            <C>                  <C>                  <C>                  <C>

Reported net income . . . . . . . . . . . . .  $               349  $               443  $             1,266  $             1,066
Add back: goodwill amortization, net of tax .                    -                   48                    -                  144
                                               -------------------  -------------------  -------------------  -------------------
Adjusted net income . . . . . . . . . . . . .  $               349  $               491  $             1,266  $             1,210
                                               ===================  ===================  ===================  ===================

Basic earnings per share:
Reported net income . . . . . . . . . . . . .  $              0.11  $              0.17  $              0.49  $              0.42
Goodwill amortization, net of tax . . . . . .                    -                 0.02                    -                 0.05
                                               -------------------  -------------------  -------------------  -------------------
Adjusted net income . . . . . . . . . . . . .  $              0.11  $              0.19  $              0.49  $              0.47
                                               ===================  ===================  ===================  ===================

Diluted earnings per share:
Reported net income . . . . . . . . . . . . .  $              0.11  $              0.17  $              0.48  $              0.41
Goodwill amortization, net of tax . . . . . .                    -                 0.02                    -                 0.05
                                               -------------------  -------------------  -------------------  -------------------
Adjusted net income . . . . . . . . . . . . .  $              0.11  $              0.19  $              0.48  $              0.46
                                               ===================  ===================  ===================  ===================

</TABLE>
In accordance with the provisions of Statement 147, the Company has adopted this
Statement  retroactive to January 1, 2002, with the impact of the restatement on
previously  issued  Form  10Q's as of March 31, 2002 and June 30, 2002 contained
below:

<TABLE>
<CAPTION>

                                              For the three   For the three    For the six
                                              months ended     months ended    months ended
                                             March 31, 2002   June 30, 2002   June 30, 2002
                                             --------------   -------------   -------------
                                             (in thousands except Earnings per Share Data)

<S>                                          <C>              <C>             <C>
Reported net income . . . . . . . . . . . .  $           502  $          312  $          814
Add back: goodwill amortization, net of tax               48              48              96
                                             ---------------  --------------  --------------
Restated net income . . . . . . . . . . . .  $           550  $          360  $          910
                                             ===============  ==============  ==============

Basic earnings per share:
Reported net income . . . . . . . . . . . .  $          0.20  $         0.12  $         0.32
Goodwill amortization, net of tax . . . . .             0.02            0.02            0.04
                                             ---------------  --------------  --------------
Restated net income . . . . . . . . . . . .  $          0.22  $         0.14  $         0.36
                                             ===============  ==============  ==============

Diluted earnings per share:
Reported net income . . . . . . . . . . . .  $          0.19  $         0.12  $         0.31
Goodwill amortization, net of tax . . . . .             0.02            0.02            0.04
                                             ---------------  --------------  --------------
Restated net income . . . . . . . . . . . .  $          0.21  $         0.14  $         0.35
                                             ===============  ==============  ==============
</TABLE>

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

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

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

GENERAL

Throughout  the  Management's  Discussion  and Analysis the term, "the Company",
refers  to the consolidated entity of Pathfinder Bancorp, Inc., Pathfinder Bank,
Pathfinder  REIT Inc., Whispering Oaks Development Corp and Pathfinder Statutory
Trust  I.  At  September  30, 2002, Pathfinder Bancorp, Inc.'s only business was
the  100%  ownership  of  Pathfinder  Bank  and  Pathfinder  Statutory  Trust I.
Pathfinder Bank owns Pathfinder REIT, Inc. and Whispering Oaks Development Corp.
At September 30, 2002, 1,583,239 shares, or 60.8%, of the Company's common stock
was held by Pathfinder Bancorp, MHC, the Company's mutual holding company parent
and  1,019,274  shares,  or  39.2%,  was  held  by  the  public.

The  Company's  net  income  is  primarily dependent on its net interest income,
which  is  the  difference  between interest income earned on its investments in
mortgage  loans,  investment  securities  and other loans, and its cost of funds
consisting of interest paid on deposits, borrowed funds and the interest paid on
the  trust  preferred  obligation.  The Company's net income also is affected by
its  provision for loan losses, as well as by the amount of non interest income,
including income from fees and service charges, net gains and losses on sales of
securities, 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.

On October 1, 2002, Financial Accounting Standards Board (FASB) issued Statement
of  Financial Accounting Standards No. 147, "Accounting for Certain Acquisitions
of  Banking  or  Thrift  Institutions."  Statement  147  changes how the Company
accounts  for  goodwill  arising  from branch acquisitions.  Under previous FASB
rulings,  the  goodwill  arising  from  branch acquisitions was classified as an
"unidentifiable  intangible  asset"  and  therefore  subject  to  amortization.
Statement  147  now  classifies this intangible as goodwill.  In accordance with
the  provisions  of Statement 147, previously issued statements will be restated
to  remove  the  amortization  expense recorded on the goodwill since January 1,
2002.  Current FASB guidelines require goodwill not be amortized, but carried on
a  company's  books  as  an  asset  and  reviewed  periodically  for impairment.

As  of  September  30, 2002, no impairment adjustment has been made to goodwill.
The  impact  of  the  pronouncement  on  the financial statements is as follows:

<TABLE>
<CAPTION>



                                                  For the three        For the three        For the nine         For the nine
                                                  months ended         months ended         months ended         months ended
                                               September 30, 2002   September 30, 2001   September 30, 2002   September 30, 2001
                                               -------------------  -------------------  -------------------  -------------------
                                                                   (in thousands except Earnings per Share Data)
<S>                                            <C>                  <C>                  <C>                  <C>

Reported net income . . . . . . . . . . . . .  $               349  $               443  $             1,266  $             1,066
Add back: goodwill amortization, net of tax .                    -                   48                    -                  144
                                               -------------------  -------------------  -------------------  -------------------
Adjusted net income . . . . . . . . . . . . .  $               349  $               491  $             1,266  $             1,210
                                               ===================  ===================  ===================  ===================

Basic earnings per share:
Reported net income . . . . . . . . . . . . .  $              0.11  $              0.17  $              0.49  $              0.42
Goodwill amortization, net of tax . . . . . .                    -                 0.02                    -                 0.05
                                               -------------------  -------------------  -------------------  -------------------
Adjusted net income . . . . . . . . . . . . .  $              0.11  $              0.19  $              0.49  $              0.47
                                               ===================  ===================  ===================  ===================

Diluted earnings per share:
Reported net income . . . . . . . . . . . . .  $              0.11  $              0.17  $              0.48  $              0.41
Goodwill amortization, net of tax . . . . . .                    -                 0.02                    -                 0.05
                                               -------------------  -------------------  -------------------  -------------------
Adjusted net income . . . . . . . . . . . . .  $              0.11  $              0.19  $              0.48  $              0.46
                                               ===================  ===================  ===================  ===================

</TABLE>
In accordance with the provisions of Statement 147, the Company has adopted this
Statement  retroactive to January 1, 2002, with the impact of the restatement on
previously  issued  Form  10Q's as of March 31, 2002 and June 30, 2002 contained
below:

<TABLE>
<CAPTION>

                                              For the three   For the three    For the six
                                              months ended     months ended    months ended
                                             March 31, 2002   June 30, 2002   June 30, 2002
                                             --------------   -------------   -------------
                                             (in thousands except Earnings per Share Data)

<S>                                          <C>              <C>             <C>
Reported net income . . . . . . . . . . . .  $           502  $          312  $          814
Add back: goodwill amortization, net of tax               48              48              96
                                             ---------------  --------------  --------------
Restated net income . . . . . . . . . . . .  $           550  $          360  $          910
                                             ===============  ==============  ==============

Basic earnings per share:
Reported net income . . . . . . . . . . . .  $          0.20  $         0.12  $         0.32
Goodwill amortization, net of tax . . . . .             0.02            0.02            0.04
                                             ---------------  --------------  --------------
Restated net income . . . . . . . . . . . .  $          0.22  $         0.14  $         0.36
                                             ===============  ==============  ==============

Diluted earnings per share:
Reported net income . . . . . . . . . . . .  $          0.19  $         0.12  $         0.31
Goodwill amortization, net of tax . . . . .             0.02            0.02            0.04
                                             ---------------  --------------  --------------
Restated net income . . . . . . . . . . . .  $          0.21  $         0.14  $         0.35
                                             ===============  ==============  ==============
</TABLE>

The  following  discussion reviews the financial condition at September 30, 2002
and  the  results  of  operations  of  the Company for the three months and nine
months  ended  September  30,  2002  and  September  30,  2001.


Financial  Condition

Assets
------

Total  assets  increased approximately $13.7 million, or 5.6%, to $258.2 million
at  September 30, 2002 from $244.5 million at December 31, 2001. The increase in
total  assets  is  primarily attributable to a $5.2 million increase in cash and
cash  equivalents,  an $8.7 million increase in net loans receivable, a $788,000
increase  in  other  real  estate  and  an  $893,000  increase  in other assets,
partially  offset by a decrease of $1.8 million in mortgage loans held-for-sale.
The increase in net loans receivable is primarily due to a $7.6 million increase
in  residential  real  estate  loans, a $1.5 million increase in commercial real
estate and commercial loans, partially offset by a $400,000 decrease in consumer
loans.  The  increase  in  loans  was principally funded by an increase of $10.2
million  in  deposits  and  proceeds from amortization, maturities, and sales of
investment  securities.

Liabilities
-----------

Total  liabilities  increased  by  $12.6  million, or 5.7%, to $235.0 million at
September  30,  2002  from $222.4 million at December 31, 2001.  The increase is
primarily  attributable  to  a $10.2 million, or 6.0%, increase in deposits, and
the  issuance  of  $5.0  million  of  subordinated  debt  securities,  issued in
connection  with  the  Company's  participation  in  a  trust  preferred  pooled
transaction.  The subordinated debt securities and corresponding trust preferred
securities  have  a term of thirty years and have an adjustable rate of interest
indexed  to  the  three-month  LIBOR  plus  3.45%.  Under  applicable regulatory
guidelines,  the  debt  instrument  from  the sale of trust preferred securities
qualifies  as  capital  for regulatory purposes.  These increases were partially
offset  by a $2.8 million, or 5.7%, decrease in borrowed funds.  The increase in
deposits was primarily attributable to an increase in interest bearing deposits.
The  increase  in  interest  bearing  deposits  was  comprised of a $7.9 million
increase in money management accounts, a $4.0 million increase in time deposits,
partially  offset  by  a $1.7 million decrease in NOW accounts.  The increase in
deposit  accounts  is  primarily  due  to  the Company's active efforts in sales
training  and  relationship  building during a period when consumers are seeking
the  safety  and  relatively  stable  returns  of  bank  deposits.

Liquidity  and  Capital  Resources
----------------------------------

Shareholders'  equity  increased  $1.0  million,  or  4.7%,  to $23.2 million at
September  30,  2002  from  $22.2  million at December 31, 2001. The increase in
shareholders'  equity is primarily the result of a $921,000 increase in retained
earnings.  The  increase  in retained earnings is a result of net income of $1.3
million,  offset  by dividends declared of $346,000 during the first nine months
of  2002.

The Company's primary sources of funds are deposits, amortization and prepayment
of  loans  and  maturities  of  investment  securities  and  other  short-term
investments,  earnings  and funds provided from operations and borrowings. While
scheduled  principal  repayments on loans are a relatively predictable source of
funds,  deposit  flows  and  loan  prepayments are greatly influenced by general
interest  rates,  economic  conditions and competition.  The Company manages the
pricing  of  deposits  to  maintain a desired deposit balance.  In addition, the
Company  invests  excess  funds  in  short-term interest-bearing instruments and
other  assets,  which  provide  liquidity  to  meet  lending  requirements.  For
additional information about cash flows from the Company's operating, financing,
and  investing  activities,  see  the  Statements  of Cash Flows included in the
Financial Statements.  The Company adjusts its liquidity levels in order to meet
funding  needs  of  deposit  outflows,  payment of real estate taxes on mortgage
loans  and  loan  commitments.  At  the  quarter  ended  September 30, 2002, the
Company  has  $20.0  million  in  outstanding  commitments  to extend credit and
management believes the Company has the ability to meet these outstanding credit
commitments.  The  Company  adjusts  liquidity as appropriate to meet its assets
and  liability  management  objectives.

Results  of  Operations
-----------------------

The  Company  recorded net income of approximately $349,000 for the three months
ended  September  30,  2002,  as compared to $443,000 for the same period during
2001.  The  decrease  in  net  income of $94,000, or 21.3%, for the three months
ended September 30, 2002, was primarily the result of a $100,000 increase in the
provision  for loan losses and a $223,000, or 13.2%, increase in other operating
expenses, partially offset by an increase in net interest income of $173,000, or
8.8%, and in other income of $38,000, or 11.5% and a $17,000, or 12.4%, decrease
in  the  provision  for  income  taxes.

For the nine months ended September 30, 2002, the Company recorded net income of
$1.3 million, as compared to $1.1 million for the same period in the prior year.
The  increase  in the year to date earnings reflects an increase in net interest
income of $814,000 and an increase in other income of $473,000, partially offset
by  an  increase  in  the  provision for loan losses of $629,000, an increase in
operating  expenses  of  $396,000,  and  an increase in the provision for income
taxes  of  $61,000.  Net income for the six months ending June 30, 2002 has been
restated to remove $96,000 of goodwill amortization, net of taxes, in accordance
with  the  adoption  of  Statement  of  Financial  Accounting Standards No. 147.

Annualized  return  on average assets and return on average shareholders' equity
were  0.54%  and  6.02%,  respectively, for the three months ended September 30,
2002  compared  to  0.75%  and 7.99% for the third quarter of 2001. Earnings per
share  -  basic  was $.11 for the third quarter of 2002 compared to $.17 for the
same  period  in  2001.   For the nine months ended September 30, 2002, the same
performance  measurements  were  0.68% and 7.32%, as compared to 0.60% and 6.58%
for  the  same  period in the prior year.  Earnings per share-basic for the nine
months ended September 30, 2002 was $.49 compared to $.42 for the same period in
2001.

Interest  Income
----------------

Three  month  period

Interest income, on a tax equivalent basis, totaled $3.9 million for the quarter
ended  September  30,  2002,  as  compared to $4.1 million for the quarter ended
September  30,  2001,  a  decrease  of  $154,000,  or 3.8%.  Interest income was
affected  by  a decrease in the tax equivalent yield on average interest-earning
assets  to  6.55%  from  7.52% in the prior period, offset by an increase in the
average  balance  of  interest-earning  assets  to  $240.8 million for the three
months  ended  September  30, 2002 from $218.1 million in the prior year period.
The  decrease  in the tax equivalent yield was a result of a lower interest rate
environment  during the third quarter of 2002 as compared to the same quarter in
2001.  The yield decrease was mitigated by increased originations of residential
and  commercial  real  estate  loans.

Interest  income on loans receivable increased $58,000, or 1.9%, to $3.2 million
for  the three months ended September 30, 2002 as compared to the same period in
the  prior  year.  The  increase  in  interest  income on loans resulted from an
increase  in  the average balance of loans receivable of $20.4 million, or 13.1%
to  $176.6  million  at September 30, 2002, from $156.2 million at September 30,
2001, partially offset by a decrease in the average yield on loans receivable to
7.23%  from  8.03%.

Interest  income  on mortgage-backed securities decreased by $100,000, or 32.6%,
to $209,000 for the three months ended September 30, 2002, from $309,000 for the
three  months  ended  September  30,  2001.  The  decrease in interest income on
mortgage-backed  securities  resulted  generally from a reduction in the average
balance  on  mortgage-backed  securities  of  $4.7 million and a decrease in the
average  yield  on  mortgage-backed  securities  to  5.67%  from  6.36%.

Interest  income  on investment securities, on a tax equivalent basis, decreased
$139,000,  or  22.3%,  for the three months ended September 30, 2002 to $484,000
from $623,000 for the same period in 2001.  The decrease resulted primarily from
a  decrease  in  the  average balance of investment securities, of $3.2 million,
combined with a decrease in the tax equivalent yield of investment securities to
5.43%  from  6.42%. The decrease in the average balance of investment securities
resulted  from  the  proceeds from calls and maturities of investments primarily
being  utilized  to  fund  the  Company's  loan  portfolio  growth.

Nine  Month  Period

Interest  income,  on a tax equivalent basis, totaled $11.9 million for the nine
months  ended  September  30,  2002,  as  compared to $12.4 million for the same
period  in  2001,  a  decrease  of  $473,000,  or  3.8%.  The  decrease resulted
primarily from a decrease in the tax-equivalent yield on interest-earning assets
to  6.82%  from 7.63%, partially offset by an increase in the average balance of
interest-earning assets of $16.7 million, or 7.7%, to $232.8 million from $216.1
million.

For  the  nine  months  ended  September  30,  2002,  interest  income  on loans
receivable  increased  $340,000,  or 3.6%, as compared to the same period in the
prior year.  Average loans receivable increased $22.9 million while the yield on
average  loans  receivable  decreased  to  7.35%  from  8.15%.

For  the  nine  months  ended  September  30,  2002 and 2001, interest income on
mortgage-backed  securities  was  $683,000  and  $1.0  million,  respectively, a
decrease of $323,000, or 32.1%.  The decrease resulted primarily from a decrease
in  the average balance of mortgage-backed securities of $5.1 million, or 24.7%,
combined  with  a decrease in the average yield on mortgage-backed securities to
5.81%  from  6.45%.  The  decrease  in  the  average  balance of mortgage backed
securities  reflects  the  increase  in prepayments experienced during the first
nine months of 2002 in response to the declining interest rate environment.  The
proceeds  were  utilized  to  fund  the  Company's  loan  growth.

For  the nine months ended September 30, 2002, tax equivalent interest income on
investment  securities decreased $509,000, or 26.0%, to $1.5 million compared to
$2.0  million for the same period in 2001.  The decrease resulted primarily from
a decrease in the average balance of investment securities of $5.0 million and a
decrease  in  the  tax  equivalent  yield on investment securities to 5.49% from
6.50%.

Interest  Expense
-----------------

Three  Month  Period

Interest  expense  for  the  quarter  ended  September  30,  2002  decreased  by
approximately  $329,000,  or  15.7%,  to  $1.8  million  from  $2.1 million when
compared to the same quarter for 2001.  The decrease in interest expense for the
period  was  principally  the  result  of  the  decrease  in the average cost of
interest  bearing  deposits  to 2.72% from 3.91% and the decrease in the average
cost  of  borrowed  funds  to  4.60% from 5.10%.  These decreases were partially
offset by an increase of $9.8 million in the average balance of interest bearing
deposits, a $5.1 million increase in the average balance of borrowed funds and a
$5.0  million  increase  of  trust  preferred  debt.

Nine  Month  Period

For  the  nine  months ended September 30, 2002, interest expense decreased $1.3
million, or 19.7%, when compared to the first nine months of 2001.  The decrease
in interest expense for the period was principally the result of the decrease in
the  average  cost  of  interest  bearing  deposits  to 2.90% from 4.08% and the
decrease  in  the  average  cost  of  borrowed  funds to 4.48% from 5.56%. These
decreases were partially offset by an increase of $6.9 million, or 4.42%, in the
average  balance  of  interest  earning deposits, a $6.4 million increase in the
average  balance  of  borrowed  funds and a $1.8 million increase in the average
balance  of  trust  preferred  debt.

Net  Interest  Income
---------------------

Net  interest  income  increased  $175,000,  or  8.7%, to $2.2 million, on a tax
equivalent basis, for the quarter ended September 30, 2002, when compared to the
same  period  in  the  prior  year.

For  the  nine  months  ended  September 30, 2002, net interest income increased
$826,000,  or  14.3%,  when  compared  to  the  same  period  in the prior year.

Net  interest margin for the quarter ended September 30, 2002 decreased to 3.62%
from  3.67%  when  compared  to the same period in the prior year.  For the nine
months  ended  September  30,  2002, net interest margin increased to 3.79% from
3.57%.  The  increase in the net interest margin is the result of an increase in
net interest income, on a tax equivalent basis, partially offset by the increase
in  the  average  balance  of interest earning assets for the periods presented.

Provision  for  Loan  Losses
----------------------------

The  Company  maintains  an  allowance  for  loan  losses  based  upon a monthly
evaluation  of  known and inherent risks in the loan portfolio, which includes a
review  of  the  balances  and  composition  of  the  loan  portfolio as well as
analyzing  the  level  of  delinquencies  in each segment of the loan portfolio.
Loan  loss  reserves are based upon a methodology that uses loss factors applied
to  loan  balances  and reflects actual loss experience, delinquency trends, and
current economic conditions, as well as standards applied by the Federal Deposit
Insurance  Corporation.  The Company established a provision for loan losses for
the  three  months  ended  September  30,  2002  of  $138,000,  as compared to a
provision  of  $39,000  for  the three months ended September 30, 2001.  For the
nine  months  ended  September  30, 2002, the provision for loan losses was $1.2
million  as  compared  to  $579,000  for  the same period in 2001.  In the prior
quarter,  the  Company  took  actions  to  increase  reserves  to  recognize the
deterioration  in  credit  quality  of  two  significant  lending relationships.
During the third quarter of 2002, the Company foreclosed on the assets of one of
these  borrowers, charging off $598,000 of the loan balance and transferring the
net  realizable  value  of the assets to other real estate owned.  The Company's
allowance  for  loan  losses to non-performing loans ratio improved to 99.82% at
September  30, 2002 as compared to 61.15% at June 30, 2002.  Similar improvement
was  noted  when  comparing  the ratio of non-performing loans to total loans of
0.95%  at  September  30, 2002 to the June 30, 2002 ratio of 2.01%.  The Company
had  non-performing  loans  of  $1.7  million  at  September  30,  2002.

Other  Income
-------------

The  Company's  non-interest  income is principally comprised of fees on deposit
accounts and transactions, loan servicing, commissions, and net securities gains
and  losses.  Non-interest  income,  net  of  gains  and losses from the sale of
securities,  loans,  and  other  real estate, decreased $4,000, or 1.1%, for the
quarter  ended  September  30, 2002, as compared to the same period in the prior
year. The decrease in non-interest income is primarily attributable to a $25,000
decrease  in other charges, commissions and fees, and an $18,000 decrease in the
value  of  bank  owned life insurance.  These decreases were partially offset by
increases of $19,000 and $20,000 in service charges on deposit accounts and loan
servicing fees, respectively.  Gains and losses on the sale of securities, loans
and other real estate increased $42,000 for the quarter ended September 30, 2002
compared  to  the  same  period  in  the  prior  year.

For  the  nine  months  ended  September 30, 2002, non-interest income increased
$473,000,  or  33.4%, compared to the same period in 2001.  Non-interest income,
net  of  gains  and  losses  from  the  sale of securities, loans and other real
estate,  increased  $148,000,  or 15.0%, for the nine months ended September 30,
2002  as  compared  to  September  30,  2001.  Gains  and  losses on the sale of
securities, loans and other real estate increased $325,000 for the period ending
September  30,  2002  as  compared  to  the  same  period  in  2001.

Other  Expense
--------------

Non-interest  expense  increased  $223,000,  or  13.2%,  to $1.9 million for the
quarter  ended September 30, 2002, when compared to the same period in the prior
year.  The  increase  in  operating  expense  was  due  to a $247,000, or 32.8%,
increase in salary expenses, a $50,000, or 16.3%, increase in other expenses and
a  $19,000, or 11.5%, increase in professional and other services.  The increase
in  salary  expense  was primarily the result of the creation of two new officer
positions,  a  15%  increase  in  customer  service representatives' hourly rate
combined with an increase in their hours worked associated with the extension of
the  Bank's  business  hours.  In  addition,  other  employee benefits increased
$62,000  as  a  result  of  increases in insurance premiums and pension expense.
These  increases were partially offset by decreases in amortization of goodwill,
data  processing  and  building  occupancy  of  $79,000,  $8,000  and  $6,000,
respectively.   The  decrease  in  the amortization of goodwill is the result of
the  adoption  of  FASB  Statement  No.  147.

For  the  nine  months  ending  September 30, 2002, operating expenses increased
$396,000,  or  7.8%,  to  $5.5  million from $5.1 million for the same period in
2001. The increase in operating expenses was the result of a $494,000, or 22.1%,
increase in salary expenses, a $114,000, or 12.5%, increase in other expenses, a
$70,000,  or  13.2%,  increase  in professional services and a $19,000, or 3.4%,
increase  in data processing expenses. These expenses were offset by a reduction
of  $237,000, or 100.0%, in amortization of goodwill resulting from the adoption
of  FASB  Statement  No.  147  and  a  $64,000,  or 10.3%, in building occupancy
charges.

Income  Taxes
-------------

The  Company's  effective  income rate was 25.7% for the quarter ended September
30,  2002  as  compared  to  $23.7%  for  the  same  period  in  2001.

For  the  nine months ended September 30, 2002, the Company's effective tax rate
was  26.3%  compared  to  26.9%  for  the  nine months ended September 30, 2001.

<PAGE>

ITEM  3  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

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

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

The  Company  does  not  generally maintain in its portfolio fixed interest rate
loans  with  terms exceeding 20 years.  However, beginning the fourth quarter of
2002, 30-year fixed rate mortgages meeting a minimum credit score rating will be
held  in  portfolio.   The  Company  will  hold  qualifying  30-year  fixed rate
mortgages  up  to  a  maximum  level of 5% of the total loan portfolio.  30-year
fixed  rate  loans  that do not meet the minimum credit standard or exceed 5% of
the loan portfolio will be held for sale into the secondary market.  The Company
manages  interest rate and credit risk associated on the mortgage loans held for
sale  and  outstanding  loan  commitments  through  utilization  of forward sale
commitments of mortgage-backed securities for the purpose of passing along these
risks  to  acceptable  third  parties.  Management generally enters into forward
sale commitments to minimize the exposure to longer term fixed rate mortgages in
mortgage  loans held for sale and mortgage commitments where interest rate locks
have  been granted.  The fair value of forward sale commitments was not material
at  September  30, 2002.  To manage interest rate risk within the portfolio, ARM
loans  are  originated  with  terms  that provide that the interest rate on such
loans  cannot  adjust  below  the initial rate.  Generally, the Company tends to
fund  longer-term  loans  and  mortgage-backed securities with shorter-term time
deposits,  repurchase  agreements,  and  advances.  The  impact  of  this
asset/liability  mix  creates  an inherent risk to earnings in a rising interest
rate  environment.  In a rising interest rate environment, the Company's cost of
shorter-term deposits may rise faster than its earnings on longer-term loans and
investments.  Additionally, the prepayment of principal on real estate loans and
mortgage-backed  securities  tends  to  decrease  as  rates rise, providing less
available  funds  to  invest  in  the  higher  rate environment.  Conversely, as
interest  rates  decrease,  the prepayment of principal on real-estate loans and
mortgage-backed  securities  tends  to  increase,  causing the Company to invest
funds  in  a lower rate environment.  The potential impact on earnings from this
mismatch  is  mitigated  to  a  large  extent  by  the size and stability of the
Company's  savings  accounts.  Savings  accounts  have  traditionally provided a
source  of  relatively low cost funding and have demonstrated historically a low
sensitivity  to  interest  rate  changes.  The  Company  generally  matches  a
percentage  of  these, which are deemed core deposits, against longer-term loans
and  investments. In addition, the Company has sought to extend the terms of its
time  deposits.  In  this  regard,  the  Company  has,  on  occasion,  offered
certificates  of  deposits with three and four year terms which allow depositors
to  make  a one-time election, at any time during the term of the certificate of
deposit, to adjust the rate of the certificate of deposit to the then prevailing
rate  for  a certificate of deposit with the same term.  The Company has further
sought  to  reduce  the  term  of  a  portion  of  its  rate sensitive assets by
originating  one  year ARM loans, three year/one year and five year/one year ARM
loans (mortgage loans which are fixed rate for the first three or five years and
adjustable  annually  thereafter),  and  by  maintaining a relatively short term
investment  securities  (original  maturities  of three to five years) portfolio
with  staggered  maturities.

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

Management anticipates that the Company's net interest margin ratio for the last
quarter of 2002 and the first two quarters of 2003, will decrease as the Company
invests,  into  the  current  interest  rate  environment,  the  cash  proceeds
associated  with the trust preferred security issuance and the deposits received
from  the  Cayuga  Bank  branch  acquisition.

GAP ANALYSIS.  At September 30, 2002, the total interest-earning assets maturing
or  repricing  within  one  year  exceeded  total  maturing  or  repricing
interest-bearing  liabilities in the same period by $2.0 million, representing a
cumulative  one-year  gap  ratio  of  a  positive  0.78%.

CHANGES  IN  NET  INTEREST  INCOME AND NET PORTFOLIO VALUE.  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 50 basis point increments in market interest rates.  Net
portfolio  value  (also  referred  to  as  market  value  of  portfolio  equity)
represents  the  fair  value  of  net  assets (determined as the market value of
assets minus the market value of liabilities).  The table quantifies the changes
in  net  interest income and net portfolio value to parallel shifts in the yield
curve.  The  column  "Net Interest Income Percent Change" measures the change to
the next twelve months' projected net interest income, due to parallel shifts in
the  yield  curve.  The  column  "Net  Portfolio  Value Percent Change" measures
changes in the current net mark-to-market value of assets and liabilities due to
parallel  shifts  in  the yield curve.  The base case assumes September 30, 2002
interest rates.  The Company uses these percentage changes as a means to measure
interest  rate risk exposure and quantifies those changes against guidelines set
by  the  Board  of Directors as part of the Company's Interest Rate Risk policy.
The Company's current interest rate risk exposure is within those guidelines set
forth.

<TABLE>
<CAPTION>

CHANGE  IN  INTEREST  RATES
     INCREASE(DECREASE)
      BASIS  POINTS      NET  INTEREST  INCOME    NET  PORTFOLIO  VALUE
      (RATE  SHOCK)       PERCENTAGE  CHANGE        PERCENTAGE  CHANGE
----------------------     -------------------     ------------------

<S>                         <C>                    <C>
  300. . . . . . .             - 7.61%                  - 15.85%
  200. . . . . .               - 4.59%                   - 9.37%
  100. . . . . . .             - 2.02%                    -3.44%
    Base Case
(100). . . . . . .             - 2.24%                    -4.90%
(200). . . . . . .             - 3.87%                    -9.76%
(300). . . . . . .             - 6.81%                   -12.89%
</TABLE>

The  negative percentage change from the base case in the downward interest rate
scenario is the result of deposit product interest rate floors incorporated into
the  modeling, causing the assets to continue to reprice downward while the cost
of  funds  remains  relatively  stable.

<PAGE>

ITEM  4  -  CONTROLS  AND  PROCEDURES

EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES.   The  Company's  Chief
Executive  Officer  and  Chief Financial Officer have concluded,  based on their
evaluation  within  90  days prior to the filing date of this  report,  that the
Company's  disclosure  controls  and  procedures  (as  defined  in  Securities
Exchange  Act  Rules  13a-14(c)  and  15d-14(c))  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  have been no significant
changes  in  the  Company's  internal  controls  or  in other factors that could
significantly  affect  these  controls  subsequent  to  the  date  of  the
foregoing  evaluation.

CHANGES  IN  INTERNAL  CONTROLS.  There  were no significant changes made in our
internal controls during the period covered by this report or, to our knowledge,
in  other  factors  that could significantly affect these controls subsequent to
the  date  of  their  evaluation.


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

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

From  time  to  time,  the  Company  is  involved as a plaintiff or defendant in
various  legal  actions  incident  to  its  business.  None  of  these  actions
individually  or  in  the  aggregate is believed to be material to the financial
condition  of  the  Company

On  November  28,  2001,  the  Company  and its Board of Directors were named as
defendants  in  Jewelcor  Management,  Inc.  ("Jewelcor") v. Pathfinder Bancorp,
                ----------------------------------------------------------------
Inc.,  et  al.  This  action  was  filed  in  the  United States District Court,
    ---------
Northern  District.  In  its  complaint,  Jewelcor  alleges  that  the Company's
    ---
directors  breached their fiduciary duties to the Company by failing to consider
    --
an  offer  from  Fulton  Savings  Bank for the sale of the Company.  Jewelcor is
seeking  damages  in  excess  of  $1  million, punitive damages in excess of $10
million  and  equitable  relief.  Management  and  the Board of Directors of the
Company  have  carefully  reviewed  Jewelcor's complaint and believes that it is
without  merit.  The  Company has filed a motion to dismiss the complaint.  Oral
arguments  for  the  motion  to  dismiss  were heard on April 5, 2002 before the
United States District Court for the Northern District of New York.  No decision
on  the  motion  has  been  rendered  at  this  date.

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

Not  applicable

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

Not  applicable

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

Not  applicable

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

On  September  17,  2002 the Board of Directors declared a $.08 cash dividend to
shareholders  of  record  as of September 30, 2002, payable on October 15, 2002.

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

(a)  The  following  exhibits  are  filed  herewith:
Exhibit  99.1  -  Officers'  Certification  Pursuant  to  Section  906  of  the
Sarbanes-Oxley  Act  of  2002.

(b)  Reports  on  Form  8-K
None
<PAGE>

23



                                   SIGNATURES





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



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


Date:  November  13,  2002             /s/  Thomas  W.  Schneider
      ----------------------          --------------------------------------
                                         Thomas  W.  Schneider
                                         President,  Chief  Executive Officer


Date:  November  13,  2002            /s/  James  A.  Dowd
       ---------------------          -------------------------------------
                                      James  A.  Dowd
                                      Vice  President, Chief Financial Officer

<PAGE>
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


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

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

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

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

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:
a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;
b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and
c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;
5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

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


November  13,  2002               /s/Thomas  W.  Schneider
-------------------               ------------------------------------------
Date                               President  and  Chief  Executive  Officer


<PAGE>
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


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

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

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

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

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

a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;


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

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

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


November  13,  2002          /s/  James  A.  Dowd
-------------------          ------------------------------------------------
Date                          Vice  President  and  Chief  Financial  Officer

23



                                   SIGNATURES





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




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



Date:  November  13,  2002      /s/  Thomas  W.  Schneider
       -------------------      --------------------------
     Thomas  W.  Schneider
     President,  Chief  Executive  Officer


Date:  November  13,  2002     /s/  James  A.  Dowd
       -------------------     --------------------
     James  A.  Dowd
     Vice  President,  Chief  Financial  Officer

<PAGE>
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


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

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

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

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

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:
a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;
b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and
c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;
5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

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


November  13,  2002               /s/Thomas  W.  Schneider
-------------------               ------------------------
Date                         President  and  Chief  Executive  Officer




<PAGE>
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


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

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

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

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

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

a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;


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

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

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




November  13,  2002     /s/  James  A.  Dowd
-------------------     --------------------
Date     Vice  President  and  Chief  Financial  Officer


<PAGE>

                                                                  EXHIBIT 99.1


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





Thomas  W.  Schneider,  President and Chief Executive Officer and James A. Dowd,
Vice  President  and  Chief  Financial  Officer of Pathfinder Bancorp, Inc. (the
"Company") each certify in his capacity as an officer of the Company that he has
reviewed  the quarterly report of the Company on Form 10-Q for the quarter ended
September  30,  2002  and  that  to  the  best  of  his  knowledge:


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

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

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



  November  13,  2002           /s/  Thomas  W.  Schneider
----------------------          ------------------------------------------
 Date                            President  and  Chief  Executive  Officer


 November  13,  2002               /s/  James  A.  Dowd
--------------------             -----------------------------------------------
 Date                            Vice  President  and  Chief  Financial  Officer
[{"type": "10-Q", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 98108}]
{"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": "02820400"}, "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, 2002

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

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

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

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

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

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

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

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

     Indicate  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:  There were 2,607,513 shares
of  the  Company's  common  stock  outstanding  as  of  November  8,  2002.
PATHFINDER BANCORP, INC.
                                      INDEX

PART  1.     FINANCIAL  INFORMATION                         PAGE

Item  1.     Financial  Statements

-     Consolidated  Balance  Sheets                    1
-     Consolidated  Statements  of  Income               2  -  3
-     Consolidated  Statements  of  Shareholders'  Equity     4
-     Consolidated  Statements  of  Cash  Flow               5
-     Notes  to  Consolidated  Financial  Statements          6  -  8

Item  2.     Management's  Discussion  and Analysis of Financial          9 - 15
          Condition  and  Results  of  Operations

Item  3.     Quantitative  and Qualitative Disclosure about Market Risk     16 -
18

Item  4.     Controls  and  Procedures

PART  II     OTHER  INFORMATION                              19  -  22

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

SIGNATURES
PATHFINDER  BANCORP, INC.
CONSOLIDATED STATEMENTS OF CONDITION
SEPTEMBER 30, 2002 (UNAUDITED) AND DECEMBER 31, 2001

                                                                                           September     December 31,
ASSETS                                                                                       2002            2001
---------------------------------------------------------------------------------------  -------------  --------------
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  5,332,460   $   5,433,029
Interest earning deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,505,366       2,160,927
                                                                                         -------------  --------------
    Total cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . .    12,837,826       7,593,956
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    52,986,184      53,422,149
Mortgage loans held-for-sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,449,948       5,270,999
Loans:
   Real estate residential. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   123,652,296     116,101,197
   Real estate commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    31,941,902      30,454,798
   Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,952,844       3,353,133
   Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14,410,066      14,357,635
                                                                                         -------------  --------------
     Total Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   172,957,108     164,266,763
   Less: Allowance for loan losses. . . . . . . . . . . . . . . . . . . . . . . . . . .     1,680,427       1,679,215
                                                                                         -------------  --------------
     Loans receivable, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   171,276,681     162,587,548

Premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5,238,623       4,929,433
Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,468,124       1,465,347
Other real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,420,359         632,465
Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,341,854       2,341,854
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,164,050       6,270,671
                                                                                         -------------  --------------
     Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $258,183,649   $ 244,514,422
                                                                                         =============  ==============

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

Deposits:
  Interest bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $166,774,515   $ 156,553,658
  Non-interest bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13,044,610      13,035,489
                                                                                         -------------  --------------
     Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   179,819,125     169,589,147
Borrowed funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    46,644,000      49,440,500
Company obligated mandatorily redeemable preferred securities of subsidiary, Pathfinder
Statutory Trust I, holding solely junior subordinated debentures of the Company . . . .     5,000,000               0
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,489,348       3,300,026
                                                                                         -------------  --------------
     Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   234,952,473     222,329,673

Shareholders' equity:
   Preferred stock, authorized shares 1,000,000; no shares issued or outstanding
   Common stock, par value $.01 per share; authorized 10,000,000
     shares; 2,906,686 and 2,894,220 shares issued;  and 2,602,513 and 2,600,995
    shares outstanding 2002 and 2001, respectively. . . . . . . . . . . . . . . . . . .        29,067          28,942
   Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,050,534       6,917,817
   Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19,936,150      19,015,639
   Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . .       162,037          80,652
   Unearned ESOP shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (131,588)       (173,142)
   Treasury Stock, at cost; 304,173 and 293,225 shares, respectively. . . . . . . . . .    (3,815,024)     (3,685,159)
                                                                                         -------------  --------------
     Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23,231,176      22,184,749
                                                                                         -------------  --------------

     Total liabilities and shareholders' equity . . . . . . . . . . . . . . . . . . . .  $258,183,649   $ 244,514,422
                                                                                         =============  ==============
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
PATHFINDER  BANCORP, INC.
                               CONSOLIDATED STATEMENTS OF INCOME
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
                                          (UNAUDITED)

                                                               September 30,    September 30,
                                                                    2002            2001
                                                               --------------  ---------------
INTEREST INCOME:
  Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    3,191,513  $    3,133,892
  Interest and dividends on investments:
    U.S. Treasury and agencies. . . . . . . . . . . . . . . .          53,370          89,132
    State and political subdivisions. . . . . . . . . . . . .          77,429          81,313
    Corporate obligations . . . . . . . . . . . . . . . . . .         279,202         373,385
    Marketable equity securities. . . . . . . . . . . . . . .          47,851          54,489
    Mortgage-backed securities. . . . . . . . . . . . . . . .         208,655         309,416
    Federal funds sold and interest-bearing deposits. . . . .          60,168          32,718
                                                               --------------  ---------------
       Total interest income. . . . . . . . . . . . . . . . .       3,918,188       4,074,345

INTEREST EXPENSE:
  Interest on deposits. . . . . . . . . . . . . . . . . . . .       1,139,458       1,544,769
  Interest on borrowed funds. . . . . . . . . . . . . . . . .         628,613         552,730
                                                               --------------  ---------------
       Total interest expense . . . . . . . . . . . . . . . .       1,768,071       2,097,499
                                                               --------------  ---------------

          Net interest income . . . . . . . . . . . . . . . .       2,150,117       1,976,846
  Provision for loan losses . . . . . . . . . . . . . . . . .         138,424          38,528
                                                               --------------  ---------------
          Net interest income after provision for loan losses       2,011,693       1,938,318
                                                               --------------  ---------------

OTHER INCOME:
  Service charges on deposit accounts . . . . . . . . . . . .         155,111         136,552
  Loan servicing fees . . . . . . . . . . . . . . . . . . . .          74,368          53,937
  Increase in value of bank owned life insurance. . . . . . .          43,582          61,868
  Net gain on securities, loans and other real estate . . . .           2,562         (39,682)
  Other charges, commissions & fees . . . . . . . . . . . . .          94,321         119,021
                                                               --------------  ---------------
          Total other income. . . . . . . . . . . . . . . . .         369,944         331,696
                                                               --------------  ---------------

OTHER EXPENSES:
  Salaries and employee benefits. . . . . . . . . . . . . . .         999,444         752,666
  Building occupancy. . . . . . . . . . . . . . . . . . . . .         184,435         190,391
  Data processing expenses. . . . . . . . . . . . . . . . . .         184,480         192,725
  Professional and other services . . . . . . . . . . . . . .         189,538         170,053
  Amortization of goodwill. . . . . . . . . . . . . . . . . .               -          78,939
  Other expenses. . . . . . . . . . . . . . . . . . . . . . .         354,535         304,842
          Total other expenses. . . . . . . . . . . . . . . .       1,912,432       1,689,616
                                                               --------------  ---------------

Income before income taxes. . . . . . . . . . . . . . . . . .         469,205         580,398
Provision for income taxes. . . . . . . . . . . . . . . . . .         120,379         137,415
                                                               --------------  ---------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . .  $      348,826  $      442,983
                                                               ==============  ===============

     NET INCOME PER SHARE - BASIC . . . . . . . . . . . . . .  $         0.11  $         0.17
                                                               ==============  ===============
     NET INCOME PER SHARE - DILUTED . . . . . . . . . . . . .  $         0.11  $         0.17
                                                               ==============  ===============
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
PATHFINDER BANCORP, INC.
                              CONSOLIDATED STATEMENTS OF INCOME
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
                                         (UNAUDITED)

                                                               September 30,   September 30,
                                                                    2002            2001
                                                               --------------  --------------
INTEREST INCOME:
  Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    9,693,124  $    9,360,114
  Interest and dividends on investments:
    U.S. Treasury and agencies. . . . . . . . . . . . . . . .         117,884         327,472
    State and political subdivisions. . . . . . . . . . . . .         234,892         253,889
    Corporate obligations . . . . . . . . . . . . . . . . . .         906,951       1,165,198
    Marketable equity securities. . . . . . . . . . . . . . .         109,422         137,605
    Mortgage-backed securities. . . . . . . . . . . . . . . .         683,028       1,005,702
    Federal funds sold and interest-bearing deposits. . . . .          75,308          56,989
                                                               --------------  --------------
       Total interest income. . . . . . . . . . . . . . . . .      11,820,609      12,306,969

INTEREST EXPENSE:
  Interest on deposits. . . . . . . . . . . . . . . . . . . .       3,530,164       4,760,037
  Interest on borrowed funds. . . . . . . . . . . . . . . . .       1,757,076       1,827,401
                                                               --------------  --------------
       Total interest expense . . . . . . . . . . . . . . . .       5,287,240       6,587,438
                                                               --------------  --------------

          Net interest income . . . . . . . . . . . . . . . .       6,533,369       5,719,531
  Provision for loan losses . . . . . . . . . . . . . . . . .       1,208,005         578,739
                                                               --------------  --------------
          Net interest income after provision for loan losses       5,325,364       5,140,792
                                                               --------------  --------------

OTHER INCOME:
  Service charges on deposit accounts . . . . . . . . . . . .         451,819         392,418
  Loan servicing fees . . . . . . . . . . . . . . . . . . . .         198,109         126,154
  Increase in value of bank owned life insurance. . . . . . .         163,746         143,041
  Net gain on securities, loans and other real estate . . . .         754,575         429,144
  Other charges, commissions & fees . . . . . . . . . . . . .         319,451         323,810
                                                               --------------  --------------
          Total other income. . . . . . . . . . . . . . . . .       1,887,700       1,414,567
                                                               --------------  --------------

OTHER EXPENSES:
  Salaries and employee benefits. . . . . . . . . . . . . . .       2,733,986       2,239,876
  Building occupancy. . . . . . . . . . . . . . . . . . . . .         553,669         617,502
  Data processing expenses. . . . . . . . . . . . . . . . . .         585,874         566,881
  Professional and other services . . . . . . . . . . . . . .         595,215         525,577
  Amortization of goodwill. . . . . . . . . . . . . . . . . .               -         236,817
  Other expenses. . . . . . . . . . . . . . . . . . . . . . .       1,025,221         911,658
          Total other expenses. . . . . . . . . . . . . . . .       5,493,965       5,098,311
                                                               --------------  --------------

Income before income taxes. . . . . . . . . . . . . . . . . .       1,719,099       1,457,048
Provision for income taxes. . . . . . . . . . . . . . . . . .         452,911         391,435
                                                               --------------  --------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . .  $    1,266,188  $    1,065,613
                                                               ==============  ==============

     NET INCOME PER SHARE - BASIC . . . . . . . . . . . . . .  $         0.49  $         0.42
                                                               ==============  ==============
     NET INCOME PER SHARE - DILUTED . . . . . . . . . . . . .  $         0.48  $         0.41
                                                               ==============  ==============
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
PATHFINDER BANCORP, INC.
                                 STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                     NINE MONTHS ENDED SEPTEMBER 30, 2002
                                                 (unaudited)

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

Comprehensive income:
  Net income . . . . . . . . . . . . . . . . . . . .                                      1,266,188
  Other comprehensive income, net of tax
     Unrealized gains on securities:
     Unrealized holding gains arising during period
     Reclassification adjustment for gains included
       in net income
  Other comprehensive income, before tax
  Income tax provision
  Other comprehensive income, net of tax
Comprehensive income:

ESOP shares earned . . . . . . . . . . . . . . . . .                            48,243
Stock option exercised . . . . . . . . . . . . . . .     12,466        125      84,474
Treasury stock purchased
Dividends declared ($.22 per share). . . . . . . . .                                        (345,677)
                                                      ----------------------------------------------
BALANCE, SEPTEMBER 30, 2002. . . . . . . . . . . . .  2,906,686   $ 29,067   $7,050,534   $19,936,150
                                                      ===============================================
Accumulated
                                                                        Other Com-       Unearned
                                                       Comprehensive    prehensive        ESOP       Treasury
                                                       Income(Loss)       Income          Shares       Stock      Total
                                                      ---------------  ------------  ----------  ------------  -----------
BALANCE, DECEMBER 31, 2001 . . . . . . . . . . . . .  $            -   $    80,652   $(173,142)  $(3,685,159)  $22,184,749

Comprehensive income:
  Net income . . . . . . . . . . . . . . . . . . . .       1,266,188                                             1,266,188
  Other comprehensive income, net of tax
     Unrealized gains on securities:
     Unrealized holding gains arising during period.         752,661
     Reclassification adjustment for gains included
       in net income . . . . . . . . . . . . . . . .        (617,320)
                                                      ---------------
  Other comprehensive income, before tax . . . . . .         135,341
  Income tax provision . . . . . . . . . . . . . . .         (53,956)
                                                      ---------------
  Other comprehensive income, net of tax . . . . . .          81,385        81,385                                  81,385
                                                      ---------------
Comprehensive income:. . . . . . . . . . . . . . . .       1,347,573
                                                      ===============

ESOP shares earned . . . . . . . . . . . . . . . . .                                     41,554                     89,797
Stock option exercised . . . . . . . . . . . . . . .                                                                84,599
Treasury stock purchased . . . . . . . . . . . . . .                                                (129,865)     (129,865)
Dividends declared ($.22 per share). . . . . . . . .                                                              (345,677)
                                                      ---------------
BALANCE, SEPTEMBER 30, 2002. . . . . . . . . . . . .  $            -   $   162,037   $(131,588)  $(3,815,024)   $23,231,176
                                                      ===============  ============  ==========  ============   ===========
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
PATHFINDER BANCORP, INC.
                                          STATEMENTS OF CASH FLOWS
                     For the nine months ended September 30, 2002 and September 30, 2001
                                                 (unaudited)

                                                              September 30,   September 30,
                                                                   2002            2001
                                                              --------------  --------------
OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . .      1,266,188       1,065,613
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Provision for loan losses. . . . . . . . . . . . . . . . .      1,208,005         578,739
  ESOP and other stock-based compensation earned . . . . . .         89,797          58,938
  Deferred income tax benefit. . . . . . . . . . . . . . . .       (139,214)       (201,213)
  Proceeds from sale of loans. . . . . . . . . . . . . . . .     15,873,671       9,257,819
  Originations of loans held-for-sale. . . . . . . . . . . .    (14,049,992)    (12,514,787)
  Realized loss/(gain) on:
    Sale of real estate loans through foreclosure. . . . . .          9,253          33,602
    Loans. . . . . . . . . . . . . . . . . . . . . . . . . .         (2,628)        (16,714)
    Available-for-sale investment securities . . . . . . . .       (617,320)       (446,229)
  Depreciation . . . . . . . . . . . . . . . . . . . . . . .        351,083         351,108
  Amortization of goodwill . . . . . . . . . . . . . . . . .              -         236,817
  Amortization of deferred financing costs . . . . . . . . .          1,312               -
  Increase in surrender value of life insurance. . . . . . .       (163,746)       (143,040)
  Net accretion of premiums and discounts
    on investment securities . . . . . . . . . . . . . . . .        (31,359)         (7,675)
  (Increase) decrease in interest receivable . . . . . . . .         (2,777)         50,660
  Net change in other assets and liabilities . . . . . . . .       (442,323)       (993,308)
NET CASH PROVIDED BY OPERATING ACTIVITIES. . . . . . . . . .      3,349,950      (2,689,670)
                                                              --------------  --------------

INVESTING ACTIVITIES
  Purchase of investment securities available-for-sale . . .     (9,915,570)     (1,823,332)
  Proceeds from maturities and principle reductions of
    investment securities available-for-sale . . . . . . . .      9,335,953       4,584,055
  Proceeds from sale:
    Real estate acquired through foreclosure . . . . . . . .        311,546         306,065
    Available-for-sale investment securities . . . . . . . .      1,799,602       5,372,845
  Net increase in loans. . . . . . . . . . . . . . . . . . .    (11,005,831)     (7,122,340)
  Purchase of premises and equipment . . . . . . . . . . . .       (660,273)       (300,240)
NET CASH USED IN INVESTING ACTIVITIES. . . . . . . . . . . .    (10,134,573)      1,017,053
                                                              --------------  --------------

FINANCING ACTIVITIES
  Net increase in demand deposits, NOW accounts
    savings accounts, money market deposit accounts
    and escrow deposits. . . . . . . . . . . . . . . . . . .      6,542,303       8,361,232
  Net increase (decrease) in time deposits . . . . . . . . .      3,687,675      (2,353,440)
  Net repayments from borrowings . . . . . . . . . . . . . .     (2,796,500)     (2,457,000)
  Proceeds from trust preferred obligation . . . . . . . . .      4,849,000               -
  Proceeds from exercise of stock options. . . . . . . . . .         84,599               -
  Cash dividends . . . . . . . . . . . . . . . . . . . . . .       (208,719)       (468,269)
  Treasury stock purchased . . . . . . . . . . . . . . . . .       (129,865)              -
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . . . . .     12,028,493       3,082,523
                                                              --------------  --------------

  INCREASE IN CASH AND CASH EQUIVALENTS. . . . . . . . . . .      5,243,870       1,409,906
 Cash and cash equivalents at beginning of period. . . . . .      7,593,956       4,155,343
  CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . .     12,837,826       5,565,249
                                                              ==============  ==============

CASH PAID DURING THE PERIOD FOR:
  Interest . . . . . . . . . . . . . . . . . . . . . . . . .      5,296,620       6,568,104
  Income taxes paid. . . . . . . . . . . . . . . . . . . . .        690,000         419,618

NON-CASH INVESTING ACTIVITY:
  Transfer of loans to other real estate . . . . . . . . . .      1,108,693         337,913
  Increase in unrealized gains and losses on
  available-for-sale investments securities. . . . . . . . .       (135,341)     (1,313,031)
  Securitization of loans and held as an investment security              -               -
NON-CASH FINANCING ACTIVITY:
  Dividends declared and unpaid. . . . . . . . . . . . . . .        208,201          69,068
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements
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,
2001 and for the three year period then ended.  Therefore, only material changes
in  financial condition and results of operations are discussed in the remainder
of  part  1.

Operating  results for the three months and nine months ended September 30, 2002
are  not necessarily indicative of the results that may be expected for the year
ending  December  31,  2002.

2)     EARNINGS  PER  SHARE

Basic  earnings per share have been computed based upon net income for the three
months  and  nine  months  ended  September  30,  using  2,579,602 and 2,575,993
weighted  average common shares outstanding for 2002 and 2,567,722 and 2,565,364
for 2001.  Diluted earnings per share for the three months and nine months ended
September  30,  2002  and  2001,  has  been computed using 2,617,651, 2,622,160,
2,626,470 and 2,592,793 shares, respectively.  Dilutive earnings per share gives
effect  to  weighted  average  shares  which  would  be outstanding assuming the
exercise  of  issued  stock  options  using  the  treasury  stock  method.

3)  RECLASSIFICATIONS

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

4)  DIVIDEND  RESTRICTIONS

The  Company  maintains  a  restricted  capital account with a $443,000 balance,
representing  Pathfinder  Bancorp,  MHC's  portion  of  dividends  waived  as of
September  30,  2002.

5)      TRUST  PREFERRED  POOL  TRANSACTION

On  June  26,  2002,  the  Company  formed a wholly owned subsidiary, Pathfinder
Statutory  Trust  I, a Connecticut business trust.   The trust issued $5,000,000
of  30  year  floating  rate  Company-obligated  pooled  capital  securities  of
Pathfinder  Statutory Trust I.  The Company borrowed the proceeds of the capital
securities  from  its  subsidiary  by  issuing floating rate junior subordinated
deferrable  interest debentures having substantially similar terms.  The capital
securities  mature  in  2032  and  are  treated as Tier 1 capital by the Federal
Deposit  Insurance  Company  and  the Office of Thrift Supervision.  The capital
securities  of  the  trust  are  a pooled trust preferred fund of Preferred Term
Securities  VI,  Ltd,  and are tied to the 3 month LIBOR plus 3.45%, with a five
year  call  provision.  All  of  these securities are guaranteed by the Company.

6)      SUBSEQUENT  EVENTS

On  October  25,  2002, the Company's subsidiary, Pathfinder Bank, completed the
purchase  of  assets and the assumption of non-municipal deposits of the Lacona,
New  York  branch  of Cayuga Bank.   In addition, Pathfinder Commercial Bank has
received  regulatory  authorization  to  operate as a limited-purpose commercial
bank  subsidiary  of  Pathfinder  Bank.  Pathfinder  Commercial  Bank  has  been
established  to serve the depository needs of public entities in its market area
and  has  assumed  the  deposit  liabilities  of the municipal depositors of the
Lacona  branch.  The  transactions  include  approximately  $26.4  million  in
deposits,  $2.3  million in loans, vault cash and the facility and equipment and
reflects  a  deposit  premium  of  approximately  $2.5  million.

7)     NEW  ACCOUNTING  PRONOUNCEMENTS

On October 1, 2002, Financial Accounting Standards Board (FASB) issued Statement
of  Financial Accounting Standards No. 147, "Accounting for Certain Acquisitions
of  Banking  or  Thrift  Institutions."  Statement  147  changes how the Company
accounts  for  goodwill  arising  from branch acquisitions.  Under previous FASB
rulings,  the  goodwill  arising  from  branch acquisitions was classified as an
"unidentifiable  intangible  asset"  and  therefore  subject  to  amortization.
Statement  147  now  classifies this intangible as goodwill.  In accordance with
the  provisions  of Statement 147, previously issued statements will be restated
to  remove  the  amortization  expense recorded on the goodwill since January 1,
2002.  Current FASB guidelines require goodwill not be amortized, but carried on
a  company's  books  as  an  asset  and  reviewed  periodically  for impairment.

As  of  September  30, 2002, no impairment adjustment has been made to goodwill.
The  impact  of  the  pronouncement  on  the financial statements is as follows:
For the three        For the three        For the nine         For the nine
                                                  months ended         months ended         months ended         months ended
                                               September 30, 2002   September 30, 2001   September 30, 2002   September 30, 2001
                                               -------------------  -------------------  -------------------  -------------------
                                                                   (in thousands except Earnings per Share Data)
Reported net income . . . . . . . . . . . . .  $               349  $               443  $             1,266  $             1,066
Add back: goodwill amortization, net of tax .                    -                   48                    -                  144
                                               -------------------  -------------------  -------------------  -------------------
Adjusted net income . . . . . . . . . . . . .  $               349  $               491  $             1,266  $             1,210
                                               ===================  ===================  ===================  ===================

Basic earnings per share:
Reported net income . . . . . . . . . . . . .  $              0.11  $              0.17  $              0.49  $              0.42
Goodwill amortization, net of tax . . . . . .                    -                 0.02                    -                 0.05
                                               -------------------  -------------------  -------------------  -------------------
Adjusted net income . . . . . . . . . . . . .  $              0.11  $              0.19  $              0.49  $              0.47
                                               ===================  ===================  ===================  ===================

Diluted earnings per share:
Reported net income . . . . . . . . . . . . .  $              0.11  $              0.17  $              0.48  $              0.41
Goodwill amortization, net of tax . . . . . .                    -                 0.02                    -                 0.05
                                               -------------------  -------------------  -------------------  -------------------
Adjusted net income . . . . . . . . . . . . .  $              0.11  $              0.19  $              0.48  $              0.46
                                               ===================  ===================  ===================  ===================
In accordance with the provisions of Statement 147, the Company has adopted this
Statement  retroactive to January 1, 2002, with the impact of the restatement on
previously  issued  Form  10Q's as of March 31, 2002 and June 30, 2002 contained
below:
For the three   For the three    For the six
                                              months ended     months ended    months ended
                                             March 31, 2002   June 30, 2002   June 30, 2002
                                             --------------   -------------   -------------
                                             (in thousands except Earnings per Share Data)
Reported net income . . . . . . . . . . . .  $           502  $          312  $          814
Add back: goodwill amortization, net of tax               48              48              96
                                             ---------------  --------------  --------------
Restated net income . . . . . . . . . . . .  $           550  $          360  $          910
                                             ===============  ==============  ==============

Basic earnings per share:
Reported net income . . . . . . . . . . . .  $          0.20  $         0.12  $         0.32
Goodwill amortization, net of tax . . . . .             0.02            0.02            0.04
                                             ---------------  --------------  --------------
Restated net income . . . . . . . . . . . .  $          0.22  $         0.14  $         0.36
                                             ===============  ==============  ==============

Diluted earnings per share:
Reported net income . . . . . . . . . . . .  $          0.19  $         0.12  $         0.31
Goodwill amortization, net of tax . . . . .             0.02            0.02            0.04
                                             ---------------  --------------  --------------
Restated net income . . . . . . . . . . . .  $          0.21  $         0.14  $         0.35
                                             ===============  ==============  ==============
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

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

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

GENERAL

Throughout  the  Management's  Discussion  and Analysis the term, "the Company",
refers  to the consolidated entity of Pathfinder Bancorp, Inc., Pathfinder Bank,
Pathfinder  REIT Inc., Whispering Oaks Development Corp and Pathfinder Statutory
Trust  I.  At  September  30, 2002, Pathfinder Bancorp, Inc.'s only business was
the  100%  ownership  of  Pathfinder  Bank  and  Pathfinder  Statutory  Trust I.
Pathfinder Bank owns Pathfinder REIT, Inc. and Whispering Oaks Development Corp.
At September 30, 2002, 1,583,239 shares, or 60.8%, of the Company's common stock
was held by Pathfinder Bancorp, MHC, the Company's mutual holding company parent
and  1,019,274  shares,  or  39.2%,  was  held  by  the  public.

The  Company's  net  income  is  primarily dependent on its net interest income,
which  is  the  difference  between interest income earned on its investments in
mortgage  loans,  investment  securities  and other loans, and its cost of funds
consisting of interest paid on deposits, borrowed funds and the interest paid on
the  trust  preferred  obligation.  The Company's net income also is affected by
its  provision for loan losses, as well as by the amount of non interest income,
including income from fees and service charges, net gains and losses on sales of
securities, 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.

On October 1, 2002, Financial Accounting Standards Board (FASB) issued Statement
of  Financial Accounting Standards No. 147, "Accounting for Certain Acquisitions
of  Banking  or  Thrift  Institutions."  Statement  147  changes how the Company
accounts  for  goodwill  arising  from branch acquisitions.  Under previous FASB
rulings,  the  goodwill  arising  from  branch acquisitions was classified as an
"unidentifiable  intangible  asset"  and  therefore  subject  to  amortization.
Statement  147  now  classifies this intangible as goodwill.  In accordance with
the  provisions  of Statement 147, previously issued statements will be restated
to  remove  the  amortization  expense recorded on the goodwill since January 1,
2002.  Current FASB guidelines require goodwill not be amortized, but carried on
a  company's  books  as  an  asset  and  reviewed  periodically  for impairment.

As  of  September  30, 2002, no impairment adjustment has been made to goodwill.
The  impact  of  the  pronouncement  on  the financial statements is as follows:
For the three        For the three        For the nine         For the nine
                                                  months ended         months ended         months ended         months ended
                                               September 30, 2002   September 30, 2001   September 30, 2002   September 30, 2001
                                               -------------------  -------------------  -------------------  -------------------
                                                                   (in thousands except Earnings per Share Data)
Reported net income . . . . . . . . . . . . .  $               349  $               443  $             1,266  $             1,066
Add back: goodwill amortization, net of tax .                    -                   48                    -                  144
                                               -------------------  -------------------  -------------------  -------------------
Adjusted net income . . . . . . . . . . . . .  $               349  $               491  $             1,266  $             1,210
                                               ===================  ===================  ===================  ===================

Basic earnings per share:
Reported net income . . . . . . . . . . . . .  $              0.11  $              0.17  $              0.49  $              0.42
Goodwill amortization, net of tax . . . . . .                    -                 0.02                    -                 0.05
                                               -------------------  -------------------  -------------------  -------------------
Adjusted net income . . . . . . . . . . . . .  $              0.11  $              0.19  $              0.49  $              0.47
                                               ===================  ===================  ===================  ===================

Diluted earnings per share:
Reported net income . . . . . . . . . . . . .  $              0.11  $              0.17  $              0.48  $              0.41
Goodwill amortization, net of tax . . . . . .                    -                 0.02                    -                 0.05
                                               -------------------  -------------------  -------------------  -------------------
Adjusted net income . . . . . . . . . . . . .  $              0.11  $              0.19  $              0.48  $              0.46
                                               ===================  ===================  ===================  ===================
In accordance with the provisions of Statement 147, the Company has adopted this
Statement  retroactive to January 1, 2002, with the impact of the restatement on
previously  issued  Form  10Q's as of March 31, 2002 and June 30, 2002 contained
below:
For the three   For the three    For the six
                                              months ended     months ended    months ended
                                             March 31, 2002   June 30, 2002   June 30, 2002
                                             --------------   -------------   -------------
                                             (in thousands except Earnings per Share Data)
Reported net income . . . . . . . . . . . .  $           502  $          312  $          814
Add back: goodwill amortization, net of tax               48              48              96
                                             ---------------  --------------  --------------
Restated net income . . . . . . . . . . . .  $           550  $          360  $          910
                                             ===============  ==============  ==============

Basic earnings per share:
Reported net income . . . . . . . . . . . .  $          0.20  $         0.12  $         0.32
Goodwill amortization, net of tax . . . . .             0.02            0.02            0.04
                                             ---------------  --------------  --------------
Restated net income . . . . . . . . . . . .  $          0.22  $         0.14  $         0.36
                                             ===============  ==============  ==============

Diluted earnings per share:
Reported net income . . . . . . . . . . . .  $          0.19  $         0.12  $         0.31
Goodwill amortization, net of tax . . . . .             0.02            0.02            0.04
                                             ---------------  --------------  --------------
Restated net income . . . . . . . . . . . .  $          0.21  $         0.14  $         0.35
                                             ===============  ==============  ==============
The  following  discussion reviews the financial condition at September 30, 2002
and  the  results  of  operations  of  the Company for the three months and nine
months  ended  September  30,  2002  and  September  30,  2001.

Financial  Condition

Assets
------

Total  assets  increased approximately $13.7 million, or 5.6%, to $258.2 million
at  September 30, 2002 from $244.5 million at December 31, 2001. The increase in
total  assets  is  primarily attributable to a $5.2 million increase in cash and
cash  equivalents,  an $8.7 million increase in net loans receivable, a $788,000
increase  in  other  real  estate  and  an  $893,000  increase  in other assets,
partially  offset by a decrease of $1.8 million in mortgage loans held-for-sale.
The increase in net loans receivable is primarily due to a $7.6 million increase
in  residential  real  estate  loans, a $1.5 million increase in commercial real
estate and commercial loans, partially offset by a $400,000 decrease in consumer
loans.  The  increase  in  loans  was principally funded by an increase of $10.2
million  in  deposits  and  proceeds from amortization, maturities, and sales of
investment  securities.

Liabilities
-----------

Total  liabilities  increased  by  $12.6  million, or 5.7%, to $235.0 million at
September  30,  2002  from $222.4 million at December 31, 2001.  The increase is
primarily  attributable  to  a $10.2 million, or 6.0%, increase in deposits, and
the  issuance  of  $5.0  million  of  subordinated  debt  securities,  issued in
connection  with  the  Company's  participation  in  a  trust  preferred  pooled
transaction.  The subordinated debt securities and corresponding trust preferred
securities  have  a term of thirty years and have an adjustable rate of interest
indexed  to  the  three-month  LIBOR  plus  3.45%.  Under  applicable regulatory
guidelines,  the  debt  instrument  from  the sale of trust preferred securities
qualifies  as  capital  for regulatory purposes.  These increases were partially
offset  by a $2.8 million, or 5.7%, decrease in borrowed funds.  The increase in
deposits was primarily attributable to an increase in interest bearing deposits.
The  increase  in  interest  bearing  deposits  was  comprised of a $7.9 million
increase in money management accounts, a $4.0 million increase in time deposits,
partially  offset  by  a $1.7 million decrease in NOW accounts.  The increase in
deposit  accounts  is  primarily  due  to  the Company's active efforts in sales
training  and  relationship  building during a period when consumers are seeking
the  safety  and  relatively  stable  returns  of  bank  deposits.

Liquidity  and  Capital  Resources
----------------------------------

Shareholders'  equity  increased  $1.0  million,  or  4.7%,  to $23.2 million at
September  30,  2002  from  $22.2  million at December 31, 2001. The increase in
shareholders'  equity is primarily the result of a $921,000 increase in retained
earnings.  The  increase  in retained earnings is a result of net income of $1.3
million,  offset  by dividends declared of $346,000 during the first nine months
of  2002.

The Company's primary sources of funds are deposits, amortization and prepayment
of  loans  and  maturities  of  investment  securities  and  other  short-term
investments,  earnings  and funds provided from operations and borrowings. While
scheduled  principal  repayments on loans are a relatively predictable source of
funds,  deposit  flows  and  loan  prepayments are greatly influenced by general
interest  rates,  economic  conditions and competition.  The Company manages the
pricing  of  deposits  to  maintain a desired deposit balance.  In addition, the
Company  invests  excess  funds  in  short-term interest-bearing instruments and
other  assets,  which  provide  liquidity  to  meet  lending  requirements.  For
additional information about cash flows from the Company's operating, financing,
and  investing  activities,  see  the  Statements  of Cash Flows included in the
Financial Statements.  The Company adjusts its liquidity levels in order to meet
funding  needs  of  deposit  outflows,  payment of real estate taxes on mortgage
loans  and  loan  commitments.  At  the  quarter  ended  September 30, 2002, the
Company  has  $20.0  million  in  outstanding  commitments  to extend credit and
management believes the Company has the ability to meet these outstanding credit
commitments.  The  Company  adjusts  liquidity as appropriate to meet its assets
and  liability  management  objectives.

Results  of  Operations
-----------------------

The  Company  recorded net income of approximately $349,000 for the three months
ended  September  30,  2002,  as compared to $443,000 for the same period during
2001.  The  decrease  in  net  income of $94,000, or 21.3%, for the three months
ended September 30, 2002, was primarily the result of a $100,000 increase in the
provision  for loan losses and a $223,000, or 13.2%, increase in other operating
expenses, partially offset by an increase in net interest income of $173,000, or
8.8%, and in other income of $38,000, or 11.5% and a $17,000, or 12.4%, decrease
in  the  provision  for  income  taxes.

For the nine months ended September 30, 2002, the Company recorded net income of
$1.3 million, as compared to $1.1 million for the same period in the prior year.
The  increase  in the year to date earnings reflects an increase in net interest
income of $814,000 and an increase in other income of $473,000, partially offset
by  an  increase  in  the  provision for loan losses of $629,000, an increase in
operating  expenses  of  $396,000,  and  an increase in the provision for income
taxes  of  $61,000.  Net income for the six months ending June 30, 2002 has been
restated to remove $96,000 of goodwill amortization, net of taxes, in accordance
with  the  adoption  of  Statement  of  Financial  Accounting Standards No. 147.

Annualized  return  on average assets and return on average shareholders' equity
were  0.54%  and  6.02%,  respectively, for the three months ended September 30,
2002  compared  to  0.75%  and 7.99% for the third quarter of 2001. Earnings per
share  -  basic  was $.11 for the third quarter of 2002 compared to $.17 for the
same  period  in  2001.   For the nine months ended September 30, 2002, the same
performance  measurements  were  0.68% and 7.32%, as compared to 0.60% and 6.58%
for  the  same  period in the prior year.  Earnings per share-basic for the nine
months ended September 30, 2002 was $.49 compared to $.42 for the same period in
2001.

Interest  Income
----------------

Three  month  period

Interest income, on a tax equivalent basis, totaled $3.9 million for the quarter
ended  September  30,  2002,  as  compared to $4.1 million for the quarter ended
September  30,  2001,  a  decrease  of  $154,000,  or 3.8%.  Interest income was
affected  by  a decrease in the tax equivalent yield on average interest-earning
assets  to  6.55%  from  7.52% in the prior period, offset by an increase in the
average  balance  of  interest-earning  assets  to  $240.8 million for the three
months  ended  September  30, 2002 from $218.1 million in the prior year period.
The  decrease  in the tax equivalent yield was a result of a lower interest rate
environment  during the third quarter of 2002 as compared to the same quarter in
2001.  The yield decrease was mitigated by increased originations of residential
and  commercial  real  estate  loans.

Interest  income on loans receivable increased $58,000, or 1.9%, to $3.2 million
for  the three months ended September 30, 2002 as compared to the same period in
the  prior  year.  The  increase  in  interest  income on loans resulted from an
increase  in  the average balance of loans receivable of $20.4 million, or 13.1%
to  $176.6  million  at September 30, 2002, from $156.2 million at September 30,
2001, partially offset by a decrease in the average yield on loans receivable to
7.23%  from  8.03%.

Interest  income  on mortgage-backed securities decreased by $100,000, or 32.6%,
to $209,000 for the three months ended September 30, 2002, from $309,000 for the
three  months  ended  September  30,  2001.  The  decrease in interest income on
mortgage-backed  securities  resulted  generally from a reduction in the average
balance  on  mortgage-backed  securities  of  $4.7 million and a decrease in the
average  yield  on  mortgage-backed  securities  to  5.67%  from  6.36%.

Interest  income  on investment securities, on a tax equivalent basis, decreased
$139,000,  or  22.3%,  for the three months ended September 30, 2002 to $484,000
from $623,000 for the same period in 2001.  The decrease resulted primarily from
a  decrease  in  the  average balance of investment securities, of $3.2 million,
combined with a decrease in the tax equivalent yield of investment securities to
5.43%  from  6.42%. The decrease in the average balance of investment securities
resulted  from  the  proceeds from calls and maturities of investments primarily
being  utilized  to  fund  the  Company's  loan  portfolio  growth.

Nine  Month  Period

Interest  income,  on a tax equivalent basis, totaled $11.9 million for the nine
months  ended  September  30,  2002,  as  compared to $12.4 million for the same
period  in  2001,  a  decrease  of  $473,000,  or  3.8%.  The  decrease resulted
primarily from a decrease in the tax-equivalent yield on interest-earning assets
to  6.82%  from 7.63%, partially offset by an increase in the average balance of
interest-earning assets of $16.7 million, or 7.7%, to $232.8 million from $216.1
million.

For  the  nine  months  ended  September  30,  2002,  interest  income  on loans
receivable  increased  $340,000,  or 3.6%, as compared to the same period in the
prior year.  Average loans receivable increased $22.9 million while the yield on
average  loans  receivable  decreased  to  7.35%  from  8.15%.

For  the  nine  months  ended  September  30,  2002 and 2001, interest income on
mortgage-backed  securities  was  $683,000  and  $1.0  million,  respectively, a
decrease of $323,000, or 32.1%.  The decrease resulted primarily from a decrease
in  the average balance of mortgage-backed securities of $5.1 million, or 24.7%,
combined  with  a decrease in the average yield on mortgage-backed securities to
5.81%  from  6.45%.  The  decrease  in  the  average  balance of mortgage backed
securities  reflects  the  increase  in prepayments experienced during the first
nine months of 2002 in response to the declining interest rate environment.  The
proceeds  were  utilized  to  fund  the  Company's  loan  growth.

For  the nine months ended September 30, 2002, tax equivalent interest income on
investment  securities decreased $509,000, or 26.0%, to $1.5 million compared to
$2.0  million for the same period in 2001.  The decrease resulted primarily from
a decrease in the average balance of investment securities of $5.0 million and a
decrease  in  the  tax  equivalent  yield on investment securities to 5.49% from
6.50%.

Interest  Expense
-----------------

Three  Month  Period

Interest  expense  for  the  quarter  ended  September  30,  2002  decreased  by
approximately  $329,000,  or  15.7%,  to  $1.8  million  from  $2.1 million when
compared to the same quarter for 2001.  The decrease in interest expense for the
period  was  principally  the  result  of  the  decrease  in the average cost of
interest  bearing  deposits  to 2.72% from 3.91% and the decrease in the average
cost  of  borrowed  funds  to  4.60% from 5.10%.  These decreases were partially
offset by an increase of $9.8 million in the average balance of interest bearing
deposits, a $5.1 million increase in the average balance of borrowed funds and a
$5.0  million  increase  of  trust  preferred  debt.

Nine  Month  Period

For  the  nine  months ended September 30, 2002, interest expense decreased $1.3
million, or 19.7%, when compared to the first nine months of 2001.  The decrease
in interest expense for the period was principally the result of the decrease in
the  average  cost  of  interest  bearing  deposits  to 2.90% from 4.08% and the
decrease  in  the  average  cost  of  borrowed  funds to 4.48% from 5.56%. These
decreases were partially offset by an increase of $6.9 million, or 4.42%, in the
average  balance  of  interest  earning deposits, a $6.4 million increase in the
average  balance  of  borrowed  funds and a $1.8 million increase in the average
balance  of  trust  preferred  debt.

Net  Interest  Income
---------------------

Net  interest  income  increased  $175,000,  or  8.7%, to $2.2 million, on a tax
equivalent basis, for the quarter ended September 30, 2002, when compared to the
same  period  in  the  prior  year.

For  the  nine  months  ended  September 30, 2002, net interest income increased
$826,000,  or  14.3%,  when  compared  to  the  same  period  in the prior year.

Net  interest margin for the quarter ended September 30, 2002 decreased to 3.62%
from  3.67%  when  compared  to the same period in the prior year.  For the nine
months  ended  September  30,  2002, net interest margin increased to 3.79% from
3.57%.  The  increase in the net interest margin is the result of an increase in
net interest income, on a tax equivalent basis, partially offset by the increase
in  the  average  balance  of interest earning assets for the periods presented.

Provision  for  Loan  Losses
----------------------------

The  Company  maintains  an  allowance  for  loan  losses  based  upon a monthly
evaluation  of  known and inherent risks in the loan portfolio, which includes a
review  of  the  balances  and  composition  of  the  loan  portfolio as well as
analyzing  the  level  of  delinquencies  in each segment of the loan portfolio.
Loan  loss  reserves are based upon a methodology that uses loss factors applied
to  loan  balances  and reflects actual loss experience, delinquency trends, and
current economic conditions, as well as standards applied by the Federal Deposit
Insurance  Corporation.  The Company established a provision for loan losses for
the  three  months  ended  September  30,  2002  of  $138,000,  as compared to a
provision  of  $39,000  for  the three months ended September 30, 2001.  For the
nine  months  ended  September  30, 2002, the provision for loan losses was $1.2
million  as  compared  to  $579,000  for  the same period in 2001.  In the prior
quarter,  the  Company  took  actions  to  increase  reserves  to  recognize the
deterioration  in  credit  quality  of  two  significant  lending relationships.
During the third quarter of 2002, the Company foreclosed on the assets of one of
these  borrowers, charging off $598,000 of the loan balance and transferring the
net  realizable  value  of the assets to other real estate owned.  The Company's
allowance  for  loan  losses to non-performing loans ratio improved to 99.82% at
September  30, 2002 as compared to 61.15% at June 30, 2002.  Similar improvement
was  noted  when  comparing  the ratio of non-performing loans to total loans of
0.95%  at  September  30, 2002 to the June 30, 2002 ratio of 2.01%.  The Company
had  non-performing  loans  of  $1.7  million  at  September  30,  2002.

Other  Income
-------------

The  Company's  non-interest  income is principally comprised of fees on deposit
accounts and transactions, loan servicing, commissions, and net securities gains
and  losses.  Non-interest  income,  net  of  gains  and losses from the sale of
securities,  loans,  and  other  real estate, decreased $4,000, or 1.1%, for the
quarter  ended  September  30, 2002, as compared to the same period in the prior
year. The decrease in non-interest income is primarily attributable to a $25,000
decrease  in other charges, commissions and fees, and an $18,000 decrease in the
value  of  bank  owned life insurance.  These decreases were partially offset by
increases of $19,000 and $20,000 in service charges on deposit accounts and loan
servicing fees, respectively.  Gains and losses on the sale of securities, loans
and other real estate increased $42,000 for the quarter ended September 30, 2002
compared  to  the  same  period  in  the  prior  year.

For  the  nine  months  ended  September 30, 2002, non-interest income increased
$473,000,  or  33.4%, compared to the same period in 2001.  Non-interest income,
net  of  gains  and  losses  from  the  sale of securities, loans and other real
estate,  increased  $148,000,  or 15.0%, for the nine months ended September 30,
2002  as  compared  to  September  30,  2001.  Gains  and  losses on the sale of
securities, loans and other real estate increased $325,000 for the period ending
September  30,  2002  as  compared  to  the  same  period  in  2001.

Other  Expense
--------------

Non-interest  expense  increased  $223,000,  or  13.2%,  to $1.9 million for the
quarter  ended September 30, 2002, when compared to the same period in the prior
year.  The  increase  in  operating  expense  was  due  to a $247,000, or 32.8%,
increase in salary expenses, a $50,000, or 16.3%, increase in other expenses and
a  $19,000, or 11.5%, increase in professional and other services.  The increase
in  salary  expense  was primarily the result of the creation of two new officer
positions,  a  15%  increase  in  customer  service representatives' hourly rate
combined with an increase in their hours worked associated with the extension of
the  Bank's  business  hours.  In  addition,  other  employee benefits increased
$62,000  as  a  result  of  increases in insurance premiums and pension expense.
These  increases were partially offset by decreases in amortization of goodwill,
data  processing  and  building  occupancy  of  $79,000,  $8,000  and  $6,000,
respectively.   The  decrease  in  the amortization of goodwill is the result of
the  adoption  of  FASB  Statement  No.  147.

For  the  nine  months  ending  September 30, 2002, operating expenses increased
$396,000,  or  7.8%,  to  $5.5  million from $5.1 million for the same period in
2001. The increase in operating expenses was the result of a $494,000, or 22.1%,
increase in salary expenses, a $114,000, or 12.5%, increase in other expenses, a
$70,000,  or  13.2%,  increase  in professional services and a $19,000, or 3.4%,
increase  in data processing expenses. These expenses were offset by a reduction
of  $237,000, or 100.0%, in amortization of goodwill resulting from the adoption
of  FASB  Statement  No.  147  and  a  $64,000,  or 10.3%, in building occupancy
charges.

Income  Taxes
-------------

The  Company's  effective  income rate was 25.7% for the quarter ended September
30,  2002  as  compared  to  $23.7%  for  the  same  period  in  2001.

For  the  nine months ended September 30, 2002, the Company's effective tax rate
was  26.3%  compared  to  26.9%  for  the  nine months ended September 30, 2001.
ITEM  3  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

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

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

The  Company  does  not  generally maintain in its portfolio fixed interest rate
loans  with  terms exceeding 20 years.  However, beginning the fourth quarter of
2002, 30-year fixed rate mortgages meeting a minimum credit score rating will be
held  in  portfolio.   The  Company  will  hold  qualifying  30-year  fixed rate
mortgages  up  to  a  maximum  level of 5% of the total loan portfolio.  30-year
fixed  rate  loans  that do not meet the minimum credit standard or exceed 5% of
the loan portfolio will be held for sale into the secondary market.  The Company
manages  interest rate and credit risk associated on the mortgage loans held for
sale  and  outstanding  loan  commitments  through  utilization  of forward sale
commitments of mortgage-backed securities for the purpose of passing along these
risks  to  acceptable  third  parties.  Management generally enters into forward
sale commitments to minimize the exposure to longer term fixed rate mortgages in
mortgage  loans held for sale and mortgage commitments where interest rate locks
have  been granted.  The fair value of forward sale commitments was not material
at  September  30, 2002.  To manage interest rate risk within the portfolio, ARM
loans  are  originated  with  terms  that provide that the interest rate on such
loans  cannot  adjust  below  the initial rate.  Generally, the Company tends to
fund  longer-term  loans  and  mortgage-backed securities with shorter-term time
deposits,  repurchase  agreements,  and  advances.  The  impact  of  this
asset/liability  mix  creates  an inherent risk to earnings in a rising interest
rate  environment.  In a rising interest rate environment, the Company's cost of
shorter-term deposits may rise faster than its earnings on longer-term loans and
investments.  Additionally, the prepayment of principal on real estate loans and
mortgage-backed  securities  tends  to  decrease  as  rates rise, providing less
available  funds  to  invest  in  the  higher  rate environment.  Conversely, as
interest  rates  decrease,  the prepayment of principal on real-estate loans and
mortgage-backed  securities  tends  to  increase,  causing the Company to invest
funds  in  a lower rate environment.  The potential impact on earnings from this
mismatch  is  mitigated  to  a  large  extent  by  the size and stability of the
Company's  savings  accounts.  Savings  accounts  have  traditionally provided a
source  of  relatively low cost funding and have demonstrated historically a low
sensitivity  to  interest  rate  changes.  The  Company  generally  matches  a
percentage  of  these, which are deemed core deposits, against longer-term loans
and  investments. In addition, the Company has sought to extend the terms of its
time  deposits.  In  this  regard,  the  Company  has,  on  occasion,  offered
certificates  of  deposits with three and four year terms which allow depositors
to  make  a one-time election, at any time during the term of the certificate of
deposit, to adjust the rate of the certificate of deposit to the then prevailing
rate  for  a certificate of deposit with the same term.  The Company has further
sought  to  reduce  the  term  of  a  portion  of  its  rate sensitive assets by
originating  one  year ARM loans, three year/one year and five year/one year ARM
loans (mortgage loans which are fixed rate for the first three or five years and
adjustable  annually  thereafter),  and  by  maintaining a relatively short term
investment  securities  (original  maturities  of three to five years) portfolio
with  staggered  maturities.

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

Management anticipates that the Company's net interest margin ratio for the last
quarter of 2002 and the first two quarters of 2003, will decrease as the Company
invests,  into  the  current  interest  rate  environment,  the  cash  proceeds
associated  with the trust preferred security issuance and the deposits received
from  the  Cayuga  Bank  branch  acquisition.

GAP ANALYSIS.  At September 30, 2002, the total interest-earning assets maturing
or  repricing  within  one  year  exceeded  total  maturing  or  repricing
interest-bearing  liabilities in the same period by $2.0 million, representing a
cumulative  one-year  gap  ratio  of  a  positive  0.78%.

CHANGES  IN  NET  INTEREST  INCOME AND NET PORTFOLIO VALUE.  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 50 basis point increments in market interest rates.  Net
portfolio  value  (also  referred  to  as  market  value  of  portfolio  equity)
represents  the  fair  value  of  net  assets (determined as the market value of
assets minus the market value of liabilities).  The table quantifies the changes
in  net  interest income and net portfolio value to parallel shifts in the yield
curve.  The  column  "Net Interest Income Percent Change" measures the change to
the next twelve months' projected net interest income, due to parallel shifts in
the  yield  curve.  The  column  "Net  Portfolio  Value Percent Change" measures
changes in the current net mark-to-market value of assets and liabilities due to
parallel  shifts  in  the yield curve.  The base case assumes September 30, 2002
interest rates.  The Company uses these percentage changes as a means to measure
interest  rate risk exposure and quantifies those changes against guidelines set
by  the  Board  of Directors as part of the Company's Interest Rate Risk policy.
The Company's current interest rate risk exposure is within those guidelines set
forth.
CHANGE  IN  INTEREST  RATES
     INCREASE(DECREASE)
      BASIS  POINTS      NET  INTEREST  INCOME    NET  PORTFOLIO  VALUE
      (RATE  SHOCK)       PERCENTAGE  CHANGE        PERCENTAGE  CHANGE
----------------------     -------------------     ------------------
300. . . . . . .             - 7.61%                  - 15.85%
  200. . . . . .               - 4.59%                   - 9.37%
  100. . . . . . .             - 2.02%                    -3.44%
    Base Case
(100). . . . . . .             - 2.24%                    -4.90%
(200). . . . . . .             - 3.87%                    -9.76%
(300). . . . . . .             - 6.81%                   -12.89%
The  negative percentage change from the base case in the downward interest rate
scenario is the result of deposit product interest rate floors incorporated into
the  modeling, causing the assets to continue to reprice downward while the cost
of  funds  remains  relatively  stable.
ITEM  4  -  CONTROLS  AND  PROCEDURES

EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES.   The  Company's  Chief
Executive  Officer  and  Chief Financial Officer have concluded,  based on their
evaluation  within  90  days prior to the filing date of this  report,  that the
Company's  disclosure  controls  and  procedures  (as  defined  in  Securities
Exchange  Act  Rules  13a-14(c)  and  15d-14(c))  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  have been no significant
changes  in  the  Company's  internal  controls  or  in other factors that could
significantly  affect  these  controls  subsequent  to  the  date  of  the
foregoing  evaluation.

CHANGES  IN  INTERNAL  CONTROLS.  There  were no significant changes made in our
internal controls during the period covered by this report or, to our knowledge,
in  other  factors  that could significantly affect these controls subsequent to
the  date  of  their  evaluation.
PART  II  -  OTHER  INFORMATION
-------------------------------

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

From  time  to  time,  the  Company  is  involved as a plaintiff or defendant in
various  legal  actions  incident  to  its  business.  None  of  these  actions
individually  or  in  the  aggregate is believed to be material to the financial
condition  of  the  Company

On  November  28,  2001,  the  Company  and its Board of Directors were named as
defendants  in  Jewelcor  Management,  Inc.  ("Jewelcor") v. Pathfinder Bancorp,
                ----------------------------------------------------------------
Inc.,  et  al.  This  action  was  filed  in  the  United States District Court,
    ---------
Northern  District.  In  its  complaint,  Jewelcor  alleges  that  the Company's
    ---
directors  breached their fiduciary duties to the Company by failing to consider
    --
an  offer  from  Fulton  Savings  Bank for the sale of the Company.  Jewelcor is
seeking  damages  in  excess  of  $1  million, punitive damages in excess of $10
million  and  equitable  relief.  Management  and  the Board of Directors of the
Company  have  carefully  reviewed  Jewelcor's complaint and believes that it is
without  merit.  The  Company has filed a motion to dismiss the complaint.  Oral
arguments  for  the  motion  to  dismiss  were heard on April 5, 2002 before the
United States District Court for the Northern District of New York.  No decision
on  the  motion  has  been  rendered  at  this  date.

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

Not  applicable

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

Not  applicable

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

Not  applicable

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

On  September  17,  2002 the Board of Directors declared a $.08 cash dividend to
shareholders  of  record  as of September 30, 2002, payable on October 15, 2002.

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

(a)  The  following  exhibits  are  filed  herewith:
Exhibit  99.1  -  Officers'  Certification  Pursuant  to  Section  906  of  the
Sarbanes-Oxley  Act  of  2002.

(b)  Reports  on  Form  8-K
None
23

                                   SIGNATURES

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

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

Date:  November  13,  2002             /s/  Thomas  W.  Schneider
      ----------------------          --------------------------------------
                                         Thomas  W.  Schneider
                                         President,  Chief  Executive Officer

Date:  November  13,  2002            /s/  James  A.  Dowd
       ---------------------          -------------------------------------
                                      James  A.  Dowd
                                      Vice  President, Chief Financial 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 this quarterly report on Form 10-Q of Pathfinder Bancorp,
Inc.;

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

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

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:
a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;
b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and
c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;
5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

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

November  13,  2002               /s/Thomas  W.  Schneider
-------------------               ------------------------------------------
Date                               President  and  Chief  Executive  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 this quarterly report on Form 10-Q of Pathfinder Bancorp,
Inc.;

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

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

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

a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

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

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

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

November  13,  2002          /s/  James  A.  Dowd
-------------------          ------------------------------------------------
Date                          Vice  President  and  Chief  Financial  Officer

23

                                   SIGNATURES

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

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

Date:  November  13,  2002      /s/  Thomas  W.  Schneider
       -------------------      --------------------------
     Thomas  W.  Schneider
     President,  Chief  Executive  Officer

Date:  November  13,  2002     /s/  James  A.  Dowd
       -------------------     --------------------
     James  A.  Dowd
     Vice  President,  Chief  Financial  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 this quarterly report on Form 10-Q of Pathfinder Bancorp,
Inc.;

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

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

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:
a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;
b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and
c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;
5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

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

November  13,  2002               /s/Thomas  W.  Schneider
-------------------               ------------------------
Date                         President  and  Chief  Executive  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 this quarterly report on Form 10-Q of Pathfinder Bancorp,
Inc.;

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

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

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

a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

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

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

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

November  13,  2002     /s/  James  A.  Dowd
-------------------     --------------------
Date     Vice  President  and  Chief  Financial  Officer
EXHIBIT 99.1

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

Thomas  W.  Schneider,  President and Chief Executive Officer and James A. Dowd,
Vice  President  and  Chief  Financial  Officer of Pathfinder Bancorp, Inc. (the
"Company") each certify in his capacity as an officer of the Company that he has
reviewed  the quarterly report of the Company on Form 10-Q for the quarter ended
September  30,  2002  and  that  to  the  best  of  his  knowledge:

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

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

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

  November  13,  2002           /s/  Thomas  W.  Schneider
----------------------          ------------------------------------------
 Date                            President  and  Chief  Executive  Officer

 November  13,  2002               /s/  James  A.  Dowd
--------------------             -----------------------------------------------
 Date                            Vice  President  and  Chief  Financial  Officer