Registration No. 333-______

     As filed with the Securities and Exchange Commission on April 12, 2002


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                      Partners Trust Financial Group, Inc.
             (Exact Name of Registrant as Specified in its Charter)

               Federal                                       75-2993918
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                               233 Genesee Street
                              Utica, New York 13501
                    (Address of Principal Executive Offices)



                         SBU Bank Incentive Savings Plan
                            (Full Title of the Plan)


                                   Copies to:

          John A. Zawadzki                       John J. Gorman, Esquire
          President and               Luse Lehman Gorman Pomerenk & Schick, P.C.
     Chief Executive Officer             5335 Wisconsin Ave., N.W., Suite 400
Partners Trust Financial Group, Inc.              Washington, DC 2015
         233 Genesee Street                        (202) 274-2000
        Utica, New York 13501
           (315) 738-4778
    (Name, Address and Telephone
    Number of Agent for Service)



     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. : [x]


<PAGE>


<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

<C>                                <C>                                                                 <C>
401(k) Participation               (1)                   __                     __                     (2)
Interests

====================================================================================================================
</TABLE>


--------------
(1)  Represents an  indeterminate  number of interests in the SBU
     Bank Incentive Savings Plan (the "Plan").

(2)  Pursuant to Rule 457(h)(3) no registration fee is required to be paid.



     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.



























<PAGE>


PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

     This Registration Statement relates to the registration of an indeterminate
number of  participation  interests in the SBU Bank Incentive  Savings Plan (the
"Plan").  Documents  containing  the  information  required  by  Part  I of  the
Registration Statement have been or will be sent or given to participants in the
Plan,  as specified by Securities  Act Rule  428(b)(1).  Such  documents are not
filed with the Securities and Exchange  Commission (the "Commission")  either as
part of this Registration  Statement or as prospectuses or prospectus supplement
pursuant to Rule 424, in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents filed by Partners Trust Financial Group, Inc. (the "Company")
pursuant to Sections 13(a) and (c), 14 or 15(d) of the  Securities  Exchange Act
of 1934, as amended (the "Exchange  Act") after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this registration statement
and be part  hereof  from the date of filing of such  documents.  Any  statement
contained  in this  Registration  Statement,  or in a document  incorporated  by
reference  herein,  shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement contained herein, or
in any other subsequently filed document which also is incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

     The  following  documents  filed or to be filed  with  the  Commission  are
incorporated by reference in this Registration Statement:

     a) The audited  financial  statements  of the  Savings  Bank of Utica as of
December  31,  2000 and 1999 and for each of the years in the three year  period
ended  December  31,  2000,  1999 and 1998,  and the  unaudited  information  at
September  30,  2001 and the nine  months  ended  September  30,  2001 and 2000,
contained  in the  Registration  Statement  on Form  S-1  (Commission  File  No.
333-75514)  originally  filed with the  Commission on December 19, 2001, and all
amendments (the "S-1").

     b) The  description of the common stock,  par value $0.10 per share, of the
Company  contained in the S-1 (Commission File No.  333-75514)  originally filed
with the  Commission on December 19, 2001,  and all  amendments or reports filed
for the purpose of updating such description.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Article XI of the Bylaws of the  Company  sets  forth  circumstances  under
which directors, officers, employees and agents of the Company may be insured or
indemnified against liability which they incur in their capacities as such:

     Article XI:
     ----------

     Each person who was or is made a party or is  threatened to be made a party
to or is otherwise  involved in any action,  suit or proceeding,  whether civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason of the fact that he is or was a  Director,  officer  or  employee  of the
Company or is or was  serving  at the  request  of the  Company  as a  Director,
Officer or employee of another  corporation or of a partnership,  joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan  (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
alleged action in an official capacity as a Director,  officer or employee or in
any other  capacity while serving as a Director,  officer or employee,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the  Regulations  of the Office of Thrift  Supervision  ("Office"),  as the same
exists or may  hereafter  be amended  against all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith.

     The right to indemnification conferred herein shall include the right to be
paid by the Company the expenses  incurred in defending  any such  proceeding in
advance  of its final  disposition,  to the  fullest  extent  authorized  by the
Regulations of the Office. The rights to indemnification  and to the advancement
of expenses  conferred  herein  shall be contract  rights and such rights  shall
continue  as to an  indemnitee  who has  ceased  to be a  Director,  officer  or
employee and shall inure to the benefit of the indemnitee's heirs, executors and
administrators.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

         The following exhibits are filed with or incorporated by reference from
the S-1 into this Registration Statement:

5    Opinion of Luse Lehman Gorman Pomerenk & Schick, P.C. as to the legality of
     the participation interests registered hereby.

23.1 Consent of Luse Lehman  Gorman  Pomerenk & Schick,  P.C.  (contained in the
     opinion included as Exhibit 5).

23.2 Consent of KPMG LLP.

23.3 Consent of PricewaterhouseCoopers LLP.

24.  Power of Attorney  (contained  in the signature  page to this  Registration
     Statement).

99.1 SBU Bank Incentive  Savings Plan  Prospectus  Supplement  (incorporated  by
     reference to Exhibit 99.6 to the S-1).

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

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

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Utica,  State of New York, on this 10th day of
April, 2002.

                                           PARTNERS TRUST FINANCIAL GROUP, INC.


Date: April 10, 2002              By:      /s/ John A. Zawadzki
                                           -----------------------------------
                                           John A. Zawadzki, President and
                                           Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors  and officers of Partners  Trust  Financial
Group,  Inc. (the  "Company")  hereby  severally  constitute and appoint John A.
Zawadzki, as our true and lawful attorney and agent, to do any and all things in
our names in the capacities indicated below which said John A. Zawadzki may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission,  in  connection  with the  registration  of  participation
interests in the SBU Bank Incentive Savings Plan,  including  specifically,  but
not  limited  to,  power  and  authority  to  sign  for us in our  names  in the
capacities indicated below the registration statement and any and all amendments
(including post-effective amendments) thereto; and we hereby approve, ratify and
confirm  all that said John A.  Zawadzki  shall do or cause to be done by virtue
thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signatures                          Title                               Date



/s/ John A. Zawadzki                President, Chief              April 10, 2002
--------------------
John A. Zawadzki                    Executive Officer
                                    and Director
                                    (Principal Executive
                                    Officer)

/s/ Steven A. Covert                Senior Vice President and     April 10, 2002
--------------------
Steven A. Covert                    Chief Financial Officer
                                    (Principal Financial
                                    and Accounting Officer)


/s/ Elizabeth B. Dugan              Director                      April 10, 2002
----------------------
Elizabeth B. Dugan



/s/ Richard R. Griffith             Director                      April 10, 2002
-----------------------
Richard R. Griffith



/s/ Gordon M. Hayes, Jr.            Director                      April 12, 2002
------------------------
Gordon M. Hayes, Jr.



                                    Director                      ________, 2002
------------------------
Nicholas O. Matt



                                    Director                      ________, 2002
--------------------------
Dr. Marybeth K. McCall



/s/ William L. Schrath              Director                      April 10, 2002
--------------------------
William L. Schrauth



/s/ John B. Stetson                 Director                      April 10, 2002
--------------------------
John B. Stetson



                                    Director                      ________, 2002
--------------------------
Dwight E. Vicks, Jr.



                                    Director                      ________, 2002
--------------------------
John R. Zapisek




<PAGE>





     THE PLAN.  Pursuant to  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Utica, State of New York,
on April 10, 2002.

                                                SBU BANK INCENTIVE SAVINGS PLAN



                                       By:      /s/ Sandra Wilczynski
                                                -------------------------------
                                                Sandra Wilczynski
                                                Plan Administrator
                                                Vice President - Human Resources


<PAGE>


                                  EXHIBIT INDEX


Exhibit Number             Description

5    Opinion of Luse Lehman Gorman Pomerenk & Schick, P.C. as to the legality of
     the participation interests registered hereby.

23.1 Consent of Luse Lehman  Gorman  Pomerenk & Schick,  P.C.  (contained in the
     opinion included as Exhibit 5).

23.2 Consent of KPMG LLP.

23.3 Consent of PricewaterhouseCoopers LLP

24   Power of Attorney  (contained  in the signature  page to this  Registration
     Statement).

99.1 SBU Bank Incentive  Savings Plan  Prospectus  Supplement  (incorporated  by
     reference to Exhibit 99.6 to the S-1).




<PAGE>


                                    EXHIBIT 5

<PAGE>









April 12, 2002                                                    (202) 274-2000

Board of Directors
Partners Trust Financial Group, Inc.
233 Genesee Street
Utica, New York 13501

     Re: SBU Bank Incentive Savings Plan Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the  registration  of  participation  interests in the SBU Bank
Incentive  Savings  Plan (the  "Plan").  We have  reviewed  the  Partners  Trust
Financial  Group,  Inc.'s (the "Company")  Charter,  the Plan, the  Registration
Statement  on Form S-8 (the "Form  S-8"),  as well as  applicable  statutes  and
regulations governing the Company.

     Based on the foregoing, we are of the following opinion:

     Upon the effectiveness of the Form S-8, the participation  interests in the
Plan will legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                        Very truly yours,



                                        /s/Luse Lehman Gorman Pomerenk & Schick
                                        ----------------------------------------
                                           Luse Lehman Gorman Pomerenk & Schick
                                           A Professional Corporation


<PAGE>


                                  Exhibit 23.2






<PAGE>


                                                                Exhibit 23.2


                        Independent Accountants' Consent


The Board of Directors
Partners Trust Financial Group, Inc.


     We consent to the incorporation by reference in the registration  statement
on Form S-8 of Partners  Trust  Financial  Group,  Inc.  related to the SBU Bank
Incentive  Savings  Plan of our report dated  December 7, 2001,  relating to the
consolidated   statment  of   condition   of  The  Savings  Bank  of  Utica  and
subsidiairies as of December 31, 2000, and the related  consolidated  statements
of  income,  changes in equity,  and cash flows for the year then  ended,  which
report appears in the  registration  statement on Form S-1 (No.  333-75514),  as
amended, of Partners Trust Financial Group, Inc.


                                                /s/ KPMG LLP


Albany, New York
April 12, 2002









<page>


                                  Exhibit 23.3





<page>


                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form S-8 of our report dated  February  18, 2000,  relating to the
financial  statements  of The  Savings  Bank of Utica  and  Subsidiaires,  which
appears in Partners Trust Financial  Group.,  Inc.'s  Regsitration  Statement on
Form S-1 (No. 333-75514).




/s/ PricewaterhouseCoopers LLP





Syracuse, New York
April 12, 2002
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{"company-data": {"conformed-name": "PARTNERS TRUST FINANCIAL GROUP INC", "cik": "0001163345", "assigned-sic": "6770", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86160", "film-number": "02609625"}, "business-address": {"street1": "233 GENESEE STREET", "city": "UTICA", "state": "NY", "zip": "13501"}}
Registration No. 333-______

     As filed with the Securities and Exchange Commission on April 12, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      Partners Trust Financial Group, Inc.
             (Exact Name of Registrant as Specified in its Charter)

               Federal                                       75-2993918
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                               233 Genesee Street
                              Utica, New York 13501
                    (Address of Principal Executive Offices)

                         SBU Bank Incentive Savings Plan
                            (Full Title of the Plan)

                                   Copies to:

          John A. Zawadzki                       John J. Gorman, Esquire
          President and               Luse Lehman Gorman Pomerenk & Schick, P.C.
     Chief Executive Officer             5335 Wisconsin Ave., N.W., Suite 400
Partners Trust Financial Group, Inc.              Washington, DC 2015
         233 Genesee Street                        (202) 274-2000
        Utica, New York 13501
           (315) 738-4778
    (Name, Address and Telephone
    Number of Agent for Service)

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. : [x]
CALCULATION OF REGISTRATION FEE

====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
401(k) Participation               (1)                   __                     __                     (2)
Interests

====================================================================================================================
--------------
(1)  Represents an  indeterminate  number of interests in the SBU
     Bank Incentive Savings Plan (the "Plan").

(2)  Pursuant to Rule 457(h)(3) no registration fee is required to be paid.

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.
PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

     This Registration Statement relates to the registration of an indeterminate
number of  participation  interests in the SBU Bank Incentive  Savings Plan (the
"Plan").  Documents  containing  the  information  required  by  Part  I of  the
Registration Statement have been or will be sent or given to participants in the
Plan,  as specified by Securities  Act Rule  428(b)(1).  Such  documents are not
filed with the Securities and Exchange  Commission (the "Commission")  either as
part of this Registration  Statement or as prospectuses or prospectus supplement
pursuant to Rule 424, in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents filed by Partners Trust Financial Group, Inc. (the "Company")
pursuant to Sections 13(a) and (c), 14 or 15(d) of the  Securities  Exchange Act
of 1934, as amended (the "Exchange  Act") after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this registration statement
and be part  hereof  from the date of filing of such  documents.  Any  statement
contained  in this  Registration  Statement,  or in a document  incorporated  by
reference  herein,  shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement contained herein, or
in any other subsequently filed document which also is incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

     The  following  documents  filed or to be filed  with  the  Commission  are
incorporated by reference in this Registration Statement:

     a) The audited  financial  statements  of the  Savings  Bank of Utica as of
December  31,  2000 and 1999 and for each of the years in the three year  period
ended  December  31,  2000,  1999 and 1998,  and the  unaudited  information  at
September  30,  2001 and the nine  months  ended  September  30,  2001 and 2000,
contained  in the  Registration  Statement  on Form  S-1  (Commission  File  No.
333-75514)  originally  filed with the  Commission on December 19, 2001, and all
amendments (the "S-1").

     b) The  description of the common stock,  par value $0.10 per share, of the
Company  contained in the S-1 (Commission File No.  333-75514)  originally filed
with the  Commission on December 19, 2001,  and all  amendments or reports filed
for the purpose of updating such description.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Article XI of the Bylaws of the  Company  sets  forth  circumstances  under
which directors, officers, employees and agents of the Company may be insured or
indemnified against liability which they incur in their capacities as such:

     Article XI:
     ----------

     Each person who was or is made a party or is  threatened to be made a party
to or is otherwise  involved in any action,  suit or proceeding,  whether civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason of the fact that he is or was a  Director,  officer  or  employee  of the
Company or is or was  serving  at the  request  of the  Company  as a  Director,
Officer or employee of another  corporation or of a partnership,  joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan  (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
alleged action in an official capacity as a Director,  officer or employee or in
any other  capacity while serving as a Director,  officer or employee,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the  Regulations  of the Office of Thrift  Supervision  ("Office"),  as the same
exists or may  hereafter  be amended  against all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith.

     The right to indemnification conferred herein shall include the right to be
paid by the Company the expenses  incurred in defending  any such  proceeding in
advance  of its final  disposition,  to the  fullest  extent  authorized  by the
Regulations of the Office. The rights to indemnification  and to the advancement
of expenses  conferred  herein  shall be contract  rights and such rights  shall
continue  as to an  indemnitee  who has  ceased  to be a  Director,  officer  or
employee and shall inure to the benefit of the indemnitee's heirs, executors and
administrators.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

         The following exhibits are filed with or incorporated by reference from
the S-1 into this Registration Statement:

5    Opinion of Luse Lehman Gorman Pomerenk & Schick, P.C. as to the legality of
     the participation interests registered hereby.

23.1 Consent of Luse Lehman  Gorman  Pomerenk & Schick,  P.C.  (contained in the
     opinion included as Exhibit 5).

23.2 Consent of KPMG LLP.

23.3 Consent of PricewaterhouseCoopers LLP.

24.  Power of Attorney  (contained  in the signature  page to this  Registration
     Statement).

99.1 SBU Bank Incentive  Savings Plan  Prospectus  Supplement  (incorporated  by
     reference to Exhibit 99.6 to the S-1).

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

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

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Utica,  State of New York, on this 10th day of
April, 2002.

                                           PARTNERS TRUST FINANCIAL GROUP, INC.

Date: April 10, 2002              By:      /s/ John A. Zawadzki
                                           -----------------------------------
                                           John A. Zawadzki, President and
                                           Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors  and officers of Partners  Trust  Financial
Group,  Inc. (the  "Company")  hereby  severally  constitute and appoint John A.
Zawadzki, as our true and lawful attorney and agent, to do any and all things in
our names in the capacities indicated below which said John A. Zawadzki may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission,  in  connection  with the  registration  of  participation
interests in the SBU Bank Incentive Savings Plan,  including  specifically,  but
not  limited  to,  power  and  authority  to  sign  for us in our  names  in the
capacities indicated below the registration statement and any and all amendments
(including post-effective amendments) thereto; and we hereby approve, ratify and
confirm  all that said John A.  Zawadzki  shall do or cause to be done by virtue
thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signatures                          Title                               Date

/s/ John A. Zawadzki                President, Chief              April 10, 2002
--------------------
John A. Zawadzki                    Executive Officer
                                    and Director
                                    (Principal Executive
                                    Officer)

/s/ Steven A. Covert                Senior Vice President and     April 10, 2002
--------------------
Steven A. Covert                    Chief Financial Officer
                                    (Principal Financial
                                    and Accounting Officer)

/s/ Elizabeth B. Dugan              Director                      April 10, 2002
----------------------
Elizabeth B. Dugan

/s/ Richard R. Griffith             Director                      April 10, 2002
-----------------------
Richard R. Griffith

/s/ Gordon M. Hayes, Jr.            Director                      April 12, 2002
------------------------
Gordon M. Hayes, Jr.

                                    Director                      ________, 2002
------------------------
Nicholas O. Matt

                                    Director                      ________, 2002
--------------------------
Dr. Marybeth K. McCall

/s/ William L. Schrath              Director                      April 10, 2002
--------------------------
William L. Schrauth

/s/ John B. Stetson                 Director                      April 10, 2002
--------------------------
John B. Stetson

                                    Director                      ________, 2002
--------------------------
Dwight E. Vicks, Jr.

                                    Director                      ________, 2002
--------------------------
John R. Zapisek
THE PLAN.  Pursuant to  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Utica, State of New York,
on April 10, 2002.

                                                SBU BANK INCENTIVE SAVINGS PLAN

                                       By:      /s/ Sandra Wilczynski
                                                -------------------------------
                                                Sandra Wilczynski
                                                Plan Administrator
                                                Vice President - Human Resources
EXHIBIT INDEX

Exhibit Number             Description

5    Opinion of Luse Lehman Gorman Pomerenk & Schick, P.C. as to the legality of
     the participation interests registered hereby.

23.1 Consent of Luse Lehman  Gorman  Pomerenk & Schick,  P.C.  (contained in the
     opinion included as Exhibit 5).

23.2 Consent of KPMG LLP.

23.3 Consent of PricewaterhouseCoopers LLP

24   Power of Attorney  (contained  in the signature  page to this  Registration
     Statement).

99.1 SBU Bank Incentive  Savings Plan  Prospectus  Supplement  (incorporated  by
     reference to Exhibit 99.6 to the S-1).
EXHIBIT 5
April 12, 2002                                                    (202) 274-2000

Board of Directors
Partners Trust Financial Group, Inc.
233 Genesee Street
Utica, New York 13501

     Re: SBU Bank Incentive Savings Plan Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the  registration  of  participation  interests in the SBU Bank
Incentive  Savings  Plan (the  "Plan").  We have  reviewed  the  Partners  Trust
Financial  Group,  Inc.'s (the "Company")  Charter,  the Plan, the  Registration
Statement  on Form S-8 (the "Form  S-8"),  as well as  applicable  statutes  and
regulations governing the Company.

     Based on the foregoing, we are of the following opinion:

     Upon the effectiveness of the Form S-8, the participation  interests in the
Plan will legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                        Very truly yours,

                                        /s/Luse Lehman Gorman Pomerenk & Schick
                                        ----------------------------------------
                                           Luse Lehman Gorman Pomerenk & Schick
                                           A Professional Corporation
Exhibit 23.2
Exhibit 23.2

                        Independent Accountants' Consent

The Board of Directors
Partners Trust Financial Group, Inc.

     We consent to the incorporation by reference in the registration  statement
on Form S-8 of Partners  Trust  Financial  Group,  Inc.  related to the SBU Bank
Incentive  Savings  Plan of our report dated  December 7, 2001,  relating to the
consolidated   statment  of   condition   of  The  Savings  Bank  of  Utica  and
subsidiairies as of December 31, 2000, and the related  consolidated  statements
of  income,  changes in equity,  and cash flows for the year then  ended,  which
report appears in the  registration  statement on Form S-1 (No.  333-75514),  as
amended, of Partners Trust Financial Group, Inc.

                                                /s/ KPMG LLP

Albany, New York
April 12, 2002
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form S-8 of our report dated  February  18, 2000,  relating to the
financial  statements  of The  Savings  Bank of Utica  and  Subsidiaires,  which
appears in Partners Trust Financial  Group.,  Inc.'s  Regsitration  Statement on
Form S-1 (No. 333-75514).

/s/ PricewaterhouseCoopers LLP

Syracuse, New York
April 12, 2002