EXHIBIT  31.2RULE  13A-14(A)  /  15D-14(A)  CERTIFICATION OF THE CHIEF FINANCIAL
OFFICER

Certification  of  Chief  Financial  Officer

Pursuant  to  Section  302  of  the  Sarbanes-Oxley  Act  of  2002

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

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

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

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

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

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

     (b)  Evaluated  the  effectiveness  of  the  registrant's  disclosure
          controls  and  procedures and presented in this report our conclusions
          about  the effectiveness of the disclosure controls and procedures, as
          of  the  end  of  the  period  covered  by  this  report based on such
          evaluation; and

     (c)  Disclosed  in  this  report  any  change  in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most  recent fiscal quarter (the registrant's fourth fiscal quarter in
          the  case  of  an  annual  report) that has materially affected, or is
          reasonably  likely  to  materially  affect,  the registrant's internal
          control over financial reporting; and

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

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

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

March 30, 2006                /s/  James  A.  Dowd
                              James  A.  Dowd
                              Vice  President  and  Chief  Financial  Officer