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

Certification  of  Chief  Financial  Officer

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

I,  James  A.  Dowd,  Senior 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)) and internal control over
     financial  reporting  (as  defined  in  Exchange  Act  Rules  13a-15(f) and
     15d-15(f))  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)  Designed  such  internal  control  over  financial  reporting,  or
          caused  such internal control over financial reporting, to be designed
          under  our  supervision, to provide reasonable assurance regarding the
          reliability  of  financial  reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting  principles;
     (c)  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
     (d)  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 31, 2008          /s/  James  A.  Dowd
                        James  A.  Dowd
                        Senior  Vice  President  and  Chief  Financial  Officer