SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15 (D)  OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended September 30, 2002

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15 (D) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                       to
                              -----------------------  -------------------------
                                  Securities Exchange Act Number 000-25101

                             ONEIDA FINANCIAL CORP.
                             ----------------------
             (Exact name of registrant as specified in its charter)

           Federal                                              16-1561678
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (IRS Employer)
 incorporation or organization)                           Identification Number)

                     182 Main Street, Oneida, New York 13421
                     ---------------------------------------
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code:  (315) 363-2000
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report

Indicate by check x whether the Registrant has filed all reports required to be
filed by Sections 13, or 15(d) 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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
  Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: There were 4,861,085 shares of
        the Registrant's common stock outstanding as of October 1, 2002.


<PAGE>


<TABLE>
<CAPTION>
                             ONEIDA FINANCIAL CORP.
                                      INDEX

<S>               <C>                                                                                        <C>
                                                                                                             Page
                                                                                                             ----
PART I.           FINANCIAL INFORMATION

    Item 1.       Financial Statements                                                                         1

                  Consolidated Statements of Condition                                                         2
                  As of September 30, 2002 (unaudited) and December 31, 2001 (audited)

                  Consolidated Statements of Operations (unaudited)                                            3
                  For the three months ended and nine months ended September 30, 2002 and 2001

                  Consolidated Statements of Comprehensive Income (unaudited)                                  4
                  For the three months ended and nine months ended September 30, 2002 and 2001

                  Consolidated Statements of Cash Flows (unaudited)                                            5
                  For the three months ended and nine months ended September 30, 2002 and 2001

                  Notes to Consolidated Financial Statements (unaudited)                                       7

   Item 2.        Management's Discussion and Analysis of Financial Condition                                 13
                                    And Results of Operations

   Item 3.        Quantitative and Qualitative Disclosures about Market Risk                                  21

   Item 4.        Controls and Procedures                                                                     21

PART II.          OTHER INFORMATION                                                                           22

</TABLE>

<PAGE>


PART I.           FINANCIAL INFORMATION
                     Item I.    Financial Statements


<PAGE>


                                  Page 1 of 24


ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
At September 30, 2002 and December 31, 2001

<TABLE>
<CAPTION>
                                                                     (unaudited)    (audited)
                                                                         At             At
                                                                    September 30,  December 31,
                                                                        2002          2001
                                                                        ----          ----
                                                                          (in thousands)
<S>                                                                  <C>            <C>
ASSETS
                  Cash and due from banks                            $  11,314      $  11,851
                  Federal funds sold                                         0          9,900
                                                                     ------------------------
  TOTAL CASH AND CASH EQUIVALENTS                                       11,314         21,751

                  Investment securities, at fair value                 121,257         78,390
                  Mortgage-backed securities, at fair value             53,217         53,686

                  Mortgage loans held for sale                           5,441          5,946

                  Loans receivable                                     194,975        166,619
                  Allowance for credit losses                           (2,484)        (1,672)
                                                                     ------------------------
   LOANS RECEIVABLE, NET                                               192,491        164,947

                  Bank premises and equipment, net                      10,106          8,015
                  Accrued interest receivable                            2,335          2,028
                  Other real estate                                         29             77
                  Other assets                                           4,212          3,751
                  Goodwill                                              10,145          4,744
                  Other intangible assets                                1,214              0
                  Cash surrender value - life insurance                  9,765          9,382
                  ---------------------------------------------------------------------------
                  TOTAL ASSETS                                       $ 421,526      $ 352,717
                  ===========================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
                  Interest bearing deposits                          $ 250,674      $ 198,281
                  Non-interest bearing deposits                         45,942         29,882
                  Borrowings                                            74,000         76,600
                  Other liabilities                                      3,432          2,940
                                                                     ------------------------
TOTAL LIABILITIES                                                      374,048        307,703
Stockholders' equity:
                  Preferred stock, 1,000,000 shares authorized               0              0
                  Common stock  ($.01 par value; 20,000,000
                       shares authorized;  5,495,069 issued)                55             55
                  Additional paid-in capital                            16,777         16,779
                  Retained earnings                                     34,068         33,031
                  Common shares issued under employee
                        stock plans - unearned                            (874)          (874)
                  Accumulated other comprehensive income (loss)          1,087           (157)
                  Treasury stock (at cost, 434,050
                                             and 444,094 shares)        (3,131)        (3,198)
                  Unearned stock compensation                             (504)          (622)
                  ---------------------------------------------------------------------------
                  TOTAL STOCKHOLDERS' EQUITY                            47,478         45,014
                  ---------------------------------------------------------------------------
                  TOTAL LIABILITIES AND
                  STOCKHOLDERS' EQUITY                               $ 421,526      $ 352,717
                  ===========================================================================

</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements
                                                                    Page 2 of 24


<PAGE>


ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended and Nine Months Ended September 30, 2002  (unaudited)
and 2001 (unaudited )

<TABLE>
<CAPTION>
                                                                        Three Months Ended              Nine Months Ended
                                                                   September 30,   September 30,   September 30,   September 30,
                                                                        2002           2001            2002            2001
                                                                        ----           ----            ----            ----
                                                                          (in thousands, except Earnings Per Share Data)

<S>                                                                   <C>             <C>             <C>             <C>
INTEREST INCOME:
                  Interest and fees on loans                          $ 3,746         $ 3,552         $10,331         $10,748
                  Interest on investment and mortgage-
                          backed securities                             1,757           1,663           4,925           5,326
                  Dividends on equity securities                          178             243             633             787
                  Interest on federal fund sold and
                          interest-bearing deposits                        44              55             152             188
-----------------------------------------------------------------------------------------------------------------------------
   Total interest and dividend income                                   5,725           5,513          16,041          17,049
-----------------------------------------------------------------------------------------------------------------------------
 NTEREST EXPENSE:
                  Savings deposit                                         159             211             393             684
                  Money market and Super NOW                              170             185             452             505
                  Time deposits                                         1,376           1,637           4,197           4,937
                  Borrowings                                              877           1,080           2,718           3,194
-----------------------------------------------------------------------------------------------------------------------------
                                    Total interest expense              2,582           3,113           7,760           9,320
-----------------------------------------------------------------------------------------------------------------------------
 NET INTEREST INCOME                                                    3,143           2,400           8,281           7,729
                  Less: Provision for credit losses                        80             120             350             360
-----------------------------------------------------------------------------------------------------------------------------
  Net interest income after provision for credit losses                3,063           2,280           7,931           7,369
-----------------------------------------------------------------------------------------------------------------------------
OTHER INCOME:
                  Investment security gain, net                           112              54             116              44
                  Commission income                                     1,398           1,284           4,194           3,640
                  Other operating income                                  711             543           1,892           1,398
-----------------------------------------------------------------------------------------------------------------------------
   Total other income                                                   2,221           1,881           6,202           5,082
-----------------------------------------------------------------------------------------------------------------------------
OTHER EXPENSES:
                  Compensation and employee benefits                    2,528           1,869           6,845           5,680
                  Occupancy expenses, net                                 775             548           2,061           1,711
                  Other operating expense                                 810             716           2,214           2,100
-----------------------------------------------------------------------------------------------------------------------------
   Total other expenses                                                 4,113           3,133          11,120           9,491
-----------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                                              1,171           1,028           3,013           2,960
-----------------------------------------------------------------------------------------------------------------------------
   Provision for income taxes                                             346             287             864             880
-----------------------------------------------------------------------------------------------------------------------------
       NET INCOME                                                     $   825         $   741         $ 2,149         $ 2,080
=============================================================================================================================
EARNINGS PER SHARE - BASIC                                            $  0.17         $  0.15         $  0.44         $  0.43
=============================================================================================================================
EARNINGS PER SHARE - DILUTED                                          $  0.16         $  0.15         $  0.43         $  0.43
=============================================================================================================================

</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
                                                                    Page 3 of 24

<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended and Nine Months Ended September 30, 2002  (unaudited)
and 2001 (unaudited)

<TABLE>
<CAPTION>
                                                                            Three Months Ended              Nine Months Ended
                                                                        September 30,  September 30,  September 30,  September 30,
                                                                            2002          2001            2002          2001
                                                                            ----          ----            ----          ----
                                                                                             (in thousands)
<S>                                                                       <C>            <C>            <C>            <C>
Net income                                                                $   825        $   741        $ 2,149        $ 2,080
                                                                          -------        -------        -------        -------

Other comprehensive income, net of tax:
       Unrealized gains on investment securities available for sale:
           Unrealized holding gains
               arising during period                                        1,004            856          2,189          1,049

           Less: reclassification adjustment for
               gains included in net income                                  (112)           (54)          (116)           (44)
                                                                          -------        -------        -------        -------
                                                                              892            802          2,073          1,005
           Income tax effect                                                 (357)          (321)          (829)          (402)
                                                                          -------        -------        -------        -------
Other comprehensive income, net of tax                                        535            481          1,244            603

Comprehensive Income                                                      $ 1,360       $  1,222        $ 3,393        $ 2,683
                                                                          ====================================================

</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
                                                                    Page 4 of 24


<PAGE>


ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended and Nine Months Ended September 30, 2002  (unaudited)
and 2001 (unaudited )

<TABLE>
<CAPTION>
                                                                      Three Months Ended                   Nine Months Ended
                                                               September 30,      September 30,      September 30,     September 30,
                                                                   2002               2001               2002              2001
                                                                   ----               ----               ----              ----
                                                                                          (in thousands)
<S>                                                              <C>                <C>                <C>               <C>
Operating Activities:
   Net income                                                    $    825           $    741           $  2,149          $   2,080
   Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                                   306                285                782               881
      Amortization of premiums/discounts on securities, net            36                 (5)                98                25
      Provision for credit losses and other real estate losses         80                120                350               360
      Provision for investment losses                                   0                 79                256                79
      Stock compensation earned                                        39                 39                117               118
      Loss on sale of other real estate                                 0                 25                 19                25
      Gain on sale/call of securities, net                           (112)               (54)              (116)              (44)
      Gain on sale of loans, net                                     (124)               (51)              (245)              (88)
      Income tax payable                                               (8)                22               (118)             (100)
      Accrued interest receivable                                     127                 39                139               160
      Other assets                                                   (283)              (274)            (1,157)           (1,682)
      Other liabilities                                               (19)              (558)              (108)              666
      Origination of loans held for sale                           (7,247)            (6,805)           (18,876)          (20,832)
      Proceeds from sales of loans                                  6,010              6,998             19,626            19,531
---------------------------------------------------------------------------------------------------------------------------------
          Net cash (used by) provided by operating activities        (370)               601              2,916             1,179
---------------------------------------------------------------------------------------------------------------------------------
Investing Activities:
  Purchase of investment securities                               (27,540)           (13,176)           (57,280)          (38,466)
  Principal collected on and proceeds of maturities
      sales or calls from investments                              12,716             13,451             38,337            56,435
  Purchase of mortgage-backed securities                           (5,493)            (4,378)           (13,524)          (25,260)
  Principal collected on and proceeds from sales
     of  mortgage-backed securities                                 9,005              4,606             21,048            10,929
  Net increase in loans                                            (2,281)            (4,277)            (1,242)           (4,531)
  Purchase of bank premises and equipment                            (399)              (323)            (1,883)           (1,474)
  Proceeds from sale of other real estate                              97                214                244               269
  Purchase of SBC Financial Corp, net of cash acquired                  0                  0             (3,328)                0
  Purchase of insurance agencies                                     (201)                 0               (384)             (965)
  Purchase of life insurance                                            0                  0                  0            (9,000)
---------------------------------------------------------------------------------------------------------------------------------
          Net cash used in investing activities                   (14,096)            (3,883)           (18,012)          (12,063)
---------------------------------------------------------------------------------------------------------------------------------
Financing Activities:
  Net increase in demand deposit, savings,
      money market, super now and escrow                            3,410              2,271             16,257             7,514
  Net (decrease) increase in time deposits                         (3,291)             3,209             (7,952)            9,443
  Proceeds from borrowings                                          9,300              5,000             13,800            16,500
  Repayment of borrowings                                          (6,400)            (5,000)           (16,400)          (12,000)
  Cash dividends                                                     (565)              (517)            (1,114)           (1,119)
  Purchase of treasury stock                                            0                  0                 (3)              (17)
  Exercise of stock options (using treasury stock)                     25                 16                 71                29
---------------------------------------------------------------------------------------------------------------------------------
          Net cash provided by financing activities                 2,479              4,979              4,659            20,350
---------------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in cash and cash equivalents                  (11,987)             1,697            (10,437)            9,466
---------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period                   23,301             16,586             21,751             8,817
---------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                       $ 11,314           $ 18,283           $ 11,314          $ 18,283
=================================================================================================================================
Supplemental disclosures of cash flow information:
Cash paid for interest                                              2,558              2,989              7,689             9,264
Cash paid for income taxes                                            405                265              1,025               816
Non-cash investing activities:
Unrealized gain on investment and mortgage-backed
     securities designated as available for sale                      892                802              2,073             1,005
Transfer of loans to other real estate                                 29                 42                 54               281
Note payable for insurance acquisition                                194                  0                194                 0
=================================================================================================================================

</TABLE>

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

                                                                    Page 5 of 24


<PAGE>


                             Oneida Financial Corp.
                   Notes to Consolidated Financial Statements

                                   (Unaudited)
                               September 30, 2002

Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal  recurring  accruals)  necessary  to fairly  present the  consolidated
financial  position of the Oneida  Financial  Corp. (the "Company") at September
30, 2002 and the results of its  consolidated  operations and cash flows for the
period then ended have been  included.  Operating  results  for the  three-month
period and nine-month period are not necessarily  indicative of the results that
may be expected for the year ended December 31, 2002.

Note B - Earnings Per Share

Basic  earnings  per share is  computed  based on the  weighted  average  shares
outstanding at September 30, 2002.  Diluted earnings per share is computed based
on the weighted average shares  outstanding  adjusted for the dilutive effect of
the assumed  exercise of stock options and awards  during the year.  The Company
paid a three-for-two  stock dividend based on the ex-dividend date of April, 23,
2002. The following is a reconciliation  of basic and diluted earnings per share
for the three months ended and nine months  ended  September  30. All share data
from prior periods have been retroactively restated to reflect the effect of the
stock dividend.

<TABLE>
<CAPTION>
                                                          Income                Shares Per               Share
<S>                                                    <C>                      <C>                    <C>
September 30, 2002:
-------------------

Net income (Three Months Ended)                        $  824,954

Basic Earnings Per Share:                              $  824,924               4,859,477              $   0.17
                                                                                                       --------
Effect of dilutive securities:
                  Stock options and awards                      0                 175,585
                                                       ----------------------------------
Diluted Earnings Per Share                             $  824,924               5,033,062              $   0.16
                                                                                                       --------

September 30, 2001:
-------------------
Net income (Three Months Ended)                        $  741,014

Basic Earnings Per Share                               $  741,014               4,799,477              $   0.15
                                                                                                       --------
Effect of dilutive securities:
                  Stock options and awards                      0                 130,273
                                                       ----------------------------------
Diluted Earnings Per Share                             $  741,014               4,929,750              $   0.15
                                                                                                       --------

September 30, 2002:
-------------------

Net income (Nine Months Ended)                         $2,148,821

Basic Earnings Per Share:                              $2,148,821               4,845,938              $   0.44
                                                                                                       --------
Effect of dilutive securities:
                  Stock options and awards                      0                 172,151
                                                       ----------------------------------
Diluted Earnings Per Share                             $2,148,821               5,018,089              $   0.43
                                                                                                       --------

September 30, 2001:
-------------------
Net income (Nine Months Ended)                         $2,080,326

Basic Earnings Per Share                               $2,080,326               4,783,873              $   0.43
                                                                                                       --------
Effect of dilutive securities:
                  Stock options and awards                      0                  87,042
                                                       ----------------------------------
Diluted Earnings Per Share                             $2,080,326               4,870,915              $   0.43
                                                                                                       --------
</TABLE>
                                                                    Page 6 of 24

Note C - Nature of Operations

On October 2,  2000,  the Bank  completed  its  acquisition  of Bailey & Haskell
Associates,  Inc., an insurance agency (the "Agency").  The Bank paid $3,075,000
in cash and $500,000 in Company  stock,  of which  45,496  shares were issued in
January 2001, to the Agency's shareholders. Goodwill in the amount of $3,350,000
was recorded in conjunction with the transaction.  Under terms of the agreement,
contingent purchase payments based on future performance levels may be made over
a five-year period ending in 2005. As of September 30, 2002, $182,291 additional
goodwill was recorded for the contingent purchase payment for 2001.

On January 2, 2001,  the Bank  completed its  acquisition  of Noyes and LaLonde,
Inc., an insurance  agency.  The Bank paid $667,500 in cash for $55,200 in fixed
assets and  established  a note  payable for  $612,500 to be paid over 24 months
with  interest  at 7.5% per annum to acquire  certain  tangible  and  intangible
assets of the  agency.  Goodwill  in the amount of  $1,250,000  was  recorded in
conjunction  with the  transaction.  Noyes and LaLonde,  Inc.  was  subsequently
merged into Bailey and Haskell Associates,  Inc.  Additionally,  effective as of
January 1, 2001, the Bank also completed its acquisition of The Dunn Agency. The
Bank paid  $247,500 in cash and  established  a note  payable for $247,500 to be
paid over 24 months  with  interest  at 7.5% per  annum to  acquire  100% of the
capital  stock of The Dunn  Agency.  Goodwill  in the  amount  of  $523,000  was
recorded in conjunction with this  transaction.  The Dunn Agency was merged into
Bailey and Haskell Associates, Inc. as of January 1, 2002.

On July 1, 2002, the Bank completed its  acquisition of Kennedy & Clarke,  Inc.,
an  insurance  agency.  The Bank paid  $200,855 in cash and  established  a note
payable for  $194,500 to be paid over 24 months with  interest at 6.0% per annum
in exchange for $6,000 in fixed  assets.  Goodwill in the amount of $401,000 was
recorded in conjunction  with the transaction.  Kennedy & Clarke,  Inc. has been
subsequently merged into Bailey and Haskell Associates, Inc.

The acquisitions were accounted for under the purchase method of accounting and,
accordingly,  the results of the Agency operations are included in the financial
statements as of the date of the acquisitions.

On May 31,  2002,  the Bank  completed  its  acquisition  of the  State  Bank of
Chittenango  ("SBC"); a New York State chartered commercial bank. The results of
SBC's  operations have been included in the  consolidated  financial  statements
since that date.  The Bank paid $11.9 million or $102.60 in cash for each of the
116,079 shares of common stock outstanding in SBC Financial Corporation.  Assets
acquired as a result of the  acquisition  totaled  $66.6 million and resulted in
additional goodwill and a core deposit intangible of approximately $6.1 million.
Amortization  expense of the core deposit  intangible  approximated  $29,000 and
$36,000  for  the  three  months  and  nine  months  ended  September  30,  2002
respectively.

The following  summarizes the estimated  fair values of the assets  acquired and
liabilities assumed as of May 31, 2002:

                                                      (in thousands)
          Cash and cash equivalents                      $  8,593
          Investment and mortgage-backed securities        29,146
          Loans receivable, net                            26,706
          Other assets                                      2,159
                            Total assets acquired          66,604
          Deposits                                        (60,146)
          Other liabilities                                  (421)
                            Net assets acquired          $  6,037

The following represents pro-forma  information on the results of operations for
the three months ended and nine months ended as of September 30, 2002 and 2001:

<TABLE>
<CAPTION>
                                     For the Three Months Ended       For the Nine Months Ended
                                 September 30,  September 30,    September 30,      September 30,
                                     2002          2001             2002               2001
                                     ----          ----             ----               ----
                                           (in thousands, except for per share data)
<S>                                 <C>           <C>               <C>               <C>
Net interest income
Oneida Financial Corp.              $ 3,143       $ 2,400           $ 8,281           $ 7,729
                                    -------       -------           -------           -------
State Bank of Chittenango (1)             0           548               910             1,642
                                    -------       -------           -------           -------
Combined                            $ 3,143       $ 2,948           $ 9,191           $ 9,371
                                    =======       =======           =======           =======

Net income
Oneida Financial Corp.                 $825       $   741           $ 2,149           $ 2,080
State Bank of Chittenango (1)             0           115               123               301
                                    -------       -------           -------           -------
Combined                               $825       $   856           $ 2,272           $ 2,381
                                    =======       =======           =======           =======

Earnings per share
Oneida Financial Corp.                 $0.17      $  0.15           $  0.44           $  0.43
State Bank of Chittenango (1)              0         0.03              0.03              0.07
                                     -------       -------           -------           -------
Combined                               $0.17      $  0.18           $  0.47           $  0.50
                                     =======       =======           =======           =======

</TABLE>

(1) - Information  for the nine months ended 2002 for State Bank of  Chittenango
reflects the results of operations through the closing as of May 31, 2002.


                                                                    Page 7 of 24

<PAGE>


Note D - New Pronouncements

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets,"  which  addresses  financial  accounting  and  reporting  for  acquired
goodwill  and other  intangible  assets.  Under the new rule,  goodwill  will no
longer be amortized  but will subject to annual  impairment  tests in accordance
with the Statement.  Other intangible  assets will continue to be amortized over
their useful lives.  This  statement was effective for the Company  beginning on
January 1, 2002. The Company will  periodically  review for impairment  based on
fair values and make  adjustments  as  necessary.  As of September  30, 2002, no
impairment  adjustment  has  been  made  to  the  goodwill.  The  impact  of the
pronouncement on the financial statements is as follows:

<TABLE>
<CAPTION>
                                                    For the Three Months Ended     For the Nine Months Ended
                                                   September 30,   September 30,  September 30,    September 20,
                                                       2002            2001          2002              2001
                                                       ----            ----          ----              ----
                                                        (In thousands, except for Earnings Per Share Data)
<S>                                                   <C>             <C>           <C>             <C>
Reported net income                                   $  825          $   741       $2,149          $   2,080
Add back:  Goodwill amortization, net of tax               0               62            0                181
                                                      ------          -------       ------          ---------
Adjusted Net income                                   $  825          $   803       $2,149          $   2,261
                                                      ======          =======       ======          =========

Basic earnings per share:
Reported net income                                   $ 0.17          $  0.15       $ 0.44          $    0.43
Goodwill amortization, net of tax                          0             0.02            0               0.04
                                                      ------          -------       ------          ---------
Adjusted net income                                   $ 0.17          $  0.17       $ 0.44          $    0.47
                                                      ======          =======       ======          =========


Diluted earnings per share:
Reported net income                                   $ 0.16          $  0.15       $ 0.43          $    0.43
Goodwill amortization, net of tax                          0             0.01            0               0.03
                                                      ------          -------       ------          ---------
Adjusted net income                                   $ 0.16          $  0.16       $ 0.43          $    0.46
                                                      ======          =======       ======          =========
</TABLE>

Note E - Charter Conversion

The Company received  regulatory approval to convert its charter from a Delaware
Corporation  to  a  Federal  Corporation  chartered  by  the  Office  of  Thrift
Supervision  ("OTS") on July 12, 2001 and  completed  the charter  conversion on
July 18,  2001.  As part of the charter  conversion,  the total number of shares
authorized changed from 8,000,000 at a par value of $0.10 to 20,000,000 at a par
value of $0.01. In addition,  one million shares of serial  preferred stock were
authorized.  There is no serial  preferred  stock  outstanding  at September 30,
2002.

Note F - Dividend Restrictions

Oneida  Financial MHC, which owns 2,873,167 or 56.77% of the outstanding  shares
as of September 30, 2002 of Oneida  Financial Corp., had filed a notice with the
OTS regarding its intent to waive its right to receive cash  dividends  declared
by Oneida  Financial  Corp.  The notice was  approved  by the OTS subject to the
condition that Oneida Financial  Corp.'s retained  earnings be restricted by the
dollar amount of dividends  waived by Oneida  Financial MHC. As of September 30,
2002 and December 31, 2001, the retained earnings  restricted for cash dividends
waived was $2,164,453 and $689,560, respectively.


                                                                    Page 8 of 24
Note G - Stock Split

On March 13,  2002,  the  Company  declared a  three-for-two  stock  dividend to
shareholders of record as of April 9, 2002, payable on April 23, 2002. The stock
dividend was paid with additional  shares of common stock and fractional  shares
were paid in cash based on the last sales price of the common stock on the first
trading date following the record date, as adjusted for the stock dividend.  The
Company  recorded the stock dividend as of the ex-dividend  date. All share data
from previous periods have been retroactively  restated to reflect the effect of
the stock dividend.

Note H - Allowance for Credit Losses

The  allowance  for credit  losses  decreased  $150,000 net of the allowance for
credit  losses of State Bank of  Chittenango  to $2.5 million at  September  30,
2002.  The  decrease  in the  allowance  is due in part to one  commercial  loan
charged  off  during  the  first  quarter  of 2002  and due to a  change  in the
methodology  used by management in determining the adequacy of the allowance for
credit losses.  The allowance is established based upon management's  evaluation
of the probable and estimable  losses in the loan portfolio,  the composition of
the loan portfolio and other  quantitative and qualitative  factors.  Management
monitors and modifies the level of the  allowance  for credit losses in order to
maintain a level  considered  adequate to provide  for  potential  loan  losses.
Annually,  management evaluates the adequacy of the allowance and determines the
appropriate  level of provision for credit losses by applying fixed  percentages
to each  category of  performing  loans and  classified  loans.  Management  has
updated the fixed  percentages  to be applied  during 2002 to each loan category
based on net charge-off  experience and  delinquencies  over the past five years
and currently. Utilization of a similar methodology as applied during 2001 would
have resulted in additional provisions charged against earnings during the first
quarter of 2002 of approximately $250,000.  Management believes that the current
method of determining the adequacy of the allowance for credit losses is prudent
in  light  of  the  evaluation  and  review  of the  fair  value  of  underlying
collateral,  economic  conditions,  historic loan loss experience and geographic
concentrations.  Offsetting  the decrease in the  allowance due to the change in
methodology was the addition of $962,000 related to SBC's  acquisition as of May
31, 2002.  At September 30, 2002 the allowance for credit losses as a percentage
of net loans receivable was 1.25% as compared to 1.00% on September 30, 2001.

Note I - Segment Information

The  Company  has  determined  that it has two primary  business  segments,  its
banking franchise and its insurance  activities.  For the three months ended and
nine  months  ended  September  30,  2002  and  2001,  the  Company's  insurance
activities  consisted of those  conducted  through Bailey & Haskell  Associates,
Inc. and The Dunn Agency subsidiaries.  Information about the Company's segments
is presented in the following table for the periods indicated:

<TABLE>
<CAPTION>

                                                         Three Months Ended September 30, 2002
                                                         -------------------------------------
                                                                          2002
                                                         -------------------------------------
                                                                      (in thousands)
                                                            Banking     Insurance
                                                           Activities   Activities      Total
<S>                                                         <C>           <C>           <C>
Net interest income                                         $3,143        $   --        $3,143
Provision for credit losses                                     80            --            80
                                                            ------        ------        ------
                  Net interest income after provision
                         for credit losses                   3,063            --         3,063
Other income                                                   823         1,398         2,221
Other expenses                                               2,882         1,231         4,113
                                                            ------        ------        ------
                  Income before income taxes                 1,004           167         1,171
Income tax expense                                             260            86           346
                                                            ------        ------        ------
                  Net income                                $  744        $   81        $  825
                                                            ======        ======        ======

</TABLE>

                                                                   Page 9 of 24
<TABLE>
<CAPTION>

                                                          Three Months Ended September 30, 2001
                                                          -------------------------------------
                                                                           2002
                                                          -------------------------------------
                                                                       (in thousands)
                                                             Banking     Insurance
                                                            Activities    Activities       Total
<S>                                                          <C>           <C>           <C>
Net interest income                                          $2,400        $   --        $2,400
Provision for credit losses                                     120            --           120
                                                             ------        ------        ------
                  Net interest income after provision
                          for credit losses                   2,280            --         2,280
Other income                                                    597         1,284         1,881
Other expenses                                                2,197           936         3,133
                                                             ------        ------        ------
                  Income before income taxes                    680           348         1,028
Income tax expense                                              190            97           287
                                                             ------        ------        ------
                  Net income                                 $  490        $  251        $  741
                                                             ======        ======        ======

</TABLE>

<TABLE>
<CAPTION>

                                                            Nine Months Ended September 30, 2002
                                                            ------------------------------------
                                                                            2002
                                                            ------------------------------------
                                                                        (in thousands)
                                                             Banking      Insurance
                                                            Activities    Activities        Total
<S>                                                          <C>            <C>            <C>
Net interest income                                          $ 8,281        $    --        $ 8,281
Provision for credit losses                                      350             --            350
                                                             -------        -------        -------
                  Net interest income after provision
                        for credit losses                      7,931             --          7,931
Other income                                                   2,008          4,194          6,202
Other expenses                                                 7,640          3,480         11,120
                                                             -------        -------        -------
                  Income before income taxes                   2,299            714          3,013
Income tax expense                                               592            272            864
                                                             -------        -------        -------
                  Net income                                 $ 1,707        $   442        $ 2,149
                                                             =======        =======        =======

</TABLE>


                                                                   Page 10 of 24

<TABLE>
<CAPTION>

                                                            Nine Months Ended September 30, 2001
                                                            ------------------------------------
                                                                            2002
                                                            ------------------------------------
                                                                        (in thousands)
                                                             Banking      Insurance
                                                            Activities    Activities        Total
<S>                                                          <C>           <C>           <C>
Net interest income                                          $7,729        $   --        $7,729
Provision for credit losses                                     360            --           360
                                                             ------        ------        ------
                  Net interest income after provision
                        for credit losses                     7,369            --         7,369
Other income                                                  1,442         3,640         5,082
Other expenses                                                6,550         2,941         9,491
                                                             ------        ------        ------
                  Income before income taxes                  2,261           699         2,960
Income tax expense                                              672           208           880
                                                             ------        ------        ------
                  Net income                                 $1,589        $  491        $2,080

</TABLE>


                                                                   Page 11 of 24



ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
        Of Operations


<PAGE>


                                                                   Page 12 of 24

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


     This section presents  Management's  Discussion and Analysis of and changes
to the Company's  consolidated  financial  results of  operations  and financial
condition  and should be read in  conjunction  with the  Company's  consolidated
financial statements and notes thereto included herein.

     When used in this  quarterly  report  the  words or  phrases  "will  likely
result," "are  expected  to," "will  continue,"  "is  anticipated,"  "estimate,"
"project"  or similar  expressions  are  intended to  identify  "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 area 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

     Oneida  Financial  Corp. is the parent company of Oneida Savings Bank ("the
Bank").  The Company conducts no business other than holding the common stock of
the Bank and general investment activities resulting from the capital raised and
retained in the initial public stock offering.  Consequently,  the net income of
the Company is primarily derived from its investment in the Bank. The Bank's net
income  is  primarily  dependent  on  its  net  interest  income,  which  is the
difference   between  interest  income  earned  on  its  investments  in  loans,
investment  securities  and  mortgage-backed  securities  and its  cost of funds
consisting of interest paid on deposits and borrowings. The Bank's net income is
also affected by its provision  for credit  losses,  as well as by the amount of
other income,  including income from fees and service  charges,  revenue derived
from the insurance agency  activities of the Bank, net gains and losses on sales
of investments and loans, and operating  expenses such as employee  compensation
and benefits,  occupancy and equipment  costs and income taxes.  Earnings of the
Bank are  also  affected  significantly  by  general  economic  and  competitive
conditions,  particularly  changes in market  interest  rates,  which tend to be
highly cyclical, and government policies and actions of regulatory  authorities,
which  events are  beyond the  control of the Bank.  At  December  31,  2001 and
September  30,  2002 the  Company  had  4,828,927  shares and  4,861,085  shares
outstanding of which 2,873,167 were held by Oneida  Financial MHC, the Company's
mutual holding company parent.


RECENT DEVELOPMENTS

     On March 13, 2002, the Company declared a three-for-two stock dividend that
was paid on April 23, 2002. The stock dividend was paid with  additional  shares
of common stock and fractional  shares were paid in cash based on the last sales
price of the common stock on the first  trading date  following the record date,
as adjusted for the stock dividend.  The Company  recorded the stock dividend as
of  the  ex-dividend   date.  All  share  data  from  prior  periods  have  been
retroactively restated to reflect the effect of the stock dividend.

     On May 31, 2002,  the Bank  completed its  acquisition of the State Bank of
Chittenango;  a New York State  chartered  commercial  bank. The Bank paid $11.9
million  or  $102.60  in cash for each of the  116,079  shares of  common  stock
outstanding  in SBC Financial  Corporation.  Assets  acquired as a result of the
acquisition  totaled $66.6 million and resulted in additional  goodwill and core
deposit  intangible of approximately $6.1 million.  Amortization  expense of the
core deposit  intangible  approximated  $29,000 and $36,000 for the three months
and nine months ended September 30, 2002.

     On July 1, 2002,  the Bank  completed its  acquisition of Kennedy & Clarke,
Inc., an insurance agency. The Bank paid $200,855 in cash and established a note
payable of $194,500 to be paid over 24 months with interest at 6.0% per annum in
exchange  for $6,000 in fixed  assets.  Goodwill in the amount of  $401,000  was
recorded in conjunction  with the transaction.  Kennedy & Clarke,  Inc. has been
subsequently merged into Bailey and Haskell Associates, Inc.

                                                                   Page 13 of 24

<PAGE>

     The Company  announced a cash dividend to all  shareholders of record as of
July 16,  2002 of $0.26 per share of common  stock,  which was paid on August 6,
2002 to all  shareholders  other than Oneida  Financial  MHC our mutual  holding
company parent.

FINANCIAL CONDITION

     ASSETS. Total assets at September 30, 2002 were $421.5 million, an increase
of $68.8 million from $352.7 million at December 31, 2001.  The Company's  asset
growth is primarily due to the acquisition of State Bank of Chittenango.  Assets
acquired as of the  completion of the  acquisition  totaled $66.6  million.  The
merger of the two companies provided $26.7 million in loans receivable,  net and
$29.1 million in investment  and  mortgage-backed  securities.  The  acquisition
resulted in additional  goodwill and a core deposit  intangible of approximately
$6.1 million. Net loans receivable for the year increased $300,000, net of State
Bank of Chittenango loans. The slight increase in net loans receivable is due to
an increase in  commercial  real estate of $2.8  million  offset by decreases in
consumer  loans  of  $1.6  million  and  residential   loans  of  $1.2  million.
Residential  loans  decreased  due to the sale of $19.4  million  in fixed  rate
one-to-four family residential loans during 2002. Investment and mortgage-backed
securities increased $13.3 million net of State Bank of Chittenango investments.
The increase was due to purchases  made during the year to invest excess cash on
hand in addition to  reinvesting  called  Agency  bond  proceeds.  Cash and cash
equivalents  decreased  $10.4 million for the year to $11.3 million at September
30, 2002 from $21.8 million as of December 31, 2001.

     The allowance for credit losses decreased $150,000 net of the allowance for
credit  losses of State Bank of  Chittenango  to $2.5 million at  September  30,
2002.  The  decrease  in the  allowance  is due in part to one  commercial  loan
charged-off  during  the  first  quarter  of  2002  and due to a  change  in the
methodology  used by management in determining the adequacy of the allowance for
credit losses.  The allowance is established based upon management's  evaluation
of the probable and estimable  losses in the loan portfolio,  the composition of
the loan portfolio and other  quantitative and qualitative  factors.  Management
monitors and modifies the level of the  allowance  for credit losses in order to
maintain a level  considered  adequate to provide  for  potential  loan  losses.
Annually,  management evaluates the adequacy of the allowance and determines the
appropriate level of provision of credit losses by applying fixed percentages to
each category of performing loans and classified  loans.  Management has updated
the fixed  percentages  to be applied during 2002 to each loan category based on
net  charge-off  experience  and  delinquencies  over the past  five  years  and
currently.  Utilization  of a similar  methodology  as applied during 2001 would
have resulted in additional provisions charged against earnings during the first
quarter of 2002 of approximately $250,000.  Management believes that the current
method of determining the adequacy of the allowance for credit losses is prudent
in  light  of  the  evaluation  and  review  of the  fair  value  of  underlying
collateral,  economic  conditions,  historic loan loss experience and geographic
concentrations.  Offsetting  the decrease in the  allowance due to the change in
methodology was the addition of $962,000 related to SBC's  acquisition as of May
31, 2002.  At September 30, 2002 the allowance for credit losses as a percentage
of net loans receivable was 1.25% as compared to 1.00% on September 30, 2001.

     LIABILITIES.  Total  liabilities  increased  by $66.3  million  or 21.6% to
$374.0  million at September 30, 2002 from $307.7  million at December 31, 2001.
The increase is  primarily  the result of $60.1  million in deposits  assumed in
connection with the acquisition of State Bank of Chittenango. The Bank continues
to  emphasize  core  deposits  and checking  accounts,  which  increased by $3.7
million since December 31, 2001. In addition,  lower yielding  savings and Money
Market/NOW  accounts  increased $7.1 million.  Certificates of deposit decreased
$8.0  million or by 6.5% since  December  31, 2001.  Borrowings  decreased  $2.6
million since December 31, 2001 due to repayment of maturing borrowings.

     STOCKHOLDERS' EQUITY.  Stockholders' equity at September 30, 2002 was $47.5
million,  an increase of $2.5 million  from $45.0  million at December 31, 2001.
The increase in  stockholders'  equity  reflects  the addition of after-tax  net
income of $2.1  million  for the nine  months  ended  September  30, 2002 and an
adjustment for the net unrealized gain on available for sale mortgage-backed and
other investment  securities at September 30, 2002 as compared with December 31,
2001. A decrease in interest rates generally has a positive effect on the market
value of the Company's  investments and mortgage-backed  securities  portfolios.
Accumulated  Other  Comprehensive  Income  (Loss)  increased  $1.2  million from
December 31, 2001. The increases to  stockholders'  equity were partially offset
by the payment of cash dividend  during the year of $0.51 resulting in an equity
reduction of $1.1 million.

                                                                   Page 14 of 24




ANALYSIS OF NET INTEREST INCOME

     Net  interest   income   represents  the   difference   between  income  on
interest-earning  assets  and  expense  on  interest-bearing   liabilities.  Net
interest income also depends on the relative amounts of interest-earning  assets
and  interest-bearing  liabilities  and the interest rates earned or paid on the
assets or liabilities.

     AVERAGE BALANCE SHEET. The following tables set  forth-certain  information
relating  to the  Company  for the  three  months  ended and nine  months  ended
September  30, 2002 and 2001 and for the year ended  December 31, 2001.  For the
periods   indicated,   the  dollar  amount  of  interest   income  from  average
interest-earning  assets  and the  resultant  yields,  as  well as the  interest
expense on average  interest-bearing  liabilities,  is expressed in thousands of
dollars and  percentages.  No tax equivalent  adjustments were made. The average
balance is an average daily balance.

     TABLE 1. Average Balance Sheet. (Quarterly)

<TABLE>
<CAPTION>
                                                  Three Months Ended September 30,                      Year Ended Dec. 31,
                                                  --------------------------------                      -------------------
                                                 2002                           2001                            2001
                                    Average     Interest             Average   Interest            Average    Interest
                                  Outstanding    Earned/   Yield  Outstanding  Earned/   Yield/  Outstanding   Earned/     Yield/
                                    Balance       Paid      Rate    Balance     Paid      Rate     Balance      Paid       Rate
                                    -------       ----      ----    -------     ----      ----     -------      ----       ----
                                                                  (Dollars in Thousands)
<S>                                 <C>         <C>         <C>     <C>        <C>        <C>      <C>        <C>          <C>
Interest-earning Assets:
  Loans Receivable*                 $198,361    $  3,746    7.55%   $170,811   $  3,552   8.32%    $169,831   $ 14,232     8.38%
  Investment Securities              151,264       1,898    5.02%    125,390      1,848   5.90%     122,372      7,724     6.31%
  Federal Funds                        9,797          44    1.80%      6,190         55   3.55%       6,935        246     3.55%
  Equity Securities                    5,824          37    2.54%      6,282         58   3.69%       6,325        259     4.09%
                                    --------    --------    ----    --------   --------   ----     --------   --------     ----
    Total Interest-earning Assets    365,246       5,725    6.27%    308,673      5,513   7.14%     305,463     22,461     7.35%
                                    --------    --------    ----    --------   --------   ----     --------   --------     ----
Interest-bearing Liabilities:
  Money Market Deposits             $ 34,469    $    157    1.81%   $ 18,272   $    155   3.37%    $ 18,317   $    547     2.99%
  Savings Accounts                    68,687         159    0.92%     47,958        211   1.75%      48,083        834     1.73%
  Interest-bearing Checking           11,723          13    0.44%      9,205         30   1.29%       8,943        116     1.30%
  Time Deposits                      133,828       1,376    4.08%    115,207      1,637   5.64%     113,762      6,533     5.74%

Borrowings                            69,307         877    5.02%     76,600      1,080   5.59%      74,904      4,198     5.60%
                                    --------    --------    ----    --------   --------   ----     --------   --------     ----
    Total Interest-bearing Liabs     318,014       2,582    3.22%    267,242      3,113   4.62%     264,009     12,228     4.63%
                                    --------    --------    ----    --------   --------   ----     --------   --------     ----
    Net Interest Income                         $  3,143                       $  2,400                       $ 10,233
                                                ========                       ========                       ========
    Net Interest Spread                                     3.05%                         2.52%                            2.72%
                                                            ====                          ====                             ====
    Net Earning Assets              $ 47,232                        $ 41,431                     $   41,454
                                    ========                        ========                     ==========
   Net yield on average
      Interest-earning assets                       3.44%                          3.11%                          3.35%
                                                ========                       =======                        ========
    Average interest-earning
      assets to average
      Interest-bearing liabs                      114.85%                        115.50%                        115.70%
                                                ========                       =======                        =======
</TABLE>

*Included  in Average  Loans  Receivable  balance for the periods  presented  is
Mortgage Loans Held for Sale.


                                                                   Page 15 of 24
<PAGE>


<TABLE>
<CAPTION>
                                                   Nine Months Ended December 30,                      Year Ended Dec. 31,
                                                   ------------------------------                      -------------------
                                                 2002                           2001                            2001
                                    Average     Interest             Average   Interest            Average    Interest
                                  Outstanding    Earned/   Yield  Outstanding  Earned/   Yield/  Outstanding   Earned/     Yield/
                                    Balance       Paid      Rate    Balance     Paid      Rate     Balance      Paid       Rate
                                    -------       ----      ----    -------     ----      ----     -------      ----       ----
                                                                  (Dollars in Thousands)
<S>                                 <C>         <C>         <C>     <C>        <C>        <C>      <C>        <C>          <C>
Interest-earning Assets:
  Loans Receivable*                 $183,000    $ 10,331    7.53%   $168,566   $ 10,748   8.50%    $169,831   $ 14,232     8.38%
  Investment Securities              138,662       5,436    5.23%    121,889      5,915   6.47%     122,372      7,724     6.31%
  Federal Funds                       11,742         152    1.73%      5,875        188   4.27%       6,935        246     3.55%
  Equity Securities                    6,111         122    2.66%      6,335        198   4.17%       6,325        259     4.09%
    Total Interest-earning Assets    339,515      16,041    6.30%    302,665     17,049   7.51%     305,463     22,461     7.35%
Interest-bearing Liabilities:
  Money Market Deposits             $ 28,774    $    418    1.94%   $ 17,199   $    408   3.16%    $ 18,317   $    547     2.99%
  Savings Accounts                    68,492         393    0.77%     48,309        684   1.89%      48,083        834     1.73%
  Interest-bearing Checking            9,911          34    0.46%      8,937         97   1.45%       8,943        116     1.30%
  Time Deposits                      124,350       4,197    4.51%    112,108      4,937   5.87%     113,762      6,533     5.74%

Borrowings                            72,738       2,718    5.00%     74,338      3,194   5.73%      74,904      4,198     5.60%
    Total Interest-bearing Liabs     304,265       7,760    3.41%    260,891      9,320   4.76%     264,009     12,228     4.63%
    Net Interest Income                         $  8,281                       $  7,729                        $10,233
                                                ========                       ========                       ========
    Net Interest Spread                                     2.89%                         2.75%                            2.72%
                                                            ====                          ====                             ====
    Net Earning Assets              $ 35,250                        $ 41,774                     $   41,454
                                    ========                        ========                     ==========
   Net yield on average
      Interest-earning assets                       3.25%                          3.40%                          3.35%
                                                ========                       ========                        ========
    Average interest-earning
      assets to average
      Interest-bearing liabs                      111.59%                        116.01%                        115.70%
                                                ========                       ========                        =======
</TABLE>

*Included  in Average  Loans  Receivable  balance for the periods  presented  is
Mortgage Loans Held for Sale.


RESULTS OF OPERATIONS

     GENERAL. Net income for the three months ended September 30, 2002 increased
by $84,000 or 11.3% to $825,000 for the third  quarter of 2002 from $741,000 for
the three months ended  September 30, 2001. The increase was due primarily to an
increase in net interest income and non-interest income as well as a decrease in
the provision for credit losses. Offsetting these were increases in non-interest
expenses  as well as the  provision  for income  taxes.  Net income for the nine
months ended  September  30, 2002  increased by $69,000 and was $2.1 million for
the  nine-month  periods  in both  2002 and 2001.  The  increase  in net  income
reflects an increase in net interest income and non-interest income as well as a
decrease in the  provision  for credit  losses and  provision  for income taxes,
partially offset by an increase in non-interest expense.

     INTEREST  INCOME.  Interest  income  increased by $212,000 or 3.8%, to $5.7
million for the three  months  ended  September  30, 2002 from $5.5  million for
three  months ended  September  30,  2001.  The increase in interest  income was
primarily  a result of an increase in  interest  income on loans  receivable  of
$194,000  for the  third  quarter  of 2002.  In  addition,  interest  income  on
investment and mortgage-backed securities increased $94,000 for the three months
ended  September 30, 2002. For the nine months ended September 30, 2002 interest
income was $16.0  million,  a decrease of $1.0 million or 5.9% as compared  with
the same period in 2001. For the nine months ended September 30, 2002,  interest
income on loans  receivable  decreased  $417,000 or 3.9%  compared with the same
period in  2001.Interest  income on investment  and  mortgage-backed  securities
decreased  $401,000 for the nine months ended  September  30, 2002 compared with
the same period 2001. Dividend income on equity securities decreased $65,000 for
the third  quarter 2002 and $154,000  year to date.  Interest  income on federal
funds  decreased  $11,000 and $36,000 for the three months and nine months ended
September 30, 2002. The reduction in interest  income was due to the decrease in
market interest rates between the two periods as the Federal Reserve reduced the
prime rate by 175 basis points from September 2001 to September 2002.

     The  increase in  interest  income from loans is a result of an increase of
$27.6 million in the average  balance of loans  receivable  for the three months
ended  September 30, 2002  partially  offset by a decrease of 77 basis points in
the average  yield to 7.55% at September  30, 2002 from 8.32% at  September  30,
2001. For the nine months ended September 30, 2002, the average balance of loans
receivable  increased  $14.4 million with the average yield  decreasing 97 basis
points to 7.53%  during the 2002 period from 8.50%  during the nine month period
in 2001.

     Investment  income increased as a result of an increase of $25.9 million in
the average balance of investment and  mortgage-backed  securities for the three
month period ended  September  30, 2002 as compared with the same period in 2001
partially offset by a decrease in the average yield of investment  securities of
88 basis points to 5.02%

                                                                   Page 16 of 24

<PAGE>


 at September 30, 2002 from 5.90% at September 30, 2001.
For the nine months ended September 30, 2002, the average balance of investments
and  mortgage-backed  securities  increased $16.8 million with the average yield
decreasing  124 basis  points to 5.23%  during the 2002 period from 6.47% during
the nine month period in 2001.

     Interest income from federal funds decreased  during the three months ended
September 30, 2002 to $44,000 as compared with $55,000 for the 2001 period.  The
decrease  in  interest  income is due to a decrease  of 175 basis  points in the
average yield earned  partially  offset by an increase in the average balance of
$3.6  million.  The  increase  in the  average  balance  of fed  funds  reflects
management's  decision  to  invest  in  shorter-term  assets  during a period of
moderate loan growth.

     INTEREST  EXPENSE.  Interest  expense was $2.6 million for the three months
ended  September  30, 2002, a decrease of $531,000 or 17.1% from the same period
in 2001. The decrease in interest  expense is due to a decrease in interest paid
on  borrowed  funds and deposit  accounts.  Interest  expense of borrowed  funds
totaled  $877,000 for the third  quarter of 2002  compared with $1.1 million for
the 2001 period. The average cost of borrowed funds decreased 57 basis points to
5.02% as of September  30, 2002 from 5.59% for the three months ended  September
30, 2001. The average balance  outstanding of borrowings  also decreased  during
the three months ended  September  30, 2002 to $69.3  million  compared to $76.6
million for the same period in 2001.  Interest expense on deposits  decreased by
$328,000  for the three  months  ended  September  30, 2002 to $1.7  million,  a
decrease of 16.1%. The decrease in interest expense on deposits was due to a 152
basis point  decrease in the average cost of deposits for the third quarter 2002
partially  offset by an increase in the average  balance on deposit  accounts of
$58.1  million.  The  average  balance of  deposits  for the nine  months  ended
September 30, 2002  increased  $45.0 million as compared with the same period of
2001.  This  increase  offset a decrease in the average rate paid on deposits of
148 basis points resulting in a decrease in interest expense for the nine months
of $1.1 million  compared with the prior year. The decrease in average rate paid
for both the three months and nine months ended  September  30, 2002 is due to a
change in the deposit  mix.  Certificate  of deposits  represented  46% of total
deposits as of September 30, 2002 which is a decrease of 7.2% from September 30,
2001.  Checking  and MM/Now  accounts  increased  4.5% of total  deposits  as of
September 30, 2002 as compared to September 30, 2001.

     PROVISION  FOR CREDIT  LOSSES.  Total  provision  for credit losses for the
three months ended  September 30, 2002 were $80,000 as compared to $120,000 made
during the same period of 2001.  For the nine months ended  September  30, 2002,
the  provision  for credit  losses was  $350,000  compared to  $360,000  for the
comparable  period in 2001.  The allowance for credit losses was $2.5 million or
1.25% of loans receivable at September 30, 2002 as compared with $1.7 million or
1.00% of loans receivable at September 30, 2001. Management continues to monitor
changes  in the loan  portfolio  mix as the Bank  originates  a higher  level of
commercial and consumer loans.  The method utilized to evaluate  adequacy of the
allowance  level  accounts  for  the  higher  relative  degree  of  credit  risk
associated  with this activity as compared  with  traditional  residential  real
estate  lending.  Provisions to the  allowance  are made as management  assesses
losses that are probable and reasonably  estimable.  See Financial Condition for
further discussion of allowance for credit losses.

     OTHER  INCOME.  Other  operating  income  increased  by  $282,000  for  the
three-month  period  ending  September 30, 2002 compared with the same period in
2001 to $2.1  million  from  $1.8  million.  The  increase  in other  income  is
primarily  due to  commissions  received  from the  insurance  agencies  of $1.4
million for the three  months  ended  September  30, 2002 as compared  with $1.3
million for the same period during 2001.  In addition,  there was an increase in
fee income on deposit  accounts  of $62,000 to  $260,000  during the 2002 period
from $198,000  during the 2001 period.  Gains realized on the sale of fixed-rate
residential loans increased during the third quarter of 2002 by $73,000 compared
to the same  period in 2001 due to an  increase  in sales  activity  during  the
quarter.

     Investment  security  gains,  net  increased  $58,000 to  $112,000  for the
quarter ended  September  30, 2002 from $54,000 for the quarter ended  September
30, 2001.  For the nine months ended  September  30, 2002,  investment  security
gains, net increased  $72,000 to $116,000 for the same period in 2001.  Included
in investment  security gains was a loss of $256,000 for an other than temporary
decline in the value of an  investment  security.  The  investment  security was
written  down to the fair  market  value as of March  31,  2002 with a charge to
earnings. Offsetting this write-down were investment gains on the sales of other
investments that totaled $257,000 during the first quarter of 2002.

     For the nine months  ended  September  30,  2002,  other  operating  income
increased  $1.1  million  from $5.0  million as of  September  30,  2001 to $6.1
million as of September  30, 2002.  The increase is primarily  due to commission
income received from the insurance  agencies of $4.2 million for the nine months
ended  September  30,  2002 as  compared  with $3.6  million for the same period
during 2001. In addition,  there was an increase in the cash surrender  value of
$133,000  from Bank Owned Life  Insurance  during 2002 as compared with the same
period in 2001 due to  timing of the  purchase.  Gains  realized  on the sale of
fixed-rate  residential  loans increased  during the nine months ended September
30, 2002 by $156,000  compared to the same period in 2001.  Loans sales  totaled
$19.4 million for both the nine month periods in 2002 and 2001.


                                                                   Page 17 of 24


<PAGE>



     OTHER EXPENSES. Other operating expenses increased by $980,000 or 31.3%, to
$4.1 million for the three months ended September 30, 2002 from $3.1 million for
the same  period  in  2001.  Compensation  increased  $659,000  or 35.3%  due to
increases in employee benefit expense as well as additional  expenses associated
with  the  insurance  agency  subsidiaries  and the  purchase  of SBC.  Building
occupancy increased $227,000,  as a result of additional expenses from insurance
agency subsidiaries and the addition of SBC facilities.

     For the nine months ended September 30, 2002,  operating expenses increased
$1.6  million to $11.1  million  from $9.5  million  for the nine  months  ended
September  30,2001.  The increase was primarily the result of operating expenses
associated with the insurance agency subsidiaries.

     INCOME TAX.  Income tax expense was  $346,000  for the three  months  ended
September 30, 2002, an increase of $59,000 from the third quarter 2001 provision
of $287,000.  The  effective  tax rate  increased to 29.5% for the third quarter
2002 from 27.9% for the three months  ended  September  30,  2001.  For the nine
months  ended,  the income tax expense was  $864,000 as compared to $880,000 for
the same period in 2001.  The effective tax rate  decreased to 28.7% for 2002 as
compared with 29.7% for the nine months ended September 30,2001.

                                                                   Page 18 of 24

<PAGE>


ONEIDA FINANCIAL CORP.

SELECTED FINANCIAL RATIOS

At and for the Three Months Ended and Nine Months Ended  September  30, 2002 and
September 30, 2001(unaudited)

(annualized where appropriate)

<TABLE>
<CAPTION>
                                                             Three Months Ending       Nine Months Ending
                                                                September 30,              September 30,
                                                              2001        2002          2002         2001
                                                              ----        ----          ----         ----
<S>                                                         <C>          <C>          <C>          <C>
Performance Ratios:

 Return on average assets                                     0.78%        0.87%        0.74%        0.83%
 Return on average equity7.02%                                6.79%        6.21%        6.43%
 Net interest margin                                          3.44%        3.11%        3.25%        3.40%
 Efficiency Ratio                                            78.31%       71.17%       77.39%       72.08%
 Ratio of operating expense to average total assets           3.89%        3.57%        3.85%        3.80%
 Ratio of average interest-earning assets to
   average interest-bearing liabilities                     114.85%      115.50%      111.59%      116.01%

Asset Quality Ratios:

 Non-performing assets to total assets                        0.08%        0.09%        0.08%        0.09%

 Allowance for loan losses to non-performing loans          822.52%      657.75%      822.52%      657.75%

 Allowance for loan losses to loans receivable, net           1.25%        1.00%        1.25%        1.00%

Capital Ratios:

  Total shareholders' equity to total assets                 11.26%       12.83%       11.26%       12.83%
Average equity to average assets                             11.97%       12.96%       11.97%       12.96%

</TABLE>

                                                                   Page 19 of 24



ITEM 3. Quantitative and Qualitative Disclosure About Market Risk



     Various  forms of market  risk are  inherent  in the  business  of the Bank
including  concentration risk, liquidity management,  credit risk and collateral
risk among others.  However,  the Bank's most significant form of market risk is
interest  rate risk, as the majority of the Bank's  assets and  liabilities  are
sensitive to changes in interest  rates.  Ongoing  monitoring  and management of
this  risk is an  important  component  of the  Company's  asset  and  liability
management  process.  The Bank's interest rate risk  management  program focuses
primarily on evaluating  and managing the  composition  of the Bank'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  expense.  Based  on  the  asset-liability
composition  at  September  30, 2002,  in a rising  interest  rate  environment,
Management  would expect that the Company's cost of shorter-term  deposits might
rise faster than its earnings on longer-term loans and investments.  Conversely,
as interest rates decrease, the prepayment of principal on loans and investments
tends  to  increase,  causing  the  Company  to  invest  funds  in a lower  rate
environment.  To mitigate the effect of interest  rate changes,  Management  has
taken steps to emphasize core deposits,  monitor certificate of deposit rates to
better match asset changes,  and sell  substantially all newly originated longer
term fixed rate  loans in the  secondary  market  without  recourse.  Management
believes   this  approach  will  help  reduce  the  exposure  to  interest  rate
fluctuations and enhance long-term profitability.

For a discussion of the Company's  asset and  liability  management  policies as
well as the  potential  impact of interest rate changes upon the earnings of the
Company,  see "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations" in the Company's 2001 Annual Report to Stockholders.  The
Company  regularly  evaluates the potential  impact of interest rate changes and
has evaluated the risk profile  subsequent to the SBC  acquisition.  The Company
continues to manage its interest  rate risk  tolerance  within a reasonable  and
consistent range.



ITEM 4. Controls and Procedures

     (a)  Evaluation of disclosure controls and procedures.

     Under  the  supervision  and  with  the  participation  of our  management,
including our Chief Executive Officer and Chief Financial Officer,  we evaluated
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures  (as defined in Rule  13a-14(c)  under the Exchange Act) as of a date
(the "Evaluation  Date") within 90 days prior to the filing date of this report.
Based upon that  evaluation,  the Chief  Executive  Officer and Chief  Financial
Officer  concluded that, as of the Evaluation Date, our disclosure  controls and
procedures  were effective in timely  alerting them to the material  information
relating to us (or our consolidated subsidiaries) required to be included in our
periodic SEC filings.

     (b)  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 20 of 24


<PAGE>


                             ONEIDA FINANCIAL CORP.
                                AND SUBSIDIARIES

                           Part II - Other Information


Item 1      Legal Proceedings


     Much of the Bank's market area is included in the  270,000-acre  land claim
of the Oneida Indian Nation  ("Oneidas").  The land claim area is held primarily
by private  persons.  Over 15 years ago the United States Supreme Court ruled in
favor of the Oneidas in a lawsuit  which  management  believes  was  intended to
encourage  the State of New York to negotiate an equitable  settlement in a land
dispute that has existed over 200 years.

     In June 1998, the United States Justice Department intervened in the action
on behalf of the Oneidas  against  Madison  County and Oneida County in New York
State. In September  1998, an U.S.  District Court removed a stay of litigation,
having been in place since the late 1980's pending settlement  negotiations.  In
December 1998, both the Oneidas and the U.S. Justice Department filed motions to
amend the long  outstanding  claim  against  the State of New York.  The  motion
attempts to include in the claim,  various named and 20,000  unnamed  additional
defendants,  who own real  property  in parts of Madison  and  Oneida  counties,
thereby  including  the  additional  defendants in the original  suit.  The U.S.
District  Court granted the motions to add as a defendant the State of New York,
but denied the motions to add the private  landowners.  Neither the Bank nor the
Company is a named  defendant in the motion.  The Court further  rejected as not
being  viable the  remedies  of  ejectment  and/or of monetary  damages  against
private landowners. Amended complaints were served by the Oneidas and the United
States  which seek to eject the  Counties of Madison and Oneida from lands owned
by the  counties,  and the Oneidas  also seek a  declaration  that they have the
right to possess all land within the land claim  area.  In June 2001,  the Court
determined  that  certain  land  purchased  by the  Oneidas in 1997 and 1998 are
exempt from real estate established in 1794 by the Federal Government. The State
of New York,  Counties  of  Madison  and Oneida  and the City of  Sherrill  have
appealed the Courts  decision  with a court date set for March 2002. In February
2002, a joint  statement was issued by the Oneidas,  State of New York,  and the
counties of Madison and Oneida,  indicating  that the framework for a settlement
had been agreed upon  subject to the approval by the State  legislature  and the
Federal Government.

     To date  neither  the  original  claim  nor the  motion to amend has had an
adverse impact on the local economy or real property values. In addition,  title
insurance  companies continue to underwrite policies in the land claim area with
no change  in  premiums  or  underwriting  standards.  The Bank  requires  title
insurance on all  residential  real estate loans,  excluding  home equity loans.
Both the State of New York and the Oneidas have  indicated  in their  respective
communications that individual  landowners will not be adversely affected by the
ongoing litigation. The Company continues to monitor the situation.

     The Company is not involved in any other  pending legal  proceedings  other
than routine  legal  proceedings  occurring  in the ordinary  course of business
which, in the aggregate,  involve amounts which are believed by management to be
immaterial to the financial condition or operations of the Company.

Item 2      Changes in Securities

            None

Item 3      Default Upon Senior Securities

            Not applicable.

                                                                   Page 21 of 24

<PAGE>


Item 4      Submission of Matters to a Vote of Security Holders

            None

Item 5      Other Information

            None


Item 6      Exhibits and Reports on Form 8-K

     (a)  All  required  exhibits  are  included  in Part I  under  Consolidated
          Financial  Statements,   Notes  to  Unaudited  Consolidated  Financial
          Statements  and  Management's  Discussion  and  Analysis of  Financial
          Condition  and  Results  of  Operations,   and  are   incorporated  by
          reference, herein.


     (b)  Exhibits

          Exhibit 99.1 -  Certification  pursuant to 18 U.S.C.  Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxly Act of 2002


                                                                   Page 22 of 24

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.

                                           ONEIDA FINANCIAL CORP.


Date:  October 29, 2002                    By: /s/ Michael R. Kallet
                                               ---------------------------------
                                           Michael R. Kallet
                                           President and Chief Executive Officer


Date:  October 29, 2002                    By: /s/  Eric E. Stickels
                                               ---------------------------------
                                           Eric E. Stickels
                                           Senior Vice President and Chief
                                           Financial Officer


                                                                   Page 23 of 24


                    Certification of Chief Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, Michael R. Kallet, President and Chief Executive Officer, certify that:

(1)  I have reviewed this quarterly report on Form 10-Q of September 30, 2002;

(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.


October 29, 2002                /s/ Michael R. Kallet
Date                            ------------------------------------------------
                                Michael R. Kallet
                                President and Chief Executive Officer


                                                                   Page 24 of 24

<PAGE>

                    Certification of Chief Financial Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, Eric E. Stickels,  Senior Vice President and Chief Financial Officer, certify
that:


(1)  I have reviewed this quarterly report on Form 10-Q of September 30, 2002;

(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 annual 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.


October 29, 2002             /s/ Eric E. Stickels
                             ------------------------------------------
Date                         Eric E. Stickels
                             Senior Vice President and Chief Financial Officer


                                                                   Page 23 of 24