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, 2005

                                       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 mark whether the Registrant (1) 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

   Indicate by check mark whether the Registrant is an accelerated filer (as
              defined in Rule 12b-2 of the Exchange Act) Yes  No |X|

Indicate by check mark whether the Registrant is a shell company (as defined in
                    Rule 12b-2 of the Exchange Act) Yes  No |X|

                      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 7,593,041 shares of
       the Registrant's common stock outstanding as of November 1, 2005.

<PAGE>

                             ONEIDA FINANCIAL CORP.
                                      INDEX

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

    Item 1. Financial Statements                                                         1

            Consolidated Statements of Condition                                         2
            As of September 30, 2005 (unaudited) and December 31, 2004 (audited)

            Consolidated Statements of Operations (unaudited)                            3
            For the three months and nine months ended September 30, 2005 and 2004

            Consolidated Statements of Comprehensive Income (unaudited)                  4
            For the three months and nine months ended September 30, 2005
            and 2004

            Consolidated Statements of Changes in Stockholders' Equity (unaudited)       5
            For the three months and nine months ended September 30, 2005

            Consolidated Statements of Cash Flows (unaudited)                            6
            For the three months and nine months ended September 30, 2005 and 2004

            Notes to Consolidated Financial Statements (unaudited)                       8

   Item 2.  Management's Discussion and Analysis of Financial Condition                 14
            And Results of Operations

   Item 3.  Quantitative and Qualitative Disclosures about Market Risk                  23

   Item 4.  Controls and Procedures                                                     23

PART II. OTHER INFORMATION                                                              24

   Item 1.  Legal Proceedings                                                           24

   Item 2.  Changes in Securities and Use of Proceeds                                   24

   Item 3.  Defaults Upon Senior Securities                                             25

   Item 4.  Submission of Matters to a Vote of Security Holders                         25

   Item 5.  Other Information                                                           25

   Item 6.  Exhibits                                                                    25
</TABLE>

<PAGE>

PART I. FINANCIAL INFORMATION

                  Item I. Financial Statements


                                  Page 1 of 26
<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
At September 30, 2005 and December 31, 2004

<TABLE>
<CAPTION>
                                                                 (unaudited)           (audited)
                                                                     At                    At
                                                                September 30,         December 31,
                                                                    2005                  2004
                                                                    ----                  ----
<S>                                                             <C>                   <C>
ASSETS                                                           (in thousands, except share data)
         Cash and due from banks                                $     13,851          $     11,853
         Federal funds sold                                              399                 3,180
                                                                ----------------------------------
  TOTAL CASH AND CASH EQUIVALENTS                                     14,250                15,033

         Investment securities, at fair value                        115,349               109,730
         Mortgage-backed securities, at fair value                    37,573                44,378

         Mortgage loans held for sale                                  1,247                 2,894

         Loans receivable                                            234,188               210,966
         Allowance for loan losses                                    (2,001)               (1,982)
                                                                ----------------------------------
   LOANS RECEIVABLE, NET                                             232,187               208,984

         Bank premises and equipment, net                             12,102                 9,854
         Accrued interest receivable                                   2,007                 2,104
         Other assets                                                  6,385                 5,543
         Cash surrender value - life insurance                        11,133                10,819
         Goodwill                                                     13,480                12,284
         Other intangible assets                                         901                   986
         -----------------------------------------------------------------------------------------
         TOTAL ASSETS                                           $    446,614          $    422,609
         =========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
         Interest bearing deposits                              $    261,192          $    251,565
         Non-interest bearing deposits                                53,415                50,082
         Borrowings                                                   75,497                64,400
         Other liabilities                                             3,559                 3,918
                                                                ----------------------------------
TOTAL LIABILITIES                                                    393,663               369,965
Stockholders' equity:
         Preferred stock, 1,000,000 shares authorized,
                  none issued                                             --                    --
         Common stock ($.01 par value; 20,000,000
              shares authorized; 8,242,452 issued)                        82                    82
         Additional paid-in capital                                   17,961                17,946
         Retained earnings                                            40,643                39,197
         Common shares issued under employee
              stock plans - unearned                                    (435)                 (435)
         Accumulated other comprehensive income (loss)                (2,175)                 (994)
         Treasury stock (at cost, 549,412
                          and 582,827 shares)                         (3,074)               (3,030)
         Unearned stock-based compensation                               (51)                 (122)
         -----------------------------------------------------------------------------------------
         TOTAL STOCKHOLDERS' EQUITY                                   52,951                52,644
         -----------------------------------------------------------------------------------------
         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY                                   $    446,614          $    422,609
         =========================================================================================
</TABLE>

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


                                  Page 2 of 26
<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months and Nine Months Ended September 30, 2005
(unaudited) and 2004 (unaudited)

<TABLE>
<CAPTION>
                                                                    Three Months Ended                 Nine Months Ended
                                                               September 30,   September 30,    September 30,    September 30,
                                                                   2005              2004            2005              2004
                                                                   ----              ----            ----              ----
                                                                             (in thousands except per share data)
<S>                                                            <C>              <C>              <C>              <C>
INTEREST INCOME:
    Interest and fees on loans                                 $      3,665     $      3,252     $     10,402     $      9,650
    Interest on investment and mortgage-
       backed securities                                              1,461            1,443            4,574            4,517
    Dividends on equity securities                                      199              165              536              520
    Interest on federal funds sold and
       interest-earning deposits                                         14                8               41               20
------------------------------------------------------------------------------------------------------------------------------
   Total interest and dividend income                                 5,339            4,868           15,553           14,707
------------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
    Savings deposit                                                     110               88              273              246
    Money market and interest-bearing checking                          214              111              522              303
    Time deposits                                                       844              780            2,435            2,448
    Borrowings                                                          801              732            2,301            2,122
------------------------------------------------------------------------------------------------------------------------------
       Total interest expense                                         1,969            1,711            5,531            5,119
------------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME                                                   3,370            3,157           10,022            9,588
    Less: Provision for loan losses                                     100              150              260              450
------------------------------------------------------------------------------------------------------------------------------
   Net interest income after provision for loan losses                3,270            3,007            9,762            9,138
------------------------------------------------------------------------------------------------------------------------------
OTHER INCOME:
    Investment security gains, net                                       10              103               53               48
    Gain on sale of mortgages, net                                       53               79              137              136
    Insurance commission income                                       1,878            2,054            6,171            5,855
    Other operating income                                              838              867            2,402            2,413
------------------------------------------------------------------------------------------------------------------------------
   Total other income                                                 2,779            3,103            8,763            8,452
------------------------------------------------------------------------------------------------------------------------------
OTHER EXPENSES:
    Compensation and employee benefits                                3,065            2,887            9,306            8,729
    Occupancy expenses, net                                             874              847            2,473            2,441
    Other operating expense                                             981              878            2,899            2,704
------------------------------------------------------------------------------------------------------------------------------
   Total other expenses                                               4,920            4,612           14,678           13,874
------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                                            1,129            1,498            3,847            3,716
------------------------------------------------------------------------------------------------------------------------------
   Provision for income taxes                                           300              412            1,021            1,012
------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                     $        829     $      1,086     $      2,826     $      2,704
==============================================================================================================================
EARNINGS PER SHARE - BASIC                                     $       0.11     $       0.14     $       0.37     $       0.36
==============================================================================================================================
EARNINGS PER SHARE - DILUTED                                   $       0.11     $       0.14     $       0.37     $       0.35
==============================================================================================================================
</TABLE>

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

                                  Page 3 of 26

<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months and Nine Months Ended September 30, 2005 (unaudited) and
2004 (unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended                   Nine Months Ended
                                                     September 30,     September 30,     September 30,     September 30,
                                                         2005              2004              2005              2004
                                                         ----              ----              ----              ----
                                                                               (in thousands)
<S>                                                  <C>               <C>               <C>               <C>
Net income                                           $        829      $      1,086      $      2,826      $      2,704
                                                     ------------      ------------      ------------      ------------

Other comprehensive income (loss), net of tax:
  Unrealized gains on assets available for sale:
      Unrealized holding gains (losses)
          arising during period                              (707)            4,115            (1,915)           (1,137)
      Less: reclassification adjustment for
          (Gains) losses included
              in net income                                   (10)             (103)              (53)              (48)
                                                     ------------      ------------      ------------      ------------
                                                             (717)            4,012            (1,968)           (1,185)
      Net income tax benefit (effect)                         287            (1,605)              787               474
                                                     ------------      ------------      ------------      ------------
Other comprehensive income (loss),
              net of tax                                     (430)            2,407            (1,181)             (711)
                                                     ------------      ------------      ------------      ------------

Comprehensive income                                 $        399      $      3,493      $      1,645      $      1,993
                                                     ============      ============      ============      ============
</TABLE>

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


                                  Page 4 of 26
<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Months and Nine Months Ended September 30, 2005 (unaudited)

<TABLE>
<CAPTION>

                                                                                            Accumulated
                                                                    Additional                 Other
                                                   Common Stock      Paid-In     Retained  Comprehensive
                                                Shares      Amount   Capital      Earning  Income (Loss)
                                                           (in thousands, except number of shares)
<S>                                            <C>         <C>       <C>         <C>        <C>
Balance as of December 31, 2004                8,242,452   $    82   $  17,946   $ 39,197   $     (994)
Net income                                                                            975
Other comprehensive loss,
    net of tax                                                                                  (1,326)
Shares issued under stock plans                                             16
Shares earned under stock plans
Common stock dividends: $0.20 per share                                              (672)
Treasury stock reissued                                                     (1)
                                               ---------------------------------------------------------

Balance as of March 31, 2005                   8,242,452   $    82   $  17,961   $ 39,500   $   (2,320)

Net income                                                                          1,022
Other comprehensive income,
    net of tax                                                                                      575
Shares earned under stock plans
Stock Repurchased
Treasury stock reissued
                                               ---------------------------------------------------------

Balance as of June 30, 2005                    8,242,452   $    82   $  17,961   $ 40,522   $   (1,745)

Net income                                                                            829
Other comprehensive income,
    net of tax                                                                                    (430)
Common stock dividends: $0.21 per share                                              (708)
Treasury stock reissued
                                               ---------------------------------------------------------

Balance as of September 30, 2005               8,242,452   $    82   $  17,961   $ 40,643   $   (2,175)
                                               =========================================================

<CAPTION>
                                                              Common Stock
                                                              Issued Under    Unearned
                                                                Employee        Stock
                                                   Treasury   Stock Plans-      Based
                                                     Stock      Unearned    Compensation      Total
                                                            (in thousands, except number of shares)
<S>                                                <C>        <C>            <C>             <C>
Balance as of December 31, 2004                    $ (3,030)  $     (435)    $     (122)     $ 52,644
Net income                                                                                        975
Other comprehensive loss,
    net of tax                                                                                 (1,326)
Shares issued under stock plans                                                     (16)           --
Shares earned under stock plans                                                      65            65
Common stock dividends: $0.20 per share                                                          (672)
Treasury stock reissued                                  15                                        14
                                                  ---------------------------------------------------

Balance as of March 31, 2005                       $ (3,015)  $     (435)    $      (73)     $ 51,700

Net income                                                                                      1,022
Other comprehensive income,
    net of tax                                                                                    575
Shares earned under stock plans                                                       22           22
Stock Repurchased                                       (93)                                     (93)
Treasury stock reissued                                  33                                       33
                                                  ---------------------------------------------------

Balance as of June 30, 2005                        $ (3,075)  $     (435)    $      (51)     $ 53,259

Net income                                                                                        829
Other comprehensive income,
    net of tax                                                                                   (430)
Common stock dividends: $0.21 per share                                                          (708)
Treasury stock reissued                                   1                                         1
                                                  ---------------------------------------------------

Balance as of September 30, 2005                   $ (3,074)  $     (435)    $      (51)     $ 52,951
                                                  ===================================================
</TABLE>

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


                                  Page 5 of 26
<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months and Nine Months Ended September 30, 2005 (unaudited)
and 2004 (unaudited)

<TABLE>
<CAPTION>
                                                                               Three Months Ended             Nine Months Ended
                                                                          September 30,  September 30,  September 30,  September 30,
                                                                               2005          2004            2005          2004
                                                                               ----          ----            ----          ----
                                                                                                (in thousands)
<S>                                                                          <C>           <C>             <C>           <C>
Operating Activities:
   Net income                                                                $    829      $  1,086        $  2,826      $  2,704
   Adjustments to reconcile net income to net cash provided by operating
    activities:
      Depreciation and amortization                                               288           318             819           861
      Amortization of premiums/discounts on securities, net                        52           151             168           403
      Provision for loan losses and other real estate losses                      100           150             260           450
      Stock compensation earned                                                    --            50              87           158
      (Gain) on sale/call of securities, net                                      (10)         (103)            (53)          (48)
      (Gain) on sale of loans, net                                                (53)          (79)           (137)         (136)
      Income tax payable                                                          (60)          162             (75)          263
      Accrued interest receivable                                                 296           336              97           200
      Other assets                                                                760          (384)           (240)          203
      Other liabilities                                                           (38)          445            (359)         (725)
      Origination of loans held for sale                                       (3,731)       (6,494)         (8,556)      (13,394)
      Proceeds from sales of loans                                              3,921         6,284          10,340        12,224
------------------------------------------------------------------------------------------------------------------------------------
          Net cash provided by operating activities                             2,354         1,922           5,177         3,163
------------------------------------------------------------------------------------------------------------------------------------
Investing Activities:
  Purchase of investment securities                                           (12,405)      (11,634)        (31,171)      (44,738)
  Principal collected on and proceeds of maturities
     sales or calls from investments                                           15,641        20,870          20,978        42,223
  Purchase of mortgage-backed securities                                       (5,525)           --          (5,525)           --
  Principal collected on and proceeds from sales
     of mortgage-backed securities                                              3,196         4,847          14,821        15,012
  Net increase in loans                                                        (7,202)       (7,297)        (23,516)      (12,108)
  Purchase of bank premises and equipment                                      (1,568)         (199)         (2,982)         (485)
  Proceeds from sale of other real estate                                          --           143              --           294
  Purchase of insurance agency                                                 (1,196)           --          (1,196)         (652)
------------------------------------------------------------------------------------------------------------------------------------
          Net cash (used in) provided by investing activities                  (9,059)        6,730         (28,591)         (454)
------------------------------------------------------------------------------------------------------------------------------------
Financing Activities:
  Net increase in demand deposit, savings,
     money market, interest-bearing checking and escrow                         3,589         2,459          17,149        11,441
  Net decrease in time deposits                                                (1,775)       (5,023)         (4,189)      (10,634)
  Proceeds from borrowings                                                     24,597        16,000          63,097        49,575
  Repayment of borrowings                                                     (18,200)      (20,405)        (52,000)      (51,405)
  Cash dividends                                                                 (708)         (633)         (1,380)       (1,257)
  Purchase of treasury stock                                                       --            --             (93)          (95)
  Exercise of stock options (using treasury stock)                                  1             5              47           102
------------------------------------------------------------------------------------------------------------------------------------
          Net cash provided by (used in) financing activities                   7,504        (7,597)         22,631        (2,273)
------------------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in cash and cash equivalents                                  799         1,055            (783)          436
------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period                               13,451        11,670          15,033        12,289
------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                   $ 14,250      $ 12,725        $ 14,250      $ 12,725
====================================================================================================================================
</TABLE>


                                  Page 6 of 26
<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months and Nine Months Ended September 30, 2005 (unaudited)
and 2004 (unaudited)

<TABLE>
<CAPTION>
                                                                 Three Months Ended               Nine Months Ended
                                                             September 30,   September 30,   September 30,  September 30,
                                                                  2005            2004           2005            2004
                                                                  ----            ----           ----            ----
                                                                                     (in thousands)
<S>                                                               <C>             <C>            <C>             <C>
Supplemental disclosures of cash flow information:
  Cash paid for interest                                          1,994           1,697          5,552           5,127
  Cash paid for income taxes                                        360             250            636             770
  Non-cash investing activities:
  Unrealized (loss) gain on investment and mortgage-backed
     securities designated as available for sale                   (430)          2,407         (1,181)           (711)
  Transfer of loans to other real estate                             --              56             53             179
=========================================================================================================================
</TABLE>

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


                                  Page 7 of 26
<PAGE>

                             ONEIDA FINANCIAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 2005

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, 2005 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, 2005.

Note B - Earnings per Share

Basic  earnings per share  represents  income  available to common stock holders
divided by the weighted average number of common shares  outstanding  during the
period.  ESOP  shares are  considered  outstanding  for the  calculation  unless
unearned.  Diluted  earnings per share give effect to weighted  average  shares,
which would be  outstanding  assuming the exercise of issued  options and awards
using the treasury  stock method.  The Company  declared a  three-for-two  stock
split to all  shareholders  of record as of  February  10,  2004.  The  weighted
average  shares  outstanding  and  earnings  per share and  dividends  per share
information has been adjusted  retroactively to reflect the three-for-two  stock
split  declared.  Earnings  per  common  share have been  computed  based on the
following  for the three months ended and nine months ended  September  30, 2005
and 2004 respectively:

                                             Income          Shares    Per Share
September 30, 2005:
-------------------
Net income (Three Months Ended)            $  829,452
                                           ----------

Basic Earnings Per Share:                  $  829,452      7,592,875     $0.11
                                                                         -----
Effect of dilutive securities:
         Stock options and awards                  --         86,274
                                           -------------------------
Diluted Earnings Per Share                 $  829,452      7,679,149     $0.11
                                                                         -----

September 30, 2004:
-------------------
Net income (Three Months Ended)            $1,085,652
                                           ----------

Basic Earnings Per Share                   $1,085,652      7,488,949     $0.14
                                                                         -----
Effect of dilutive securities:
         Stock options and awards                  --        133,683
                                           -------------------------
Diluted Earnings Per Share                 $1,085,652      7,622,632     $0.14
                                                                         -----

September 30, 2005:
-------------------
Net income (Nine Months Ended)             $2,826,426
                                           ----------

Basic Earnings Per Share:                  $2,826,426      7,569,597     $0.37
                                                                         -----
Effect of dilutive securities:
         Stock options and awards                  --        106,343
                                           -------------------------
Diluted Earnings Per Share                 $2,826,426      7,675,940     $0.37
                                                                         -----

September 30, 2004:
-------------------
Net income (Nine Months Ended)             $2,703,689
                                           ----------

Basic Earnings Per Share:                  $2,703,689      7,470,721     $0.36
                                                                         -----
Effect of dilutive securities:
         Stock options and awards                  --        161,870
                                           -------------------------
Diluted Earnings Per Share                 $2,703,689      7,632,591     $0.35
                                                                         -----


                                  Page 8 of 26
<PAGE>

Stock options for 54,770 and 35,783 shares of commons stock were not  considered
in computing  diluted  earnings  per common  share for the three  months  ending
September  30,  2005 and  September  30,  2004  respectively  because  they were
antidilutive.  For the nine months  ending  September 30, 2005 and September 30,
2004,  stock  options  for  37,898  and  17,500  shares  respectively  were  not
considered.

Note C - Stock-Based Compensation

The Company  maintains a stock option plan and restricted stock plan for certain
officers and directors  providing  service to the Company.  The Company accounts
for those plans under the recognition and measurement  principles of APB Opinion
No. 25, "Accounting for Stock Issued to Employees," and related Interpretations.
No stock-based  employee  compensation  cost is reflected in net income,  as all
options  granted under the stock option plan had an exercise  price equal to the
market value of the underlying common stock on the date of grant.

The  following  table  illustrates  the  effect on net  income  per share if the
Company had applied the fair value recognition  provisions of FASB Statement No.
123,   "Accounting  for  Stock-Based   Compensation,"  to  stock-based  employee
compensation.

<TABLE>
<CAPTION>
                                                     Three Months Ended September 30,     Nine Months Ended September 30,
                                                           2005            2004               2005              2004
                                                           ----            ----               ----              ----
                                                                      (in thousands except per share data)
<S>                                                       <C>             <C>                <C>              <C>
Net income:
         As reported                                      $  829          $ 1,086            $ 2,826          $ 2,704
Deduct:  Total stock-based employee
         Compensation expense determined under
        fair value method, net of related taxes              (18)             (30)               (55)             (91)
                                                          ------          -------            -------          -------
Pro forma                                                 $  811          $ 1,056            $ 2,771          $ 2,613
                                                          ======          =======            =======          =======

Earnings per share:
  As reported
      Basic                                               $ 0.11          $  0.14            $  0.37          $  0.36
      Diluted                                             $ 0.11          $  0.14            $  0.37          $  0.35

  Pro forma
      Basic                                               $ 0.11          $  0.14            $  0.37          $  0.35
      Diluted                                             $ 0.11          $  0.14            $  0.36          $  0.34
</TABLE>

Compensation expense equal to the market value of Oneida Financial Corp.'s stock
on the grant  date is  accrued  ratably  over the  vesting  period for shares of
restricted stock granted. Compensation expense recorded in conjunction with this
plan was $0 and $49,931 for the three month period ending September 30, 2005 and
2004  respectively,  and $86,985 and $158,295  for the nine month period  ending
September 30, 2005 and 2004 respectively.  All options granted were fully vested
prior to July 1, 2005.  There are currently  10,886 shares eligible to be issued
under the plan which have not been awarded.

Note D - Dividend Restrictions

Oneida  Financial MHC, which owns 4,309,750 or 56.02% of the outstanding  shares
as of September 30, 2005 of Oneida Financial Corp.,  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,
2005 and December 31, 2004, the retained earnings  restricted for cash dividends
waived was $7,135,031 and $5,368,034, respectively.


                                  Page 9 of 26
<PAGE>

Note E - Pension Plan

Net  pension  and  postretirement  cost  (benefit),  which  is  recorded  within
compensation  and employee  benefits  expenses in the  condensed  statements  of
income, is comprised of the following:

<TABLE>
<CAPTION>
                                                           Three Months Ended              Nine Months Ended
                                                      September 30,   September 30,  September 30,   September 30,
                                                            2005           2004           2005            2004
                                                            ----           ----           ----            ----
                                                                             (in thousands)
<S>                                                      <C>            <C>            <C>            <C>
Service cost                                             $      --      $      --      $      --      $ 129,279
Interest cost                                               77,601         80,723        232,803        229,330
Expected return on plan assets                             (97,693)       (93,785)      (293,079)      (287,952)
Amortization of unrecognized loss                           33,903         33,800        101,709         93,192
Amortization of unrecognized prior service liability            --             --             --        (28,989)
                                                         ---------      ---------      ---------      ---------
         Net pension and postretirement cost             $  13,811      $  20,738      $  41,433      $ 134,860
                                                         =========      =========      =========      =========
</TABLE>

Components of Net Periodic Benefit Cost:

Weighted-average assumptions as of December 31:

<TABLE>
                                                              2005                  2004
<S>                                                          <C>                   <C>
         Discount rate                                       6.125%                6.625%
         Expected return on plan assets                      9.000%                9.000%
         Rate of compensation increase                       0.000%                3.500%
</TABLE>

The amount the Bank  expects to  contribute  to its pension plan in 2005 has not
yet been determined due to the freezing of the plan in 2004,  however the amount
will not exceed  $43,656.  As of September 30, 2005 the Company has  contributed
$19,795 to the plan.

Note F - Investment Securities and Mortgage-Backed Securities

Investment securities and mortgage-backed securities consist of the following at
September 30, 2005 and December 31, 2004:

<TABLE>
<CAPTION>
                                                        September 30, 2005
                                              -------------------------------------
                                                                  Gross Unrealized
                                              Fair Value        Gains        Losses
                                                           (in thousands)
<S>                                            <C>           <C>           <C>
Investment Securities
  Available for sale portfolio:
  -----------------------------
     Debt securities:
         U. S. Agencies                        $  35,914     $       3     $     604
         Corporate                                26,706           146           673
         State and municipals                     31,197           358            79
                                               ---------     ---------     ---------
                                                  93,817           507         1,356
     Equity investments:
         Preferred and equity stocks              14,968           197           459
         Mutual fund                               2,789             6            --
         Federal Home Loan Bank stock              3,775            --            --
                                               ---------     ---------     ---------
                                               $ 115,349     $     710     $   1,815
                                               =========     =========     =========

Mortgage-Backed Securities
  Available for sale portfolio:
  -----------------------------
     Federal National Mortgage Association     $  11,855     $      --     $     246
     Federal Home Loan Mortgage Corp.             20,611             5           227
     Small Business Administration                   121            --            --
     Collateralized Mortgage Obligations           4,986            --           106
                                               ---------     ---------     ---------
                                               $  37,573     $       5     $     579
                                               =========     =========     =========
</TABLE>


                                  Page 10 of 26
<PAGE>

<TABLE>
                                                        December 31, 2004
                                               ---------------------------------------
                                                                   Gross Unrealized
                                               Fair Value       Gains           Losses
                                                           (in thousands)
<S>                                            <C>            <C>            <C>
Investment Securities
  Available for sale portfolio:
  -----------------------------
     Debt securities:
         U. S. Agencies                        $   38,213     $        6     $      628
         Corporate                                 22,194            633            207
         State and municipals                      31,168            532            106
                                               ----------     ----------     ----------
                                                   91,575          1,171            941
     Equity investments:
         Preferred and equity stocks               12,115            266            213
         Mutual fund                                2,783            124             --
         Federal Home Loan Bank stock               3,257             --             --
                                               ----------     ----------     ----------
                                               $  109,730     $    1,561     $    1,154
                                               ==========     ==========     ==========
Mortgage-Backed Securities
  Available for sale portfolio:
  -----------------------------
     Federal National Mortgage Association     $   14,675     $       36     $      180
     Federal Home Loan Mortgage Corp.              19,672             28             62
     Government National Mortgage Assoc               444             28             --
     Small Business Administration                    405             --             --
     Collateralized Mortgage Obligations            9,182             87             56
                                               ----------     ----------     ----------
                                               $   44,378     $      179     $      298
                                               ==========     ==========     ==========
</TABLE>

The Company evaluates securities for other-than-temporary impairment at least on
a quarterly  basis, and more frequently when economic or market concerns warrant
such evaluation.  Consideration is given to the length of time and the extent to
which fair value has been less than cost, the financial  condition and near-term
prospects of the issuer, and the intent and ability of the Company to retain its
investments  in the  issuer  for a period  of time  sufficient  to allow for any
anticipated   recovery  in  fair  value.  In  analyzing  an  issuer's  financial
condition,  the Company may consider  whether the  securities  are issued by the
federal  government or its agencies,  whether downgrades by bond rating agencies
have occurred, and the results of reviews of the issuer's financial condition.

During  2004,  the Company had a non-cash  charge of $1.1  million to record the
other-than-temporary impairment of certain perpetual preferred stock investments
in two government  sponsored  enterprises ("GSE"); the Federal National Mortgage
Association  ("Fannie  Mae")  and the  Federal  Home Loan  Mortgage  Corporation
("Freddie  Mac").  The investments had an adjusted book value of $4.0 million at
December 31, 2004.

Note G - Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan losses
based on  management's  evaluation  of the probable or incurred risk in the loan
portfolio and current economic  conditions.  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's evaluation of the adequacy of the allowance is
based on the Bank's past loan loss  experience,  known and inherent risks in the
portfolio,  adverse  circumstances  that may  affect the  borrower's  ability to
repay, the estimated value of any underlying collateral,  and an analysis of the
levels and trends of  delinquencies,  charge-offs,  and the risk  ratings of the
various loan  categories.  Quarterly,  management  evaluates the adequacy of the
allowance and  determines the  appropriate  level of provision of loan losses by
applying a range of estimated  loss  percentages  to each category of performing
loans and  classified  loans.  The  allowance  adjustment  is based upon the net
change in each  portfolio  category,  as well as adjustment  related to impaired
loans,  since the prior quarter.  Management  monitors and modifies the level of
the  allowance  for loan losses to  maintain  it at a level  which it  considers
adequate to provide for  probable  loan  losses.  Loans are charged  against the
allowance for loan losses when management  believes that the  collectibility  of
principal  is  unlikely.  A  loan  is  considered  impaired,  based  on  current
information  and  events,  if it is  probable  that the Bank  will be  unable to
collect the  scheduled  payments of principal and interest when due according to
the contractual  terms of the loan agreement.  The measurement of impaired loans
is generally based on the present value of expected future cash flows discounted
at the historical effective interest rate, except that all  collateral-dependent
loans are  measured  for  impairment  based on the  estimated  fair value of the
collateral.  At September 30, 2005 the allowance for loan losses as a percentage
of net loans receivable was 0.86% as compared to 1.10% on September 30, 2004.


                                  Page 11 of 26
<PAGE>

The following table sets forth the analysis of the allowance for loan losses for
the periods indicated:

<TABLE>
<CAPTION>
                                                          Three Months Ended            Nine Months Ended
                                                     September 30,  September 30,  September 30,  September 30,
                                                          2005           2004           2005            2004
                                                          ----           ----           ----            ----
                                                                            (in thousands)
<S>                                                    <C>            <C>            <C>            <C>
Balance at beginning of period:                        $   1,960      $   2,279      $   1,982      $   2,115
Net charge-offs:
     Charge-offs                                            (113)          (113)          (350)          (287)
     Recoveries                                               54             24            109             62
                                                       ---------      ---------      ---------      ---------
Net charge-offs                                              (59)           (89)          (241)          (225)
Provision for loan losses                                    100            150            260            450
                                                       ---------      ---------      ---------      ---------
Balance at end of period                               $   2,001      $   2,340      $   2,001      $   2,340
                                                       =========      =========      =========      =========
</TABLE>


<TABLE>
<CAPTION>
Impaired loans were as follows:                       September 30, 2005                December 31, 2004
<S>                                                          <C>                              <C>
         Impaired loans                                      $  45                            $   79
         Allocated allowance for loan losses                 $  20                            $   54

<CAPTION>
                                                      September 30, 2005                September 30, 2004
<S>                                                          <C>                              <C>
         Average of impaired loans during the year           $  65                            $1,028
         Cash-basis interest income recognized               $   3                            $   56
</TABLE>

Note H - Segment Information

The  Company  has  determined  that it has two primary  business  segments,  its
banking  franchise and its insurance  activities.  For the three and nine months
ended September 30, 2005 and 2004, the Company's insurance  activities consisted
of those  conducted  through  its  wholly  owned  subsidiary,  Bailey &  Haskell
Associates,  Inc.  Information about the Company's  segments is presented in the
following table for the periods indicated (amounts in thousands):

<TABLE>
<CAPTION>
                                                            Three Months Ended September 30, 2005
                                                            --------------------------------------
                                                             Banking      Insurance
                                                            Activities   Activities        Total
<S>                                                         <C>           <C>            <C>
Net interest income                                         $   3,370     $      --      $   3,370
Provision for loan losses                                         100            --            100
                                                            ---------     ---------      ---------
    Net interest income after provision for loan losses         3,270            --          3,270
Other income                                                      901         1,878          2,779
Other expenses                                                  3,034         1,886          4,920
                                                            ---------     ---------      ---------
         Income before income taxes                             1,137            (8)         1,129
Income tax expense                                                300            --            300
                                                            ---------     ---------      ---------
         Net income (loss)                                  $     837     $      (8)     $     829
                                                            =========     =========      =========

<CAPTION>
                                                             Three Months Ended September 30, 2004
                                                            --------------------------------------
                                                             Banking      Insurance
                                                            Activities   Activities        Total
<S>                                                         <C>           <C>            <C>
Net interest income                                         $   3,157     $      --      $   3,157
Provision for loan losses                                         150            --            150
                                                            ---------     ---------      ---------
    Net interest income after provision for loan losses         3,007            --          3,007
Other income                                                    1,049         2,054          3,103
Other expenses                                                  2,950         1,662          4,612
                                                            ---------     ---------      ---------
         Income before income taxes                             1,106           392          1,498
Income tax expense                                                292           120            412
                                                            ---------     ---------      ---------
         Net income                                         $     814     $     272      $   1,086
                                                            =========     =========      =========
</TABLE>


                                  Page 12 of 26
<PAGE>

<TABLE>
<CAPTION>
                                                            Nine Months Ended September 30, 2005
                                                           --------------------------------------
                                                             Banking      Insurance
                                                           Activities     Activities       Total
<S>                                                         <C>           <C>           <C>
Net interest income                                         $  10,022     $      --     $  10,022
Provision for loan losses                                         260            --           260
                                                            ---------     ---------     ---------
    Net interest income after provision for loan losses         9,762            --         9,762
Other income                                                    2,592         6,171         8,763
Other expenses                                                  9,216         5,462        14,678
                                                            ---------     ---------     ---------
         Income before income taxes                             3,138           709         3,847
Income tax expense                                                796           225         1,021
                                                            ---------     ---------     ---------
         Net income                                         $   2,342     $     484     $   2,826
                                                            =========     =========     =========

<CAPTION>
                                                            Nine Months Ended September 30, 2004
                                                           --------------------------------------
                                                             Banking      Insurance
                                                           Activities     Activities       Total
<S>                                                         <C>           <C>           <C>
Net interest income                                         $   9,588     $      --     $   9,588
Provision for loan losses                                         450            --           450
                                                            ---------     ---------     ---------
    Net interest income after provision for loan losses         9,138            --         9,138
Other income                                                    2,597         5,855         8,452
Other expenses                                                  9,065         4,809        13,874
                                                            ---------     ---------     ---------
         Income before income taxes                             2,670         1,046         3,716
Income tax expense                                                702           310         1,012
                                                            ---------     ---------     ---------
         Net income                                         $   1,968     $     736     $   2,704
                                                            =========     =========     =========
</TABLE>


                                  Page 13 of 26
<PAGE>

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


                                  Page 14 of 26
<PAGE>

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

      This section presents  Management's  discussion and analysis of changes to
the  Company's  consolidated  financial  results  of  operations  and  financial
condition  and  should  be read in  conjunction  with  the  Company's  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 it holds.
Consequently,  the net  income  of the  Company  is  primary  derived  from  its
investment in the Bank. The Bank's results of operations are 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 loan
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, 2004 and  September  30, 2005 the Company had  7,524,526
shares and 7,593,041  shares  outstanding of which 4,309,750 were held by Oneida
Financial MHC, the Company's mutual holding company parent.

RECENT DEVELOPMENTS

      The  Company  announced  a cash  dividend as of July 14, 2005 of $0.21 per
share  for  shareholders  of record  as of July 26,  2005  which was paid to its
shareholders  on August 9, 2005.  Oneida  Financial  MHC  waived its  receipt of
dividends.  As of September 30, 2005 and December 31, 2004 the retained earnings
restricted for cash dividends waived was $7,135,031 and $5,368,034.

      In October  2005,  the  Company  signed a letter of intent to acquire  the
assets of Parsons, Cote & Company,  Inc., an insurance agency operating in North
Syracuse,  New York.  The  acquisition  is expected to be completed in the first
quarter of 2005.

FINANCIAL CONDITION

      ASSETS.  Total  assets at  September  30,  2005 were  $446.6  million,  an
increase of $24.0  million  from  $422.6  million at December  31,  2004.  Loans
receivable  increased  $21.6  million to $235.4  million at  September  30, 2005
compared with $213.9 million at December 31, 2004. At September 30, 2005,  total
commercial real estate loans increased by $8.3 million while commercial business
loans  increased by $2.6 million from  December 31, 2004.  At September 30, 2005
total  consumer  loans  increased  by  $9.1  million  from  December  31,  2004.
Management  continues to increase the Bank's  consumer and  commercial  business
loan  portfolios  with the intent of  increasing  the average  yield on interest
earning assets.  Residential  loans


                                 Page 15 of 26
<PAGE>

increased by $3.2  million  since  December  31,  2004,  after the sale of $10.3
million of  fixed-rate  residential  real estate loans in the  secondary  market
during the nine month period. Mortgage loans held for sale at September 30, 2005
decreased $1.6 million from December 31, 2004.  Investment  and  mortgage-backed
securities  decreased $1.2 million from December 31, 2004 to September 30, 2005.
Investment and  mortgage-backed  securities  decreased due to the adjustment for
the net unrealized  loss on available for sale securities from December 31, 2004
to September  30, 2005. An increase in interest  rates  generally has a negative
effect on the  market  value of the  Company's  investment  and  mortgage-backed
securities  portfolios  classified  as  available  for sale.  Bank  premises and
equipment increased $2.2 million reflecting the cost of completed renovations of
two of its banking offices as well as planning for the development of a banking,
insurance  and retail  center at the Griffiss  Business and  Technology  Park in
Rome. Goodwill increased $1.2 million since December 31, 2004 due to the payment
of the contingent purchase payment for 2004 as part of the acquisition of Bailey
and Haskell Associates, Inc. during 2000.

      The allowance for loan losses  remained stable at $2.0 million at December
31,  2004 and  September  30,  2005.  The  allowance  is  established  through a
provision for loan losses based upon management's evaluation of the probable and
estimable  losses in the loan portfolio,  the composition of the loan portfolio,
current  economic  conditions and other  quantitative  and qualitative  factors.
Management's  evaluation of the adequacy of the allowance is based on the Bank's
past loan loss  experience,  known and inherent risks in the portfolio,  adverse
circumstances  that may  affect  the  borrower's  ability  to repay  the loan in
accordance with its terms, the estimated value of any underlying collateral, and
an analysis of the levels and trends of delinquencies, charge-offs, and the risk
ratings of the various loan  categories.  Quarterly,  management  evaluates  the
adequacy of the allowance and determines the  appropriate  level of provision of
loan losses by applying a range of estimated  loss  percentages to each category
of performing loans and classified loans. The allowance adjustment is based upon
the net change since the prior quarter in each portfolio category, as well as an
adjustment  related to impaired loans. A loan is considered  impaired,  based on
current  information and events,  if it is probable that the Bank will be unable
to collect the  scheduled  payments of principal and interest when due according
to the  contractual  terms of the loan  agreement.  The  measurement of impaired
loans is  generally  based on the present  value of  expected  future cash flows
discounted  at  the  historical   effective   interest  rate,  except  that  all
collateral-dependent  loans are measured for  impairment  based on the estimated
fair value of the collateral.  Management monitors and modifies the level of the
allowance for loan losses to maintain it at a level which it considers  adequate
to provide for potential  loan losses.  Loans are charged  against the allowance
for loan losses when management believes that the collectibility of principal is
unlikely. At September 30, 2005 the allowance for loan losses as a percentage of
net loans receivable was 0.86% as compared to 0.94% at December 31, 2004.

      LIABILITIES.  Total  liabilities  increased  by $23.7  million  or 6.4% to
$393.7  million at September 30, 2005 from $370.0  million at December 31, 2004.
The increase is primarily the result of an increase in interest bearing deposits
of $9.6  million  and an  increase  in  non-interest  bearing  deposits  of $3.3
million.  The Bank  continues  to emphasize  core  deposit  savings and checking
accounts.  Municipal banking  operations  achieved a record level of deposits at
September 30, 2005 of $19.6 million  compared to $8.5 million as of December 31,
2004. The Bank's  borrowings  increased $11.1 million in order to partially fund
the increase in loans receivable.

      STOCKHOLDERS' EQUITY. Total stockholders' equity at September 30, 2005 was
$53.0 million,  an increase of $307,000 from $52.6 million at December 31, 2004.
The increase in  stockholders'  equity was primarily a result of the addition of
the after-tax net income of $2.8 million for the nine months ended September 30,
2005.   Offsetting  this  equity  increase  was  a  decrease  in  the  valuation
adjustments   made  for  the  Company's   available  for  sale   investment  and
mortgage-backed  securities.   Accumulated  Other  Comprehensive  Income  (Loss)
decreased  $1.2 million from  December  31, 2004.  The payment of the  Company's
semiannual  cash  dividend  of $0.21 also  resulted  in an equity  reduction  of
$708,000.

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 and nine months ended September 30,
2005  and 2004  and for the  year  ended  December  31,  2004.  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.


                                 Page 16 of 26
<PAGE>

      TABLE 1. Average Balance Sheet.

<TABLE>
<CAPTION>
                                                                                                                     Twelve Months
                                                      Three Months Ended September 30,                               Ended Dec. 31,
                                       -------------------------------------------------------------               -----------------
                                                      2005                            2004                             2004
                                         Average    Interest             Average    Interest            Average    Interest
                                       Outstanding   Earned/  Yield/   Outstanding  Earned/   Yield/  Outstanding    Earned/  Yield/
Assets                                   Balance      Paid     Rate      Balance      Paid     Rate     Balance       Paid     Rate
------                                   -------      ----     ----      -------      ----     ----     -------       ----     ----
Interest-earning Assets:                                                    (Dollars in Thousands)
------------------------
<S>                                     <C>         <C>        <C>       <C>        <C>        <C>      <C>         <C>        <C>
  Loans Receivable*                     $232,115    $  3,665   6.32%     $211,299   $ 3,252    6.16%    $208,417    $ 12,907   6.19%
  Investment Securities                  129,075       1,461   4.53%      147,665     1,443    3.91%     147,553       6,043   4.10%
  Federal Funds                            1,188          14   4.71%        2,616         8    1.22%       2,424          43   1.77%
  Equity Securities                       21,311         199   3.74%       18,327       165    3.60%      18,422         671   3.64%
                                        --------    --------   ----      --------   -------    ----     --------    --------   ----
    Total Interest-earning Assets        383,689       5,339   5.57%      379,907     4,868    5.13%     376,816      19,664   5.22%
                                        --------    --------   ----      --------   -------    ----     --------    --------   ----
Non interest-earning assets:
----------------------------
  Cash and due from banks                 11,309                           10,676                         10,389
  Other assets                            42,299                           40,143                         40,882
                                        --------                         --------                       --------
       Total assets                     $437,297                         $430,726                       $428,087
                                        ========                         ========                       ========

Liabilities and Stockholders' Equity
------------------------------------
Interest-bearing Liabilities:
-----------------------------
  Money Market Deposits                 $ 44,617    $    178   1.58%     $ 39,072   $    80    0.81%    $ 39,041    $    324   0.83%
  Savings Accounts                        73,854         110   0.59%       75,964        88    0.46%      74,203         328   0.44%
  Interest-bearing Checking               30,001          36   0.48%       27,393        31    0.45%      24,952          97   0.39%
  Time Deposits                          108,348         844   3.09%      113,990       780    2.71%     117,203       3,227   2.75%

  Borrowings                              69,541         801   4.57%       66,998       732    4.33%      65,795       2,861   4.35%
                                        --------    --------   ----      --------   -------    ----     --------    --------   ----
    Total Interest-bearing Liabs         326,361       1,969   2.39%      323,417     1,711    2.10%     321,194       6,837   2.13%
                                        --------    --------   ----      --------   -------    ----     --------    --------   ----
Non interest-bearing liabilities:
---------------------------------
  Demand deposits                         52,217                           50,571                         50,497
  Other liabilities                        5,412                            8,423                          5,693
                                        --------                         --------                       --------
    Total liabilities                    383,990                          382,411                        377,384
                                        --------                         --------                       --------
Stockholders' equity                      53,307                           48,315                         50,703
                                        --------                         --------                       --------
Total liabilities and stockholders'
equity                                  $437,297                         $430,726                       $428,087
                                        ========                         ========                       ========

  Net Interest Income                               $  3,370                        $ 3,157                         $ 12,827
                                                    ========                        =======                         ========
  Net Interest Spread                                          3.18%                           3.03%                           3.09%
                                                               ====                            ====                            ====
  Net Earning Assets                    $ 57,328                         $ 56,490                       $ 55,622
                                        ========                         ========                       ========
  Net yield on average
    Interest-earning assets                             3.51%                          3.32%                            3.40%
                                                    ========                        =======                         ========
  Average interest-earning
    assets to average
    Interest-bearing liabilities                      117.57%                        117.47%                          117.32%
                                                    ========                        =======                         ========
</TABLE>

* Included in average loans receivable balance for the periods presented is
Mortgage Loans Held for Sale.


                                 Page 17 of 26
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                     Twelve Months
                                                      Nine Months Ended September 30,                               Ended Dec. 31,
                                       -------------------------------------------------------------               -----------------
                                                      2005                            2004                            2004
                                         Average    Interest             Average    Interest            Average     Interest
                                       Outstanding   Earned/  Yield/   Outstanding  Earned/   Yield/  Outstanding    Earned/  Yield/
Assets                                   Balance      Paid     Rate      Balance      Paid     Rate     Balance       Paid     Rate
------                                   -------      ----     ----      -------      ----     ----     -------       ----     ----
Interest-earning Assets:                                                     (Dollars in Thousands)
------------------------
<S>                                     <C>         <C>        <C>      <C>         <C>        <C>      <C>         <C>        <C>
  Loans Receivable*                     $223,166    $ 10,402   6.21%    $206,387    $  9,650   6.23%    $208,417    $ 12,907   6.19%
  Investment Securities                  134,077       4,574   4.55%     150,582       4,517   4.00%     147,553       6,043   4.10%
  Federal Funds                            1,506          41   3.63%       1,806          20   1.48%       2,424          43   1.77%
  Equity Securities                       19,641         536   3.64%      18,530         520   3.74%      18,422         671   3.64%
                                        --------    --------   ----     --------    --------   ----     --------    --------   ----
    Total Interest-earning Assets        378,390      15,553   5.48%     377,305      14,707   5.20%     376,816      19,664   5.22%
                                        --------    --------   ----     --------    --------   ----     --------    --------   ----
Non interest-earning assets:
----------------------------
  Cash and due from banks                 10,988                          10,146                          10,389
  Other assets                            40,785                          40,904                          40,882
                                        --------                        --------                        --------
       Total assets                     $430,163                        $428,355                        $428,087
                                        ========                        ========                        ========
Liabilities and Stockholders' Equity
------------------------------------
Interest-bearing Liabilities:
-----------------------------
  Money Market Deposits                 $ 41,760    $    426   1.36%    $ 38,799    $    227   0.78%    $ 39,041    $    324   0.83%
  Savings Accounts                        73,733         273   0.50%      74,235         246   0.44%      74,203         328   0.44%
  Interest-bearing Checking               29,158          96   0.44%      24,077          76   0.42%      24,952          97   0.39%
  Time Deposits                          109,768       2,435   2.97%     119,063       2,448   2.75%     117,203       3,227   2.75%

  Borrowings                              67,219       2,301   4.58%      66,127       2,122   4.29%      65,795       2,861   4.35%
                                        --------    --------   ----     --------    --------   ----     --------    --------   ----
    Total Interest-bearing Liabs         321,638       5,531   2.30%     322,301       5,119   2.12%     321,194       6,837   2.13%
                                        --------    --------   ----     --------    --------   ----     --------    --------   ----
Non interest-bearing liabilities:
---------------------------------
  Demand deposits                         50,496                          50,097                          50,497
  Other liabilities                        5,334                           5,734                           5,693
                                        --------                        --------                        --------
    Total liabilities                    377,468                         378,132                         377,384
                                        --------                        --------                        --------
Stockholders' equity                      52,695                          50,223                          50,703
                                        --------                        --------                        --------
Total liabilities and stockholders'
equity                                  $430,163                        $428,355                        $428,087
                                        ========                        ========                        ========

    Net Interest Income                             $ 10,022                        $  9,588                        $ 12,827
                                                    ========                        ========                        ========
    Net Interest Spread                                        3.18%                           3.08%                           3.09%
                                                               ====                            ====                            ====
    Net Earning Assets                  $ 56,752                        $ 55,004                        $ 55,622
                                        ========                        ========                        ========
    Net yield on average
      Interest-earning assets                           3.53%                           3.39%                           3.40%
                                                    ========                        ========                        ========
    Average interest-earning
      assets to average
      Interest-bearing liabilities                    117.64%                         117.07%                         117.32%
                                                    ========                        ========                        ========
</TABLE>

*Included in average loans receivable balance for the periods presented is
Mortgage Loans Held for Sale.


                                 Page 18 of 26
<PAGE>

RESULTS OF OPERATIONS

      GENERAL.  Net income for the three  months  ended  September  30, 2005 was
$829,000, a decrease of $257,000 or 23.7% from $1.1 million for the three months
ended  September  30, 2004.  Net income for the nine months ended  September 30,
2005 increased $122,000 or 4.5% to $2.8 million compared to $2.7 million for the
nine months  ended  September  30, 2004.  The  increase was due  primarily to an
increase  in net  interest  income,  an increase  in  non-interest  income and a
decrease in the provision for loan losses.  Offsetting  these were  increases in
other expenses and the provision for income taxes.

      INTEREST  INCOME.  Interest and dividend  income  increased by $471,000 or
9.7% to $5.3  million for the three months  ended  September  30, 2005 from $4.9
million for three months  ended  September  30, 2004.  For the nine months ended
September 30, 2005,  interest and dividend income  increased by $846,000 or 5.8%
to $15.6  million  from $14.7  million for the nine months ended  September  30,
2004.  The  increase  in  interest  income was the result of an  increase in the
average yield on interest-earning assets during the three months and nine months
ending September 30, 2005 as compared to the same periods in 2004.

      Interest  and fees on loans  increased  $413,000  to $3.7  million for the
three  months  ended  September  30, 2005 from $3.3 million for the three months
ended  September 30, 2004. The increase in interest  income on loans is a result
of an increase of $20.8 million in the average  balance of loans  receivable for
the three months ended  September  30, 2005 as compared  with the same period in
2004 as well as an increase of 16 basis points in the average  yield to 6.32% at
September 30, 2005 from 6.16% at September  30, 2004.  For the nine months ended
September 30, 2005, the average balance of loans increased $16.8 million,  while
the  average  yield  decreased 2 basis  points from 6.23%  during the nine month
period in 2004 to 6.21%  during the 2005  period.  Commercial  real estate loans
increased  $11.0  million for the nine months ended  September 30, 2005 from the
nine months ended September 30, 2004 while  commercial  business loans decreased
$148,000 for the same period. Consumer loans increased $8.3 million for the same
period. Residential real estate loans increased $2.6 million for the nine months
ended September 30, 2005 compared with the same period in 2004,  after recording
the sale of $16.7  million in fixed rate  one-to-four  family  residential  real
estate loans.

      Investment  income  increased  $18,000 for the three month  period  ending
September  30, 2005 as compared to the same period in 2004.  This is a result of
an increase in the average yield of investment  securities  and  mortgage-backed
securities  of 62 basis points to 4.53% at September 30, 2005 from 3.91% for the
three months ended  September  30, 2004,  partially  offset by an $18.6  million
decrease in the average balance of investment and mortgage-backed securities for
the three month period ended  September  30, 2005 as compared to the same period
in 2004.  For the nine  months  ended  September  30,  2005,  investment  income
increased  $57,000  for the nine  month  period  ending  September  30,  2005 as
compared to the same  period in 2004 due to an increase in the average  yield of
investment  securities  and  mortgage-backed  securities of 55 basis points from
4.00% to 4.55%  offset by a decrease in the average  balance of  investment  and
mortgage-backed  securities  of $16.5  million for the nine month period  ending
September 30, 2005 as compared to the same period in 2004.

      Interest income from federal funds increased during the three months ended
September 30, 2005 to $14,000 as compared  with $8,000 for the 2004 period.  The
increase  in interest  income is due to an  increase of 349 basis  points in the
average yield offset by a decrease in the average  balance of $1.4 million.  For
the nine month period ending September 30, 2005 the interest income from federal
funds increased $21,000 to $41,000 from $20,000 for the same period in 2004. The
increase  in interest  income is due to an increase in the average  yield of 215
basis points while the average balance decreased $300,000.

      INTEREST  EXPENSE.  Interest expense was $2.0 million for the three months
ended  September 30, 2005, an increase of $258,000 or 15.1% from the same period
in 2004. The increase in interest expense is due to an increase in interest paid
on  borrowed  funds and deposit  accounts.  Interest  expense on borrowed  funds
totaled  $801,000 for the third  quarter of 2005  compared with $732,000 for the
2004  period.  The average cost of borrowed  funds  increased 24 basis points to
4.57% as of September  30, 2005 from 4.33% for the three months ended  September
30, 2004. In addition,  there was an increase in the average balance outstanding
of borrowings  during the three months ended September 30, 2005 to $69.6 million
compared to $67.0  million  for the same  period in 2004.  During the nine month
period ending  September 30, 2005 the interest expense on borrowed funds totaled
$2.3  million as  compared  to $2.1  million  for the same  period in 2004.  The
average cost of borrowed funds increased 29 basis points to 4.58% from 4.29% for
the nine month period ending  September 30, 2004. The average balance  increased
$1.1 million for the nine month period ending  September 30, 2005 as compared to
the same period in 2004. Interest expense on deposits increased $189,000 to $1.2
million  for the three  months  ended  September  30,  2005 as  compared to $1.0
million for the same period in 2004.  The average cost of deposits  increased 29
basis points to 1.80% for the three month period  ending  September  30, 2005 as
compared to 1.51% for the three month period ending September 30, 2004 while the
average balance increased  $400,000 from $256.4 million at September 30, 2004 to
$256.8 million at September 30, 2005. For the nine month period ending September
30, 2005  interest  expense on deposits  increased  $233,000 to $3.2  million as
compared to $3.0 million for the nine month period  ending  September  30, 2004.
The average  cost of deposits  increased 14 basis points from 1.56% for the nine
month period ending September 30, 2004 to 1.70% for the nine month period ending
September 30, 2005.

      PROVISION FOR LOAN LOSSES.  Total provisions for loan losses for the three
months ended September 30, 2005 were $100,000 as compared to $150,000 during the
same period of 2004.  The allowance for loan losses was $2.0 million or 0.86% of
loans receivable at September 30, 2005 as compared with $2.0 million or 1.10% of
loans  receivable at September 30, 2004.  Non-performing  loans at September 30,
2005 were  $198,000,  a decrease of 91.9% or $2.2  million  from $2.4


                                 Page 19 of 26
<PAGE>

million at  September  30, 2004.  During the fourth  quarter of 2004 an impaired
loan was sold to another financial institution based on the liquidation value of
the specific loan. Management continues to monitor changes in the loan portfolio
mix in response to the  redirection  of loan  origination  and retention  toward
consumer and  commercial  business  loans.  The method  utilized to evaluate the
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.

      OTHER  INCOME.  Other  operating  income  decreased  by  $324,000  for the
three-month  period  ending  September 30, 2005 compared with the same period in
2004 to $2.8 million from $3.1 million.  The decrease in non-interest income was
primarily  due to a decrease in revenue  derived  from the  Company's  insurance
agency subsidiary  activities.  Insurance revenue decreased $176,000 or 8.6% for
the three months ended  September  30, 2005 as compared  with the same period in
2004.  In  addition,  net gains  realized on the sale of  investment  securities
decreased $93,000 for the three months ending September 30, 2005 contributing to
the decrease in non-interest  income for the third quarter 2005 as compared with
the third quarter 2004.

      For the nine months ended  September  30,  2005,  other  operating  income
increased $311,000 to $8.8 million as of September 30, 2005 from $8.5 million as
of  September  30, 2004.  The increase is primarily  due to increases in revenue
derived from the Company's  insurance agency  subsidiary  activities.  Insurance
revenue increased  $316,000 or 5.4% for the nine months ended September 30, 2005
as compared  with the nine months ended  September  30, 2004.  In addition,  the
Company  recognized  gains on the sales of  investment  securities  for the nine
months ending  September 30, 2005 of $53,000 as compared to $48,000 for the nine
months ending September 30, 2004.

      The Bank continues to expand its Trust Department. Management expects that
fees generated by the Trust  Department will increase as assets under management
grow.  Trust  Department  income increased 29.7% to $66,000 for the three months
ended  September 30, 2005 from $51,000 for the three months ended  September 30,
2004. For the nine months ended September 30, 2005 the Trust  Department  income
increased  28.6% to $195,000 from  $151,000 for the nine months ended  September
30,  2004.  At September  30,  2005,  the Bank  maintained  486  trust/fiduciary
accounts,  with total assets of $97.5 million under  management as compared with
494 trust/fiduciary accounts with $101.5 million total assets as of December 31,
2004.  The  decrease in trust  assets is  primarily  a result of a $4.2  million
temporary trust asset held at December 31, 2004.

      OTHER EXPENSES. Other operating expenses increased by $308,000 or 6.7%, to
$4.9 million for the three months ended September 30, 2005 from $4.6 million for
the same period in 2004.  Compensation expense increased $178,000 or 6.2% due to
expenses associated with the continual growth of the insurance agency subsidiary
and bank personnel. Other expenses increased $103,000 primarily the result of an
increase in advertising expense related to a checking account promotion. For the
nine months ended September 30, 2005 operating  expenses  increased  $804,000 or
5.8% to $14.7 million from $13.9 million for the nine months ended September 30,
2004.  The  increase  is  primarily  a result of  expenses  associated  with the
insurance  agency  subsidiary and bank  compensation  expense and an increase in
advertising expense related to the checking account promotion.

      INCOME TAX.  Income tax expense was  $300,000  for the three  months ended
September  30, 2005, a decrease of $112,000  from the third quarter 2004 expense
of $412,000. For the nine months ended September 30, 2005 the income tax expense
was  $1,021,000 an increase of $9,000 from  $1,012,000 for the nine months ended
September  30,  2004.  The  effective  tax rate  decreased to 26.6% for the nine
months ending September 30, 2005 from 27.2% for the first nine months of 2004.

      LIQUIDITY  AND CAPITAL  RESOURCES.  In addition to the  Company's  primary
funding sources of cash flow from operations,  deposits and borrowings,  funding
is provided  from the  principal  and  interest  payments  received on loans and
investment  securities,  proceeds  from the  maturities  and sale of  investment
securities,  as well as proceeds from the sale of fixed rate  mortgage  loans in
the secondary market.  While maturities and scheduled  amortization of loans and
securities  are  predictable  sources of funds,  deposit  balances  and mortgage
prepayments  are greatly  influenced  by general  interest  rates,  the economic
environment and local competitive conditions.

      The primary  investing  activities of the Company are the  origination  of
residential  mortgages,  commercial  loans and  consumer  loans,  as well as the
purchase of mortgage-backed and other debt securities.  During the third quarter
of 2005, loan  originations  totaled $27.8 million compared to $35.1 million for
the third  quarter of 2004.  The  decrease in loan  originations  during 2005 as
compared to 2004 is due to lower commercial mortgage,  commercial business loans
and residential  mortgages offset by in increase in consumer loan  originations.
The purchases of investment  securities  totaled $17.9 million  during the third
quarter of 2005 as compared to $11.6  million  during the third quarter of 2004.
The increase in the purchases of  investment  securities is due to the timing of
investing excess cash and cash equivalents and loan demand.

      Cash flow from operations,  deposit growth, as well as the sales, maturity
and principal payments received on loans and investment  securities were used to
fund the investing  activities  described above.  Additionally,  the Company has
lines of credit with the Federal  Home Loan Bank,  Federal  Reserve Bank and two
commercial  banks that provide funding sources for


                                 Page 20 of 26
<PAGE>

lending,  liquidity  and asset and liability  management  as needed.  During the
third quarter of 2005 cash flows  provided by the sale,  principal  payments and
maturity of securities  available for sale were $18.8 million  compared to $25.7
million for the same period in 2004.

      In the ordinary  course of business,  the Company  extends  commitments to
originate residential and commercial loans and other consumer loans. Commitments
to extend  credit are  agreements  to lend to a customer  as long as there is no
violation of any condition  established in the contract.  Commitments  generally
have fixed expiration dates or other termination clauses and may require payment
of a fee. Since the Company does not expect all of the commitments to be funded,
the  total  commitment   amounts  do  not  necessarily   represent  future  cash
requirements.  The  Company  evaluates  each  customer's  creditworthiness  on a
case-by-case   basis.   Collateral  may  be  obtained  based  upon  management's
assessment of the customers' creditworthiness.  Commitments to extend credit may
be written on a fixed rate basis  exposing  the  Company to  interest  rate risk
given the  possibility  that market rates may change between the commitment date
and the actual  extension of credit.  As of  September  30, 2005 the Company had
outstanding commitments to originate loans of approximately $10.2 million, which
generally have an expiration  period of less than 120 days.  Commitments to sell
residential mortgages amounted to $6.4 million at September 30, 2005.

      The Company extends credit to consumer and commercial  customers,  up to a
specified amount, through lines of credit. The borrower is able to draw on these
lines as needed,  thus the funding  requirements  are  generally  unpredictable.
Unused  lines of credit  amounted  to $38.6  million at  September  30, 2005 and
generally  have an expiration  period of less than one year.  It is  anticipated
that  there  will be  sufficient  funds  available  to  meet  the  current  loan
commitments  and other  obligations  through the sources  described  above.  The
credit risk involved in issuing these  commitments  is  essentially  the same as
that involved in extending  loans to customers and is limited to the contractual
notional amount of those instruments.

      Cash,  interest-bearing  demand accounts at correspondent  banks,  federal
funds sold,  and other  short-term  investments  are the  Company's  most liquid
assets.  The level of these  assets are  monitored  daily and are  dependent  on
operating,  financing, lending and investing activities during any given period.
Excess short-term liquidity is usually invested in overnight federal funds sold.
In the event that funds beyond those  generated  internally  are required due to
higher than expected loan commitment fundings, deposit outflows or the amount of
debt being called,  additional sources of funds are available through the use of
repurchase agreements, the sale of loans or investments or the Company's various
lines of credit.  As of September  30, 2005 the total of cash,  interest-bearing
demand accounts and federal funds sold was $14.3 million.

      At  September  30,  2005,  the  Bank  exceeded  all   regulatory   capital
requirements.  The current  requirements  and the actual levels for the Bank are
detailed in the following table.

<TABLE>
<CAPTION>
                                                                                           To Be Well Capitalized
                                                                    For Capital           Under Prompt Corrective
                                            Actual                Adequacy Purposes          Action Provisions
                                    -----------------------      -------------------     ------------------------
                                      Amount          Ratio         Amount     Ratio       Amount          Ratio
<S>                                 <C>               <C>        <C>             <C>     <C>                <C>
                                  (In thousands)
As of September 30, 2005:
   Total Capital
      (to Risk Weighted Assets)     $   38,417        13.26%     $   23,186      8%      $   28,293         10%
   Tier I Capital
      (to Risk Weighted Assets)     $   36,416        12.56%     $   11,593      4%      $   17,390          6%
   Tier I Capital
      (to Average Assets)           $   36,416         8.65%     $   16,839      4%      $   21,049          5%

<CAPTION>
                                                                                           To Be Well Capitalized
                                                                    For Capital           Under Prompt Corrective
                                            Actual                Adequacy Purposes          Action Provisions
                                    -----------------------      -------------------     ------------------------
                                      Amount          Ratio         Amount     Ratio       Amount          Ratio
<S>                                 <C>               <C>        <C>             <C>     <C>                <C>
                                  (In thousands)
As of December 31, 2004:
   Total Capital
      (to Risk Weighted Assets)     $   36,372         14.13%    $   20,586      8%      $   25,733          10%
   Tier I Capital
      (to Risk Weighted Assets)     $   34,391         13.36%    $   10,293      4%      $   15,440           6%
   Tier I Capital
      (to Average Assets)           $   34,391          8.35%    $   16,474      4%      $   20,593           5%
</TABLE>


                                 Page 21 of 26
<PAGE>

ONEIDA FINANCIAL CORP.
SELECTED FINANCIAL RATIOS
At and for the Three Months Ended and Nine Months Ended September 30, 2005
and 2004 (unaudited)

<TABLE>
<CAPTION>
(Annualized where appropriate)                      Three Months Ending         Nine Months Ended
                                                        September 30,             September 30,
                                                    2005          2004         2005         2004
                                                    ----          ----         ----         ----
<S>                                              <C>             <C>       <C>             <C>
Performance Ratios:

  Return on average assets                           0.76%        1.01%        0.88%        0.84%
  Return on average equity                           6.22%        8.99%        7.15%        7.18%
  Net interest margin                                3.51%        3.32%        3.53%        3.39%
  Efficiency ratio                                  79.56%       73.23%       77.68%       76.44%
  Ratio of operating expense
      to average total assets                        4.47%        4.26%        4.55%        4.32%
  Ratio of average interest-earning assets
      to average interest-bearing liabilities      117.57%      117.47%      117.64%      117.07%

Asset Quality Ratios:

  Non-performing assets to total assets              0.06%        0.57%        0.06%        0.57%
  Allowance for loan losses
      to non-performing loans                    1,010.61%       95.51%    1,010.61%       95.51%
  Allowance for loan losses
      to loans receivable, net                       0.86%        1.10%        0.86%        1.10%

Capital Ratios:

  Total stockholders' equity to total assets        11.86%       12.11%       11.86%       12.11%
  Average equity to average assets                  12.19%       11.22%       12.25%       11.73%
</TABLE>


                                 Page 22 of 26
<PAGE>

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, 2005,  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  2004 Annual  Report to  Stockholders.
There has been no material  change in the  Company's  interest rate risk profile
since December 31, 2004.

ITEM 4.     Controls and Procedures

      Under  the  supervision  and with  the  participation  of our  management,
including our Chief Executive Officer and Chief Financial  Officer,  the Company
has evaluated the  effectiveness  of the design and operation of our  disclosure
controls and procedures (as defined in Rule 13a- 15(3) and 15d - 15(e) under the
Exchange  Act) as of the end of the  period  covered by this  quarterly  report.
Based upon that  evaluation,  the Chief  Executive  Officer and Chief  Financial
Officer concluded that, as of the period covered by this quarterly  report,  the
Company's  disclosure  controls  and  procedures  are  effective  to ensure that
information  to be disclosed  in the reports  that the Company  files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported,  within the time periods or submits  specified in the  Securities  and
Exchange Commission's rules and forms. There has been no change in the Company's
internal control over financial  reporting during the most recent fiscal quarter
that has materially affected,  or is reasonably likely to materially affect, the
Company's internal control over financial reporting.


                                 Page 23 of 26
<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.  In January  2001,  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 taxes,  accepting the Oneidas argument that
the acquired parcels lie within the boundaries of the "reservation"  established
in 1974 by the Federal Government.

      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.  The  Oneidas  of  Wisconsin  and the
Stockbridge-Munsee  Band of the Mohican Indians have commenced  separate actions
in the United  State  District  Court for the  Northern  District of New York to
dispute and interrupt any settlement pending.

      In July 2003, the United States Court of Appeals  affirmed the decision of
the lower court  against the City of Sherrill but appeals  continue  relative to
the  decision  against the  Counties of Madison and Oneida.  In January 2005 the
United  State  Supreme  Court  heard the appeal  brought  forward by the City of
Sherrill  against the Oneidas  arguing that the  acquisition of real property by
the Oneidas within the land claim area does not return the property to sovereign
status. Therefore, the City of Sherrill contends that the property is subject to
the  payment of real  property  taxes or revert to the  ownership  of the taxing
authority if assessed  property  taxes are not paid.  The United States  Supreme
Court  filed  their  decision  in  March  2005,  ruling  in favor of the City of
Sherrill.

      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 and Use of Proceeds

      The following table  summarizes our share  repurchase  activity during the
nine months ended  September 30, 2005 and additional  information  regarding our
share repurchase  program.  The shares purchased during the current quarter were
received in exchange for the  exercise of options or to satisfy tax  withholding
obligations  that  arose  on  the  vesting  of  restricted  stock.  Our  current
repurchase  plan of  250,000  was  announced  on June 8,  2004.  The plan has no
expiration date.


                                 Page 24 of 26
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                                                    Maximum Number
                          Total Number                              Total Number of Shares          of Shares that
                          of Shares     Average Price Paid per      Purchased as Part of Publicly   May Be Purchased
Period                    Purchased     Share                       Announced Plans                 Under the Plan
----------------------------------------------------------------------------------------------------------------------
<S>                       <C>           <C>                         <C>                             <C>
July 1, 2005-             337           $12.47                      --                              --
July 31, 2005
----------------------------------------------------------------------------------------------------------------------
August 1, 2005 -
August 31, 2005           --                                        --                              --
----------------------------------------------------------------------------------------------------------------------
September 1, 2005 -
September 30, 2005        --                                        --                              --
----------------------------------------------------------------------------------------------------------------------
Total                     23,640                                    --                              250,000
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Item 3      Defaults Upon Senior Securities

            Not applicable.

Item 4      Submission of Matters to a Vote of Security Holders

            Not applicable.

Item 5      Other Information

            None

Item 6      Exhibits

            (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.

                  Exhibits

                  Exhibit 31.1 - Certification of Chief Executive Officer
                  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

                  Exhibit 31.2 - Certification of Chief Financial Officer
                  Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

                  Exhibit 32.1 - Certification pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002


                                 Page 25 of 26
<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: November 10, 2005             By: /s/ Michael R. Kallet
                                        ----------------------------------------
                                        Michael R. Kallet
                                        President and Chief Executive Officer

Date: November 10, 2005             By: /s/ Eric E. Stickels
                                        ----------------------------------------
                                        Eric E. Stickels
                                        Executive Vice President and Chief
                                        Financial Officer


                                 Page 26 of 26