SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM 10-Q

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

      For the quarterly period ended March 31, 2009

                                       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)
                    ----------------------------------------

                                 (315) 363-2000
--------------------------------------------------------------------------------
               Registrant's telephone number, including area code

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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the Registrant is a large accelerated file, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
One):
      [ ] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated
                       filer [X] Smaller reporting company

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

Indicate by check mark whether the Registrant is not required to file reports
pursuant to Section 13 or 15(d) of the 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 7,747,035 shares of
          the Registrant's common stock outstanding as of May 1, 2009.

<PAGE>

                             ONEIDA FINANCIAL CORP.
                                     INDEX

                                                                           Page
                                                                           ----

PART I. FINANCIAL INFORMATION

 Item 1.    Financial Statements                                              1

            Consolidated Statements of Condition (unaudited)
            As of March 31, 2009 and December 31, 2008                        2

            Consolidated Statements of Operations (unaudited)
            For the three months ended March 31, 2009 and 2008                3

            Consolidated Statements of Comprehensive Income (unaudited)
            For the three months ended March 31, 2009 and 2008                4

            Consolidated Statements of Changes in Stockholders' Equity
            (unaudited) For the three months ended March 31, 2009             5

            Consolidated Statements of Cash Flows (unaudited)
            For the three months ended March 31, 2009 and 2008                6

            Notes to Consolidated Financial Statements (unaudited)            8

 Item 2.    Management's Discussion and Analysis of Financial Condition
            And Results of Operations                                        18

 Item 3.    Quantitative and Qualitative Disclosures about Market Risk       26

 Item 4T.   Controls and Procedures                                          26

PART II.    OTHER INFORMATION                                                27

 Item 1.    Legal Proceedings                                                27

 Item 1a.   Risk Factors                                                     27

 Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds      27

 Item 3.    Defaults Upon Senior Securities                                  28

 Item 4.    Submission of Matters to a Vote of Security Holders              28

 Item 5.    Other Information                                                28

 Item 6.    Exhibits                                                         28

<PAGE>

PART I. FINANCIAL INFORMATION
            Item I. Financial Statements

                                  Page 1 of 29

<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
At March 31, 2009 and December 31, 2008

<TABLE>
<CAPTION>
                                                           (unaudited)
                                                          At March 31,     At December 31,
                                                              2009               2008
                                                         --------------    ---------------
<S>                                                      <C>               <C>
ASSETS                                                   (in thousands, except share data)
   Cash and due from banks                               $       14,625    $        13,223
   Federal funds sold                                            12,702                 71
                                                         ----------------------------------
TOTAL CASH AND CASH EQUIVALENTS                                  27,327             13,294

   Trading securities                                             5,503              5,941
   Investment securities, available for sale                     57,972             60,433
   Mortgage-backed securities, available for sale                78,821             74,330

   Mortgage loans held for sale                                     696                741

   Loans receivable                                             297,718            304,376
   Allowance for loan losses                                     (2,554)            (2,624)
                                                         ----------------------------------
LOANS RECEIVABLE, NET                                           295,164            301,752

   Federal Home Loan Bank stock                                   3,312              3,784
   Bank premises and equipment, net                              21,736             21,790
   Accrued interest receivable                                    2,200              2,659
   Other assets                                                  16,275             15,323
   Bank owned life insurance                                     15,164             15,020
   Goodwill                                                      23,099             22,963
   Other intangible assets                                        1,977              2,100
   ----------------------------------------------------------------------------------------
   TOTAL ASSETS                                          $      549,246    $       540,130
   ========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:

   Interest bearing deposits                             $      386,889    $       364,911
   Non-interest bearing deposits                                 58,650             60,787
   Borrowings                                                    44,000             52,825
   Notes payable                                                     --                 12
   Other liabilities                                              6,736              6,766
                                                         ----------------------------------
TOTAL LIABILITIES                                               496,275            485,301
Oneida Financial Corp. Stockholders' equity:
   Preferred stock, 1,000,000 shares authorized                      --                 --
   Common stock ($.01 par value; 20,000,000
      shares authorized; 8,322,452 shares issued)                    83                 83
   Additional paid-in capital                                    19,271             19,221
   Retained earnings                                             41,868             41,585
   Accumulated other comprehensive (loss)                        (7,762)            (5,562)
   Treasury stock (at cost, 531,331
      and 533,106 shares)                                        (3,049)            (3,058)
                                                         ----------------------------------
Total Oneida Financial Corp stockholders' equity                 50,411             52,269
   Noncontrolling interest                                        2,560              2,560
                                                         ----------------------------------
TOTAL STOCKHOLDERS' EQUITY                                       52,971             54,829
   ----------------------------------------------------------------------------------------
   TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY                                  $      549,246    $       540,130
   ========================================================================================
</TABLE>

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

                                  Page 2 of 29

<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2009 (unaudited) and 2008 (unaudited)

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                            March 31,          March 31,
                                                              2009               2008
                                                         --------------    ---------------
                                                     (in thousands, except per share data)
<S>                                                      <C>               <C>
INTEREST INCOME:
      Interest and fees on loans                         $        4,481    $         4,704
      Interest on investment and mortgage- backed
         securities                                               1,632              1,680
      Dividends on equity securities                                105                276
      Interest on federal funds sold and
         interest-earning deposits                                   14                 65
-------------------------------------------------------------------------------------------
      Total interest and dividend income                          6,232              6,725
-------------------------------------------------------------------------------------------
INTEREST EXPENSE:
      Core deposits                                                 521                633
      Time deposits                                               1,096              1,701
      Borrowings                                                    556                666
      Notes payable                                                  --                  2
-------------------------------------------------------------------------------------------
         Total interest expense                                   2,173              3,002
-------------------------------------------------------------------------------------------
NET INTEREST INCOME                                               4,059              3,723
      Less: Provision for loan losses                                --                 --
-------------------------------------------------------------------------------------------
   Net interest income after provision for loan losses            4,059              3,723
-------------------------------------------------------------------------------------------
OTHER INCOME:
      Net gains (losses) on sale of securities, net                 238                 (4)
      Changes in fair value of trading securities                  (429)              (604)
      Commissions and fees on sales of
         non-banking products                                     4,149              3,500
      Other operating income                                      1,407              1,125
-------------------------------------------------------------------------------------------
   Total other income                                             5,365              4,017
-------------------------------------------------------------------------------------------
OTHER EXPENSES:
      Compensation and employee benefits                          4,987              4,580
      Occupancy expenses, net                                     1,229              1,214
      Other operating expense                                     1,682              1,362
-------------------------------------------------------------------------------------------
   Total other expenses                                           7,898              7,156
-------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                                        1,526                584
-------------------------------------------------------------------------------------------
   Provision for income taxes                                       412                155
-------------------------------------------------------------------------------------------
NET INCOME                                               $        1,114    $           429
Less: net income attributable to noncontrolling interest             --                 --
-------------------------------------------------------------------------------------------
NET INCOME attributable to Oneida Financial Corp.        $        1,114    $           429
===========================================================================================
EARNINGS PER SHARE - BASIC                               $         0.14    $          0.05
===========================================================================================
EARNINGS PER SHARE - DILUTED                             $         0.14    $          0.05
===========================================================================================
</TABLE>

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

                                  Page 3 of 29

<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended March 31, 2009 (unaudited) and 2008 (unaudited)

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                             March 31,   March 31,
                                                                2009        2008
                                                             ---------   ---------
                                                                 (In thousands)
<S>                                                          <C>         <C>
Net income                                                   $   1,114   $     429
                                                             ---------   ---------

Other comprehensive loss, net of tax:

   Unrealized losses on securities arising during period        (3,466)       (889)
      Less: reclassification adjustment for (gains) losses
         included in net income                                   (238)        604
                                                             ---------   ---------
      Net unrealized losses                                     (3,704)       (285)
   Change in unrealized loss on pension benefits                    37          42
                                                             ---------   ---------
Other comprehensive loss before tax                             (3,667)       (243)
      Net income tax effect                                      1,467          97
                                                             ---------   ---------
Other comprehensive loss, net of tax                            (2,200)       (146)
                                                             ---------   ---------

Comprehensive (loss) income                                     (1,086)        283
Comprehensive (loss) income attributable to the
   Noncontrolling interest                                          --          --
                                                             ---------   ---------

Comprehensive (loss) income attributable to Oneida
   Financial Corp.                                           $  (1,086)  $     283
                                                             =========   =========
</TABLE>

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

                                  Page 4 of 29

<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Months Ended March 31, 2009 (unaudited)

<TABLE>
<CAPTION>
                                                                               Accumulated
                                                       Additional                 Other
                                       Common Stock     Paid-In    Retained   Comprehensive   Treasury   Noncontrolling
                                     Shares    Amount   Capital    Earnings        Loss        Stock        Interest       Total
                                                                (in thousands, except number of shares)
<S>                                 <C>        <C>     <C>         <C>        <C>             <C>        <C>             <C>
Balance as of December 31, 2008     8,322,452  $   83  $   19,221  $ 41,585   $      (5,562)  $ (3,058)  $        2,560  $   54,829
Net income                                                            1,114                                                   1,114
Other comprehensive loss, net of
   tax                                                                               (2,200)                                 (2,200)
Shares earned under stock plans                                38                                                                38
Common stock dividends: $0.24 per
   share                                                               (831)                                                   (831)
Treasury stock reissued                                                                              9                            9
Tax benefit from stock plans                                   12                                                                12

                                    -----------------------------------------------------------------------------------------------

Balance as of March 31, 2009        8,322,452  $   83  $   19,271  $ 41,868   $      (7,762)  $ (3,049)  $        2,560  $   52,971
                                    ===============================================================================================
</TABLE>

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

                                  Page 5 of 29

<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2009 (unaudited) and 2008 (unaudited)

<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                                March 31,   March 31,
                                                                                   2009        2008
                                                                                ---------   ---------
                                                                                    (in thousands)
<S>                                                                             <C>         <C>
Operating Activities:
   Net income                                                                   $   1,114   $     429
   Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation and amortization                                                   525         522
      Amortization of premiums/discounts on securities, net                            40          25
      Net change in valuation of financial instruments carried
         at fair value                                                                429         604
      Stock compensation earned                                                        38          44
      Net realized (gain) loss on sale of securities                                 (238)          4
      Gain on sale of loans, net                                                     (128)        (45)
      Income tax payable                                                              409         166
      Accrued interest receivable                                                     459         240
      Other assets                                                                    445         880
      Other liabilities                                                                (7)     (1,138)
      Origination of loans held for sale                                          (17,900)     (1,889)
      Proceeds from sales of loans                                                 18,073       5,017
------------------------------------------------------------------------------------------------------
         Net cash provided by operating activities                                  3,259       4,859
------------------------------------------------------------------------------------------------------
Investing Activities:
   Purchase of investment securities                                              (14,721)    (13,003)
   Principal collected on and proceeds of maturities
      sales or calls from investments                                              13,659      13,008
   Purchase of mortgage-backed securities                                         (19,964)    (21,022)
   Principal collected on and proceeds from sales
      of mortgage-backed securities                                                15,502       2,753
   Net decrease in loans                                                            6,588         290
   Purchase of bank premises and equipment                                           (348)       (106)
   Purchase of bank                                                                    --          (8)
   Purchase of employee benefits company                                             (136)       (129)
------------------------------------------------------------------------------------------------------
         Net cash provided by (used in) investing activities                          580     (18,217)
------------------------------------------------------------------------------------------------------
Financing Activities:
   Net increase (decrease) in demand deposit, savings,
      money market, super now and escrow                                           17,096      (1,004)
   Net increase in time deposits                                                    2,745      23,047
   Proceeds from borrowings                                                            --      20,000
   Repayment of borrowings                                                         (8,825)    (20,000)
   Cash dividends                                                                    (831)       (831)
   Exercise of stock options (using treasury stock)                                     9          --
------------------------------------------------------------------------------------------------------
         Net cash provided by financing activities                                 10,194      21,212
------------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents                                              14,033       7,854
------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period                                   13,294      16,461
------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                      $  27,327   $  24,315
======================================================================================================
</TABLE>

                                  Page 6 of 29

<PAGE>

<TABLE>
<S>                                                                                 <C>         <C>
Supplemental disclosures of cash flow information:
Cash paid for interest                                                              2,184       2,998
Cash paid for income taxes                                                             --          --

Supplemental noncash disclosures:
Transfer of loans to other real estate                                                 --          76
Adoption of fair value option:
   Securities transferred from available for sale to trading                           --      16,178
   Deferred tax asset related to fair value adjustments                               166       1,255
======================================================================================================
</TABLE>

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

                                  Page 7 of 29

<PAGE>

                             ONEIDA FINANCIAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2009

Note A - Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements  include Oneida
Financial Corp. (the "Company") and its wholly owned subsidiary,  Oneida Savings
Bank (the  "Bank") as of March 31, 2009 and  December 31, 2008 and for the three
month  periods  ended March 31, 2009 and 2008.  All  inter-company  accounts and
transactions have been eliminated in consolidation.  The accompanying  unaudited
consolidated   financial  statements  have  been  prepared  in  accordance  with
accounting  principles  generally  accepted in the United  States of America for
interim   financial   information  and  with  the  instructions  to  Form  10-Q.
Accordingly,  they do not include all of the information and footnotes  required
by accounting  principles generally accepted in the United States of America for
complete  financial  statements.  The  preparation  of financial  statements  in
conformity with accounting principles generally accepted in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported amounts of assets and liabilities and disclosures of contingent  assets
and liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could differ
from those estimates.  In the opinion of management,  the unaudited consolidated
financial  statements  include all necessary  adjustments,  consisting of normal
recurring accruals, necessary for a fair presentation for the periods presented.

The Company  believes that the  disclosures are adequate to make the information
presented  not  misleading;  however,  results  of  operations  and  other  data
presented  are not  necessarily  indicative  of results to be  expected  for the
entire year.

The data in the  consolidated  balance  sheet for  December 31, 2008 was derived
from the audited  financial  statements  included in the  Company's  2008 Annual
Report on Form 10-K.  That data,  along with the interim  financial  information
presented in the consolidated statement of condition,  statements of operations,
comprehensive  income,  changes in stockholders' equity and cash flows should be
read in conjunction with the 2008 consolidated  financial statements,  including
the notes thereto included in the Company's Annual Report on Form 10-K.

Amounts in the prior period's consolidated financial statements are reclassified
when necessary to conform with the current period's presentation.

Note B - Earnings per Share

The Company has stock compensation awards with non-forfeitable  rights which are
considered  participating  securities.  As such,  earnings per share is computed
using the two-class method as required by FASB Staff Position EITF 03-6-1. Basic
earnings per share is computed by dividing net income  allocated to common stock
by the weighted  average number of common shares  outstanding  during the period
which excludes the participating securities. Diluted earnings per share includes
the dilutive  effect of  additional  potential  common  shares from  stock-based
compensation plans, but excludes awards considered participating securities.

The Company  adopted  FASB Staff  Position  EITF  03-6-1  (the "FSP")  effective
January 1, 2009. The FSP requires the use of the two-class  method for computing
earnings per share when stock compensation awards with non-forfeitable  dividend
rights are present.  Prior earnings per share amounts have been  retrospectively
adjusted to conform with the provisions of this FSP. The effect of adopting this
FSP was to reduce  both basic and  diluted  earnings  per share for the  quarter
ended March 31, 2008 from $0.06 per share to $0.05 per share.

The factors used in the earnings per share computation follow for March 31, 2009
and March 31, 2008:

<TABLE>
<CAPTION>
Basic                                                                 2009          2008
                                                                  -----------   -----------
<S>                                                               <C>           <C>
   Distributed earnings allocated to common stock                 $   824,546   $   820,070
   Undistributed earnings allocated to common stock                   281,909      (399,446)
                                                                  -----------   -----------

   Net earnings allocated to common stock                         $ 1,106,456   $   420,624
                                                                  ===========   ===========
      Weighted average common shares outstanding
      including shares considered participating securities          7,774,338     7,772,310
      Less: Average participating securities                          (28,800)      (45,600)
                                                                  -----------   -----------
   Weighted average shares                                          7,745,538     7,726,710
                                                                  ===========   ===========
</TABLE>

                                  Page 8 of 29

<PAGE>

Note B - Earnings per Share (Continued)

<TABLE>
<S>                                                               <C>           <C>
Basic earnings per share                                          $      0.14   $      0.05
                                                                  ===========   ===========

Diluted
   Net earnings allocated to common stock                         $ 1,106,456   $   420,624
                                                                  ===========   ===========
      Weighted average common shares outstanding for basic
      earnings per common share                                     7,745,538     7,726,710
      Add: Dilutive effects of assumed exercise of stock
      options                                                          40,650        57,705
                                                                  -----------   -----------
   Weighted average shares and dilutive
   potential common shares                                          7,786,188     7,784,415
                                                                  ===========   ===========

Diluted earnings per common share                                 $      0.14   $      0.05
                                                                  ===========   ===========
</TABLE>

Stock options for 55,827 and 54,362 shares of common stock were not considered
in computing diluted earnings per common share for the three months ending March
31, 2009 and March 31, 2008 respectively because they were antidilutive.
Dividends of $6,912 and $10,944 as of March 31, 2009 and 2008 respectively were
paid on unvested shares with non-forfeitable dividend rights none of which was
included in net income as compensation expense because all the awards are
expected to vest.

Note C - Stock-Based Compensation

The Company's 2000 Stock Option Plan, which is shareholder approved, permits the
granting of share options to its directors, officers and key employees for up to
374,568 shares of common stock. The exercise price of options granted is equal
to the market value of the Company's shares at the date of grant. All options
granted expire by April 2010 and options vest and become exercisable ratably
over a one to five-year period. The plan also has a reload feature which
entitles the option holder, who has delivered common stock as payment of the
exercise price for option stock, to a new option to acquire additional shares in
the amount equal to the shares traded in. The option period during which the
reload option may be exercised expires at the same time as that of the original
option that the holder has exercised. The Company has a policy of using shares
held as treasury stock to satisfy share option exercises. There were 9,243
shares available for future grants under the plan described above as of March
31, 2009 and 2008. There was no unrecognized compensation cost for this plan as
of March 31, 2009 as all shares vested under the terms of the plan. There were
no new grants during the year.

Activity in the plan for 2009 was as follows:

<TABLE>
<CAPTION>
                                                        Range of
                                            -------------------------------   Weighted Average
                                                           Option Exercise    Exercise Price
                                              Options           Price         Shares             Intrinsic
                                            Outstanding       Per Share       Outstanding        Value
                                            --------------------------------------------------------------
<S>                                         <C>           <C>                 <C>                <C>
Outstanding at December 31, 2008              168,967     $ 4.722 - $18.167   $7.707             $315,434
Granted                                            --
Exercised                                      (1,775)          $4.722
Forfeited                                          --
                                              -------
Outstanding at March 31, 2009                 167,192     $ 4.722 - $18.167   $7.739             $353,918
                                              =======
</TABLE>

At March 31, 2009, the weighted average information for outstanding and
exercisable shares is as follows:

                         Shares outstanding and Exercisable
          ----------------------------------------------------------------
          Range of                               Average        Average
          Exercise                               Exercise   Remaining Life
          Price                         Shares   Price          (Years)
          ----------------------------------------------------------------

          $3.633 - $5.45               111,365   $  4.722        1.07
          $9.094 - $10.90                4,465   $  9.419        1.07
          $10.900 - $12.717             15,771   $ 11.982        1.07
          $12.717 - $14.534             18,689   $ 14.000        1.07
          $14.534 - $16.350              6,600   $ 14.794        1.07
          $16.350 - $18.167             10,302   $ 17.247        1.07
                                       -------   --------        ----
                Total                  167,192   $  7.739        1.07
                                       =======   ========        ====

                                  Page 9 of 29

<PAGE>

Note C - Stock-Based Compensation (Continued)

The Management Recognition and Retention Plans provide for the issuance of
shares of restricted stock to directors, officers and key employees.
Compensation expense equal to the market value of Oneida Financial Corp.'s stock
on the grant date is recognized ratably over the five year vesting period for
shares of restricted stock granted that will be fully vested at December 31,
2010. Compensation expense recorded in conjunction with these plans was $38,208
and $43,701 for the three months ended March 31, 2009 and 2008 respectively.
Shares unallocated under the plans available for future awards were 15,286 and
12,886 at March 31, 2009 and March 31, 2008 respectively. At March 31, 2009 and
December 31, 2008, there were nonvested shares of 28,800 with unrecognized
compensation cost of $462,008 and $500,216 respectively.

Note D - Dividend Restrictions

Oneida  Financial MHC, which owns 4,309,750 or 55.42% of the outstanding  shares
as of March 31,  2009 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 OTS did not object to the notice.

Note E - Pension Plan

The Bank provides a noncontributory defined benefit retirement accumulation plan
covering substantially all employees. Under the plan, retirement benefits are
primarily a function of the employee's years of service and level of
compensation. As of June 15, 2004, the Bank had a plan amendment to freeze the
plan benefits for plan participants. The Bank uses a December 31 measurement
date for its pension plan.

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

                                                           Three Months Ended
                                                          March 31,   March 31,
                                                             2009        2008
                                                          ---------   ---------
Service cost                                              $      --   $      --
Interest cost                                                41,000      55,000
Expected return on plan assets                              (49,000)    (72,000)
Net amortization and deferral                                37,000      42,000
                                                          ---------   ---------
   Net periodic pension cost                              $  29,000   $  25,000

Net gain                                                    (22,200)    (25,200)
Prior service cost                                               --          --
                                                          ---------   ---------
   Total recognized in other comprehensive income           (22,200)    (25,200)
                                                          ---------   ---------
Total recognized in net periodic benefit cost and
   Other comprehensive income                             $   6,800   $     200
                                                          =========   =========

                                                             2009        2008
                                                          ---------   ---------
Weighted-average assumptions as of December 31:
   Discount rate                                              5.390%      5.465%
   Expected return on plan assets                             7.500%      7.500%

As of March 31, 2009, contributions to the pension plan totaled $50,000. The
Bank anticipates contributing $200,000 in 2009 to fund its pension plan.

State Bank of Chittenango participated in the New York State Bankers Retirement
System plan which was a noncontributory defined benefit plan covering
substantially all employees. Under the plan, retirement benefits were primarily
a function of the employee's years of service and level of compensation. The
plan was frozen as of May 31, 2002. State Bank of Chittenango uses a December 31
measurement date for its 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:

                                  Page 10 of 29

<PAGE>

Note E - Pension Plan (Continued)

                                                           Three Months Ended
                                                         March 31,    March 31,
                                                           2009         2008
                                                         ---------   ----------

Service cost                                             $   6,500   $    6,800
Interest cost                                               34,000       33,700
Expected return on plan assets                             (34,500)     (52,000)
Net amortization and deferral                               14,000           --
                                                         ---------   ----------
   Net periodic pension cost (benefit)                   $  20,000   $  (11,500)

Net loss                                                        --           --
Prior service cost                                              --           --
                                                         ---------   ----------
   Total recognized in other comprehensive income               --           --
                                                         ---------   ----------
Total recognized in net periodic benefit cost and
   Other comprehensive income                            $  20,000   $  (11,500)
                                                         =========   ==========

                                                            2009        2008
                                                         ---------   ----------
Weighted-average assumptions as of December 31:
   Discount rate                                              6.25%        6.25%
   Expected return on plan assets                             7.50%        7.50%

As of March 31, 2009, there were no contributions to the plan. The Bank does not
anticipate contributing in 2009 to fund its pension plan.

Note F - Investment Securities and Mortgage-Backed Securities

Investment securities and mortgage-backed securities consist of the following at
March 31, 2009 and December 31, 2008:

                                                          March 31, 2009
                                                  ------------------------------
                                                               Gross Unrealized
                                                  Fair Value    Gains    Losses
                                                  ------------------------------
                                                          (in thousands)
Investment Securities
Available for sale portfolio:
      Debt securities:
         U. S. Agencies                           $   17,276   $   203   $     2
         Corporate                                    19,014        --     9,452
         State and municipals                         21,682       326       238
                                                  ----------   -------   -------
                                                  $   57,972   $   529   $ 9,692
                                                  ==========   =======   =======
Mortgage-Backed Securities
   Available for sale portfolio:
      Fannie Mae                                  $   21,954   $   411   $    12
      Freddie Mac                                     21,608       474        10
      Ginnie Mae                                      28,341       679        27
      Small Business Administration                       13        --        --
      Collateralized Mortgage Obligations              6,905        --     1,388
                                                  ----------   -------   -------
                                                  $   78,821   $ 1,564   $ 1,437
                                                  ==========   =======   =======

                                                         December 31, 2008
                                                  ------------------------------
                                                               Gross Unrealized
                                                  Fair Value    Gains    Losses
                                                  ------------------------------
                                                          (in thousands)
Investment Securities
   Available for sale portfolio:
      Debt securities:
         U. S. Agencies                           $   21,205   $   216   $    13
         Corporate                                    21,881        --     5,920
         State and municipals                         17,347       223       150
                                                  ----------   -------   -------
                                                  $   60,433   $   439   $ 6,083
                                                  ==========   =======   =======

                                  Page 11 of 29

<PAGE>

Note F - Investment Securities and Mortgage-Backed Securities (Continued)

Mortgage-Backed Securities
   Available for sale portfolio:
      Fannie Mae                                  $   19,840   $   283   $    83
      Freddie Mac                                     23,191       416        83
      Ginnie Mae                                      24,447       533        24
      Small Business Administration                       13        --        --
      Collateralized Mortgage Obligations              6,839        --       730
                                                  ----------   -------   -------
                                                  $   74,330   $ 1,232   $   920
                                                  ==========   =======   =======

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.

Unrealized losses on other investments have not been recognized into income
because management has the intent and ability to hold for the foreseeable future
and the decline in fair value is largely due to declines in market interest
rates since the securities were purchased.

The Company currently has a $2.0 million General Motors Acceptance Corp. (GMAC)
bond, maturing October 15, 2010 which has a rating below investment grade. This
is a variable rate note based on the three month Treasury bill. The unrealized
loss of $1.1 million and $1.1 million at March 31, 2009 and December 31, 2008
respectively has not been considered other-than-temporary in that the Company
has the intent and ability to retain the investment for a period of time
sufficient to allow for recovery in the market value, and management believes
that the repayment of the investment is probable at maturity.

The Company currently has a $2.5 million SLMA bond, maturing May 1, 2012 which
is rated investment grade. This is a variable rate note based on the consumer
price index. The unrealized loss at March 31, 2009 and December 31, 2008 of $1.2
million and $875,000 respectively has not been considered other-than-temporary
in that the Company has the intent and ability to retain the investment for a
period of time sufficient to allow for recovery in the market value and that
based on credit ratings and assessment of likelihood of default the Company has
concluded that it is probable that payment will be made at maturity.

The Company currently has $5.6 million invested in nine different trust
preferred securities as of March 31, 2009. Of the $5.6 million, $1.8 million
have variable rates of interest. The unrealized loss at March 31, 2009 and
December 31, 2008 on the nine securities totaled $6.2 million and $2.5 million
respectively. All of the securities are rated below investment grade as of March
31, 2009. Through review of the current and expected cash flow analysis based on
the credit quality of the underlying collateral, default probabilities and
anticipated losses given the default assumptions and stress tests performed on
these securities, none of the trust preferred securities have been considered
other-than-temporarily impaired as of March 31, 2009.

Note G - Allowance for Loan Losses

The allowance for loan losses is a valuation allowance for probable incurred
credit losses. Loan losses are charged against the allowance when management
believes the uncollectibility of a loan balance is confirmed. Subsequent
recoveries, if any, are credited to the allowance. Management estimates the
allowance required by using past loan loss experience, the nature and volume of
the portfolio, information about specific borrower situations and estimated
collateral values, economic conditions, and other factors. Allocation of the
allowance may be made for specific loans, but the entire allowance is available
for any loan that, in management's judgment, should be charged off. Quarterly,
management evaluates the adequacy of the allowance and determines the
appropriate provision for 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 adjustments 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
incurred loan losses.

                                  Page 12 of 29

<PAGE>

Note G - Allowance for Loan Losses (Continued)

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. Factors considered by management in determining impairment include
payment status, collateral value, and the probability of collecting scheduled
principal and interest payments when due. 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 March 31, 2009 the allowance for loan losses as a percentage of
net loans receivable was 0.86% as compared to 0.87% at December 31, 2008.

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

                                       Three Months Ended
                                      March 31,   March 31,
                                        2009        2008
                                      ---------   ---------
                                         (in thousands)
Balance at beginning of period        $   2,624   $   2,511
   Charge-offs                             (141)        (46)
   Recoveries                                71          31
   Provision for loan losses                 --          --
                                      ---------   ---------
Balance at end of period              $   2,554   $   2,496
                                      =========   =========

There were no impaired loans as of March 31, 2009 or December 31, 2008.

Note H - Segment Information

The Bank has determined that it has four primary business segments, its banking
franchise, its insurance activities, its benefit consulting activities and risk
management activities. For the three months ended March 31, 2009 and 2008, the
Bank's insurance activities consisted of those conducted through its wholly
owned subsidiary, Bailey & Haskell Associates, Inc. The Bank's benefit
consulting activities consisted of those conducted through its wholly owned
subsidiary Benefit Consulting Group, Inc. The risk management activities
consisted of those conducted through its wholly owned subsidiary Workplace
Health Solutions Inc. which was formed in February 2008. Information about the
Bank's segments is presented in the following table for the periods indicated:

<TABLE>
<CAPTION>
                                                                         Three Months Ended March 31, 2009
                                                  --------------------------------------------------------------------------
                                                   Banking     Insurance    Benefit Consulting   Risk Management
                                                  Activities   Activities        Activities         Activities       Total
                                                                                (in thousands)
<S>                                               <C>          <C>          <C>                  <C>               <C>
Net interest income                                $   4,059    $     --        $      --            $    --       $   4,059
Provision for loan losses                                 --          --               --                 --              --
                                                   ---------    --------        ---------            -------       ---------

   Net interest income after provision
      for loan losses                                  4,059          --               --                 --           4,059
Other income                                           1,216       3,029            1,060                 60           5,365
Other expenses                                         3,952       2,174            1,106                141           7,373
Depreciation and amortization                            429          58               38                 --             525
                                                   ---------    --------        ---------            -------       ---------
      Income (loss) before income taxes                  894         797              (84)               (81)          1,526
Income tax expense (benefit)                             149         333              (40)               (30)            412
                                                   ---------    --------        ---------            -------       ---------
         Net income (loss)                         $     745    $    464        $     (44)           $   (51)      $   1,114
                                                   =========    ========        =========            =======       =========

Total Assets                                       $ 532,908    $ 16,186        $   4,418            $    51       $ 553,563
                                                   =========    ========        =========            =======       =========
</TABLE>

                                  Page 13 of 29

<PAGE>

Note H - Segment Information (Continued)

<TABLE>
<CAPTION>
                                                                         Three Months Ended March 31, 2008
                                                  --------------------------------------------------------------------------
                                                   Banking     Insurance    Benefit Consulting   Risk Management
                                                  Activities   Activities        Activities         Activities       Total
                                                                                (in thousands)
<S>                                               <C>          <C>          <C>                  <C>               <C>
Net interest income                                $   3,723    $     --        $      --            $    --       $   3,723
Provision for loan losses                                 --          --               --                 --              --
                                                   ---------    --------        ---------            -------       ---------
   Net interest income after provision for
     loan losses                                       3,723          --               --                 --           3,723
Other income                                             517       2,336            1,164                 --           4,017
Other expenses                                         3,671       1,943              967                 53           6,634
Depreciation and amortization                            413          63               46                 --             522
                                                   ---------    --------        ---------            -------       ---------
     Income (loss) before income taxes                   156         330              151                (53)            584
Income tax (benefit) expense                             (57)        159               73                (20)            155
                                                   ---------    --------        ---------            -------       ---------
       Net income (loss)                           $     213    $    171        $      78            $   (33)      $     429
                                                   =========    ========        =========            =======       =========

Total Assets                                       $ 526,872    $ 18,905        $   4,387            $     6       $ 550,170
                                                   =========    ========        =========            =======       =========
</TABLE>

The following represents a reconciliation of the Company's reported segment
assets to consolidated assets as of March 31:

                                                   2009         2008
                                                 ---------   ---------
                                                     (in thousands)
                  Assets
Total assets for reportable segments             $ 553,563   $ 550,170
Elimination of intercompany cash balances           (4,317)     (7,515)
                                                 ---------   ---------

Consolidated Total                               $ 549,246   $ 542,655
                                                 =========   =========

Note I - Accounting Pronouncements

In December 2007, the FASB issued FAS No. 141 (revised 2007), Business
Combinations ("FAS 141(R)"), which establishes principles and requirements for
how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in an acquiree, including the recognition and measurement of goodwill
acquired in a business combination. FAS No. 141 (R) is effective for fiscal
years beginning on or after December 31, 2008. Earlier adoption is prohibited.
The adoption of this standard did not have an impact on the Company's results of
operations or financial position.

In December 2007, the FASB issued FAS No. 160, "Noncontrolling Interest in
Consolidated Financial Statements, an amendment of ARB No. 51" ("FAS No. 160"),
which will change the accounting and reporting for minority interests, which
will be recharacterized as noncontrolling interests and classified as a
component of equity within the consolidated balance sheets but separate from the
parent's equity. FAS No.160 is effective for fiscal years and interim periods
within those fiscal years, beginning on or after December 15, 2008. The adoption
of this standard resulted in a reclassification of $2.6 million from other
liabilities to equity as of December 31, 2008 and March 31, 2009. The
noncontrolling interest represents the preferred shareholder minority interest
in Oneida Preferred Funding Corp, a real estate investment trust.

In May 2008, the FASB issued Statement No. 162, "The Hierarchy of Generally
Accepted Accounting Principles ("FAS 162"). This Statement identifies the
sources of accounting principles and the framework for selecting the principles
to be used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted accounting
principles (GAAP) in the United States. Adoption of FAS 162 was not a change in
the Company's current accounting practices; therefore it did not have a material
impact on the Company's consolidated financial condition or results of
operations.

In April 2009, the FASB issued three final Staff Positions (FSPs) that provide
additional application guidance and enhance disclosure regarding fair value
measurements and impairments of securities. FSP FAS 157-4, "Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly"
provides guidelines for determining fair value measurements when an active
market does not exist or where the price inputs represent distressed sales. FSP
FAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value of

                                  Page 14 of 29

<PAGE>

Note I - Accounting Pronouncements (Continued)

Financial Instruments," provides that the frequency of fair value disclosures
required by statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Values of Financial Instruments," will be increased from annually to
quarterly. FSP FAS 115-2 and FAS 124-2, "Recognition and Presentation of
Other-Than-Temporary Impairments," provides additional guidance on determining
and accounting for other-than-temporary impairments in investment securities. If
an investment security is determined to be other-than-temporarily impaired and
if the company does not intend to sell the security and it is more likely than
not that the security will be sold before the anticipated recovery of the
impairment, the company will now be required to separate the impairment into the
amount related to a credit loss and the amount related to other factors. The
amount related to a credit loss will be recognized in earnings and the amount
related to other factors will be recognized in other comprehensive income. This
FSP also changes disclosure requirements in the notes to the financial
statements. The FSPs are effective for interim and annual reporting periods
ending after June 15, 2009 with earlier adoption permitted for interim and
annual periods ending after March 15, 2009. The Company will adopt the FSPs
effective for the period ending June 30, 2009 and does not anticipate that
adoption will not result in a material effect on the consolidated results of
operations.

Note J - Fair Value

The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
157, "Fair Value Measurements," and SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities," on January 1, 2008. SFAS No. 159
permits, but does not require, companies to measure many financial instruments
and certain other items at fair value. The decision to elect the fair value
option is made individually for each instrument and is irrevocable once made.
Changes in fair value for the selected instruments are recorded in earnings. As
of January 1, 2008, the Company has elected the fair value option for certain
preferred and common equity securities.

Fair Value Option

The following table presents the amount of gains and losses from fair value
changes included in income before income taxes for financial assets and
liabilities carried at fair value for the three months ended March 31:

<TABLE>
<CAPTION>
                                    Changes in Fair Values for the Period ended March 31, 2009, for items
                                    Measured at Fair Value Pursuant to Election of the Fair Value Option
                                    ---------------------------------------------------------------------
                                                                                           Total Changes
                                                                                           In Fair Values
                                    Other                                                  Included in
                                    Gains and          Interest          Interest          Current Period
                                    Losses             Income            Expense           Earnings
                                    ---------------------------------------------------------------------
                                                               (in thousands)
<S>       <C>                       <C>                <C>               <C>               <C>
Assets:
          Trading securities        $ 429                     9               --           $ 438
</TABLE>

<TABLE>
<CAPTION>
                                    Changes in Fair Values for the Period ended March 31, 2008, for items
                                    Measured at Fair Value Pursuant to Election of the Fair Value Option
                                    ---------------------------------------------------------------------
                                                                                           Total Changes
                                                                                           In Fair Values
                                    Other                                                  Included in
                                    Gains and          Interest          Interest          Current Period
                                    Losses             Income            Expense           Earnings
                                    ---------------------------------------------------------------------
                                                               (in thousands)
<S>       <C>                       <C>                <C>               <C>               <C>
Assets:
          Trading securities        $ 604                    --               --           $ 604
</TABLE>

Fair Value Measurement

Statement 157 defines fair value as the exchange price that would be received
for an asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. Statement 157 also
establishes a fair value hierarchy which requires an entity to maximize the use
of observable inputs and minimize the use of unobservable inputs when measuring
fair value. The standard describes three levels of inputs that may be used to
measure fair value:

                                  Page 15 of 29

<PAGE>

Note J - Fair Value (Continued)

         Level 1: Quoted prices (unadjusted) for identical assets or liabilities
         in active markets that the entity has the ability to access as of the
         measurement date.

         Level 2: Significant other observable inputs other than Level 1 prices
         such as quoted prices for similar assets or liabilities; quoted prices
         in markets that are not active; or other inputs that are observable or
         can be corroborated by observable market data.

         Level 3: Significant unobservable inputs that reflect a company's own
         assumptions about the assumptions that market participants would use in
         pricing an asset or liability.

The Company used the following methods and significant assumptions used to
estimate the fair value of items:

         Securities: The fair values of trading securities and securities
         available for sale are determined by obtaining quoted prices on
         nationally recognized securities exchanges (Level 1 inputs), matrix
         pricing, which is a mathematical technique widely used in the industry
         to value debt securities without relying exclusively on quoted prices
         for the specific securities, but rather by relying on the securities
         relationship to other benchmark quoted securities (Level 2 inputs) or
         unobservable inputs that represents assumptions such as financial
         forecasts or projected earnings (Level 3)

Assets and liabilities measured at fair value on a recurring basis, including
financial liabilities for which the Company has elected the fair value option,
are summarized below:

<TABLE>
<CAPTION>
                                                                 Fair Value Measurements at March 31, 2009 Using
                                                               --------------------------------------------------
                                                                                     Significant
                                                               Quoted Prices in      Other          Significant
                                                               Active Markets for    Observable     Unobservable
                                                               Identical Assets      Inputs         Inputs
                                             March 31, 2009    (Level 1)             (Level 2)      (Level 3)
                                             --------------------------------------------------------------------
                                                                        (in thousands)
<S>                                          <C>               <C>                   <C>            <C>
Assets:
Trading securities                              $  5,503               --              $  3,423        $2,080
Available for sale securities                   $136,793               --               128,506         8,287
</TABLE>

<TABLE>
<CAPTION>
                                                               Fair Value Measurements at December 31, 2008 Using
                                                               --------------------------------------------------
                                                                                     Significant
                                                               Quoted Prices in      Other          Significant
                                                               Active Markets for    Observable     Unobservable
                                                               Identical Assets      Inputs         Inputs
                                          December 31, 2008    (Level 1)             (Level 2)      (Level 3)
                                          -----------------------------------------------------------------------
                                                                        (in thousands)
<S>                                       <C>                  <C>                   <C>            <C>
Assets:
Trading securities                             $  5,941                --              $  3,921        $ 2,020
Available for sale securities                  $134,763                --               123,287         11,476
</TABLE>

The Level 3 assets include trust preferred securities and corporate debt and
equity securities. The table below presents a reconciliation and income
statement classification of gains and losses for all assets measured at fair
value on a recurring basis using significant unobservable inputs (Level 3) for
the quarter ended March 31:

<TABLE>
<CAPTION>
                                                  Fair Value Measurements Using Significant
                                                             Unobservable Inputs
                                                                  (Level 3)
                                                  -----------------------------------------
                                                                 Securities
                                                  Trading        Available for
                                                  Securities     Sale                 Total
                                                  -----------------------------------------
                                                                (in thousands)
<S>                                               <C>            <C>               <C>
Beginning balance January 1, 2009                   $2,020          $11,476        $ 13,496
Total gains or losses (realized/unrealized)
   Included in earnings
      Interest income (losses) on securities           (10)              (5)            (15)
</TABLE>

                                  Page 16 of 29

<PAGE>

Note J - Fair Value (Continued)

<TABLE>
<S>                                               <C>            <C>               <C>
      Other changes in fair value                       70               --              70

Included in other comprehensive income (losses)         --           (3,184)         (3,184)
                                                  -----------------------------------------

Ending balance March 31, 2009                       $2,080          $ 8,287        $ 10,367
                                                  =========================================
</TABLE>

<TABLE>
<CAPTION>
                                                  Fair Value Measurements Using Significant
                                                             Unobservable Inputs
                                                                  (Level 3)
                                                  -----------------------------------------
                                                                 Securities
                                                  Trading        Available for
                                                  Securities     Sale                 Total
                                                  -----------------------------------------
                                                                (in thousands)
<S>                                               <C>            <C>               <C>
Beginning balance January 1, 2008                   $1,996          $8,455         $ 10,451
Total gains or losses (realized/unrealized)
   Included in earnings
      Interest income on securities                    (10)             (6)             (16)
      Other changes in fair value                     (158)             --             (158)
Included in other comprehensive income                  --            (873)            (873)
                                                  -----------------------------------------

Ending balance March 31, 2008                       $1,828          $7,576         $  9,404
                                                  =========================================
</TABLE>

The table below summarizes changes in unrealized gains and losses recorded in
earnings for the three months ended March 31, 2009 for Level 3 assets that are
still held at March 31, 2009:

<TABLE>
<CAPTION>
                                                   Changes to Unrealized Gains/Losses
                                                Related to Assets Still Held at Reporting
                                             Date for the three months ended March 31, 2009
                                      ------------------------------------------------------------
                                                             (in thousands)
                                      Trading Securities    Available for Sale Securities    Total
<S>                                   <C>                   <C>                              <C>
Interest income on securities               $ (10)                      $ (5)                $ (15)
Other changes in fair value                    70                         --                    70
                                      ------------------------------------------------------------
Total                                       $  60                       $ (5)                $  55
                                      ============================================================
</TABLE>

For items for which the fair value option has been elected, interest income is
recorded within the consolidated statements of income based on the contractual
amount of interest income earned on financial assets (except any that are in
nonaccrual status). Dividend income is recorded based on cash dividends. Cash
flows from the purchase and sale of securities for which the fair value option
has been elected are shown as investing activities within in the consolidated
statement of cash flows.

                                  Page 17 of 29

<PAGE>

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

                                  Page 18 of 29

<PAGE>

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

      This section presents Management's  discussion and analysis of and changes
to the Company's  consolidated financial results of operations and 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  primarily  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 and employee benefit
services  provided by subsidiaries 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. The Company has four primary business  segments;
it's banking franchise,  insurance activities, benefit consulting activities and
risk  management  activities.  However,  only the  banking  franchise  is deemed
material  to  the  Bank's   financial   condition  and  results  of  operations.
Consequently,   segment  disclosures  are  not  presented  in  the  Management's
Discussion  and  Analysis.  At both  December  31,  2008 and March 31,  2009 the
Company had 7,745,260 and 7,747,035  respectively of 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 semi-annual  cash dividend as of January 27, 2009
of $0.24 per share  which was paid to its  shareholders  on February  10,  2009.
Oneida Financial MHC waived its receipt of dividends.

      As an FDIC-insured institution, the Bank is required to pay deposit
insurance premiums to the FDIC. Because the FDIC's deposit insurance fund fell
below prescribed levels in 2008, the FDIC has announced increased premiums for
all insured depository institutions, including the Bank, in order to begin
recapitalizing the fund. Insurance assessments range from 0.12% to 0.50% of
total deposits for the first calendar quarter 2009 assessment. Effective April
1, 2009, insurance assessments will range from 0.07% to 0.78%, depending on an
institution's risk classification and other factors. In addition, under a
proposed rule, the FDIC indicated its plans to impose a 20 basis point emergency
assessment on insured depository institutions to be paid on September 30, 2009,
based on deposits at June 30, 2009. FDIC representatives subsequently indicated
the amount of this special assessment could decrease if certain events
transpire. The proposed rule would also authorize the FDIC to impose an
additional emergency assessment of up to 10 basis points after June 30, 2009, if
necessary to maintain public confidence in federal deposit insurance.

                                  Page 19 of 29

<PAGE>

These changes would result in increased  deposit  insurance expense for the Bank
in 2009.  These  increases  will be  reflected  in other  expenses in the Bank's
income  statement  in the period of  enactment.  If the rule stands as currently
published,  assuming the Company's risk category does not change and the deposit
base remains  relatively  stable,  we estimate  the total FDIC  premium  expense
incurred during 2009 to be approximately $898,000.

FINANCIAL CONDITION

      ASSETS. Total assets at March 31, 2009 were $549.2 million, an increase of
$9.1  million  from  $540.1  million  at  December  31,  2008.   Mortgage-backed
securities  increased  $4.5 million  reflecting  purchases  of $20.0  million of
mortgage-backed  securities  partially offset by the principal  collected on and
proceeds from sales and maturities of  mortgaged-backed  securities.  Investment
securities  decreased  $2.5 million  reflecting a $3.5 million  decrease  from a
change  in  market  value for the first  quarter  2009,  partially  offset by an
increase in  purchases of  investment  securities  for the quarter.  Market rate
fluctuations  during the quarter  have  resulted in  mortgage-backed  securities
being a more attractive  investment than investments or cash equivalents.  Loans
receivable,  including  loans held for sale,  decreased  $6.7  million to $298.4
million at March 31, 2009  compared  with $305.1  million at December  31, 2008.
Residential  loans decreased by $5.1 million since December 31, 2008,  after the
sale of  $18.1  million  of  fixed-rate  residential  real  estate  loans in the
secondary  market  during  the three  month  period.  At March 31,  2009,  total
commercial real estate loans increased by $2.4 million while commercial business
loans  decreased by $3.2 million from December 31, 2008. At March 31, 2009 total
consumer loans  decreased by $826,000 from December 31, 2008. As a result of the
decrease in loans  receivable  and increase in deposit  accounts,  cash and cash
equivalents  increased  $14.0 million from $13.3 million at December 31, 2008 to
$27.3 million at March 31, 2009.  Goodwill and other  intangibles  totaled $25.1
million as of March 31, 2009 and December 31, 2008.  Additional  goodwill in the
amount of $136,000  was  recorded for the  contingent  purchase  payment made to
Benefit  Consulting  Group  LLC.  Under the terms of the  agreement,  contingent
purchase  payments  based  on  future  performance  levels  may be  made  over a
five-year period starting with the year ended December 31, 2006. Offsetting this
payment was the amortization expense recorded on a monthly basis.

      The  allowance  for loan losses was $2.5 million and $2.6 million at March
31, 2009 and December 31, 2008, respectively. The allowance for loan losses is a
valuation allowance for probable incurred credit losses. Loan losses are charged
against the allowance when management  believes the  uncollectibility  of a loan
balance  is  confirmed.  Subsequent  recoveries,  if any,  are  credited  to the
allowance.  Management  estimates the allowance required by using past loan loss
experience,  the nature and volume of the portfolio,  information about specific
borrower situations and estimated collateral values,  economic  conditions,  and
other factors.  Allocation of the allowance may be made for specific loans,  but
the entire  allowance is available for any loan that, in management's  judgment,
should be charged  off.  Quarterly,  management  evaluates  the  adequacy of the
allowance and determines the appropriate provision for 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 adjustments 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 incurred loan losses. 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. Factors considered by management in
determining  impairment  include  payment  status,  collateral  value,  and  the
probability of collecting  scheduled  principal and interest  payments when due.
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 March 31, 2009 the allowance for
loan losses as a  percentage  of net loans  receivable  was 0.86% as compared to
0.87% as of December 31, 2008.

      LIABILITIES.  Total  liabilities  increased  by $11.0  million  to  $496.3
million at March 31, 2009 from $485.3 million at December 31, 2008. The increase
is  primarily  the result of an increase in  interest-bearing  deposits of $22.0
million partially offset by a decrease in non-interest  bearing deposits of $2.1
million.  Contributing to the increase in total deposits has been an increase in
municipal  deposits  offered  through  Oneida  Savings  Bank's  limited  purpose
commercial banking  subisidiary,  State Bank of Chittenango.  Municipal deposits
increased $13.9 million to $68.8 million at March 31, 2009 from $54.9 million at
December  31,  2008.  The  increase in total  deposits  also enabled the Bank to
reduce borrowings outstanding by $8.8 million to $44.0 million at March 31, 2009
compared with $52.8 million at December 31, 2008.

      STOCKHOLDERS' EQUITY. Total stockholders' equity decreased by $1.8 million
to $53.0  million at March 31, 2009 as compared  $54.8  million at December  31,
2008.  Stockholders'  equity decreased $2.2 million as a result of the valuation
adjustment   made  for  the  Company's   available  for  sale   investment   and
mortgage-backed  securities.  In  addition,  stockholders'  equity  decreased by
$831,000 due to the payment of  semiannual  cash  dividends  of $0.24  partially
offset by the  addition of  after-tax  net income of $1.1  million for the three
months ended March 31, 2009.

                                  Page 20 of 29

<PAGE>

      ANALYSIS OF NET INTEREST INCOME

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

      AVERAGE BALANCE SHEET. The following tables set forth certain  information
relating to the Company for the three  months  ended March 31, 2009 and 2008 and
for the year ended  December 31,  2008.  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 computed  based upon an average
daily balance.

      TABLE 1. Average Balance Sheet.

<TABLE>
<CAPTION>
                                                        Three Months Ended March 31,                   Twelve Months Ended Dec. 31,
                                        ------------------------------------------------------------  -----------------------------
                                                     2009                           2008                           2008
                                          Average    Interest            Average    Interest            Average    Interest
                                        Outstanding   Earned/  Yield/  Outstanding   Earned/  Yield/  Outstanding   Earned/  Yield/
                                          Balance      Paid     Rate     Balance      Paid     Rate     Balance      Paid     Rate
                                        -----------  --------  ------  -----------  --------  ------  -----------  --------  ------
                                                                           (Dollars in Thousands)
<S>                                     <C>          <C>       <C>     <C>          <C>       <C>     <C>          <C>       <C>
Assets
Interest-earning Assets:
   Loans Receivable                     $   301,845  $  4,481    5.94% $   285,590  $  4,704    6.59% $   293,499  $ 18,535    6.32%
   Investment and Mortgage-Backed
      Securities                            138,261     1,632    4.72%     129,210     1,680    5.20%     143,987     7,379    5.12%
   Federal Funds                             10,460        14    0.54%       7,711        65    3.37%       7,342       169    2.30%
   Equity Securities                          5,933       105    7.08%      18,674       276    5.91%      12,814       651    5.08%
                                        -----------  --------  ------  -----------  --------  ------  -----------  --------  ------
      Total Interest-earning Assets         456,499     6,232    5.46%     441,185     6,725    6.10%     457,642    26,734    5.84%
                                        -----------  --------  ------  -----------  --------  ------  -----------  --------  ------
Non interest-earning Assets:
   Cash and due from banks                   12,577                         12,850                         11,725
   Other assets                              76,693                         74,219                         74,999
                                        -----------                    -----------                    -----------
         Total assets                   $   545,769                    $   528,254                    $   544,366
                                        ===========                    ===========                    ===========
Liabilities and Stockholders'
   Equity
Interest-bearing Liabilities:
   Money Market Deposits                $    98,386  $    368    1.52% $    71,077  $    431    2.44% $    83,115  $  1,654    1.99%
   Savings Accounts                          76,187       116    0.62%      74,264       145    0.79%      77,266       603    0.78%
   Interest-bearing Checking                 44,348        37    0.34%      39,577        57    0.58%      40,459       238    0.59%
   Time Deposits                            155,162     1,096    2.86%     156,483     1,701    4.37%     159,933     6,020    3.76%
   Borrowings                                47,567       556    4.74%      56,609       666    4.73%      56,194     2,561    4.56%
   Notes Payable                                  3         0    0.00%         142         2    5.66%          88         5    5.68%
                                        -----------  --------  ------  -----------  --------  ------  -----------  --------  ------
      Total Interest-bearing
         Liabilities                        421,653     2,173    2.09%     398,152     3,002    3.03%     417,055    11,081    2.66%
                                        -----------  --------  ------  -----------  --------  ------  -----------  --------  ------
Non-interest-bearing Liabilities:
   Demand deposits                           59,029                         62,549                         63,711
   Other liabilities                          9,859                          8,285                          7,559
                                        -----------                    -----------                    -----------
      Total liabilities                 $   490,541                    $   468,986                    $   488,325
                                        -----------                    -----------                    -----------
Stockholders' equity                         55,228                         59,268                         56,041
                                        -----------                    -----------                    -----------
Total liabilities and stockholders'
   equity                               $   545,769                    $   528,254                    $   544,366
                                        ===========                    ===========                    ===========

   Net Interest Income                               $  4,059                       $  3,723                       $ 15,653
                                                     ========                       ========                       ========
   Net Interest Spread                                           3.37%                          3.07%                          3.18%
                                                                 ====                           ====                           ====
   Net Earning Assets                   $    34,846                    $    43,033                    $    40,587
                                        ===========                    ===========                    ===========
   Net yield on average
      Interest-earning assets                            3.56%                          3.38%                          3.42%
                                                     ========                       ========                       ========
   Average interest-earning
      assets to average
      Interest-bearing liabilities                     108.26%                        110.81%                        109.73%
                                                     ========                       ========                       ========
</TABLE>

                                  Page 21 of 29

<PAGE>

RESULTS OF OPERATIONS

      GENERAL.  Net income for the three  months  ended  March 31, 2009 was $1.1
million,  an increase of $685,000  or 160% from  $429,000  for the three  months
ended March 31, 2008.  The increase in net income was primarily the result of an
increase  in net  interest  income,  an increase  in other  income  offset by an
increase in other expense and the  provision  for income taxes.  Net income from
operations  for the first  quarter,  which  excludes the FASB 159 change in fair
value of $429,000,  net of $116,000 income taxes,  was $1.4 million or $0.18 per
diluted  share.  This compares to net income from  operations for the 2008 first
quarter of $870,000,  or $0.11 per diluted  share.  The increase in net interest
income  reflects  the effects of the  steepening  yield curve as the cost of our
interest-bearing   liabilities   decreases   faster   than  the   yield  on  our
interest-earning assets.

      INTEREST  INCOME.  Interest and dividend  income  decreased by $493,000 or
7.3%,  to $6.2  million  for the three  months  ended  March 31,  2009 from $6.7
million for three months ended March 31, 2008.  The decrease in interest  income
was the result of a decrease in the yield of 64 basis points on interest earning
assets   partially   offset  by  an  increase   in  the   average   balances  of
interest-earning assets during the current period of $15.3 million.  Interest on
loans  decreased  $223,000 to $4.5  million for the three months ended March 31,
2009 from $4.7 million for the three  months ended March 31, 2008.  The decrease
in interest  income on loans is a result of a decrease of 65 basis points in the
average  yield to 5.94% for the three months ended March 31, 2009 from 6.59% for
the three months ended March 31, 2008 offset by an increase of $16.3  million in
the average  balance of loans  receivable  for the three  months ended March 31,
2009 as compared with the same period in 2008.  The decrease in yield  reflected
the decrease in market interest rates during the quarter.

      Interest on investments and mortgage-backed  securities  decreased $48,000
as a result of a decrease in the average yield of 48 basis points from 5.20% for
the three  months ended March 31, 2008 to 4.72% for the three months ended March
31,  2009.  Offsetting  the  decrease  in yield was an  increase  in the average
balance of investment securities and mortgage-backed  securities of $9.1 million
for the three  months  period  ending  March 31, 2009 as compared  with the same
period in 2008.

      Interest income from federal funds decreased during the three months ended
March 31, 2009 to $14,000 as compared  with  $65,000  for the 2008  period.  The
decrease in interest  income is primarily  due to a decrease of 283 basis points
in the  average  yield  offset by an  increase  in the  average  balance of $2.7
million.

      Interest income from equity securities decreased $171,000 as a result of a
decrease in the average  balances  of $12.7  million for the three month  period
ending March 31, 2009 as compared with the same period in 2008.  The decrease in
the average balance was the result of the continued decline in market values for
equity securities during 2008.

      INTEREST  EXPENSE.  Interest expense was $2.2 million for the three months
ended  March 31,  2009,  a decrease of $829,000 or 27.6% from the same period in
2008. The decrease in interest  expense is due to a decrease in interest paid on
deposit  accounts.  Interest  expense on borrowed funds totaled $556,000 for the
first quarter of 2009  compared  with $666,000 for the 2008 period.  The average
balance of borrowings  decreased $9.0 million for the three months period ending
March 31, 2009 as compared  with the same  period in 2008.  Interest  expense on
deposits  decreased $717,000 and totaled $1.6 million for the three months ended
March 31, 2009 as compared to $2.3  million for the three month  period in 2008.
The average cost of deposits  was 1.75% for the three month period  ending March
31, 2009  compared  with 2.75% for the three month period in 2008.  In addition,
the average balance of deposit  accounts  increased $32.7 million from the three
months ended March 31, 2008 to the three months ended March 31, 2009.

      PROVISION  FOR LOAN LOSSES.  There were no  provisions  for possible  loan
losses made during the first  quarters of 2009 and 2008.  The allowance for loan
losses was $2.5  million for the three months ended March 31, 2009 and March 31,
2008. The ratio of the net loan loss  allowance to loans  receivable is 0.86% at
March 31, 2009 as compared  with a ratio of 0.89% of loans  receivable  at March
31, 2008.  Management  continues to monitor changes in the loan portfolio mix in
response to the  redirection  of loan asset  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  the level of  allowance to maintain it at a level which is
considers adequate to provide for probable incurred loan losses.

      OTHER INCOME. Other operating income increased by $1.3 million for the
three-month period ending March 31, 2009 compared with the same period in 2008
to $5.4 million from $4.0 million. The increase in other income was primarily
due to increases in commissions and fees on the sale of non-banking products
through the Company's subsidiaries for the three months ended March 31, 2009 as
compared with the same period during 2008. Commissions and fees on sales of
non-banking products was $4.1 million for the three months ended March 31, 2009
as compared to $3.5 million for the same period in 2008. In addition, the
non-cash change in fair value as of March 31, 2009 was $429,000 as compared to
$604,000 that was recognized as of March 31, 2008 in connection with the
adoption of FAS 159 for certain preferred and common equity securities. The
Company intends to hold these securities due to the dividend and other features
of the securities and therefore does not expect to realize the loss recorded.
Net investment gains for the three months ended March 31, 2009 were

                                  Page 22 of 29

<PAGE>

$238,000  compared  with net  investment  losses of $4,000 for the three  months
ended March 31, 2008.

      OTHER EXPENSES.  Other operating  expenses increased by $742,000 or 10.4%,
to $7.9  million for the three months ended March 31, 2009 from $7.2 million for
the same period in 2008. The increase in  non-interest  expense is primarily the
result of an increase in operating expenses associated with our insurance agency
and consulting  subsidiaries  associated with revenue increases. In addition, an
increase in premiums being assessed by the Federal Deposit Insurance Corporation
for the current calendar year has resulted in additional non-interest expense of
$172,000 for the three  months  ended March 31, 2009 as compared  with the three
months ended March 31, 2008.

      INCOME TAX. Income tax expense  increased to $412,000 for the three months
ended March 31, 2009 as compared to $155,000  for the first  quarter  2008.  Net
income  increased from $429,000 to $1.1 million for the three month period while
the  effective  tax rate  increased  to 27.0% for the three  months of 2009 from
26.5% for the three  months of 2008 to reflect the overall tax rate  expected to
be in effect for 2009.

      LIQUIDITY  AND CAPITAL  RESOURCES.  In addition to the  Company's  primary
funding sources of cash flow from banking and insurance 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  and fees from the sales of  insurance
products.  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 first quarter
of 2009,  loan  originations  totaled  $31.2  million  compared to $22.8 million
during the first quarter of 2008.  The purchases of  mortgage-backed  securities
totaled  $20.0  million  during the first  quarter of 2009 as  compared to $21.0
million  during the first  quarter of 2008.  The  purchases  of  mortgage-backed
securities  were  funded  due to  additional  liquidity  provided  by  increased
deposits.

      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 lending,  liquidity and asset
and liability management as needed.  During the first quarter of 2009 cash flows
provided by the sale,  principal  payments and maturity of securities  available
for sale was $29.2  million  compared  to $15.8  million  for the same period in
2008.

      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 March 31,  2009 the  Company  had
outstanding  commitments to originate loans of approximately $6.3 million, which
generally have an expiration  period of less than 120 days.  Commitments to sell
residential mortgages amounted to $6.9 million at March 31, 2009.

      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 $53.8 million at March 31, 2009 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-earning  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 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 March  31,  2009 the  total of cash,  interest-earnings
demand accounts and federal funds sold was $27.3 million.

                                  Page 23 of 29

<PAGE>

At March 31, 2009, 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 Under
                                                                                          For Capital          Prompt Corrective
                                                                    Actual             Adequacy Purposes       Action Provisions
                                                           ----------------------   ----------------------   ----------------------
                                                             Amount       Ratio       Amount       Ratio       Amount       Ratio
                                                                                    (Dollars in thousands)
<S>                                                        <C>            <C>       <C>            <C>       <C>            <C>
As of March 31, 2009:
   Total Capital
      (to Risk Weighted Assets)                            $   38,327       10.35%  $   29,619           8%  $   37,024          10%
   Tier I Capital
      (to Risk Weighted Assets)                            $   35,774        9.66%  $   14,810           4%  $   22,215           6%
   Tier I Capital
      (to Average Assets)                                  $   35,774        6.86%  $   20,858           4%  $   26,073           5%

<CAPTION>
                                                                                                                   To Be Well
                                                                                                               Capitalized Under
                                                                                          For Capital          Prompt Corrective
                                                                    Actual             Adequacy Purposes       Action Provisions
                                                           ----------------------   ----------------------   ----------------------
                                                             Amount       Ratio       Amount       Ratio       Amount       Ratio
                                                                                    (Dollars in thousands)
<S>                                                        <C>            <C>       <C>            <C>       <C>            <C>
As of December 31, 2008:
   Total Capital
      (to Risk Weighted Assets)                            $   37,214       10.21%  $   29,165           8%  $   36,457          10%
   Tier I Capital
      (to Risk Weighted Assets)                            $   34,590        9.49%  $   14,582           4%  $   21,873           6%
   Tier I Capital
      (to Average Assets)                                  $   34,590        6.64%  $   20,837           4%  $   26,046           5%
</TABLE>

                                  Page 24 of 29

<PAGE>

ONEIDA FINANCIAL CORP.
SELECTED FINANCIAL RATIOS
At and for  the  Three  Months  Ended March 31, 2009 and 2008 (unaudited)

(Annualized where appropriate)                               Three Months Ending
                                                                  March 31,
                                                               2009       2008
                                                             --------   --------
Performance Ratios:

   Return on average assets                                      0.82%     0.32%
   Return on average equity                                      8.07%     2.90%
   Net interest margin                                           3.56%     3.38%
   Efficiency Ratio                                             82.50%    90.63%
 Ratio of operating expense to average total assets              5.79%     5.42%
 Ratio of average interest-earning assets to average
   interest-bearing liabilities                                108.26%   110.81%

Asset Quality Ratios:

   Non-performing assets to total assets                         0.10%     0.09%
   Allowance for loan losses to non-performing loans           433.40%   577.78%
   Allowance for loan losses to loans receivable, net            0.86%     0.89%

Capital Ratios:

   Total stockholders' equity to total assets                    9.64%    10.83%
   Average equity to average assets                             10.12%    11.22%

                                  Page 25 of 29

<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 March 31, 2009, 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 2008 Annual Report to Stockholders.
There has been no material change in the Company's interest rate risk profile
since December 31, 2008.

ITEM 4T.    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 26 of 29

<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 1a     Risk Factors

      There has not been any material change in the risk factors disclosure from
that contained in the Company's 2008 Form 10-K for the fiscal year ended
December 31, 2008.

Item 2      Unregistered Sales of Equity Securities and Use of Proceeds

      There was no repurchase activity during the three months ended March 31,
2009. Our current repurchase plan of 250,000 was announced on February 13, 2008
and represents 3.2% of the common stock outstanding. The plan has no expiration
date.

                                  Page 27 of 29

<PAGE>

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 28 of 29

<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: May 14, 2009                       By: /s/ Michael R. Kallet
                                         -------------------------------------
                                         Michael R. Kallet
                                         President and Chief Executive Officer

Date: May 14, 2009                       By: /s/ Eric E. Stickels
                                         -------------------------------------
                                         Eric E. Stickels
                                         Executive Vice President and Chief
                                         Financial Officer

                                  Page 29 of 29