SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

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

      For the quarterly period ended June 30, 2002

                                    OR

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

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

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

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

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


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

     Indicate by check x whether the Registrant has filed all reports required
to be filed by Sections 13, or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: There were 4,859,385 shares
of the Registrant's common stock outstanding as of August 1, 2002.

<PAGE>


                             ONEIDA FINANCIAL CORP.
                                      INDEX

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

   Item 1.  Financial Statements

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

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

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

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

            Notes to Consolidated Financial Statements (unaudited)                       7

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

  Item 3.   Quantitative and Qualitative Disclosures about Market Risk                   20

PART II. OTHER INFORMATION                                                               21


<PAGE>


PART I.  FINANCIAL INFORMATION
            Item I.    Financial Statements
</TABLE>


                                     1 of 23

<PAGE>





<TABLE>
<CAPTION>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
At June 30, 2002 and December 31, 2001
                                                            (unaudited)     (audited)
                                                                At              At
                                                             June 30,       December 31,
                                                               2002            2001
                                                               ----            ----
<S>                                                      <C>             <C>
ASSETS                                                           (in thousands)
         Cash and due from banks                          $  13,301       $  11,851
         Federal funds sold                                  10,000           9,900
                                                          -------------------------
  TOTAL CASH AND CASH EQUIVALENTS                            23,301          21,751

         Investment securities, at fair value               105,642          78,390
         Mortgage-backed securities, at fair value           56,552          53,686

         Mortgage loans held for sale                         4,080           5,946

         Loans receivable                                   192,742         166,619
         Allowance for credit losses                         (2,423)         (1,672)
                                                          -------------------------
   LOANS RECEIVABLE, NET                                    190,319         164,947

         Bank premises and equipment, net                     9,978           8,015
         Accrued interest receivable                          2,461           2,028
         Other real estate                                      107              77
         Other assets                                         4,639           3,751
         Goodwill and other intangible assets                10,764           4,744
         Cash surrender value - life insurance                9,637           9,382
         --------------------------------------------------------------------------
         TOTAL ASSETS                                     $ 417,480       $ 352,717
         ==========================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
         Interest bearing deposits                        $ 251,638       $ 198,281
         Non-interest bearing deposits                       44,859          29,882
         Borrowings                                          71,100          76,600
         Other liabilities                                    3,265           2,940
                                                          -------------------------
TOTAL LIABILITIES                                           370,862         307,703
Stockholders' equity:
         Preferred stock, 1,000,000 shares authorized             0               0
         Common stock  ($.01 par value; 20,000,000
              shares authorized;  5,495,069 issued)              55              55
         Additional paid-in capital                          16,777          16,779
         Retained earnings                                   33,808          33,031
         Common shares issued under employee
               stock plans - unearned                          (874)           (874)
         Accumulated other comprehensive income (loss)          552            (157)
         Treasury stock (at cost, 437,550
                                    and 444,094 shares)      (3,156)         (3,198)
         Unearned stock compensation                           (544)           (622)
         --------------------------------------------------------------------------
   TOTAL STOCKHOLDERS' EQUITY                                46,618          45,014
         --------------------------------------------------------------------------
         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY                             $ 417,480       $ 352,717
         ==========================================================================
</TABLE>

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

                                  Page 2 of 23
<PAGE>





<TABLE>
<CAPTION>

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

                                                                     Three Months Ended              Six Months Ended
                                                                  June 30,        June 30,         June 30,        June 30,
                                                                    2002            2001             2002            2001
                                                                    ----            ----             ----            ----
                                                                      (in thousands, except Earnings Per Share Data)

<S>                                                            <C>             <C>                <C>              <C>
INTEREST INCOME:
         Interest and fees on loans                             $  3,384        $  3,578            6,585           7,196
         Interest on investment and mortgage-
                  backed securities                                1,630           1,872            3,169           3,663
         Dividends on equity securities                              228             252              455             544

         Interest on federal fund sold and
              interest-bearing deposits                               60              79              108             134
-------------------------------------------------------------------------------------------------------------------------
   Total interest and dividend income                              5,302           5,781           10,317          11,537
-------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
         Savings deposit                                             123             205              234             473
         Money market and Super NOW                                  145             150              282             320
         Time deposits                                             1,380           1,659            2,821           3,300
         Borrowings                                                  887           1,062            1,841           2,114
-------------------------------------------------------------------------------------------------------------------------
                  Total interest expense                           2,535           3,076            5,178           6,207
-------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME                                                2,767           2,705            5,139           5,330
         Less: Provision for credit losses                            80             120              270             240
-------------------------------------------------------------------------------------------------------------------------
   Net interest income after provision for credit losses           2,687           2,585            4,869           5,090
-------------------------------------------------------------------------------------------------------------------------
OTHER INCOME:
         Investment security gain(loss), net                           3             (26)               4             (10)
         Other operating income                                    1,937           1,655            3,976           3,210
-------------------------------------------------------------------------------------------------------------------------
   Total other income                                              1,940           1,629            3,980           3,200
-------------------------------------------------------------------------------------------------------------------------
OTHER EXPENSES:
         Compensation and employee benefits                        2,245           1,897            4,317           3,811
         Occupancy expenses, net                                     688             622            1,286           1,163
                                                                     725             685            1,404           1,384
-------------------------------------------------------------------------------------------------------------------------
   Total other expenses                                            3,658           3,204            7,007           6,358
-------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                                           969           1,010            1,842           1,932
-------------------------------------------------------------------------------------------------------------------------
   Provision for income taxes                                        258             313              518             593
-------------------------------------------------------------------------------------------------------------------------
    NET INCOME                                                  $    711        $    697            1,324        $  1,339
=========================================================================================================================
EARNINGS PER SHARE - BASIC                                      $   0.15        $   0.15         $   0.27        $   0.28
=========================================================================================================================
EARNINGS PER SHARE - DILUTED                                    $   0.14        $   0.14         $   0.26        $   0.28
=========================================================================================================================
</TABLE>

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

                                                     Page 3 of 23


<PAGE>

<TABLE>
<CAPTION>


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


                                                                  Three Months Ended                      Six Months Ended
                                                                        June 30,      June 30,       June 30,      June  30,
                                                                           2002          2001        2002             2001
                                                                                          (in thousands)

<S>                                                                         <C>         <C>               <C>         <C>
Net income                                                                  $   711     $   697           $     1,324 $       1,339

Other comprehensive income, net of tax:
           Unrealized gains on investment securities available for sale:
         Unrealized holding gains(losses)
             arising during period                                              500        (749)      1,186
                                                                                                                                193
         Less: reclassification adjustment for
                   gains(losses) included in net income                          (3)         26          (4)

                                                                                                                                 10
                                                                                                        497         (723)     1,182
                                                                                                                                203
         Income tax effect                                                     (199)        289        (473)

                                                                                                                                (81)
Other comprehensive income, net of tax                                          298        (434)        709                     122

      Comprehensive Income                                                  $ 1,009     $   263     $ 2,033     $

                                                                                                                              1,461
</TABLE>


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

                                  Page 4 of 23

<PAGE>

<TABLE>
<CAPTION>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended and Six Months Ended June 30, 2002 (unaudited) and
2001 (unaudited )
                                                                                     Three Months Ended         Six Months Ended
                                                                                  June 30,      June 30,     June 30,     June 30,
                                                                                    2002          2001         2002         2001
                                                                                    ----          ----         ----         ----
<S>                                                                             <C>           <C>         <C>          <C>
     Operating Activities:                                                                         (in thousands)
   Net income                                                                    $    711     $    697     $  1,324     $  1,339
   Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation and amortization                                                   255          295          476          596
      Amortization of premiums/discounts on securities, net                            17           16           62           30
      Provision for credit losses and other real estate losses                         80          120          270          240
      Provision for investment losses                                                   0            0          256            0
      Stock compensation earned                                                        39           39           78           79
      Loss on sale of other real estate                                                14            0           19            0
      (Gain) Loss on sale/call of securities, net                                      (3)          26           (4)          10
      Gain on sale of loans, net                                                      (22)         (22)        (121)         (37)
      Income tax payable                                                              104          (18)        (110)        (122)
      Accrued interest receivable                                                     (70)         (82)          12          121
      Other assets                                                                   (519)         (73)        (874)      (1,408)
      Other liabilities                                                              (312)         198          (89)       1,224
      Origination of loans held for sale                                           (2,574)      (9,560)     (11,629)     (14,027)
      Proceeds from sales of loans                                                  2,340        8,512       13,616       12,533
------------------------------------------------------------------------------------------------------------------------------------
          Net cash provided by operating activities                                    60          148        3,286          578
------------------------------------------------------------------------------------------------------------------------------------
Investing Activities:
  Purchase of investment securities                                               (16,052)      (6,972)     (29,740)     (25,290)
  Principal collected on and proceeds of maturities
      sales or calls from investments                                              17,985       14,317       25,621       42,984

  Purchase of mortgage-backed securities                                           (3,007)     (13,051)      (8.031)     (20,882)

  Principal collected on and proceeds from sales
     of  mortgage-backed securities                                                 4,600        3,425       12,043
                                                                                                                           6,323
  Net decrease (increase) in loans                                                  1,475          821        1,039
                                                                                                                            (253)
  Purchase of bank premises and equipment                                            (685)        (808)      (1,484)
                                                                                                                          (1,150)
  Proceeds from sale of other real estate                                              91            0          147
                                                                                                                              55
  Purchase of SBC Financial Corp, net of cash acquired                             (3,328)           0       (3,328)           0
  Purchase of insurance agencies                                                     (183)           0         (183)        (965)
  Purchase of life insurance                                                            0            0            0       (9,000)
------------------------------------------------------------------------------------------------------------------------------------
          Net cash provided by(used in) investing activities                          896       (2,268)      (3,916)       (8,178)
------------------------------------------------------------------------------------------------------------------------------------

Financing Activities:
  Net increase in demand deposit, savings,
      money market, super now and escrow                                            9,517        4,542       12,847
                                                                                                                           5,243
  Net (decrease) increase in time deposits                                         (3,264)       1,926       (4,661)
                                                                                                                           6,234
  Proceeds from borrowings                                                          2,000        4,000        4,500
                                                                                                                          11,500
  Repayment of borrowings                                                          (7,500)           0      (10,000)
                                                                                                                          (7,000)
  Cash dividends                                                                       (1)           0         (549)
                                                                                                                            (603)
  Purchase of treasury stock                                                            0            0
                                                                                                                 (3)         (18)
 Exercise of stock options (using treasury stock)                                      34           13           46           13
  ----------------------------------------------------------------------------------------------------------------------------------
          Net cash provided by financing activities                                   786       10,481        2,180         15,369
 -----------------------------------------------------------------------------------------------------------------------------------

Increase in cash and cash equivalents                                               1,742        8,361        1,550
                                                                                                                           7,769

Cash and cash equivalents at beginning of period                                   21,559        8,225       21,751
                                                                                                                           8,817

Cash and cash equivalents at end of period                                       $ 23,301     $ 16,586     $ 23,301     $ 16,586
====================================================================================================================================
</TABLE>


                                            Page 5 of 23


<PAGE>


<TABLE>
<CAPTION>

<S>                                                         <C>          <C>         <C>         <C>
Supplemental disclosures of cash flow information:
Cash paid for interest                                       2,554       3,145        5,131       6,275
Cash paid for income taxes                                     155         331          620         551
Non-cash investing activities:
Unrealized gain on investment and mortgage-backed
     securities designated as available for sale               497        (723)       1,182
                                                                                                    203
Transfer of loans to other real estate                           0         239           25         239

</TABLE>

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




                                  Page 6 of 23


<PAGE>


                             Oneida Financial Corp.
                   Notes to Consolidated Financial Statements

                                   (Unaudited)
                                  June 30, 2002

Note A - Basis of Presentation

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

Note B - Earnings Per Share

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

<TABLE>
<CAPTION>

                                               Income              Shares          Per Share
<S>                                           <C>                 <C>               <C>
June 30, 2002:
--------------

Net income (Three Months Ended)                $  711,250


Basic Earnings Per Share:                      $  711,250          4,848,641         $   0.15
                                                                                     --------

Effect of dilutive securities:
         Stock options and awards                       0            175,345
                                               -----------------------------
Diluted Earnings Per Share                     $  711,250          5,023,986         $   0.14
                                                                                     --------

June 30, 2001:
Net income (Three Months Ended)                $  696,692


Basic Earnings Per Share                       $  696,692          4,790,150         $   0.15
                                                                                     --------
Effect of dilutive securities:
         Stock options and awards                       0             67,345
                                               -----------------------------
Diluted Earnings Per Share                     $  696,692          4,857,495         $   0.14
                                                                                     --------

June 30, 2002:

Net income (Six Months Ended)                  $1,323,867


Basic Earnings Per Share:                      $1,323,867          4,839,057         $   0.27
                                                                                     --------
Effect of dilutive securities:
         Stock options and awards                       0            161,052
                                               -----------------------------
Diluted Earnings Per Share                     $1,323,867          5,000,109         $   0.26
                                                                                     --------

June 30, 2001:
Net income (Six Months Ended)                  $1,339,312


Basic Earnings Per Share                       $1,339,312          4,775,942         $   0.28
                                                                                     --------
Effect of dilutive securities:
         Stock options and awards                       0             53,329
                                               -----------------------------
Diluted Earnings Per Share                     $1,339,312          4,829,271         $   0.28
                                                                                     --------
</TABLE>

<PAGE>


                                                     Page 7 of 23

Note C - Nature of Operations

On October 2, 2000, the Bank completed its acquisition of Bailey & Haskell
Associates, Inc., an insurance agency (the "Agency"). The Bank paid $3,075,000
in cash and $500,000 in Company stock, of which 45,496 shares of stock were
issued in January 2001, to the Agency's shareholders. Goodwill in the amount of
$3,350,000 was recorded in conjunction with the transaction. Under terms of the
agreement, contingent purchase payments based on future performance levels may
be made over a five-year period ending in 2005. As of March 31, 2002, $182,291
additional goodwill was recorded for the contingent purchase payment for 2001.

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

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

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

On May 31, 2002, the Bank completed its acquisition of the State Bank of
Chittenango (SBC); a New York State chartered commercial bank. The results of
SBC's operations have been included in the consolidated financial statements
since that date. The Bank paid $11.9 million or $102.60 in cash for each of the
116,079 shares of common stock outstanding in SBC Financial Corporation. Assets
acquired as a result of the acquisition totaled $66.8 million and resulted in
additional goodwill and core deposit intangible of approximately $6.0 million.
Amortization expense of the core deposit intangible approximated $7,000 for the
three months and six months ended June 30,2002.

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

                                                                  (in thousands)
                  Cash and cash equivalents                            $  8,593
                  Investment and mortgage-backed securities              29,146
                  Loans receivable, net                                  26,706
                  Other assets                                            2,381
                                                                           -----
                           Total assets acquired                         66,826
                  Deposits                                             (60,146)
                  Other liabilities                                        (421)
                                                                           -----
                           Net assets acquired                         $  6,259
                                                                       ========

The Company is in the process of obtaining valuation information of certain
assets; thus, the allocation of the purchase price is subject to refinement.

The following represents proforma information on the results of operations for
the three months ended and six months ended as of June 30, 2002 and 2001:

<TABLE>
<CAPTION>
                                    For the Three Months Ended     For the Six Months Ended
                                    June 30,         June 30,      June30,        June 30,
                                      2002             2001          2002          2001
                                      ----             ----         ----         ----
                                            (in thousands, except for per share data)

<S>                                   <C>           <C>           <C>             <C>
Net interest income
Oneida Financial Corp.                $2,767         $2,705         $5,139         $5,330
State Bank of Chittenango                562            553            910          1,094
                                      ------         ------         ------         ------
Combined                              $3,329         $3,258         $6,049         $6,424
                                      ======         ======         ======         ======

<PAGE>
                                  Page 8 of 23




Net income
Oneida Financial Corp.               $  711         $  697         $1,324         $1,339
State Bank of Chittenango                98             98            123            186
                                     ------         ------         ------         ------
Combined                             $  809         $  795         $1,447         $1,525
                                     ======         ======         ======         ======

Earnings per share
Oneida Financial Corp.               $ 0.15         $ 0.15         $ 0.27         $ 0.28
State Bank of Chittenango              0.02           0.02           0.03           0.04
                                     ------         ------         ------         ------
Combined                             $ 0.17         $ 0.17         $ 0.30         $ 0.32
                                     ======         ======         ======         ======
</TABLE>

Note D - New Pronouncements

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

<TABLE>
<CAPTION>
                                                        For the Three Months Ended      For the Six Months Ended
                                                     June 30,        June 30,           June 30,          June 20,
                                                      2002             2001               2002              2001
                                                      ----             ----               ----              ----
                                                         (In thousands, except for Earnings Per Share Data)
<S>                                                  <C>               <C>              <C>               <C>
Reported net income                                  $711              $697             $1,324            $1,339
Add back:  Goodwill amortization, net of tax            0                59                  0               119
Adjusted Net income                                  $711              $756             $1,324            $1,458
                                                     ====              ====             ======            ======

Basic earnings per share:
Reported net income                                  $0.15            $0.15              $0.27             $0.28
Goodwill amortization, net of tax                        0             0.01                  0              0.03
Adjusted net income                                  $0.15            $0.16              $0.27             $0.31
                                                     =====            =====              =====             =====

Note D - New Pronouncements (continued)

Diluted earnings per share:
Reported net income                                 $0.14             $0.14              $0.26             $0.28
Goodwill amortization, net of tax                       0              0.02                  0              0.02
                                                  -------            ------           --------            ------
Adjusted net income                                 $0.14             $0.16              $0.26             $0.30
                                                    =====             =====              =====             =====
</TABLE>


Note E - Charter Conversion

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

Note F - Dividend Restrictions

Oneida Financial MHC, which owns 2,873,167 or 56.88% of the outstanding shares
as of June 30, 2002 of Oneida Financial Corp., had filed a notice with the OTS
regarding its intent to waive its right to receive cash dividends declared by
Oneida Financial Corp. The notice was approved by the OTS subject to the
condition that Oneida Financial Corp.'s retained earnings be restricted by the
dollar amount of dividends waived by Oneida Financial MHC. As of June 30, 2002
and December 31, 2001, the retained earnings restricted for cash dividends
waived was $1,417,429 and $689,560, respectively.



                                  Page 9 of 23
<PAGE>


Note G - Stock Split

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

Note H - Allowance for Credit Losses

The allowance for credit losses decreased $211,000 net of the allowance for
credit losses of State Bank of Chittenango to $2.4 million at June 30, 2002. The
decrease in the allowance is due in part to one commercial loan charged off
during the first quarter of 2002 and due to a change in the methodology used by
management in determining the adequacy of the allowance for credit losses. The
allowance is established based upon management's evaluation of the probable and
estimable losses in the loan portfolio, the composition of the loan portfolio
and other quantitative and qualitative factors. Management monitors and modifies
the level of the allowance for credit losses in order to maintain a level
considered adequate to provide for potential loan losses. Annually, management
evaluates the adequacy of the allowance and determines the appropriate level of
provision of credit losses by applying fixed percentages to each category of
performing loans and classified loans. Management has updated the fixed
percentages to be applied during 2002 to each loan category based on net
charge-off experience and delinquencies over the past five years and currently.
Utilization of a similar methodology as applied during 2001 would have resulted
in additional provisions charged against earnings during the first quarter of
2002 of approximately $250,000. Management believes that the current method of
determining the adequacy of the allowance for credit losses is prudent in light
of the evaluation and review of the fair value of underlying collateral,
economic conditions, historic loan loss experience and geographic
concentrations. Offsetting the decrease in the allowance due to the change in
methodology was the addition of SBC's allowance for credit losses of $962,000 as
of May 31, 2002. At June 30, 2002 the allowance for credit losses as a
percentage of net loans receivable was 1.25% as compared to 1.03% on June 30,
2001.

Note I - Segment Information

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

                                                               Three Months Ended June 30, 2002
                                                              --------------------------------
                                                                             2002
                                                  --------------------------------------------------------
                                                   Banking                Insurance
                                                     Activities         Activities               Total

<S>                                                     <C>                 <C>                 <C>
Net interest income                                     $2,767              $   --              $2,767
Provision for credit losses                                 80                  --                  80
                                                        ------              ------              ------
         Net interest income after provision
                  for credit losses                      2,687                  --               2,687
Other income                                               552               1,388               1,940
Other expenses                                           2,489               1,169               3,658
                                                        ------              ------              ------
         Income before income taxes                        750                 219                 969
Income tax expense                                         184                  74                 258
                                                        ------              ------              ------
         Net income                                     $  566              $  145              $  711
                                                        ======              ======              ======

</TABLE>

                                  Page 10 of 23
<PAGE>


<TABLE>
<CAPTION>


                                                                    Three Months Ended June 30, 2001
                                                           -------------------------------------------------
                                                                                2001
                                                           -------------------------------------------------
                                                            Banking             Insurance
                                                           Activities           Activities            Total

<S>                                                           <C>                 <C>                 <C>
Net interest income                                           $2,705              $   --              $2,705
                                                              ------                ----              ------
Provision for credit losses                                      120                  --                 120

         Net interest income after provision
                  for credit losses                            2,585                  --               2,585
Other income                                                     456               1,173               1,629
Other expenses                                                 2,185               1,019               3,204
                                                              ------                ----              ------
         Income before income taxes                              856                 154               1,010
Income tax expense                                               265                  48                 313
                                                              ------                ----              ------
         Net income                                           $  591              $  106              $  697



                                                                    Six Months Ended June 30, 2002
                                                           -------------------------------------------------
                                                                                2002
                                                           -------------------------------------------------
                                                             Banking            Insurance
                                                           Activities           Activities            Total

Net interest income                                           $5,139              $   --              $5,139
Provision for credit losses                                      270                  --                 270
                                                              ------                ----              ------
         Net interest income after provision
                  for credit losses                            4,869                  --               4,869
Other income                                                   1,184               2,796               3,980
Other expenses                                                 4,758               2,249               7,007
                                                              ------                ----              ------
         Income before income taxes                            1,295                 547               1,842
Income tax expense                                               332                 186                 518
                                                              ------                ----              ------
         Net income                                           $  963              $  361              $1,324

</TABLE>

                                  Page 11 of 23
<PAGE>



<TABLE>
<CAPTION>

                                                                    Six Months Ended June 30, 2001
                                                           -------------------------------------------------
                                                                                2001
                                                           -------------------------------------------------
                                                            Banking             Insurance
                                                           Activities           Activities            Total

<S>                                                           <C>                 <C>                 <C>
Net interest income                                           $5,330              $   --              $5,330
Provision for credit losses                                      240                  --                 240

         Net interest income after provision
                  for credit losses                            5,090                  --               5,090
Other income                                                     837               2,363               3,200
Other expenses                                                 4,353               2,005               6,358

         Income before income taxes                            1,574                 358               1,932
Income tax expense                                               483                 110                 593

         Net income                                           $1,091              $  248              $1,339

</TABLE>

                                  Page 12 of 23
<PAGE>





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

                                  Page 13 of 23


<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 raised and
retained in the initial public stock offering.  Consequently,  the net income of
the Company is primary  derived from its  investment in the Bank. The Bank's net
income  is  primarily  dependent  on  its  net  interest  income,  which  is the
difference   between  interest  income  earned  on  its  investments  in  loans,
investment  securities  and  mortgage-backed  securities  and its  cost of funds
consisting of interest paid on deposits and borrowings. The Bank's net income is
also affected by its provision  for credit  losses,  as well as by the amount of
other income,  including income from fees and service  charges,  revenue derived
from the insurance agency  activities of the Bank, net gains and losses on sales
of investments and loans, and operating  expenses such as employee  compensation
and benefits,  occupancy and equipment  costs and income taxes.  Earnings of the
Bank are  also  affected  significantly  by  general  economic  and  competitive
conditions,  particularly  changes in market  interest  rates,  which tend to be
highly cyclical, and government policies and actions of regulatory  authorities,
which  events are beyond the control of the Bank.  At December 31, 2001 and June
30, 2002 the Company had 4,828,927  shares and 4,857,585  shares  outstanding of
which 2,873,167 were held by Oneida  Financial MHC, the Company's mutual holding
company parent.


RECENT DEVELOPMENTS

     On May 31, 2002,  the Bank  completed its  acquisition of the State Bank of
Chittenango;  a New York State  chartered  commercial  bank. The Bank paid $11.9
million  or  $102.60  in cash for each of the  116,079  shares of  common  stock
outstanding  in SBC Financial  Corporation.  Assets  acquired as a result of the
acquisition  totaled $66.8 million and resulted in additional  goodwill and core
deposit  intangible of approximately $6.0 million.  Amortization  expense of the
core deposit intangible  approximated $7,000 for the three months and six months
ended June 30,2002.

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

         The Company announced a cash dividend to all shareholders of record as
of July 16, 2002 of $0.26 per share of common stock, payable on August 6, 2002.


<PAGE>


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

FINANCIAL CONDITION

     ASSETS.  Total assets at June 30, 2002 were $417.5 million,  an increase of
$64.8  million from $352.7  million at December 31, 2001.  The  Company's  asset
growth is primarily due to the acquisition of State Bank of Chittenango.  Assets
acquired as of the  completion of the  acquisition  totaled $66.8  million.  The
merger of the two companies provided $26.7 million in loans receivable and $29.1
million in investment and mortgage-backed  securities.  The acquisition resulted
in the additional  goodwill and core deposit  intangible of  approximately  $6.0
million. Partially offsetting the increase in assets was a decrease in net loans
receivable of $3.2 million, net of State Bank of Chittenango loans. The decrease
in net  loans  receivable  is due to the sale of  $13.6  million  in fixed  rate
one-to-four family residential loans during 2002.

     The allowance for credit losses decreased $211,000 net of the allowance for
credit losses of State Bank of Chittenango to $2.4 million at June 30, 2002. The
decrease in the  allowance  is due in part to one  commercial  loan  charged-off
during the first quarter of 2002 and due to a change in the methodology  used by
management in determining  the adequacy of the allowance for credit losses.  The
allowance is established based upon management's  evaluation of the probable and
estimable  losses in the loan  portfolio,  the composition of the loan portfolio
and other quantitative and qualitative factors. Management monitors and modifies
the  level of the  allowance  for  credit  losses in order to  maintain  a level
considered adequate to provide for potential loan losses.  Annually,  management
evaluates the adequacy of the allowance and determines the appropriate  level of
provision of credit  losses by applying  fixed  percentages  to each category of
performing  loans  and  classified  loans.  Management  has  updated  the  fixed
percentages  to be  applied  during  2002 to each  loan  category  based  on net
charge-off  experience and delinquencies over the past five years and currently.
Utilization of a similar  methodology as applied during 2001 would have resulted
in additional  provisions  charged against  earnings during the first quarter of
2002 of approximately  $250,000.  Management believes that the current method of
determining  the adequacy of the allowance for credit losses is prudent in light
of the  evaluation  and  review  of the  fair  value of  underlying  collateral,
economic   conditions,    historic   loan   loss   experience   and   geographic
concentrations.  Offsetting  the decrease in the  allowance due to the change in
methodology was the addition of SBC's allowance for credit losses of $962,000 as
of May 31,  2002.  At June  30,  2002  the  allowance  for  credit  losses  as a
percentage  of net loans  receivable  was 1.25% as compared to 1.03% on June 30,
2001.

     LIABILITIES.  Total  liabilities  increased  by $63.1  million  or 20.5% to
$370.9  million at June 30, 2002 from $307.7  million at December 31, 2001.  The
increase  is  primarily  the  result of $60.1  million  in  deposits  assumed in
connection with the acquisition of State Bank of Chittenango. The Bank continues
to  emphasize  core  deposits  and checking  accounts,  which  increased by $2.3
million since December 31, 2001. In addition,  lower yielding  savings and Money
Market/NOW  accounts  increased  $6.9.  Certificates  of deposit  decreased $3.3
million or by 2.7% since  December 31, 2001.  Borrowings  decreased $5.5 million
since December 31, 2001 due to repayment of maturing borrowings.

     STOCKHOLDERS' EQUITY. Total stockholders' equity at June 30, 2002 was $46.6
million,  an increase of $1.6 million  from $45.0  million at December 31, 2001.
The increase in  stockholders'  equity  reflects  the addition of after-tax  net
income of $1.3 million for the six months ended June 30, 2002 and an  adjustment
for the net  unrealized  gain on available  for sale  mortgage-backed  and other
investment  securities  at June 30, 2002 as compared  with  December 31, 2001. A
decrease in interest rates  generally has a positive  effect on the market value
of  the  Company's  investments  and  mortgage-backed   securities   portfolios.
Accumulated Other  Comprehensive  Income (Loss) increased $709,000 from December
31, 2001. The increases to total  stockholders'  equity were partially offset by
the payment of the Company's  semiannual  cash dividend of $0.38 resulting in an
equity reduction of $548,000.


<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 and six months ended June 30,
2002  and 2001  and for the  year  ended  December  31,  2001.  For the  periods
indicated,  the dollar amount of interest  income from average  interest-earning
assets and the  resultant  yields,  as well as the  interest  expense on average
interest-bearing   liabilities,   is  expressed  in  thousands  of  dollars  and
percentages.  No tax equivalent adjustments were made. The average balance is an
average daily balance.
<TABLE>
<CAPTION>

         TABLE 1.  Average Balance Sheet. (Quarterly)

                                                       Three Months Ended June 30,          Year Ended Dec. 31,
                                   -----------------------------------------------          -------------------
                                               2002                          2001                       2001
                                  Average    Interest           Average    Interest           Average   Interest
                                 Outstanding Earned/   Yield/ Outstanding  Earned/   Yield/ Outstanding  Earned/  Yield/
                                  Balance      Paid     Rate    Balance      Paid    Rate     Balance     Paid     Rate
                                  -------      ----     ----    -------      ----    ----    -------     ----     ----
<S>                               <C>          <C>     <C>     <C>        <C>      <C>       <C>        <C>      <C>
Interest-earning Assets:                                       (Dollars in Thousands)
------------------------

  Loans Receivable*                $179,927     $3,384  7.52%    $168,542   $3,578   8.49%    $169,831   $14,232   8.38%
  Investment Securities             137,861      1,815  5.27%     118,967    2,056   6.91%     122,372     7,724   6.31%
  Federal Funds                      12,117         60  1.98%       7,749       79   4.08%       6,935       246   3.55%
  Equity Securities                   5,543        43   3.10%      6,362        68   4.28%       6,325       259   4.09%
                                      -----        ---  -----      ------      ---   -----      ------      ----   -----
    Total Interest-earning         335,448      5,302   6.32%    301,620     5,781   7.67%     305,463    22,461   7.35%
                                   --------     ------  -----    --------   ------  -----     --------   -------   -----
Assets
Interest-bearing Liabilities:
  Money Market Deposits             $27,314       $135  1.98%     $17,181     $120   2.79%     $18,317      $547   2.99%
  Savings Accounts                   86,390        123  0.56%      49,242      205   1.67%      48,083       834   1.73%
  Interest-bearing Checking           9,636         10  0.42%       8,953       30   1.34%       8,943       116   1.30%
  Time Deposits                     121,979      1,380  4.53%     112,012    1,659   5.92%     113,762     6,533   5.74%

Borrowings                          72,306         887  4.91%      75,281    1,062   5.64%      74,904     4,198   5.60%
                                    -------       ---  -----     -------    ------  -----      -------    ------   -----
    Total Interest-bearing Liabs   317,625      2,535   3.19%     262,669    3,076   4.68%     264,009    12,228   4.63%
                                   --------     ------  -----    --------   ------  -----     --------   -------   -----
    Net Interest Income                        $2,767                       $2,705                       $10,233
                                               =======                     =======                       =======
    Net Interest Spread                                 3.13%                        2.99%                         2.72%
                                                        =====                       =====                          =====
    Net Earning Assets             $17,823                        $38,951                      $41,454
                                   ========                      ========                      =======
   Net yield on average
      Interest-earning assets                    3.30%                        3.59%                         3.35%
                                                 =====                       =====                         =====
    Average interest-earning
      assets to average
      Interest-bearing liabs                   105.61%                      114.83%                       115.70%
                                               =======                     =======                       =======
</TABLE>


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




<PAGE>


<TABLE>
<CAPTION>
                                                       Six Months Ended June 30,        Year Ended Dec. 31,
                                -------------------------------------------------       --------------------
                                               2002                          2001                     2001

                                  Average    Interest           Average    Interest          Average   Interest
                                 Outstanding Earned/   Yield/ Outstanding  Earned/   Yield/Outstanding  Earned/  Yield/
                                  Balance      Paid     Rate    Balance      Paid    Rate    Balance     Paid     Rate
                                  -------      ----     ----    -------      ----    ----    -------     ----     ----
<S>                               <C>        <C>        <C>        <C>        <C>     <C>      <C>        <C>     <C>
Interest-earning Assets:                                       (  Dollars in Thousands)
------------------------

  Loans Receivable*                $175,321     $6,585  7.51%    $167,445     $7,196  8.60%    $169,831   $14,232   8.38%
  Investment Securities             132,361      3,539  5.35%     120,138      4,067  6.77%     122,372     7,724   6.31%
  Federal Funds                      12,715        108  1.70%       5,717        134  4.69%       6,935       246   3.55%
  Equity Securities                   6,254        85   2.72%      6,362        140   4.40%      6,325       259    4.09%
                                      -----        ---  -----      ------       ----  -----      ------      ----   -----
    Total Interest-earning         326,651     10,317   6.32%    299,662     11,537   7.70%    305,463    22,461    7.35%
                                   --------    -------  -----    --------    -------  -----    --------   -------   -----
Assets
Interest-bearing Liabilities:
  Money Market Deposits             $25,927       $261  2.01%     $16,663       $253  3.04%     $18,317      $547   2.99%
  Savings Accounts                   68,395        234  0.68%      48,483        473  1.95%      48,083       834   1.73%
  Interest-bearing Checking           9,005         21  0.47%       8,803         67  1.52%       8,943       116   1.30%
  Time Deposits                     119,611      2,821  4.72%     110,559      3,300  5.97%     113,762     6,533   5.74%

Borrowings                          74,453       1,841  4.95%     73,207      2,114   5.78%     74,904     4,198    5.60%
                                    -------      -----  -----     -------     ------  -----     -------    ------   -----
    Total Interest-bearing Liabs   297,391      5,178   3.48%    257,716      6,207   4.82%    264,009    12,228    4.63%
                                   --------     ------  -----    --------     ------  -----    --------   -------   -----
    Net Interest Income                        $5,139                        $5,330                      $10,233
                                               =======                       =======                     =======
    Net Interest Spread                                 2.83%                         2.88%                         2.72%
                                                        =====                         =====                         =====
    Net Earning Assets             $29,260                       $41,946                       $41,454
                                   ========                      ========                      =======
   Net yield on average
      Interest-earning assets                    3.15%                         3.56%                        3.35%
                                                 =====                         =====                        =====
    Average interest-earning
      assets to average
      Interest-bearing liabs                   109.84%                       116.28%                      115.70%
                                               =======                       =======                      =======
</TABLE>


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





RESULTS OF OPERATIONS

     GENERAL.  Net income for the three months ended June 30, 2002  increased by
$14,000 or 2.0% to $711,000 for the second quarter of 2002 from $697,000 for the
three months ended June 30, 2001.  The increase was due primarily to an increase
in net  interest  income and  non-interest  income as well as a decrease  in the
provision for credit  losses and provision for income taxes.  Net income for the
six months  ended  June 30,  2002  decreased  slightly  by $16,000  and was $1.3
million  for the six month  periods in both 2002 and 2001.  The  decrease in net
income  reflects a  decrease  in net  interest  income  and an  increase  in the
provision  for credit  losses,  non-interest  expense  offset by an  increase in
non-interest income and a decrease in the provision for income taxes.

     INTEREST  INCOME.  Interest  Income  decreased by $479,000 or 8.3%, to $5.3
million for the three  months  ended June 30,  2002 from $5.8  million for three
months  ended June 30,  2001.  For the six months  ended June 30, 2002  interest
income was $10.3  million,  a decrease of $1.2 million or 10.6% as compared with
the same period in 2001. The decrease in interest  income was primarily a result
of a decrease in interest income on loans  receivable of $194,000 for the second
quarter of 2002 and  $611,000  year to date.  In  addition,  interest  income on
investment and  mortgage-backed  securities  decreased $242,000 and $494,000 for
the three months ended and six months  ended June 30, 2002.  Dividend  income on
equity securities decreased $24,000 for the second quarter 2002 and $89,000 year
to date.  Interest income on federal funds decreased $19,000 and $26,000 for the
second quarter 2002 and year to date.  The reduction in interest  income was due
to the decrease in market  interest rates between the two periods as the Federal
Reserve reduced rates by 400 basis points from June 2001 to June 2002.

     The decrease in interest  income from loans is a result of a decrease of 97
basis  points in the average  yield to 7.52% at June 30, 2002 from 8.49% at June
30, 2001 offset by an increase of $11.4 million in the average  balance in loans
receivable  for the three months  ended June 30, 2002 as compared  with the same
period in 2001.

     Investment  income decreased as a result of a decrease in the average yield
of  investment  securities  of 164 basis  points to 5.27% at June 30,  2002 from
6.91% at June 30, 2001  partially  offset by an increase of $18.9 million in the
average balance of investment and mortgage-backed securities for the three month
period ended June 30,



<PAGE>

2002 as compared with the same period in 2001. For the six months ended June 30,
2002, the average balance of investments and mortgage-backed securities
increased $12.2 million with the average yield decreasing 142 basis points from
6.77% during the six month period in 2001 to 5.35% during the 2002 period.

     Interest income from federal funds decreased  during the three months ended
June 30,  2002 to $60,000 as compared  with  $79,000  for the 2001  period.  The
decrease  in  interest  income is due to a decrease  of 210 basis  points in the
average yield earned  partially  offset by an increase in the average balance of
$4.4  million.  The  increase  in the  average  balance  of fed  funds  reflects
management's  decision  to  invest  in  shorter-term  assets  during a period of
moderate loan growth.

     INTEREST  EXPENSE.  Interest  expense was $2.5 million for the three months
ended June 30,  2002,  a decrease  of  $541,000 or 17.6% from the same period in
2001. The decrease in interest  expense is due to a decrease in interest paid on
borrowed funds and deposit accounts.  Interest expense of borrowed funds totaled
$887,000 for the second  quarter of 2002 compared with $1.1 million for the 2001
period. The average cost of borrowed funds decreased 73 basis points to 4.91% as
of June 30,  2002 from  5.64% for the three  months  ended  June 30,  2001.  The
average balance outstanding of borrowings also decreased during the three months
ended June 30,  2002 at $72.3  million  compared  to $75.3  million for the same
period in 2001. Interest expense on deposits decreased by $367,000 for the three
months ended June 30, 2002 to $1.6 million, a decrease of 18.2%. The decrease in
interest  expense  on  deposits  was due to a 162 basis  point  decrease  in the
average cost of deposits  for the second  quarter  2002  partially  offset by an
increase  in the  average  balance on deposit  accounts  of $57.9  million.  The
average  balance of deposits  for the six months  ended June 30, 2002  increased
$38.4 million as compared with the same period of 2001.  This increase  offset a
decrease in the average rate paid of 146 basis points on deposits resulting in a
decrease in interest  expense for the six months of $757,000  compared  with the
prior year.

     PROVISION FOR CREDIT  LOSSES.  Total  provisions  for credit losses for the
three  months  ended June 30, 2002 were  $80,000 as  compared  to $120,000  made
during the same  period of 2001.  For the six months  ended June 30,  2002,  the
provision for credit losses was $270,000 compared to $240,000 for the comparable
period in 2001.  The  allowance  for credit  losses was $2.4 million or 1.25% of
loans  receivable  at June 30,  2002 as compared  with $1.7  million or 1.03% of
loans  receivable at June 30, 2001.  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  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.  Management adds to the allowance as management
assesses  losses that are  probable  and  reasonably  estimable.  See  Financial
Condition for further discussion of allowance for credit losses.

     OTHER  INCOME.  Other  operating  income  increased  by  $282,000  for  the
three-month period ending June 30, 2002 compared with the same period in 2001 to
$1.9 million from $1.7 million.  This improvement is primarily due to commission
income received from the insurance agencies of $1.4 million for the three months
ended June 30, 2002 as  compared  with $1.2  million for the same period  during
2001.  In addition,  there was an increase in fee income on deposit  accounts of
$71,000 from $180,000 during the 2001 period to $251,000 during the 2002 period.

     Investment  security gains, net increased $29,000 to $3,000 for the quarter
ended June 30, 2002 from a loss of $26,000 for the quarter  ended June 30, 2001.
For the six months ended June 30, 2002, investment security gains, net increased
$14,000  from a loss of  $10,000  for the  same  period  in  2001.  Included  in
investment  security  gains was a loss of $256,000  for an other than  temporary
decline in the value of an  investment  security.  The  investment  security was
written down to the fair market value as of March 31, 2002 and was realized as a
loss.  Offsetting this  write-down was investment  gains on the sales of certain
investments that totaled $257,000 during the first quarter of 2002.

         For the six months ended June 30, 2002, other operating income
increased $766,000 from $3.2 million as of June 30, 2001 to $4.0 million as of
June 30, 2002. The increase is primarily due to commission income received from
the insurance agencies at $2.8 million for the six months ended June 30, 2002 as
compared with $2.4 million for the same period during 2001. In addition, there
was an increase in the cash surrender value of $133,000 from the Bank Owned Life
Insurance during 2002 as compared with the same period in 2001 due to timing of
the purchase.

     OTHER EXPENSES. Other operating expenses increased by $454,000 or 14.2%, to
$3.7  million for the three months ended June 30, 2002 from $3.2 million for the
same period in 2001.  Compensation  increased $348,000 or 18.3% due to increases
in employee benefit expense as well as additional  expenses  associated with the
insurance  agency  subsidiaries  and the  purchase  of SBC.  Building  occupancy
increased $66,000, which resulted from additional expenses from insurance agency
subsidiaries and the addition of SBC facilities.



<PAGE>


     For the six  months  ended  June 30,  2002,  operating  expenses  increased
$649,000  to $7.0  million  from $6.4  million  for the six  months  ended  June
30,2001.  The increase was primarily the result of operating expenses associated
with the insurance agency subsidiaries.

     INCOME TAX. Income tax expense was $258,000 for the three months ended June
30,  2002,  a decrease of $55,000  from the second  quarter  2001  provision  of
$313,000.  The effective tax rate decreased to 26.7% for 2002 to date from 31.0%
for the three months of 2001.  For the six months ended,  the income tax expense
was $518,000 as compared to $593,000 for the same period in 2001.  The effective
tax rate  decreased to 28.1% for 2002 as compared  with 30.7% for the six months
ended June 30,2001.





<TABLE>
<CAPTION>

  ONEIDA FINANCIAL CORP.
  SELECTED FINANCIAL RATIOS
  At and for the Three  Months Ended and Six Months Ended  June 30, 2002 and June 30, 2001 (unaudited)

  (annualized where appropriate)
                                                                   Three Months Ending    Six Months Ending

                                                                        June 30,               June 30,

                                                                  2001         2002        2001        2002
                                                                  ----         ----        ----        ----

<S>                                                             <C>          <C>         <C>          <C>
  Performance Ratios:

       Return on average assets                                   0.74%        0.83%       0.72%       0.82%
       Return on average equity
       Net interest margin                                        6.12%        6.43%       5.80%       6.25%
       Efficiency Ratio                                           3.13%        3.59%       3.15%       3.56%
       Ratio of operating expense                                77.61%       71.51%      76.77%      72.44%

        to average total assets                                   3.82%        3.73%       3.86%       3.77%
     Ratio of average interest-earning assets  to
       average interest-bearing liabilities                     105.61%      114.83%     109.84%     116.28

Asset Quality Ratios:

            Non-performing assets to total assets
           Allowance for loan losses
            to non-performing loans
           Allowance for loan losses                              0.14%        0.11%       0.14%       0.11%
            to loans receivable, net
                                                                 525.60%    1247.45      525.60%    1247.45
                                                                   1.25%       1.03%       1.25%       1.03%
         Capital Ratios:

             Total shareholders' equity to total assets           11.17%      12.82%      11.17%      12.82%
             Average equity to average assets                     12.47%      13.05%      12.47%      13.05%

</TABLE>


<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 June 30, 2002, in a rising interest rate environment, Management
would expect that the Company's cost of shorter-term deposits might rise faster
than its earnings on longer-term loans and investments. Conversely, as interest
rates decrease, the prepayment of principal on loans and investments tends to
increase, causing the Company to invest funds in a lower rate environment. To
mitigate the effect of interest rate changes, Management has taken steps to
emphasize core deposits, monitor certificate of deposit rates to better match
asset changes, and sell substantially all newly originated longer term fixed
rate loans in the secondary market without recourse. Management believes this
approach will help reduce the exposure to interest rate fluctuations and enhance
long-term profitability.

     For a discussion of the Company's asset and liability management policies
as well as the potential impact of interest rate changes upon the earnings of
the Company, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in the Company's 2001 Annual Report to Stockholders.
The acquisition of SBC has not materially changed in the Company's risk profile.

                                  Page 20 of 23



<PAGE>


                             ONEIDA FINANCIAL CORP.
                                AND SUBSIDIARIES

                           Part II - Other Information


Item 1            Legal Proceedings


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

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

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

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

Item 2            Changes in Securities

                  None

Item 3            Default Upon Senior Securities

                  Not applicable.



<PAGE>


        Page 21 of 23









Item 4            Submission of Matters to a Vote of Security Holders

                  At the Annual Meeting of Shareholders, held on April 25, 2002,
                  shareholders voted on the following matters as follows:

                  Proposal No. 1 - Election of Directors
                                               For                     Withheld
                                               ---                     --------


                  Edward J. Clarke          3,172,816                  5,051
                  Rodney Kent               3,172,790                  5,077
                  Michael W. Milmoe         3,171,890                  5,977
                  Richard D. Myers          3,172,816                  5,051

                  Proposal No. 2 - Ratification of PricewaterhouseCoopers, LLP
                  as auditors for the Company for the fiscal year ended
                  December 31, 2002:

                  For               Against                   Withheld
                  -----------       -------------             -------------
                  3,171,985           3,309                      2,573

Item 5            Other Information

                  None


Item 6            Exhibits and Reports on Form 8-K

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


(b)              Acquisition or Disposition of Asset. On May 31, 2002,
                 Oneida Financial Corp. completed its acquisition of
                 SBC Financial Corporation. Form 8-K was filed on June
                 17, 2002 disclosing this event. As part of the
                 acquisition, SBC Financial Corporation's stockholders
                 received $102.60 per share for each share of SBC
                 Financial Corporation's common stock issued and
                 outstanding. The aggregate purchase price for the
                 transaction was approximately $11.9 million. The
                 transaction was accounted for using the purchase
                 method.
(c)      Exhibits.
               Exhibit 99.1 - Certification of Chief

               Executive Officer and Chief Financial Officer Pursuant to Section
          906 of the Sarbanes-Oxley Act of 2002


                                  Page 22 of 23

<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:    August 14, 2002         By:      /s/ Michael R. Kallet
                                          --------------------------------------
                                          Michael R. Kallet
                                          President and Chief Executive Officer


Date:    August 14, 2002         By:      /s/  Eric E. Stickels
                                          --------------------------------------
                                          Eric E. Stickels
                                          Senior Vice President and Chief
                                          Financial Officer


                                  Page 23 of 23


<PAGE>


                                  Exhibit 99.1



      Certification of Chief Executive Officer and Chief Financial Officer
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



Michael R. Kallet, Chief Executive Officer and Eric E. Stickels, Chief
Financial Officer of Oneida Financial

Corp. (the "Company") each certify in his capacity as an officer of the Company
that he has reviewed the quarterly report on

Form 10-Q for the quarter ended June 30, 2002 and that to his knowledge:

(1)  the report fully complies with the requirements of Sections 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  the information contained in the report fairly presents, in all material
     respects, the financial condition and results of operations of the Company



August 14, 2002                       /s/ Michael R. Kallet
----------------------                ---------------------------------
Date                                  Chief Executive Officer


August 14, 2002                       /s/ Eric E. Stickels
----------------------                --------------------------------------
Date                                  Chief Financial Officer