SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

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

     For the quarterly period ended September 30, 2001

                                    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 3,202,837 shares of
the Registrant's common stock outstanding as of November 1, 2001.

<PAGE>

                             ONEIDA FINANCIAL CORP.
                                      INDEX

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----

PART I.  FINANCIAL INFORMATION
    <S>           <C>                                                                        <C>
    Item 1.       Financial Statements                                                        1

         Consolidated Statements of  Condition (unaudited)                                    2
         As of September 30, 2001 and December 31, 2000 (audited)

         Consolidated Statements of Operations (unaudited)                                    3
         For the three months ended and nine months ended September 30, 2001 and 2000

         Consolidated Statements of Comprehensive Income (unaudited)                          4
         For the three months ended and nine months ended September 30, 2001 and 2000

         Consolidated Statements of Cash Flows (unaudited)                                    5
         For the three months ended and nine months ended September 30, 2001 and 2000

         Notes to Consolidated Financial Statements (unaudited)                               6

   Item 2.        Management's Discussion and Analysis of Financial Condition                10
                  and Results of Operations

   Item 3.        Quantitative and Qualitative Disclosures About Market Risk                 17

PART II. OTHER INFORMATION                                                                   18
</TABLE>


<PAGE>


PART I.      FINANCIAL INFORMATION

                      Item I.    Financial Statements








                                  Page 1 of 20

<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
At September 30, 2001 and December 31, 2000

<TABLE>
<CAPTION>
                                                                           At                      At
                                                                      September 30,            December 31,
                                                                          2001                    2000
                                                                          ----                    ----
ASSETS                                                               (in thousands)
<S>                                                                    <C>                     <C>
         Cash and due from banks                                       $   9,383               $   7,217
         Federal funds sold                                                8,900                   1,600
                                                                       ---------               ---------
  TOTAL CASH AND CASH EQUIVALENTS                                         18,283                   8,817

         Investment securities, at fair value                             72,811                  90,796
         Mortgage-backed securities, at fair value                        55,765                  40,473
                                                                       ---------               ---------
   TOTAL INVESTMENT SECURITIES                                           128,576                 131,269

         Mortgage loans held for sale                                      2,498                   1,109
         Loans receivable                                                169,139                 165,184
         Allowance for credit losses                                      (1,697)                 (1,632)
                                                                       ---------               ---------

   LOANS RECEIVABLE, NET                                                 167,442                 163,552

         Bank premises and equipment, net                                  7,022                   6,172
         Accrued interest receivable                                       2,108                   2,268
         Other real estate                                                    42                      55
         Intangible and other assets                                       8,025                   6,293
         Cash surrender value - life insurance                             9,255                       0
                                                                       ---------               ---------
         TOTAL ASSETS                                                  $ 343,251               $ 319,535
                                                                       =========               =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
         Interest bearing                                              $ 192,859               $ 180,084
         Non-interest bearing                                             26,854                  22,672
         Borrowings                                                       76,600                  72,100
         Other liabilities                                                 2,586                   2,421
         Income tax payable                                                  313                     413
                                                                       ---------               ---------
TOTAL LIABILITIES                                                        299,212                 277,690
Shareholders' equity:
         Preferred Stock (1,000,000 shares authorized)                         0                       0
         Common stock ( $.01 par value; 20,000,000
              shares authorized;  3,663,438 issued)                          366                     366
         Additional paid-in capital                                       16,307                  16,293
         Retained earnings                                                32,137                  31,176
         Common shares issued under employee
               stock plans - unearned                                     (1,021)                 (1,021)

         Accumulated other comprehensive income (loss)                       143                    (460)
         Treasury stock (at cost, 298,314
                                    and 349,010 shares)                   (3,231)                 (3,729)
         Unearned stock compensation                                        (662)                   (780)
                                                                       ---------               ---------
   TOTAL SHAREHOLDERS' EQUITY                                             44,039                  41,845
                                                                       ---------               ---------
         TOTAL LIABILITIES AND
         SHAREHOLDERS' EQUITY                                          $ 343,251               $ 319,535
                                                                       =========               =========
</TABLE>


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

                                  Page 2 of 20

<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended and Nine Months Ended
September 30, 2001 (unaudited) and 2000 (unaudited )

<TABLE>
<CAPTION>
                                                                          Three Months Ended               Nine Months Ended
                                                                     September 30,   September 30,     September 30,   September 30,
                                                                         2001             2000            2001             2000
                                                                         ----             ----            ----             ----
                                                                              (in thousands, except Earnings Per Share Data)
INTEREST INCOME:
<S>                                                                   <C>             <C>               <C>              <C>
         Interest and fees on loans                                   $  3,552        $  3,619          $ 10,748         $ 10,161
         Interest on investment and mortgage-
                  backed securities                                      1,663           1,870             5,326            5,207
         Dividends on equity securities                                    243             255               787              875
         Interest on federal fund sold and
              interest-bearing deposits                                     55               6               188               32
-----------------------------------------------------------------------------------------------------------------------------------
   Total interest and dividend income                                    5,513           5,750            17,049           16,275
-----------------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
         Savings deposit                                                   211             281               684              832
         Money market and Super NOW                                        185             179               505              522
         Time deposits                                                   1,637           1,476             4,937            4,204
         Borrowings                                                      1,080           1,093             3,194            2,854
-----------------------------------------------------------------------------------------------------------------------------------
                  Total interest expense                                 3,113           3,029             9,320            8,412
-----------------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME                                                      2,400           2,721             7,729            7,863
         Less: Provision for credit losses                                 120              85               360              235
-----------------------------------------------------------------------------------------------------------------------------------
   Net interest income after provision for credit losses                 2,280           2,636             7,369            7,628
-----------------------------------------------------------------------------------------------------------------------------------
OTHER INCOME:
         Investment security gain (losses), net                             54             (54)               44             (203)
         Other operating income                                          1,827             269             5,038              778
-----------------------------------------------------------------------------------------------------------------------------------
   Total other income                                                    1,881             215             5,082              575
-----------------------------------------------------------------------------------------------------------------------------------
OTHER EXPENSES:
         Compensation and employee benefits                              1,869           1,135             5,680            3,290
         Occupancy expenses, net                                           548             359             1,711            1,071
         Other operating expense                                           716             413             2,100            1,183
-----------------------------------------------------------------------------------------------------------------------------------
   Total other expenses                                                  3,133           1,907             9,491            5,544
-----------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                                               1,028             944             2,960            2,659
-----------------------------------------------------------------------------------------------------------------------------------
   Provision for income taxes                                              287             305               880              796
-----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                            $    741        $    639          $  2,080         $  1,863
===================================================================================================================================
EARNINGS PER SHARE - BASIC                                            $   0.23        $   0.20          $  0.65          $   0.58
EARNINGS PER SHARE - DILUTED                                          $   0.23        $   0.20          $  0.64          $   0.58
===================================================================================================================================
</TABLE>


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

                                  Page 3 of 20

<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended and Nine Months Ended
September 30, 2001 (unaudited) and 2000 (unaudited)


<TABLE>
<CAPTION>
                                                                     Three Months Ended             Nine Months Ended
                                                                 September 30,  September 30,  September 30,  September 30,
                                                                     2001           2000           2001           2000
                                                                     ----           ----           ----           ----
                                                                                      (in thousands)
<S>                                                                 <C>            <C>            <C>            <C>
Net income                                                          $   741        $   639        $ 2,080        $ 1,863
                                                                    -------        -------        -------        -------

Other comprehensive income, net of tax:
  Unrealized gains(losses) on assets available for sale:
       Unrealized holding gains (losses)
          arising during period                                         856            694          1,049          1,150
       Less: reclassification adjustment for
          (gains) losses included in net income                         (54)            54            (44)           203
                                                                    -------        -------        -------        -------
                                                                        802            748          1,005          1,353
       Net income tax effect                                           (321)          (299)          (402)          (541)
                                                                    -------        -------        -------        -------
Other comprehensive income, net of tax                                  481            449            603            812

Comprehensive Income                                                $ 1,222        $ 1,088        $ 2,683        $ 2,675
                                                                    =======        =======        =======        =======
</TABLE>



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

                                  Page 4 of 20

<PAGE>

ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended and Nine Months
Ended September 30, 2001 (unaudited) and 2000 (unaudited)

<TABLE>
<CAPTION>
                                                                        Three Months Ended           Nine Months Ended
                                                                   September 30,   September 30,  September 30,   September 30,
                                                                      2001             2000           2001            2000
                                                                      ----             ----           ----            ----
     Operating Activities:                                                               (in thousands)
<S>                                                                 <C>              <C>            <C>            <C>
   Net income                                                       $    741         $    639       $  2,080       $  1,863
   Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                                      285              175            881            515
      Amortization of premiums/discounts on securities, net               (5)             (34)            25            (62)
      Provision for credit losses and other real estate losses           120               85            360            235
      Provision for investment losses                                     79                0             79              0
      Stock compensation earned                                           39               39            118             65
      Loss on sale of other real estate                                   25                0             25              7
      Loss (Gain) on sale/call of securities, net                        (54)              54            (44)           203
      Gain on sale of loans, net                                         (51)              (8)           (88)           (16)
      Income tax payable                                                  22              100           (100)          (390)
      Accrued interest receivable                                         39             (515)           160           (635)
      Other assets                                                      (274)             (15)        (1,682)          (226)
      Other liabilities                                                 (558)             422            666            601
      Origination of loans held for sale                              (6,805)          (3,030)       (20,832)        (5,536)
      Proceeds from sales of loans                                     6,998            2,096         19,531          3,671
-----------------------------------------------------------------------------------------------------------------------------------
          Net cash provided by operating activities                      601                8          1,179            295
-----------------------------------------------------------------------------------------------------------------------------------
Investing Activities:
  Purchase of investment securities                                  (13,176)          (5,325)       (38,466)       (14,198)
  Principal collected on and proceeds of maturities
      sales or calls from investments                                 13,451            4,976         56,435         11,885
  Purchase of mortgage-backed securities                              (4,378)          (5,123)       (25,260)       (15,555)
  Principal collected on and proceeds from sales
     of  mortgage-backed securities                                    4,606            3,010         10,929          4,633
  Net decrease (increase) in loans                                    (4,277)          (5,000)        (4,531)       (15,089)
  Purchase of bank premises and equipment                               (323)            (785)        (1,474)        (1,350)
  Proceeds from sale of other real estate                                214               91            269            159
  Purchase of insurance agencies                                           0                0           (965)             0
  Purchase of life insurance                                               0                0         (9,000)             0
-----------------------------------------------------------------------------------------------------------------------------------
          Net cash used in investing activities                       (3,883)          (8,156)       (12,063)       (29,515)
-----------------------------------------------------------------------------------------------------------------------------------
Financing Activities:
  Net increase (decrease) in demand deposit, savings,
      money market, super now and escrow                               2,271            1,735          7,514          5,972
  Net increase in time deposits                                        3,209              330          9,443          2,035
  Proceeds from  borrowings                                            5,000           12,600         16,500         42,100
  Repayment of borrowings                                             (5,000)          (4,800)       (12,000)       (20,200)
  Cash dividends                                                        (517)            (569)        (1,119)        (1,115)
  Purchase of treasury stock                                               0             (440)           (17)        (1,693)
  Treasury stock reissued                                                 16                0             29              0
-----------------------------------------------------------------------------------------------------------------------------------
           Net cash provided by financing activities                   4,979            8,856         20,350         27,099
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                       1,697              708          9,466         (2,121)
-----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period                      16,586            5,986          8,817          8,815
-----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                            18,283            6,694         18,283          6,694
===================================================================================================================================
Supplemental disclosures of cash flow information:
Cash paid for interest                                                 2,989            2,908          9,264          8,251
Cash paid for income taxes                                               265              180            816            682
Non-cash investing activities:
Unrealized gain (loss) on investment and mortgage-backed
     securities designated as available for sale                         802              747          1,005          1,353
Transfer of loans to other real estate                                    42                0            281             72
===================================================================================================================================
</TABLE>

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

                                  Page 5 of 20

<PAGE>


                             Oneida Financial Corp.
                   Notes to Consolidated Financial Statements

                                   (Unaudited)
                               September 30, 2001


Note A - Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) necessary to fairly present the consolidated
financial position of the Oneida Financial Corp. (the "Company") at September
30, 2001 and the results of its consolidated operations and cash flows for the
period then ended have been included. Operating results for the three-month
period and nine-month period are not necessarily indicative of the results that
may be expected for the year ended December 31, 2001.

Note B - Earnings Per Share

Basic earnings per share is computed based on the weighted average shares
outstanding. 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 stock awards during the year. The following is a
reconciliation of basic to diluted earnings per share for the three months ended
and nine months ended September 30:

<TABLE>
<CAPTION>

                                              Income            Shares             Per Share
                                              ------            ------             ---------

For the Three Months Ended September 30, 2001:
----------------------------------------------
<S>                                         <C>               <C>                    <C>
Net income (Three Months Ended)             $741,014
                                            --------

Basic Earnings Per Share:                   $741,014         3,199,651               $0.23
                                                                                     -----
Effect of dilutive securities:
         Stock options and awards                  0            89,908
                                            --------------------------
Diluted Earnings Per Share                  $741,014         3,289,559               $0.23
                                                                                     -----

For the Six Months Ended September 30, 2001:
--------------------------------------------

Net income (Six Months Ended)               $2,080,326
                                            ----------

Basic Earnings Per Share:                   $2,080,326       3,189,308               $0.65
                                                                                     -----
Effect of dilutive securities:
         Stock options and awards                    0          65,146
                                            --------------------------
Diluted Earnings Per Share                  $2,080,326       3,254,454               $0.64
                                                                                     -----

For the Three Months Ended September 30, 2000:
----------------------------------------------

Net income (Three Months Ended)             $638,594
                                            --------

Basic Earnings Per Share:                   $638,594         3,161,198               $0.20
                                                                                     -----
Effect of dilutive securities:
         Stock options and awards                  0             2,847
                                            --------------------------
Diluted Earnings Per Share                  $638,594         3,164,045               $0.20
                                                                                     -----
</TABLE>


                                           Page 6 of 20

<PAGE>

<TABLE>
<CAPTION>
For the Six Months Ended September 30, 2000:
--------------------------------------------
<S>                                         <C>               <C>                    <C>
Net income (Six Months Ended)               $1,862,875
                                            ----------

Basic Earnings Per Share:                   $1,862,875       3,219,724               $0.58
                                                                                     -----
Effect of dilutive securities:
         Stock options and awards                    0           1,776
                                            --------------------------
Diluted Earnings Per Share                  $1,862,875       3,221,500               $0.58
                                                                                     -----
</TABLE>


Note C - Acquisition of Insurance Agencies

On October 2, 2000, the Oneida Savings Bank (the "Bank") completed its
acquisition of Bailey & Haskell Associates, Inc., an insurance agency (the
"Agency"). The Agency was acquired for $3,075,000 in cash and $500,000 in
Company stock to the Agency's shareholders. Goodwill in the amount of $3,350,000
was recorded in conjunction with the transaction. Goodwill is being
amortized over 15 years. Under terms of the acquisition agreement, contingent
purchase payments based on future performance levels may be made over a
five-year period beginning in the Bank's fiscal year 2001. On January 19, 2001,
45,496 shares of stock were issued in the amount of $500,000 after regulatory
approval was received.

On January 2, 2001, the Bank completed its acquisition of Noyes and LaLonde,
Inc., an insurance agency. The Bank agreed to pay $612,500 in cash, acquired
$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. Additionally, effective as of
January 1, 2001, the Bank also completed its acquisition of The Dunn Agency. The
Bank agreed to pay $247,500 in cash and established a note payable for $247,500
to be paid over 24 months with interest at 7.5% per annum to acquire 100% of the
capital stock of The Dunn Agency. Goodwill in the amount of $523,000 was
recorded in conjunction with this transaction. The goodwill for both
acquisitions is being amortized over 15 years.

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

Note D - Stock Compensation Plans

On April 25, 2000, shareholder approval was obtained for the Oneida Financial
Corp. 2000 Recognition and Retention Plan and the Oneida Financial Corp. 2000
Stock Option Plan. The plans authorize 83,238 and 166,475 shares respectively of
the Company's common stock to be used for the purpose of granting awards and
options under the terms of the plans. Under the Recognition and Retention Plan,
74,000 shares have been awarded. The Company recorded $884,404 of unearned
compensation expense to be recognized over a five-year vesting period. As of
September 30, 2001, $222,000 has been expensed to date. The Stock Option plan
has awarded 150,500 shares of that authorized. All options granted have ten-year
terms and vest and become fully exercisable evenly over a five-year period. The
exercise price for each option share is the fair market value at the date of
grant, which was $10.625 on April 25, 2000.

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 as of September 30,
2001.

Note F - Dividend Restrictions

Oneida Financial MHC, which owns 1,915,445 or 56.92% of Oneida Financial Corp.,
had filed a notice with the OTS regarding its intent to waive its right to
receive cash dividends declared by Oneida Financial Corp. The notice was
approved by the OTS subject to the condition that Oneida Financial Corp.'s
retained earnings be restricted by the dollar amount of dividends waived by
Oneida Financial MHC. As of September 30, 2001, the retained earnings restricted
for cash dividends waived was $689,560.


                                  Page 7 of 20

<PAGE>

Note G - Segment Information

Based on the "management approach" model, the Company has determined that it has
two primary business segments, its banking franchise and its insurance
activities. For the three months ended and nine months ended September 30, 2001,
the Company's insurance activities consisted of those conducted through Bailey &
Haskell Associates, Inc., Noyes and LaLonde, Inc., and The Dunn Agency
subsidiaries. The acquisition for Bailey & Haskell Associates, Inc. was
completed in October 2000 and therefore segment information for the three months
ended and nine months ended September 30, 2000 is not presented. Information
about the Company's segments is presented in the following table for the periods
indicated (amounts in thousands):

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

<CAPTION>

                                                                Nine Months Ended September 30, 2001
                                                          -------------------------------------------------
                                                                               2001
                                                          -------------------------------------------------
                                                             Banking           Insurance
                                                            Activities         Activities         Total
                                                            ----------         ----------         -----

<S>                                                           <C>               <C>               <C>
Net interest income                                           7,729              --               7,729
Provision for credit losses                                     360              --                 360
                                                              -----             -----             -----
               Net interest income after provision
                             for credit losses                7,369              --               7,369
Other income                                                  1,442             3,640             5,082
Other expenses                                                6,550             2,941             9,491
                                                              -----             -----             -----
               Income before income taxes                     2,261               699             2,960
Income tax expense                                              672               208               880
                                                              -----             -----             -----
               Net income                                     1,589               491             2,080
                                                              =====             =====             =====
</TABLE>


                                  Page 8 of 20

<PAGE>

Note H -  Impact of New Accounting Standards

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. This statement bases the accounting for
goodwill on the units of the combined entity into which an acquired entity is
integrated. Under the new rule, goodwill will no longer be amortized but will be
subject to annual impairment tests in accordance with the Statement. Other
intangible assets will continue to be amortized over their useful lives. This
statement is effective for fiscal years beginning after December 15, 2001.
Accordingly, the Statement would apply to the Company beginning on January 1,
2002. The effect of this pronouncement is expected to have a material impact on
the Company's financial statements. Goodwill amortization for the nine months
ended September 30, 2001 totaled $257,000 or $0.08 per share. There was no
amortization for the nine months ended September 30, 2000.



                                  Page 9 of 20

<PAGE>


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



                                  Page 10 of 20


<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 the Bank. The Company
conducts no business other than holding the common stock of the Bank and general
investment activities resulting from the capital raised and retained in the
initial public stock offering. Consequently, the net income of the Company is
primarily derived from its investment in the Bank. The Bank's net income is
primarily dependent on its net interest income, which is the difference between
interest income earned on its investments in loans, investment securities and
mortgage-backed securities and its cost of funds consisting of interest paid on
deposits and borrowings. The Bank's net income is also affected by its provision
for loan losses, as well as by the amount of other income, including income from
fees and service charges, revenue derived from the insurance agency activities
of the Bank, net gains and losses on sales of investments and loans, and
operating expenses such as employee compensation and benefits, occupancy and
equipment costs and income taxes. Earnings of the Bank are also affected
significantly by general economic and competitive conditions, particularly
changes in market interest rates, which tend to be highly cyclical, and
government policies and actions of regulatory authorities, which events are
beyond the control of the Bank. At December 31, 2000 and September 30, 2001 the
Company had 3,138,190 shares and 3,201,686 shares outstanding of which 1,915,445
were held by Oneida Financial MHC, the Company's mutual holding company parent.

RECENT DEVELOPMENTS

     On April 24, 2001, shareholder approval was obtained for a Plan of Charter
Conversion by which the Company would convert its charter from a Delaware
corporation to a Federal corporation chartered by the Office of Thrift
Supervision ("OTS"). The Company received regulatory approval from the OTS on
July 12, 2001 and completed the charter conversion on July 18, 2001. The Bank
retained its New York State savings bank charter.

     The Company paid its fifth consecutive semi-annual dividend on August 21,
2001. The dividend was paid to all shareholders of record as of August 7, 2001.
The dividend was paid at a rate of $0.36 per share of common stock, which
represented an increase of $0.18 per share. Oneida Financial MHC, which owns
56.92%, or 1,915,445 shares of Oneida Financial Corp. common stock was
authorized to waive its receipt of cash dividend payments by Oneida Financial
MHC Board action and subsequent OTS approval.

     On January 10, 2001 the Company announced its third 5% stock repurchase
program, representing 165,260 shares of the Company's common stock. To date, the
Company has reacquired 350,410 shares of which 1,400 were purchased in 2001. In
determining to purchase its common stock, the Company considers the price at
which the common stock is trading relative to the Company's earnings per share,
book value per share and market and economic factors generally, as well as other
factors.

                                  Page 11 of 20

<PAGE>

FINANCIAL CONDITION

     ASSETS. Total assets at September 30, 2001 were $343.3 million, an increase
of $23.7 million from $319.6 million at December 31, 2000. Asset growth was
supported by an increase of $7.3 million in federal funds sold as a result of
called Agency bond proceeds and fixed rate loans sold in the secondary market.
Net loans receivable increased $5.3 million since December 31, 2000. Management
has sought to increase the Bank's consumer and commercial business loan
portfolios with the intent of increasing the average yield on the Bank's
interest-earning assets. At September 30, 2001, total consumer and commercial
business loans increased by $8.6 million from December 31, 2000. Residential
loans decreased by $7.9 million since December 31, 2000, which total included
the sale of $19.5 million in the secondary market during the first nine months
of 2001. Historically, the principal lending activity of the Bank has been the
origination, for retention in its portfolio, of ARM loans collateralized by
one-to-four family residential real estate. In the current low interest rate
environment, borrowers have shown a preference for fixed-rate loans.
Consequently, in recent periods the Bank has originated fixed-rate one-to-four
family loans for resale in the secondary market without recourse and on a
servicing retained basis. In addition, the Bank purchased $9.0 million of Bank
Owned Life Insurance. The purchase of Bank Owned Life Insurance was recorded at
cash value on the balance sheet with increases in cash value to be recorded as
non-interest income in future periods. Other assets increased $1.7 million due
largely to goodwill recorded as part of the acquisition of two insurance
agencies as of January 1, 2001. Partially offsetting the increases to total
assets was a decrease of $2.7 million in investment and mortgage-backed
securities as a result of Agency bonds being called due to declines in market
rates and the Bank investing the money in other investments.

     LIABILITIES. Total liabilities increased by $21.5 million or 7.8% to $299.2
million at September 30, 2001 from $277.7 million at December 31, 2000. The
increase is primarily the result of an increase of $17.0 million in total
deposits as well as an increase of $4.5 million in borrowings. Core deposits and
checking accounts increased by $4.2 million since December 31, 2000. In
addition, certificate of deposit accounts increased $9.4 million since December
31, 2000, or by 8.6%.

     STOCKHOLDERS' EQUITY. Total stockholders' equity at September 30, 2001 was
$44.0 million, an increase of $2.2 million from $41.8 million at December 31,
2000. The increase in stockholders' equity was primarily a result of the
addition of after-tax net income of $2.1 million for the nine months ended
September 30, 2001. Furthermore, 45,496 shares of treasury stock were issued
during the first quarter as a portion of the purchase consideration resulting
from the acquisition of Bailey & Haskell Associates, Inc. The increase in
stockholder's equity was also due to an adjustment for the net unrealized gain
on available for sale mortgage-backed and other investment securities due to
lower market interest rates at September 30, 2001 as compared with December 31,
2000. The decrease in interest rates generally has a positive affect on the
market value of the Company's investments and mortgage-backed securities
portfolios. Accumulated Other Comprehensive Income (Loss) increased $604,000
from December 31, 2000. The increases to total stockholders' equity were offset
by the payment of the Company's semiannual dividend of $0.36 per share resulting
in a reduction of $517,000. The dividend payment represented an increase of
$0.18 cents per share from the previous dividend payment. As a result of the
Federal Charter conversion, Oneida Financial MHC which owns 56.92%% of the
common stock of Oneida Financial Corp., was able to waive its receipt of the
cash dividend payment. Total dividends paid during 2001 were $1.1 million.


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 rate earned or paid on the
assets or liabilities.

     AVERAGE BALANCE SHEET. The following tables set forth certain information
relating to the Company for the three months ended and nine months ended
September 30, 2001 and 2000 and for the year ended December 31, 2000. For the
periods indicated, the dollar amount of interest income from average
interest-earning assets and the resultant yields, as well as the interest
expense on average interest-bearing liabilities, is expressed in thousands of
dollars and percentages. No tax equivalent adjustments were made. The average
balance is an average daily balance.

                                  Page 12 of 20


<PAGE>

         TABLE 1.  Average Balance Sheet. (Quarterly)

<TABLE>
<CAPTION>
                                                Three Months Ended September 30,           Twelve Months Ended Dec. 31,
                                               2001                         2000                       2000
                                  Average    Interest           Average   Interest           Average   Interest
                                 Outstanding Earned/   Yield/ Outstanding  Earned/  Yield/ Outstanding  Earned/  Yield/
                                  Balance      Paid     Rate    Balance     Paid     Rate    Balance     Paid     Rate
                                  -------      ----     ----    -------     ----     ----    -------     ----     ----
Interest-earning Assets:                                           (Dollars in Thousands)
------------------------
<S>                                <C>          <C>     <C>      <C>         <C>     <C>      <C>        <C>       <C>
  Loans Receivable                 $170,811     $3,552  8.32%    $165,326    $3,619  8.76%    $161,920   $13,830   8.54%
  Investment Securities             125,390      1,848  5.90%     124,711     2,068  6.63%     121,339     8,004   6.60%
  Federal Funds                       6,190         55  3.55%         292         6  8.22%       1,274        67   5.26%
  Equity Securities                   6,282         58  3.69%       6,123        57   3.72%      5,700       239   4.19%
                                   --------     ------  -----    --------    ------  -----    --------   -------   -----
    Total Interest-earning          308,673      5,513  7.14%     296,452     5,750   7.76%    290,233    22,140   7.63%
                                   --------     ------  -----    --------    ------  -----    --------   -------   -----
Assets
Interest-bearing Liabilities:
  Money Market Deposits             $18,272       $155  3.37%     $16,988      $142  3.34%     $16,899      $568   3.36%
  Savings Accounts                   47,958        211  1.75%      46,922       281  2.40%      46,314     1,105   2.39%
  Interest-bearing Checking           9,205         30  1.29%       8,167        37  1.81%       8,380       150   1.79%
  Time Deposits                     115,207      1,637  5.64%     102,934     1,476  5.74%     102,634     5,770   5.62%

Borrowings                           76,600      1,080  5.59%      70,367     1,093  6.21%      65,856     4,017   6.10%
                                   --------     ------  -----    --------    ------  -----    --------   -------   -----
    Total Interest-bearing Liabs    267,242      3,113  4.62%     245,378     3,029  4.94%     240,083    11,610   4.84%
                                   --------     ------  -----    --------    ------  -----    --------   -------   -----
    Net Interest Income                         $2,400                       $2,721                      $10,530
                                                ======                       ======                      =======
    Net Interest Spread                                 2.52%                        2.82%                         2.79%
                                                        =====                        =====                         =====
    Net Earning Assets             $ 41,431                      $ 51,074                     $50,150
                                   ========                      ========                     =======
    Net yield on average
      Interest-earning assets                    3.11%                        3.67%                        3.63%
                                                 =====                        =====                        =====
    Average interest-earning
      assets to average
      Interest-bearing liabs                   115.50%                      120.81%                      120.89%
                                               =======                      =======                      =======

<CAPTION>
                                                Nine Months Ended September 30,           Twelve Months Ended Dec. 31,
                                                -------------------------------           ----------------------------
                                               2001                         2000                        2000
                                  Average    Interest           Average   Interest           Average   Interest
                                 Outstanding Earned/   Yield/ Outstanding  Earned/  Yield/ Outstanding  Earned/  Yield/
                                  Balance      Paid     Rate    Balance     Paid     Rate    Balance     Paid     Rate
                                  -------      ----     ----    -------     ----     ----    -------     ----     ----
Interest-earning Assets:                                         (Dollars  in Thousands)
------------------------
<S>                                <C>         <C>      <C>      <C>        <C>      <C>      <C>        <C>       <C>
  Loans Receivable                 $168,566    $10,748  8.50%    $159,989   $10,161  8.47%    $161,920   $13,830   8.54%
  Investment Securities             121,889      5,915  6.47%     121,038     5,921  6.52%     121,339     8,004   6.60%
  Federal Funds                       5,875        188  4.27%       1,014        32  4.21%       1,274        67   5.26%
  Equity Securities                   6,335        198  4.17%       5,545       161  3.87%       5,700       239   4.19%
                                   --------     ------  -----    --------    ------  -----    --------   -------   -----
    Total Interest-earning          302,665     17,049  7.51%     287,586    16,275  7.55%     290,233    22,140   7.63%
                                   --------     ------  -----    --------    ------  -----    --------   -------   -----
Assets
Interest-bearing Liabilities:
  Money Market Deposits             $17,199       $408  3.16%     $16,519      $410  3.31%     $16,899      $568   3.36%
  Savings Accounts                   48,309        684  1.89%      46,442       832  2.39%      46,314     1,105   2.39%
  Interest-bearing Checking           8,937         97  1.45%       8,355       112  1.79%       8,380       150   1.79%
  Time Deposits                     112,108      4,937  5.87%     102,026     4,204  5.49%     102,634     5,770   5.62%

Borrowings                           74,338      3,194  5.73%      63,159     2,854  6.03%      65,856     4,017    6.10%
                                   --------     ------  -----    --------    ------  -----    --------   -------   -----
    Total Interest-bearing Liabs    260,891      9,320  4.76%     236,501     8,412  4.74%     240,083    11,610    4.84%
                                   --------     ------  -----    --------    ------  -----    --------   -------   -----
    Net Interest Income                         $7,729                       $7,863                      $10,530
                                                ======                       ======                      =======
    Net Interest Spread                                 2.75%                        2.80%                         2.79%
                                                        =====                        =====                         =====
    Net Earning Assets             $ 41,774                       $51,085                      $50,150
                                   ========                       =======                      =======
   Net yield on average
      Interest-earning assets                    3.40%                        3.65%                        3.63%
                                                 =====                        =====                        =====
    Average interest-earning
      assets to average
      Interest-bearing liabs                   116.01%                      121.60%                      120.89%
                                               =======                      =======                      =======
</TABLE>

                                  Page 13 of 20

<PAGE>


RESULTS OF OPERATIONS

     GENERAL. Net income for the three months ended September 30, 2001 increased
by $102,000 or 16.0% to $741,000 for the third quarter 2001 from $639,000 for
the three months ended September 30, 2000. Net income for the nine months ended
September 30, 2001 increased by $217,000 or 11.6% to $2.1 million compared to
$1.9 million for the same period 2000. Cash earnings for the nine month ended
September 30,2001, which excludes the amortization of goodwill, increased
$474,000 or 25.4% to $2.3 compared with $1.9 for the same period during 2000.
Cash earnings per share was $0.73 for the nine months ended September 30, 2001
compared to $0.58 for the same period for 2000. The increase was due primarily
to an increase in non-interest income and was partially offset by a decrease in
net interest income and increases in other operating expenses, and increase in
the provision for credit losses and an increase in the provision for income
taxes.

     INTEREST INCOME. Interest Income decreased by $237,000 or 4.1%, to $5.5
million for the three months ended September 30, 2001 from $5.7 million for
three months ended September 30, 2000. For the nine months ended September 30,
2001 total interest income was $17.0 million, an increase of $774,000 or 4.8% as
compared with the same period in 2000. The decrease in interest income primarily
resulted from a decrease in income on loans receivable of $67,000 for the third
quarter of 2001. Income on loans receivable increased $587,000 for the nine
months ended September 30, 2001. In addition, income on investment and
mortgage-backed securities decreased $207,000 for the three months ended
September 30, 2001 while showing an increase of $119,000 for the nine months
ended September 30, 2001. Interest on federal funds increased $49,000 for the
third quarter 2001 and $156,000 year to date. Dividend income on equity
securities decreased $12,000 for the third quarter 2001 and $88,000 year to
date.

     The decrease in loan income is a result of a decrease of 44 basis points in
average yield from 8.76% at September 30, 2000 to 8.32% at September 30, 2001
offset by an increase of $5.5 million in the average balance in loans receivable
for the three months ended September 30, 2001 as compared with the same period
in 2000. The increase in loan income for the nine months ended September 30,
2001 is the result of an increase of $8.6 million in the average balance in
loans receivable as well as an increase of 3 basis points in the average yield.
Historically, the principal lending activity of the Bank has been the
origination, for retention in its portfolio, of ARM loans collateralized by
one-to-four family residential real estate. In the current low interest rate
environment, borrowers have shown a preference for fixed-rate loans.
Consequently, in recent periods the Bank has originated fixed-rate one-to-four
family loans for resale in the secondary market without recourse and on a
servicing retained basis. Management's strategy is to emphasize the origination
of consumer and commercial business loans for retention in the Bank's portfolio.
Consumer and commercial business loans increased $8.6 million during the first
six months of 2001. The residential real estate portfolio decreased by $7.9
million due to sales of $19.5 million in fixed rate loans in the secondary
market.

     Investment income decreased as a result of a decrease in the average yield
of investment securities of 73 basis points during the third quarter of 2001
compared to 2000. The decrease in investment income was partially offset by an
increase of $679,000 in the average balance of investment and mortgage-backed
securities for the three-month period ended September 30, 2001 as compared with
the same period in 2000. For the nine months ended September 30, 2001 the
average balance of investments and mortgage-backed securities increased $851,000
offset by the average yield decreasing 5 basis points from 6.52% during the nine
month period in 2000 to 6.47% during the 2001 period.

     Income on federal funds increased as a result of an increase of $5.9
million in the average balance of federal funds partially offset by a decrease
of 467 basis points in the average yield earned to 3.55% from 8.22%. The
increase in average balance was due to the increase in deposit accounts during
the 2001 quarter. The decrease in the average yield reflects the aggressive
interest rate reduction action taken by the Federal Reserve.

     INTEREST EXPENSE. Interest expense was $3.1 million for the three months
ended September 30, 2001; an increase of $84,000 or 2.8% from the same period in
2000. The increase in interest expense is due to an increase in the cost of
deposit accounts partially offset by the reduction in cost of borrowed funds.
The average balance outstanding in borrowings during the three months ended
September 30, 2001 was $76.6 million compared to $70.4 million for the same
period in 2000. Interest expense on deposits increased by $97,000 for the three
months ended September 30, 2001 to $2.0 million, an increase of 5.0%. The
increase in interest expense on deposits was due to an increase in the average
balance of interest bearing deposit accounts of $15.6 million offset by a 15
basis point decrease in the average rate paid on deposits. Interest expense was
$9.3 million for the nine months ended September 30, 2001; an increase of
$908,000 from the same period 2000. Interest expense on deposit accounts
increased $568,000 for the nine months ended September 30, 2001 compared to the
same period 2000. The

                                  Page 14 of 20

<PAGE>

average balance of deposits for the nine months ended September 30, 2001
increased $13.2 million as compared with the same period of 2000, as well as an
increase of 10 basis points in the average rate paid on deposits during the 2001
period resulting in an increase in interest expense. Interest expense on
borrowings increased as a result of an increase in the average balance
outstanding during the nine months ended September 30, 2001 to $74.3 million
compared to $63.2 million as of September 30, 2001.

     PROVISION FOR CREDIT LOSSES. Total provision for credit losses for the
three months ended September 30, 2001 was $120,000 as compared to $85,000 made
during the same period of 2000. For the nine months ended September 30, 2001,
the provision for credit losses was $360,000, which was $125,000 over the same
period in 2000. The allowance for credit losses was $1.7 million or 1.00% of
loans receivable at September 30, 2001 as compared with $1.6 million or 0.98% of
loans receivable at September 30, 2000. 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.

     OTHER INCOME. Other operating income increased by $1.7 million for the
three-month period ending September 30, 2001 compared with the same period in
2000 to $1.9 million from $215,000. This improvement is primarily due to
commission income received from the insurance agencies of $1.3 million as well
as an increase in the cash surrender value of the Bank Owned Life Insurance
purchased in 2001 of $133,000. In addition, there was an increase in fee income
on deposit accounts of $39,000 from $159,000 during the 2000 period to $198,000
for the 2001 period. Gains on sales of mortgages also increased $42,000 to
$51,000 in 2001 from $8,000 in 2000. Other operating income increased by $4.5
million for the nine-month period ending September 30, 2001 compared with the
same period in 2000 to $5.1 million from $575,000. This improvement is also
primarily due to commission income received from the insurance agencies of $3.6
million as well as an increase in the cash surrender value of the Bank Owned
Life Insurance purchased in 2001 of $267,000.

     OTHER EXPENSES. Other operating expenses increased by $1.2 million or
64.3%, to $3.1 million for the three months ended September 30, 2001 from $1.9
million for the same period in 2000. The increase was primarily the result of
operating expenses incurred as the Company entered the insurance agency
business. Compensation increased $734,000 of which $649,000 is compensation of
the insurance agency subsidiaries. Building occupancy increased $189,000 of
which $151,000 resulted from expenses from insurance agency subsidiaries. The
remaining increases were due to normal repairs, maintenance and supplies for
Bank properties. Other operating expenses increased $303,000 of which $86,000
represents amortization of goodwill due to the insurance agency acquisitions.
The remaining increase is largely due to expenses incurred by the insurance
agencies.

     For the nine months ended September 30, 2001, operating expenses increased
$3.9 million to $9.5 million from $5.5 million for the nine months ended
September 30, 2000. The increase was primarily the result of operating expenses
incurred as the Company entered the insurance agency business. In addition,
$257,000 of amortization expense was recorded as part of the acquisitions.

     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 be subject to annual impairment tests in accordance
with the Statement. Other intangible assets will continue to be amortized over
their useful lives. The effect of this pronouncement is expected to have a
material impact on the Company's financial statements. For the nine months ended
September 30, 2001, the elimination of the goodwill amortization expense would
have increased earnings per share by $0.08.

     INCOME TAX. Income tax expense was $287,000 for the three months ended
September 30, 2001, a decrease of $18,000 from the third quarter 2000 provision
of $305,000. For the nine months ended September 30, 2001, income tax expense
increased $84,000 to $880,000 from $796,000 for the same period 2000. The
effective tax rate decreased to 29.7% for 2001 to date from 29.9% for the nine
months of 2000.


                                  Page 15 of 20

<PAGE>

ONEIDA FINANCIAL CORP.

SELECTED FINANCIAL RATIOS

At and for the Three Months Ended and Nine Months Ended September 30, 2001 and
September 30, 2000(unaudited)

(annualized where appropriate)

<TABLE>
<CAPTION>
                                                              Three Months Ending              Nine Months Ending
                                                                 September 30,                    September 30,
                                                             2001             2000            2001             2000
                                                             ----             ----            ----             ----

Performance Ratios:
<S>                                                          <C>              <C>              <C>              <C>
  Return on average assets                                   0.87%            0.82%            0.83%            0.82%
  Return on average equity                                   6.79%            6.46%            6.43%            6.30%
  Net interest margin                                        3.11%            3.67%            3.40%            3.65%
  Efficiency Ratio                                          71.17%           63.78%           72.08%           64.16%
  Ratio of operating expense
     to average total assets                                 3.57%            2.45%            3.80%            2.45%
  Ratio of average assets
     to average interest-bearing liabilities               115.50%          120.81%          116.01%          121.60%

Asset Quality Ratios:

  Non-performing assets to total assets                      0.09%            0.09%            0.09%            0.09%
  Allowance for loan losses
    to non-performing loans                                657.75%          595.26%          657.75%          595.26%

  Allowance for loan losses
    to loans receivable, net                                 1.00%            0.98%            1.00%            0.98%

Capital Ratios:

  Total shareholders' equity to total assets                12.83%           12.85%           12.83%           12.85%
  Average equity to average assets                          12.96%           13.08%           12.96%           13.08%
</TABLE>


                                  Page 16 of 20

<PAGE>


ITEM 3.   Quantitative and Qualitative Disclosure About Market Risk

     Various forms of market risk are inherent in the business of the Bank
including loan concentration risk, liquidity management, credit risk and
collateral risk among others. However, the Bank's most significant form of
market risk is interest rate risk, as the majority of the Bank's assets and
liabilities are sensitive to changes in interest rates. Ongoing monitoring and
management of this risk is an important component of the Company's asset and
liability management process. The Bank's interest rate risk management program
focuses primarily on evaluating and managing the composition of the Bank's
assets and liabilities in the context of various interest rate scenarios.
Factors beyond Management's control, such as market interest rates and
competition, also have an impact on interest income and expense. Based on the
asset-liability composition at September 30, 2001, 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 2000 Annual Report to Stockholders.
There has been no material change in the Company's risk profile since December
31, 2000.


                                  Page 17 of 20

<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.

     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

           In connection with the Company's conversion from a Delaware
           charter to a Federal Charter, each share of the Delaware
           chartered Company's common stock par value $0.10 per share was
           converted by operation of law into shares of common stock par
           value $0.01 per share of the Federally chartered Company.

Item 3     Default Upon Senior Securities

           Not applicable.

Item 4     Submission of Matters to a Vote of Security Holders

           None

Item 5     Other Information

           None


                                  Page 18 of 20

<PAGE>


Item 6     Exhibits and Reports on Form 8-K


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


           (b) Exhibits

               None




                                  Page 19 of 20

<PAGE>

                                   SIGNATURES

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


                                 ONEIDA FINANCIAL CORP.


Date:    November 13, 2001       By:   /s/ Michael R. Kallet
                                 --------------------------------------
                                 Michael R. Kallet
                                 President and Chief Executive Officer


Date:    November 13, 2001       By:   /s/  Eric E. Stickels
                                 --------------------------------------
                                 Eric E. Stickels
                                 Senior Vice President and Chief
                                 Financial Officer



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