SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                             -----------------------

                                    FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
                           QUARTER ENDED JUNE 30, 2003

                         SEC Exchange Act No. 000-23601
                                              ---------


                            Pathfinder Bancorp, Inc.
                            ------------------------
               (Exact name of Company as specified in its charter)


                                     Federal
                                     -------
            (State or jurisdiction of incorporation or organization)


                                   16-1540137
                                   ----------
                     (I.R.S. Employer Identification Number)


                 214  W.  1st  Street
                 Oswego,  New  York                         13126
-----------------------------------                       ---------
(Address  of  principal  executive  office)              (Zip  Code)


         Company's telephone number, including area code: (315) 343-0057
                                                          --------------


                                       Not Applicable
                                       --------------
    (Former name, former address and former fiscal year, if changed since last
                                     report)


     Indicate  by  check  mark  whether  the  Company  (1) has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes      X     No  ____
                                              -----

     Indicate  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:  There were 2,431,632 shares
of  the  Company's  common  stock  outstanding  as  of  August  8,  2003.

<PAGE>


                            PATHFINDER BANCORP, INC.
                                      INDEX



PART  1          FINANCIAL  INFORMATION                                  PAGE

Item  1.     Financial  Statements

               Consolidated  Balance  Sheets                                1
               Consolidated  Statements  of  Income                       2-3
               Consolidated  Statements  of  Shareholders'  Equity          4
               Consolidated  Statements  of  Cash  Flows                    5
               Notes  to  Consolidated  Financial  Statements             6-7

Item  2.     Management's  Discussion  and  Analysis  of Financial       8-13
             Condition  and  Results  of  Operations

Item  3.     Quantitative and Qualitative Disclosure about Market       14-16
             Risk

Item  4.     Control  and  Procedures                                      17

PART  II     OTHER  INFORMATION                                         18-19

             Item  1. Legal  proceedings
             Item  2. Change  in  securities
             Item  3. Defaults  upon  senior  securities
             Item  4. Submission  of  matters  to  a  vote  of security holders
             Item  5. Other  information
             Item  6. Exhibits  and  Reports  on  Form  8-K


SIGNATURES

<PAGE>

<TABLE>
<CAPTION>

                                           PATHFINDER  BANCORP, INC.
                                      CONSOLIDATED STATEMENTS OF CONDITION
                                JUNE 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002



                                                                                    June 30,      December 31,
                             ASSETS                                                     2003            2002
---------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>            <C>
Cash and due from banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  5,654,667   $   7,026,126
Interest earning deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,523,271       6,714,279
                                                                                  -------------  --------------
    Total cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .     7,177,938      13,740,405
Investment securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    66,951,482      62,505,544
Mortgage loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . .     5,644,987       3,616,711
Loans:
   Real estate residential . . . . . . . . . . . . . . . . . . . . . . . . . . .   125,592,960     119,560,715
   Real estate commercial. . . . . . . . . . . . . . . . . . . . . . . . . . . .    30,082,077      32,657,177
   Consumer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15,044,256      15,068,204
   Commercial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13,921,756      13,196,188
                                                                                  -------------  --------------
     Total Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   184,641,049     180,482,284
   Less: Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . .     1,582,076       1,480,874
                                                                                  -------------  --------------
     Loans receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . .   183,058,973     179,001,410

Premises and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . .     6,124,394       5,622,171
Accrued interest receivable. . . . . . . . . . . . . . . . . . . . . . . . . . .     1,319,409       1,334,126
Other real estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,582,622       1,395,714
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,840,226       3,840,226
Intangible asset, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       961,125       1,073,182
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6,466,387       6,926,378
                                                                                  -------------  --------------
     Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $283,127,543   $ 279,055,867
                                                                                  =============  ==============

                     LIABILITIES AND SHAREHOLDERS' EQUITY
----------------------------------------------------------------------------------------------------------------

Deposits:
  Interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $187,705,138   $ 188,757,723
  Non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16,817,591      15,764,382
                                                                                  -------------  --------------
     Total deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   204,522,729     204,522,105
Borrowed funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48,160,000      42,860,000
Company obligated mandatorily redeemable preferred securities of subsidiary,
Pathfinder Statutory Trust I, holding solely junior subordinated debentures
of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5,000,000       5,000,000
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,956,698       3,443,740
                                                                                  -------------  --------------
     Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   261,639,427     255,825,845
                                                                                  -------------  --------------

Shareholders' equity:
   Preferred stock, authorized shares 1,000,000; no shares issued or outstanding
   Common stock, par value $.01 and $.10 per share; authorized 10,000,000
     shares; 2,916,919 shares issued;  and 2,431,632 and 2,610,496
    shares outstanding, respectively.. . . . . . . . . . . . . . . . . . . . . .        29,169          29,146
   Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . .     7,162,441       7,113,811
   Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20,271,455      19,745,651
   Accumulated other comprehensive income. . . . . . . . . . . . . . . . . . . .       592,683         280,905
   Unearned ESOP shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (100,973)       (124,467)
   Treasury Stock, at cost; 485,287 and 304,173 shares, respectively . . . . . .    (6,466,659)     (3,815,024)
                                                                                  -------------  --------------
     Total shareholders' equity. . . . . . . . . . . . . . . . . . . . . . . . .    21,488,116      23,230,022
                                                                                  -------------  --------------
     Total liabilities and shareholders' equity. . . . . . . . . . . . . . . . .  $283,127,543   $ 279,055,867
                                                                                  =============  ==============
</TABLE>

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

                                      -1-
<PAGE>
<TABLE>
<CAPTION>

                                  PATHFINDER  BANCORP, INC.
                              CONSOLIDATED STATEMENTS OF INCOME
                  FOR THE THREE MONTHS ENDED JUNE 30, 2003 AND JUNE 30, 2002
                                         (UNAUDITED)


                                                               For the three   For the three
                                                                months ended    months ended
                                                               June 30, 2003   June 30, 2002
                                                               --------------  --------------
<S>                                                            <C>             <C>
INTEREST INCOME:
  Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    3,214,487  $    3,244,249
  Interest and dividends on investments:
    U.S. Treasury and agencies. . . . . . . . . . . . . . . .          47,564          26,465
    State and political subdivisions. . . . . . . . . . . . .          59,131          78,260
    Corporate obligations . . . . . . . . . . . . . . . . . .         184,393         310,436
    Marketable equity securities. . . . . . . . . . . . . . .          52,287          37,740
    Mortgage-backed securities. . . . . . . . . . . . . . . .         305,754         204,900
    Federal funds sold and interest-bearing deposits. . . . .          13,133          11,288
                                                               --------------  --------------
       Total interest income. . . . . . . . . . . . . . . . .       3,876,749       3,913,338

INTEREST EXPENSE:
  Interest on deposits. . . . . . . . . . . . . . . . . . . .         979,717       1,170,377
  Interest on borrowed funds. . . . . . . . . . . . . . . . .         552,086         558,570
                                                               --------------  --------------
       Total interest expense . . . . . . . . . . . . . . . .       1,531,803       1,728,947
                                                               --------------  --------------

          Net interest income . . . . . . . . . . . . . . . .       2,344,946       2,184,391
  Provision for loan losses . . . . . . . . . . . . . . . . .         259,970         907,348
                                                               --------------  --------------
          Net interest income after provision for loan losses       2,084,976       1,277,043
                                                               --------------  --------------

OTHER INCOME:
  Service charges on deposit accounts . . . . . . . . . . . .         215,762         155,004
  Loan servicing fees . . . . . . . . . . . . . . . . . . . .          77,399          78,419
  Increase in value of bank owned life insurance. . . . . . .          42,867          45,582
  Net gain on securities. . . . . . . . . . . . . . . . . . .         355,206         573,364
  Net gain on loans/real estate . . . . . . . . . . . . . . .         136,214         138,833
  Other charges, commissions & fees . . . . . . . . . . . . .         147,014         120,260
                                                               --------------  --------------
          Total other income. . . . . . . . . . . . . . . . .         974,462       1,111,462
                                                               --------------  --------------

OTHER EXPENSES:
  Salaries and employee benefits. . . . . . . . . . . . . . .       1,083,580         950,666
  Building occupancy. . . . . . . . . . . . . . . . . . . . .         248,704         189,495
  Data processing expenses. . . . . . . . . . . . . . . . . .         218,221         183,382
  Professional and other services . . . . . . . . . . . . . .         193,986         224,643
  Amortization of intangible asset. . . . . . . . . . . . . .          55,623               -
  Other expenses. . . . . . . . . . . . . . . . . . . . . . .         540,195         341,515
          Total other expenses. . . . . . . . . . . . . . . .       2,340,309       1,889,701
                                                               --------------  --------------

Income before income taxes. . . . . . . . . . . . . . . . . .         719,129         498,804
Provision for income taxes. . . . . . . . . . . . . . . . . .         202,534         138,833
                                                               --------------  --------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . .  $      516,595  $      359,971
                                                               --------------  --------------


     NET INCOME PER SHARE - BASIC . . . . . . . . . . . . . .  $         0.21  $         0.14
                                                               ==============  ==============
     NET INCOME PER SHARE - DILUTED . . . . . . . . . . . . .  $         0.21  $         0.14
                                                               ==============  ==============
</TABLE>


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

                                      -2-
<PAGE>

<TABLE>
<CAPTION>

                                  PATHFINDER  BANCORP, INC.
                              CONSOLIDATED STATEMENTS OF INCOME
                   FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND JUNE 30, 2002
                                         (UNAUDITED)


                                                                For the six     For the six
                                                                months ended    months ended
                                                               June 30, 2003   June 30, 2002
                                                               --------------  --------------
<S>                                                            <C>             <C>
INTEREST INCOME:
  Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    6,480,294  $    6,501,611
  Interest and dividends on investments:
    U.S. Treasury and agencies. . . . . . . . . . . . . . . .          86,848          64,514
    State and political subdivisions. . . . . . . . . . . . .         120,687         157,463
    Corporate obligations . . . . . . . . . . . . . . . . . .         443,045         627,749
    Marketable equity securities. . . . . . . . . . . . . . .         106,983          61,571
    Mortgage-backed securities. . . . . . . . . . . . . . . .         615,075         474,373
    Federal funds sold and interest-bearing deposits. . . . .          24,804          15,140
                                                               --------------  --------------
       Total interest income. . . . . . . . . . . . . . . . .       7,877,736       7,902,421

INTEREST EXPENSE:
  Interest on deposits. . . . . . . . . . . . . . . . . . . .       2,007,188       2,390,706
  Interest on borrowed funds. . . . . . . . . . . . . . . . .       1,124,815       1,128,463
                                                                -------------  --------------
       Total interest expense . . . . . . . . . . . . . . . .       3,132,003       3,519,169
                                                               --------------  --------------

          Net interest income . . . . . . . . . . . . . . . .       4,745,733       4,383,252
  Provision for loan losses . . . . . . . . . . . . . . . . .         365,826       1,069,581
                                                               --------------  --------------
          Net interest income after provision for loan losses       4,379,907       3,313,671
                                                               --------------  --------------

OTHER INCOME:
  Service charges on deposit accounts . . . . . . . . . . . .         377,235         296,708
  Loan servicing fees . . . . . . . . . . . . . . . . . . . .         127,194         123,741
  Increase in value of bank owned life insurance. . . . . . .          85,734         120,164
  Net gain on securities. . . . . . . . . . . . . . . . . . .         520,600         617,320
  Net gain on loans/real estate . . . . . . . . . . . . . . .         178,520         128,274
  Other charges, commissions & fees . . . . . . . . . . . . .         249,158         225,130
                                                                -------------  --------------
          Total other income. . . . . . . . . . . . . . . . .       1,538,441       1,511,337
                                                               --------------  --------------

OTHER EXPENSES:
  Salaries and employee benefits. . . . . . . . . . . . . . .       2,196,187       1,734,542
  Building occupancy. . . . . . . . . . . . . . . . . . . . .         505,931         369,234
  Data processing expenses. . . . . . . . . . . . . . . . . .         416,302         401,394
  Professional and other services . . . . . . . . . . . . . .         357,163         405,677
  Amortization of intangible asset. . . . . . . . . . . . . .         112,058               -
  Other expenses. . . . . . . . . . . . . . . . . . . . . . .         954,326         664,267
          Total other expenses. . . . . . . . . . . . . . . .       4,541,967       3,575,114
                                                               --------------  --------------

Income before income taxes. . . . . . . . . . . . . . . . . .       1,376,381       1,249,894
Provision for income taxes. . . . . . . . . . . . . . . . . .         366,847         339,373
                                                               --------------  --------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . .  $    1,009,534  $      910,521
                                                               ==============  ==============

     NET INCOME PER SHARE - BASIC . . . . . . . . . . . . . .  $         0.42  $         0.36
                                                               ==============  ==============
     NET INCOME PER SHARE - DILUTED . . . . . . . . . . . . .  $         0.41  $         0.35
                                                               ==============  ==============

</TABLE>


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

                                      -3-
<PAGE>


<TABLE>
<CAPTION>

                                                    PATHFINDER BANCORP, INC.
                                          STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                                 SIX MONTHS ENDED JUNE 30, 2003
                                                           (unaudited)



                                                                                      Additional
                                                               Common Stock Issued       Paid in       Retained   Comprehensive
                                                             Shares           Amount     Capital       Earnings     Income(Loss)
                                                      --------------------  ----------  ----------  --------------  ------------

<S>                                                   <C>                   <C>         <C>         <C>             <C>

BALANCE, DECEMBER 31, 2002 . . . . . . . . . . . . .            2,914,669   $   29,146  $7,113,811  $   19,745,651
Comprehensive income:
  Net income . . . .                                          . . . . . . . . . . . . . . . .            1,009,534    1,009,534
  Other comprehensive income, net of tax
     Unrealized gains on securities:
     Unrealized holding gains arising during period.                                                                  1,046,230
     Reclassification adjustment for gains included
       in net income . . . . . . . . . . . . . . . .                                                                   (520,600)
                                                                                                                      -----------
  Other comprehensive income, before tax . . . . . .                                                                    525,630
  Income tax provision . . . . . . . . . . . . . . .                                                                   (213,852)
                                                                                                                      -----------
  Other comprehensive income, net of tax . . . . . .                                                                    311,778
                                                                                                                      -----------
Comprehensive income:. . . . . . . . . . . . . . . .                                                                  1,321,312
                                                                                                                      ==========
ESOP shares earned                      . . . . . . . . . . . . . . . . .                   33,848
Stock option exercised . . . . . . . . . . . . . . .                2,250           23      14,782
Treasury stock purchased
Dividends declared ($.20 per share). . . . . . . . .                                                      (483,730)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2003 . . . . . . . . . . . . . . .            2,916,919   $   29,169  $7,162,441  $   20,271,455
================================================================================================================================

</TABLE>

<TABLE>
<CAPTION>

                                                          Accumulated
                                                           Other Com-      Unearned
                                                          prehensive        ESOP        Treasury
                                                         Income(Loss)      Shares        Stock          Total
                                                         -----------------------------------------------------


<S>                                                   <C>           <C>           <C>           <C>
Balance, December 31, 2002 . . . . . . . . . . . . .  $   280,905      $  (124,467)    $(3,815,024)   $23,230,022
Comprehensive income:
  Net income . . . . . . . . . . . . . .                                                . . . . . .     1,009,534
  Other comprehensive income, net of tax
     Unrealized gains on securities:
     Unrealized holding gains arising during period
     Reclassification adjustment for gains included
       in net income
  Other comprehensive income, before tax
  Income tax provision
  Other comprehensive income, net of tax . . . . . .      311,778                                        311,778
Comprehensive income:
ESOP shares earned . . . . . . . . . . . . . . . . .                        23,494                        57,342
Stock option exercised . . . . . . . . . . . . . . .                                                      14,805
Treasury stock purchased . . . . . . . . . . . . . .                                   (2,651,635)    (2,651,635)
Dividends declared ($.20 per share). . . . . . . . .                                                    (483,730)
-----------------------------------------------------------------------------------------------------------------

Balance, June 30, 2003 . . . . . . . . . . . . . . .  $   592,683      $  (100,973)    $(6,466,659)  $21,488,116
=================================================================================================================

</TABLE>

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



                                      -4-
<PAGE>
<TABLE>
<CAPTION>

                                 PATHFINDER BANCORP, INC.
                                 STATEMENTS OF CASH FLOWS
                       June 30, 2003 and June 30, 2002 (Unaudited)


                                                          June 30,       June 30,
                                                            2003           2002
                                                        -------------  -------------
OPERATING ACTIVITIES:
<S>                                                     <C>            <C>
  Net income . . . . . . . . . . . . . . . . . . . . .  $  1,009,534   $    910,521
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
  Provision for loan losses. . . . . . . . . . . . . .       365,826      1,069,581
  ESOP and other stock-based compensation earned . . .        57,342         58,577
  Proceeds from sale of loans. . . . . . . . . . . . .     6,571,595     13,202,434
  Originations of loans held-for-sale. . . . . . . . .    (8,513,718)   (10,945,433)
  Realized (gain)/loss on:
    Sale of real estate loans through foreclosure. . .       (86,360)         1,788
    Loans. . . . . . . . . . . . . . . . . . . . . . .       (86,153)       (17,083)
    Available-for-sale investment securities . . . . .      (520,600)      (617,320)
  Depreciation . . . . . . . . . . . . . . . . . . . .       247,704        235,698
  Amortization of intangible . . . . . . . . . . . . .       112,057              -
  Amortization of deferred financing costs . . . . . .        15,102              -
  Increase in surrender value of life insurance. . . .       (85,734)      (120,164)
  Net accretion of premiums and discounts
    on investment securities . . . . . . . . . . . . .        83,028        (11,470)
  Decrease in interest receivable. . . . . . . . . . .        14,717        249,595
  Net change in other assets and liabilities . . . . .       670,642       (628,124)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES. .      (145,018)     3,388,600
                                                        -------------  -------------

INVESTING ACTIVITIES
  Purchase of investment securities available-for-sale   (22,237,847)    (3,299,497)
  Proceeds from maturities and principal reductions of
    investment securities available-for-sale . . . . .    11,079,486      4,936,777
  Proceeds from sale:
    Real estate acquired through foreclosure . . . . .       415,167        295,946
    Available-for-sale investment securities . . . . .     7,675,625      1,801,851
  Net increase in loans. . . . . . . . . . . . . . . .    (4,939,104)    (9,538,990)
  Purchase of premises and equipment . . . . . . . . .      (749,927)      (480,377)
NET CASH USED IN INVESTING ACTIVITIES. . . . . . . . .    (8,756,600)    (6,284,290)
                                                        -------------  -------------

FINANCING ACTIVITIES
  Net increase in demand deposits, NOW accounts
    savings accounts, money market deposit accounts
    and escrow deposits. . . . . . . . . . . . . . . .     1,362,039      7,536,973
  Net (decrease) increase in time deposits . . . . . .    (1,361,415)       220,324
  Net proceeds from borrowings . . . . . . . . . . . .     5,300,000              -
  Proceeds from issuance of trust preferred securities             -      5,000,000
  Proceeds from exercise of stock options. . . . . . .        14,805         56,633
  Cash dividends . . . . . . . . . . . . . . . . . . .      (324,643)      (138,791)
  Treasury stock purchased . . . . . . . . . . . . . .    (2,651,635)       (48,835)
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . .     2,339,151     12,626,304
                                                        -------------  -------------

  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS . .    (6,562,467)     9,730,614
 Cash and cash equivalents at beginning of period. . .    13,740,405      7,445,844
  CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . .  $  7,177,938   $ 17,176,458
                                                        =============  =============

CASH PAID DURING THE PERIOD FOR:
  Interest . . . . . . . . . . . . . . . . . . . . . .  $  3,156,422   $  3,520,084
  Income taxes paid. . . . . . . . . . . . . . . . . .             -        625,000

NON-CASH INVESTING ACTIVITY:
  Transfer of loans to other real estate . . . . . . .       515,715        104,359
  Increase in unrealized gains and losses on
  available-for-sale investments securities. . . . . .      (525,630)       (89,326)

NON-CASH FINANCING ACTIVITY:
  Dividends declared and unpaid. . . . . . . . . . . .       244,188         71,713
</TABLE>


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

                                      -5-
<PAGE>

                            PATHFINDER BANCORP, INC.

                          Notes to Financial Statements

(1)  BASIS  OF  PRESENTATION

The accompanying unaudited financial statements were prepared in accordance with
the instructions for Form 10-Q and Regulation S-X and, therefore, do not include
information  for  footnotes  necessary  for a complete presentation of financial
position,  results  of  operations,  and cash flows in conformity with generally
accepted  accounting  principles.  The  following  material  under  the  heading
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations"  is  written  with  the  presumption  that  the users of the interim
financial  statements have read, or have access to, the Company's latest audited
financial  statements  and  notes thereto, together with Management's Discussion
and Analysis of Financial Condition and Results of Operations as of December 31,
2002 and for the three year period then ended.  Therefore, only material changes
in  financial condition and results of operations are discussed in the remainder
of  Part  1.

Operating  results  for  the three months and six months ended June 30, 2003 are
not  necessarily  indicative  of  the  results that may be expected for the year
ending  December  31,  2003.

(2)  EARNINGS  PER  SHARE

Basic  earnings per share have been computed based upon net income for the three
months  and  six  months  ended  June 30, using 2,416,888 and 2,431,556 weighted
average common shares outstanding for 2003 and 2,576,769 and 2,574,159 for 2002,
respectively.  Diluted  earnings  per  share  for  the three month and six month
period  ending  June  30,  2003  and  2002  have  been computed using 2,463,962,
2,626,890,  2,477,236 and 2,624,452 shares, respectively.  Dilutive earnings per
share gives effect to weighted average shares that would be outstanding assuming
the  exercise  of  issued  stock  options  using  the  treasury  stock  method.

(3)  STOCK-BASED  COMPENSATION

The  Company's  stock-based  compensation  plan  is  accounted  for based on the
intrinsic  value  method  set forth in Accounting Principles Board (APB) Opinion
No.  25,  "Accounting  for  Stock  Issued to Employees", and related provisions.
Compensation  expense  for employee stock options is generally not recognized if
the  exercise  price of the option equals or exceeds the fair value of the stock
on  the  date of the grant.  Compensation expense for restricted share awards is
ratably  recognized  over  the period of vesting, usually the restricted period,
based  on  the  fair  value  of  the  stock  on  the  grant  date.

The  following table illustrates the effect on net income and earnings per share
as if the Black-Scholes fair value method described in SFAS No. 123, "Accounting
for  Stock-Based  Compensation",  as  amended, had been applied to the Company's
stock-based  compensation  plan:

<TABLE>
<CAPTION>

                                        For  quarter  ended  June  30,
                                                 2003          2002
---------------------------------------------------------------------
Net Income:
<S>                                            <C>       <C>
As reported . . . . . . . . . . . . . . . . .  $516,595     $359,971
Less: Total stock-based employee compensation
expense determined under Black-Scholes option
pricing model, net of tax effect. . . . . . .     7,070       27,192
---------------------------------------------  --------     --------
Pro forma net income. . . . . . . . . . . . .  $509,525     $332,779
</TABLE>
                                      -6-
<PAGE>

<TABLE>
<CAPTION>
                        For  quarter  ended  June 30,
                           2003              2002
-------------------------------------------------------

Earnings per share:  Basic   Diluted   Basic   Diluted
-------------------  ------  --------  ------  --------
<S>                  <C>     <C>       <C>     <C>
As reported . . . .  $ 0.21  $   0.21  $ 0.14  $   0.14
Pro forma . . . . .  $ 0.21  $   0.21  $ 0.13  $   0.13
</TABLE>

<TABLE>
<CAPTION>

                                      For  six  months  ended  June  30,
                                                 2003      2002
--------------------------------------------------------------------------------
Net Income:
<S>                                            <C>       <C>
As reported . . . . . . . . . . . . . . . . .  $1,009,534  $910,521
Less: Total stock-based employee compensation
expense determined under Black-Scholes option
pricing model, net of tax effect. . . . . . .      14,140     54,384
--------------------------------------------------------------------------------
Pro forma net income. . . . . . . . . . . . .    $995,394   $856,137
</TABLE>

<TABLE>
<CAPTION>
                    For  six  months  ended  June  30,
                           2003              2002
-------------------------------------------------------

Earnings per share:  Basic   Diluted   Basic   Diluted
-------------------  ------  --------  ------  --------
<S>                  <C>     <C>       <C>     <C>
As reported . . . .  $ 0.42  $   0.41  $ 0.36  $   0.35
Pro forma . . . . .  $ 0.41  $   0.40  $ 0.33  $   0.33
</TABLE>

For  purposes  of pro forma disclosures, the estimated fair value of the options
is  amortized  to  expense  over  the  options  vesting  period.  Therefore, the
foregoing  pro  forma results are not likely to be representative of the effects
of  reported  net  income  of future periods due to additional years of vesting.
Since changes in the subjective input assumptions can materially affect the fair
value  estimates,  the  existing  model,  in  management's  opinion  does  not
necessarily  provide  a  single  reliable measure of the fair value of its stock
options.  In  addition, the pro forma effect on reported net income and earnings
per  share  for the periods presented should not be considered representative of
the  pro  forma effects on reported net income and earnings per share for future
periods.

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure", which provides alternative methods of
transition  for  an entity that voluntary changes to the fair value based method
of  accounting  for  stock-based  employee  compensation.  It  also  amends  to
disclosure  provisions of FASB Statement No. 123 to require prominent disclosure
about  the  effects  on  reported  net  income  of an entity's accounting policy
decisions  with  respect  to  stock-based employee compensation.  This statement
also  amends  APB  No.  28, "Interim Financial Reporting", to require disclosure
about those effects in interim financial information.  The Company will continue
to  account  for stock-based compensation in accordance with APB Opinion No. 25.

(4)  RECLASSIFICATIONS

Certain prior period information has been reclassified to conform to the current
period's  presentation.  These  reclassifications had no affect on net income as
previously  reported.

(5)  DIVIDEND  RESTRICTIONS

The  Company  maintains  a  restricted  capital account with a $570,000 balance,
representing Pathfinder Bancorp, M.H.C.'s portion of dividends waived as of June
30,  2003.


                                      -7-
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATION

This  Quarterly  Report contains certain "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 areas 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  that  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

Throughout  the  Management's  Discussion  and Analysis the term, "the Company",
refers  to  the consolidated entity of Pathfinder Bancorp, Inc.  Pathfinder Bank
and  Pathfinder  Statutory  Trust  I are wholly owned subsidiaries of Pathfinder
Bancorp,  Inc.  Pathfinder Commercial Bank, Pathfinder REIT, Inc. and Whispering
Oaks  Development  Corp.  are  wholly owned subsidiaries of Pathfinder Bank.  At
June  30,  2003, Pathfinder Bancorp, Inc.'s only business was the 100% ownership
of  Pathfinder  Bank  and  Pathfinder  Statutory  Trust  I.  At  June  30, 2003,
1,583,239  shares,  or  65.1%,  of  the  Company's  common  stock  were  held by
Pathfinder  Bancorp,  M.H.C.,  the  Company's  mutual holding company parent and
848,393  shares,  or  34.9%,  were  held  by  the  public.

The  Company's  net  income  is  primarily dependent on its net interest income,
which  is  the  difference  between interest income earned on its investments in
mortgage  loans,  investment  securities  and other loans, and its cost of funds
consisting  of  interest paid on deposits and borrowed funds.  The Company's net
income  is  also  affected  by  its provision for loan losses, as well as by the
amount  of  noninterest  income, including income from fees and service charges,
net  gains  and  losses on sales of securities, loans and other real estate, and
non  interest  expense such as employee compensation and benefits, occupancy and
equipment costs, data processing and income taxes.  Earnings of the Company also
are  affected  significantly  by  general  economic  and competitive conditions,
particularly  changes  in market interest rates, government policies and actions
of  regulatory  authorities, which events are beyond the control of the Company.
In  particular,  the  general level of market rates tends to be highly cyclical.
                                      -8-
<PAGE>

The  following  discussion reviews the Company's financial condition at June 30,
2003  and  the  results  of operations for the three months and six months ended
June  30,  2003  and  June  30,  2002.

APPLICATION  OF  CRITICAL  ACCOUNTING  POLICIES

The  Company's consolidated financial statements are prepared in accordance with
accounting  principles  generally  accepted  in  the  United  States  and follow
practices within the banking industry.  Application of these principles requires
management  to make estimates, assumptions and judgments that affect the amounts
reported  in  the financial statements and accompanying notes.  These estimates,
assumptions  and  judgments are based on information available as of the date of
the  financial  statements;  accordingly,  as  this  information  changes,  the
financial  statements  could  reflect  different  estimates,  assumptions  and
judgments.  Certain  policies  inherently  have a greater reliance on the use of
estimates,  assumptions  and judgments and as such have a greater possibility of
producing  results  that could be materially different than originally reported.
Estimates,  assumptions  and judgments are necessary when assets and liabilities
are required to be recorded at fair value or when an asset or liability needs to
be  recorded contingent upon a future event.  Carrying assets and liabilities at
fair  value inherently results in more financial statement volatility.  The fair
values  and  information used to record valuation adjustments for certain assets
and  liabilities  are  based  on  quoted  market prices or are provided by other
third-party  sources,  when  available.  When  third  party  information  is not
available,  valuation  adjustments  are  estimated  in good faith by management.

The  most  significant accounting policies followed by the Company are presented
in  Note  1 to the consolidated financial statements included in the 2002 Annual
Report  on  Form  10-K.  These policies, along with the disclosures presented in
the  other financial statement notes and in this discussion, provide information
on how significant assets and liabilities are valued in the financial statements
and how those values are determined.  Based on the valuation techniques used and
the  sensitivity  of financial statement amounts to the methods, assumptions and
estimates  underlying those amounts, management has identified the determination
of  the  allowance  for  loan losses to be the accounting area that requires the
most  subjective and complex judgments, and as such could be the most subject to
revision  as  new  information  becomes  available.

The  allowance for loan losses represents management's estimate of probable loan
losses inherent in the loan portfolio.   Determining the amount of the allowance
for loan losses in considered a critical accounting estimate because it requires
significant  judgment  and the use of estimates related to the amount and timing
of  expected  future  cash flows on impaired loans, estimated losses on pools of
homogeneous  loans  based  on  historical  loss experience, and consideration of
current  economic  trends  and  conditions,  all  of which may be susceptible to
significant  change.  The  loan portfolio also represents the largest asset type
on  the  consolidated  balance  sheet.  Note  1  to  the  consolidated financial
statements  in  the Annual Report on Form 10-K describes the methodology used to
determine  the  allowance  for  loan  losses.

FINANCIAL  CONDITION

ASSETS
------

Total  assets  increased approximately $4.1 million, or 1%, to $283.1 million at
June  30,  2003 from $279.1 million at December 31, 2002.  The increase in total
assets  was  primarily  the  result  of  a  $4.4  million increase in investment
securities,  an  increase  in  net  loans receivable of $4.1 million, and a $2.0
million  increase  in  mortgage  loans  held for sale. The increase in net loans
                                      -9-
<PAGE>

receivable  is  primarily  due  to  a  $6.0 million increase in residential real
estate  loans and a $726,000 increase in commercial loans, partially offset by a
decrease  in  commercial real estate loans of $2.6 million and consumer loans of
$24,000.  These  increases  were  partially offset by a $6.6 million decrease in
cash  and  cash equivalents. The decrease in cash and cash equivalents primarily
resulted  from  $5.0  million  in  cash  proceeds received in June 2002 from the
Company's participation in a pooled trust preferred issuance.  The proceeds have
since  been  invested  in  the  Company's  investment  and  loan  portfolios and
facilitated  the  purchase  of  $2.3  million  of  treasury  stock relating to a
privately  negotiated  stock  repurchase  agreement  in  January  of  2003.

LIABILITIES
-----------

Total  liabilities  increased  by $5.8 million, or 2%, to $261.6 million at June
30,  2003  from  $255.8 million at December 31, 2002.  The increase is primarily
attributable  to  a  $5.3  million,  or  12%,  increase  in borrowed funds and a
$513,000  increase  in  other liabilities.  Borrowed funds were utilized to fund
the  Company's  growth  in  its  investment  and  loan  portfolios.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

Shareholders' equity decreased $1.7 million, or 8%, to $21.5 million at June 30,
2003  from  $23.2  million  at  December 31, 2002. The decrease in shareholders'
equity  primarily results from a $2.7 million increase in treasury stock, offset
by  an  increase  in  retained  earnings  of $526,000 and a $312,000 increase in
accumulated  other  comprehensive  income.  The  increase  in  treasury  stock
represented  the  Company's  privately  negotiated purchase of 160,114 shares of
common  stock  for a price of $2.3 million, or $14.60 per share during the first
quarter  of  2003.  The repurchase represented approximately 6% of the Company's
outstanding  common  stock  as  of  December 31, 2002.  The increase in retained
earnings  is  the  result  of  net  income  of $1.0 million, partially offset by
dividends  declared  of  $484,000  during  the  first  six  months of 2003.  The
Company's mutual holding company parent, Pathfinder Bancorp, M.H.C, accepted the
dividends  for  the  quarter  ended  June  30, 2003 in order to meet its current
liquidity  obligations.

The Company's primary sources of funds are deposits, amortization and prepayment
of  loans  and  maturities  of  investment  securities  and  other  short-term
investments,  earnings  and funds provided from operations and borrowings. While
scheduled  principal  repayments on loans are a relatively predictable source of
funds,  deposit  flows  and  loan  prepayments are greatly influenced by general
interest  rates,  economic  conditions and competition.  The Company manages the
pricing  of  deposits  to  maintain a desired deposit balance.  In addition, the
Company  invests  excess  funds  in  short-term interest-bearing instruments and
other  assets,  which  provide  liquidity  to  meet  lending  requirements.  For
additional information about cash flows from the Company's operating, financing,
and  investing activities, refer to the Statements of Cash Flows included in the
Financial Statements.  The Company adjusts its liquidity levels in order to meet
funding  needs  of  deposit outflows, loan commitments, the acquisition of fixed
assets  and  the  general  operating needs of the Company.  At the quarter ended
June  30,  2003,  the  Company  has  $30.4 million in outstanding commitments to
extend  credit.  Management  believes  the Company has the ability to meet these
outstanding  credit  commitments.  The  Company  also  adjusts  liquidity  as
appropriate  to  meet  its  assets  and  liability  management  objectives.  The
available liquidity as a percentage of core deposits and total assets exceed the
minimum  standards  established  by  the  liquidity  management  policy.
                                      -10-
<PAGE>

RESULTS  OF  OPERATIONS
-----------------------

The  Company  recorded net income of approximately $517,000 for the three months
ended  June  30,  2003, as compared to $360,000 for the same period during 2002.
The  increase in net income of $157,000, or 44%, for the three months ended June
30,  2003,  resulted  primarily  from  an  increase  of $808,000, or 63%, in net
interest  income  after  provision  for  loan  losses,  offset  by a decrease of
$137,000, or 12%, in other income, an increase of $450,000, or 24%, in operating
expenses  and  an  increase  of  $64,000, or 46%, in provision for income taxes.

For  the six months ended June 30, 2003, the Company recorded net income of $1.0
million  as  compared  to  $911,000  for the same period in the prior year.  The
increase  in  net  income  of $99,000, or 11%, for the six months ended June 30,
2003,  was  primarily  the  result  of  an increase in net interest income after
provision for loan losses of $1.1 million, or 32%, and an increase of $27,000 in
other  income, offset by an increase in other operating expenses of $967,000, or
27%,  and  an  increase  in  provision  for  income  taxes  of  $27,000,  or 8%.

Annualized  return  on average assets and return on average shareholders' equity
were  0.73%  and  9.71%,  respectively, for the three months ended June 30, 2003
compared to 0.57% and 6.21% for the second quarter of 2002. Earnings per share -
basic  was  $0.21  for the second quarter of 2003 compared to $0.14 for the same
period  in  2002.  For  the six months ended June 30, 2003, the same performance
measurements  were  0.72% and 9.56%, as compared to 0.73% and 7.95% for the same
period  in  the  prior  year.  Earnings per share-basic for the six months ended
June  30,  2003  was  $0.42  compared  to  $0.36  for  the  same period in 2002.

INTEREST  INCOME
----------------

Three  month  period

Interest  income,  on a tax-equivalent basis, remained relatively consistent, at
$3.9  million  for  the  quarter ended June 30, 2003, as compared to the quarter
ended  June  30, 2002.  The average balance of interest-earning assets increased
to  $253.0  million for the three months ended June 30, 2003 from $231.6 million
in  the  prior  year period, offset by a decrease in the tax equivalent yield on
average  interest-earning  assets  to 6.16% from 6.81%.  The decrease in the tax
equivalent  yield  resulted from the continued period of historically low market
interest  rates.  The  decrease  in the average yield was mitigated by increased
originations  of  residential  real  estate loans and an increase in the average
balance  of  investment  securities.  The increase in loans was primarily due to
the  Company's  continued  emphasis on residential real estate financing and the
Company  competitively  pricing  home  equity loans and lines of credit combined
with  a  marketing  effort  to increase demand for those loans.  The increase in
investment  securities  was  primarily due to the investment of excess liquidity
arising  from  the  assumption of deposits in connection with the acquisition of
the  Lacona, New York branch of Cayuga Bank in October of 2002 and proceeds from
residential  mortgage  loan  sales.

Interest  income  on  loans receivable remained constant at $3.2 million for the
three  months  ended  June  30, 2003 as compared to the same period in the prior
                                      -11-
<PAGE>

year.  The average balance of loans receivable increased $9.1 million, or 5%, to
$186.7  million  at  June  30,  2003  from $177.6 million at June 30, 2002.  The
increase  in  the  average  balance  was  partially  offset by a decrease in the
average  yield  on  loans  receivable  to  6.89%  from  7.30%.

Interest  income  on  the  mortgage-backed  securities  portfolio  increased  by
$101,000,  or  49%,  to  $306,000 for the three months ended June 30, 2003, from
$205,000  for  the  three  months ended June 30, 2002.  The increase in interest
income  on  mortgage-backed  securities resulted from an increase in the average
balance of mortgage-backed securities of $13.6 million, or 88%, partially offset
by  a  decrease in the average yield on mortgage-backed securities to 4.23% from
5.35%.

Interest  income  on investment securities, on a tax equivalent basis, decreased
$116,000,  or  24%,  for  the  three months ended June 30, 2003 to $364,000 from
$480,000  for  the  same period in 2002.  The decrease resulted primarily from a
decrease  in  the  tax  equivalent  yield of investment securities to 4.35% from
5.48%  and  a  decrease  in the average balance of investment securities of $1.5
million,  or  4%.

Interest  income  on interest-earning deposits increased $2,000, to $13,000 from
$11,000 for the three months ended June 30, 2003.  The increase is the result of
a  $416,000  increase  in  the  average  balance  of  interest-earning deposits,
combined  with an increase in the average yield to 1.31% from 1.22% for the same
period  in  the  prior  year.

Six  Month  Period

Interest  income,  on  a tax equivalent basis, remained relatively consistent at
$7.9 million for the six months ended June 30, 2003 and the same period in 2002.
The  tax-equivalent  yield  on  interest-earning  assets decreased to 6.36% from
6.95%,  partially  offset  by  an  increase  in  the  average  balance  of
interest-earning  assets  of $20.3 million, or 9%, to $249.2 million from $228.9
million.

For  the  six  months  ended  June 30, 2003, interest income on loans receivable
decreased  $19,000  as  compared  to the same period in the prior year.  Average
loans  receivable  increased  $10.4  million,  or 6%, while the yield on average
loans  receivable  decreased  to  6.98%  from  7.41%.

For  the  six  months  ended  June  30,  2003  and  2002,  interest  income  on
mortgage-backed  securities was $615,000 and $474,000, respectively, an increase
of  $141,000,  or  30%.  The increase resulted primarily from an increase in the
average balance of mortgage-backed securities of $9.1 million, or 56%, offset by
a  decrease  in  the  average  yield on mortgage-backed securities to 4.88% from
5.88%.  The  increase  in  the  average  balance  of  mortgage backed securities
resulted  from  purchases  of  $17.9 million, partially offset by maturities and
principal  redemptions.

For  the  six  months  ended  June  30,  2003, tax equivalent interest income on
investment  securities  decreased  $155,000,  or  16%,  to  $802,000 compared to
$957,000  for  the  same period in 2002.  The decrease resulted primarily from a
decrease  in  the  average  balance  of  investment securities of $888,000 and a
decrease  in  the  tax  equivalent  yield on investment securities to 4.68% from
5.44%.
                                      -12-
<PAGE>

INTEREST  EXPENSE
-----------------

Three  Month  Period

Interest  expense for the quarter ended June 30, 2003 decreased by approximately
$197,000,  or  11%,  to $1.5 million from $1.7 million when compared to the same
quarter  for  2002.  The  decrease  in  interest  expense  for  the  period  was
principally  the  result of the decrease in the average cost of interest-bearing
deposits  to  2.04% from 2.90%, partially offset by an increase of $30.7 million
in  the  average  balance  of  interest-bearing  deposits.  The  increase in the
average  balance of interest-bearing deposits primarily resulted from the branch
acquisition,  which  included  the  assumption  of  $26.4  million  in deposits,
occurring  in  the  fourth  quarter  of  2002.  The  average  cost of borrowings
increased  to  4.67%  from 4.52%, partially offset by a $2.1 million decrease in
the  average  balance of borrowings.  The increase in the cost of borrowings was
primarily  due  to  the  June  2002  issuance  of the $5.0 million in debentures
underlying  the  mandatory redeemable trust preferred security having an average
cost  of  funds  of  4.81%  for  the  six  months  ending  June  2003.

Six  Month  Period

For  the six months ended June 30, 2003, interest expense decreased $387,000, or
11%,  when  compared  to the first six months of 2002.  The decrease in interest
expense  for  the  period  was  the  result of a decrease in the average cost of
interest  bearing liabilities to 2.66%, from 3.35%, offset by an increase in the
average  balance  of interest bearing liabilities of $25.6 million, or 12%.  The
decrease  primarily  resulted from the average cost of interest-bearing deposits
decreasing  to 2.08% from 2.99%, partially offset by 21% increase in the average
balance  of  interest-bearing  deposits.


NET  INTEREST  INCOME
---------------------

Net  interest  income,  on a tax equivalent basis, increased $157,000, or 7%, to
$2.4  million  for  the  quarter  ended June 30, 2003, when compared to the same
period  in  the  prior  year.

For the six months ended June 30, 2003, net interest income, on a tax equivalent
basis,  increased $363,000, or 8%, when compared to the same period in the prior
year.

Net  interest margin for the quarter ended June 30, 2003 decreased to 3.74% from
3.82%  when  compared  to the same period in the prior year.  For the six months
ended  June  30,  2003,  net  interest  margin  decreased  to 3.85%, from 3.87%.

PROVISION  AND  ALLOWANCE  FOR  LOAN  LOSSES
--------------------------------------------

The  Company  maintains  an  allowance  for  loan  losses based upon a quarterly
evaluation  of  known and inherent risks in the loan portfolio, which includes a
review  of  the  balances  and  composition  of  the  loan  portfolio as well as
analyzing  the  level  of  delinquencies  in each segment of the loan portfolio.
Loan  loss  reserves are based upon a methodology that uses loss factors applied
to  loan  balances  and reflects actual loss experience, delinquency trends, and
current  economic  conditions,  as  well  as standards applied by the FDIC.  The
Company  established  a  provision for possible loan losses for the three months
ended  June 30, 2003 of $260,000, as compared to a provision of $907,000 for the
three  months  ended  June  30,  2002.
                                      -13-
<PAGE>

In  the  first six months of 2002, the Company took actions to increase reserves
to  address  the  deterioration  in  credit  quality  of  two commercial lending
relationships.  During  the  second  half of 2002, the Company foreclosed on the
assets  of  one of the borrowers and transferred the net realizable value of the
assets  to  other real estate owned and charged-off the other relationship.  The
Company's  allowance  for  loan  losses to nonperforming loans ratio improved to
124.37%  at  June  30,  2003  as  compared  to 61.15% at June 30, 2002.  Similar
improvement  was  noted when comparing the ratio of nonperforming loans to total
loans of .69% at June 30, 2003 to the June 30, 2002 ratio of 2.01%.  The Company
had  nonperforming  loans  of  $1.3  million  at June 30, 2003.  The Company has
experienced  a  reduction in delinquent loans (greater than 30 days past due) to
$3.5  million  from  $6.1  million  at  December  31, 2002.  $2.0 million of the
reduction  in  delinquencies related to the modification of a commercial lending
relationship  that  is  now  current  under  the  new  terms.  The  decrease  in
delinquent  loans  is  attributable  to  management's  efforts  to  improve loan
collection  procedures,  loss mitigation efforts and the retention of an outside
consulting  firm  to  perform  a  review  of  the  commercial  loan  portfolio.

NONINTEREST  INCOME
-------------------

The  Company's  noninterest  income  is principally comprised of fees on deposit
accounts and transactions, loan servicing, commissions, and net gains and losses
on  the  sale  of  securities,  loans  and  other  real estate gains and losses.
Noninterest  income,  net of gains and losses from the sale of securities, loans
and  other real estate, increased 21% to $483,000 for the quarter ended June 30,
2003 compared to $399,000 for the same period in the prior year. The increase in
noninterest  income  is  primarily attributable to a $61,000 increase in service
charges on deposit accounts and a $27,000 increase in other charges, commissions
and  fees.  The  increase  in  service  charges on deposit accounts is primarily
attributable  to  an  increase  in  the  number  of  deposit  accounts  and  the
introduction  of new services to depositors.  Net gains and losses from the sale
of securities decreased $218,000 to $355,000 for the quarter ended June 30, 2003
compared  to  $573,000  for  the  same  period  in  the  prior  year.

For  the  six  months  ended  June 30, 2003, noninterest income, net of gain and
losses  from  the sale of securities, loans and other real estate, increased 10%
to  $839,000  compared  to  $766,000 for the same period in the prior year.  The
increase  in noninterest income is primarily attributable to an $81,000 increase
in  service charges on deposit accounts and a $24,000 increase in other charges,
commissions  and  fees.  Net  gains  and  losses  from  the  sale  of securities
decreased  $97,000  to $521,000 from $617,000 for same period in the prior year.
The $50,000 increase in net gain on loans and other real estate resulted from an
increase  in  gain recognized on real estate loans sold to the secondary market.

NONINTEREST  EXPENSE
--------------------

Noninterest  expenses  increased  24% to $2.3 million for the quarter ended June
30,  2003,  when compared to the same period in the prior year.  The increase in
noninterest  expenses  was  due  to  a  $133,000 increase in salary and employee
benefits,  a $59,000 increase in building occupancy expenses, a $35,000 increase
in  data  processing  expenses,  a  $56,000  increase  in  the  amortization  of
intangible  asset and an $199,000 increase in other expenses.   The increases in
                                      -14-
<PAGE>

operating  costs  are  primarily  attributable to the operation of an additional
branch  location  acquired in October 2002.  Salaries and employee benefits were
also  impacted  by  increases  in  pension  benefit  costs  and health insurance
benefits.  In  addition,  the increase in other expenses resulted primarily from
$164,000  in  nonrecurring  expenses  relating  to personnel realignment.  These
increases  were partially offset by a $31,000 decrease in professional and other
services.

For  the six months ended June 30, 2003, noninterest expense increased $967,000,
or  27%,  compared  to  the  same  period  in 2002.  The increase in noninterest
expense  was  the  result of a $462,000, or 27%, increase in salary and employee
benefits,  a  $137,000,  or  37%,  in  building  occupancy expenses, an $112,000
increase  in  amortization  expenses  and  a $290,000, or 44%, increase in other
expenses.  Expense  increases  primarily  resulted  from  the  operation  of  an
additional  branch  and  the amortization of branch acquisition intangibles.  In
addition,  included  in  other  expenses  is  $164,000  in nonrecurring expenses
relating  to personnel realignment. These expenses were offset by a reduction of
$49,000,  or  12%,  in  professional  and  other  service  expense.

INCOME  TAXES
-------------

Income  taxes  increased $64,000 for the quarter ended June 30, 2003 as compared
to  the same period in the prior year.  This increase was primarily attributable
to  a $220,000 increase in the Company's pre-tax income.  The effective tax rate
is  consistent  at  28%  when  compared  to  the  same period in the prior year.

For  the  six months ended June 30, 2003, income taxes increased $27,000, or 8%,
as  compared  to  the six months ended June 30, 2002.  The effective tax rate is
consistent  at  27%  when  compared  to  the  same  period  in  the  prior year.


                                      -15-
<PAGE>

ITEM  3  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

The Company's most significant form of market risk is interest rate risk, as the
majority  of  the  Company's  assets and liabilities are sensitive to changes in
interest  rates.  The Company's mortgage loan portfolio, consisting primarily of
loans on residential real property located in Oswego County, is subject to risks
associated  with the local economy.  The Company's interest rate risk management
program  focuses  primarily  on  evaluating  and managing the composition of the
Company'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 interest expense.

The  extent  to  which such assets and liabilities are "interest rate sensitive"
can  be  measured by an institution's interest rate sensitivity "gap".  An asset
or liability is said to be interest rate sensitive within a specific time period
if  it  will  mature  or  reprice  within  that  time period.  The interest rate
sensitivity  gap  is  defined  as  the  difference  between  the  amount  of
interest-earning  assets maturing or repricing within a specific time period and
that  amount  of  interest-bearing liabilities maturing or repricing within that
time  period.  A  gap  is  considered  positive when the amount of interest rate
sensitive  assets  exceeds the amount of interest rate sensitive liabilities.  A
gap  is  considered  negative  when  the  amount  of  interest  rate  sensitive
liabilities  exceeds  the  amount  of  interest rate sensitive assets.  During a
period  of  rising interest rates, a negative gap would tend to adversely affect
net  interest  income  while  a positive gap would tend to positively affect net
interest  income.  Conversely,  during  a  period  of  falling interest rates, a
negative  gap  would  tend  to  positively  affect  net  interest income while a
positive  gap  would  tend  to  adversely  affect  net  interest  income.

Generally,  the  Company  tends  to  fund  longer-term loans and mortgage-backed
securities with shorter-term time deposits, repurchase agreements, and advances.
The impact of this asset/liability mix creates an inherent risk to earnings in a
rising  interest  rate  environment.  In a rising interest rate environment, the
Company's  cost  of  shorter-term  deposits may rise faster than its earnings on
longer-term loans and investments.  Additionally, the prepayment of principal on
real  estate  loans  and  mortgage-backed  securities tends to decrease as rates
rise,  providing  less available funds to invest in the higher rate environment.
Conversely,  as  interest  rates  decrease,  the  prepayment  of  principal  on
real-estate  loans and mortgage-backed securities tends to increase, causing the
Company  to  invest  funds in a lower rate environment.  The potential impact on
earnings  from  this  mismatch  is  mitigated  to a large extent by the size and
stability  of  the  Company's  savings  accounts.  Savings  accounts  have
traditionally  provided  a  source  of  relatively  low  cost  funding  that has
demonstrated  a  historically  low  sensitivity  to  interest rate changes.  The
Company  generally matches a percentage of these, which are deemed core, against
longer-term loans and investments. In addition, the Company has sought to extend
the  terms  of its time deposits.  In this regard, the Company has, on occasion,
offered  certificates  of  deposits  with  three and four year terms which allow
depositors  to  make  a  one-time  election,  at any time during the term of the
certificate  of deposit, to adjust the rate of the certificate of deposit to the
then  prevailing  rate  for  a  certificate  of  deposit  with  the  same  term.

The  Company  has  further  sought  to  reduce the term of a portion of its rate
sensitive assets by originating one year ARM loans, three year/one year and five
                                      -16-
<PAGE>

year/one year ARM loans (mortgage loans which are fixed rate for the first three
or  five  years  and  adjustable  annually  thereafter)  and  by  maintaining  a
relatively  short  term  investment  securities (original maturities of three to
seven  years)  portfolio  with  staggered  maturities.   The  Company  generally
maintains  in  its  portfolio  fixed interest rate loans with terms less than 20
years.  By  policy, the Company may only maintain up to 5% of the loan portfolio
in  fixed  rate loans exceeding 20 years.  Thirty-year fixed rate loans not held
in  portfolio  are held for sale into the secondary market.  The Company manages
interest  rate  and credit risk associated with the mortgage loans held for sale
and outstanding loan commitments through utilization of forward sale commitments
of  mortgage-backed  securities  for the purpose of passing along these risks to
acceptable  third  parties.  Management  generally  enters  into  forward  sale
commitments  to  minimize  the  exposure  to longer term fixed rate mortgages in
mortgage  loans held for sale and mortgage commitments where interest rate locks
have  been  granted.  At  June  30, 2003, there were $6.0 million in outstanding
forward  sale  commitments.  To  manage  interest  rate  risk  within  the  loan
portfolio,  ARM  loans  are originated with terms that provide that the interest
rate  on  such  loans  cannot  adjust  below  the  initial  rate.

The  Company  manages  its  interest  rate  sensitivity  by  monitoring (through
simulation and net present value techniques) the impact on its GAP position, net
interest  income  ("earnings at risk"), and the market value of portfolio equity
("value  at risk")  to changes in interest rates on its current and forecast mix
of  assets  and  liabilities.  The  Company  has  an  Asset-Liability Management
Committee  which is responsible for reviewing the Company's assets and liability
policies,  setting  prices  and terms on rate-sensitive products, and monitoring
and  measuring  the  impact  of interest rate changes on the Company's earnings.
The  Committee  meets  monthly  on  a  formal  basis and reports to the Board of
Directors  on  interest  rate risks and trends, as well as liquidity and capital
ratios and requirements.  The Company does not have a targeted gap range, rather
the  Board  of  Directors  has  set parameters of percentage change by which net
interest  margin  and  the  market  value  of  portfolio  equity are affected by
changing  interest  rates.  The Board and management deem these measures to be a
more  significant  and  realistic  means  of  measuring  interest  rate  risk.

GAP ANALYSIS.  At June 30, 2003, the total interest bearing liabilities maturing
or  repricing within one year exceeded total interest-earning assets maturing or
repricing  in  the  same  period  by  $25.6  million,  representing a cumulative
one-year  gap  ratio  of  a  negative  9.03%.

EARNINGS  AT RISK AND VALUE AT RISK.  The following table measures the Company's
interest  rate  risk  exposure  in  terms  of  the  percentage change in its net
interest  income  and net portfolio value as a result of hypothetical changes in
50  basis  point increments in market interest rates.  Net portfolio value (also
referred  to  as  market value of portfolio equity) represents the fair value of
net  assets  (determined as the market value of assets minus the market value of
liabilities).  The  table  quantifies the changes in net interest income and net
portfolio  value  to parallel shifts in the yield curve.  The column "Earning at
Risk"  measures  the  percentage change to the next twelve months' projected net
interest  income,  due to parallel shifts in the yield curve.  The column "Value
at Risk" measures the percentage changes in the current net mark-to-market value
of  assets  and liabilities due to parallel shifts in the yield curve.  The base
case  assumes  June  30, 2003 interest rates.  The Company uses these percentage
changes  as  a means to measure interest rate risk exposure and quantifies those
changes  against  guidelines  set  by  the  Board  of  Directors  as part of the
Company's  Interest  Rate Risk policy.  The Company's current interest rate risk
exposure  is  within  those  guidelines  set  forth.

CHANGE  IN  INTEREST  RATES
     INCREASE  (DECREASE)
         BASIS  POINTS                 EARNINGS                   VALUE
         (RATE  SHOCK)                 AT  RISK                  AT  RISK
--------------------------------------------------------------------------------

            300                         -8.47%                    -24.77%
            200                         -5.16%                    -14.72%
            100                         -2.06%                    - 5.57%
           Base  Case
           (100)                         1.52%                      1.32%
           (200)                        -1.12%                      6.49%
           (300)                        -6.81%                     13.89%

                                      -17-
<PAGE>

ITEM  4  -  CONTROLS  AND  PROCEDURES

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


                                      -18-
<PAGE>
PART  II  -  OTHER  INFORMATION
-------------------------------

LEGAL  PROCEEDINGS
------------------

None

CHANGES  IN  SECURITIES
-----------------------

Not  applicable

DEFAULTS  UPON  SENIOR  SECURITIES
----------------------------------

Not  applicable

SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
-----------------------------------------------------------

The Company's Meeting of Shareholders was held on April 30, 2003.  The following
are  the  items  voted  on  and  the  results  of  the  shareholder  voting.

1.     The election of Bruce E. Manwaring, L. William Nelson and George P. Joyce
to  serve  as  directors of the Company, each for a term of three years or until
his  successor  has  been  elected  and  qualified.

                  Name                 For       Withheld
          --------------------     ---------     --------

          Bruce  E.  Manwaring     2,379,273      8,074
          L.  William  Nelson      2,379,273      8,074
          George  P.  Joyce        2,373,119     14,228

Set forth below are the names of the other directors of the Bank and their terms
of  office.

              Name               Term  Expires
     ----------------------     --------------

     Steven  W.  Thomas              2004
     Corte  J.  Spencer              2004
     Janette  Resnick                2004
     Chris  C.  Gagas                2005
     Thomas  W.  Schneider           2005
     Chris  R.  Burritt              2005
     Raymond  W.  Jung               2005

2.     The  ratification  of  the appointment of Pricewaterhouse Coopers, LLP as
auditors  for  the  fiscal  year  ending  December  31,  2003.

                                    For       Against      Abstain
                                  ---------   -------      -------
          Number  of  Votes       2,441,882     7,624        1,918



                                      -19-
<PAGE>


OTHER  INFORMATION
------------------

On  June  17,  2003,  the  Board  of  Directors declared a $.10 cash dividend to
shareholders  of  record as of June 30, 2003, payable on July 15, 2003.  On July
24,  2003,  the Board of Directors named Janette Resnick Chair of the Pathfinder
Bancorp,  Inc.  and  Pathfinder  Bank.  Mrs. Resnick replaces Chris C. Gagas who
stepped  down  as chairman.  Mrs. Resnick, who joined the board in 1996, assumes
the  role  of  chair  effective  immediately.

EXHIBITS  AND  REPORTS  ON  FORM  8-K
-------------------------------------
Exhibit  31.1  - Certification pursuant to Section 302 of the Sarbanes-Oxley act
of  2002.

Exhibit  31.2  - Certification pursuant to Section 302 of the Sarbanes-Oxley act
of  2002.

Exhibit  32.1  -  Officers'  Certification  Pursuant  to  Section  906  of  the
Sarbanes-Oxley  act  of  2002.


The Company had two Current Reports on Form 8-K during the second quarter ending
June  30, 2003 dated April 25, 2003 and May 14, 2003 reporting the first quarter
earnings  release  and  an  adjustment  to  the  first quarter earnings release,
respectively.



                                      -20-


<PAGE>

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

I,  Thomas  W.  Schneider,  President and Chief Executive Officer, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Pathfinder Bancorp,
Inc;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting  (as  defined  in  Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant  and  have:

   a)  designed  such  disclosure  controls  and  procedures,  or  caused  such
       disclosure  controls and procedures to be designed under our supervision,
       to ensure that material information relating to the registrant, including
       its consolidated subsidiaries, is made known to us by others within those
       entities,  particularly  during the period in which this quarterly report
       is  being  prepared;

   b)  designed  such  internal control over financial reporting, or caused such
       internal  control  over  financial  reporting  to  be  designed under our
       supervision, to provide reasonable assurance regarding the reliability of
       financial  reporting  and  the  preparation  of  financial statements for
       external  purposes  in  accordance  with  generally  accepted  accounting
       principles;

   c)  evaluated  the  effectiveness of the registrant's disclosure controls and
       procedures  and  presented in this quarterly report our conclusions about
       the  effectiveness  of  the disclosure controls and procedures, as of the
       end  of  the  period  covered  by  this  quarterly  report  based on such
       evaluation;  and

   d) disclosed in this quarterly report any change in the registrant's internal
       control  over  financial  reporting that occurred during the registrant's
       most recent fiscal quarter that has materially affected, or is reasonably
       likely  to  materially  affect,  the  registrant's  internal control over
       financial  reporting;  and

5.     The registrant's other certifying officers and I have disclosed, based on
our  most recent evaluation of internal control over financial reporting, to the
registrant's  auditors  and  the  audit  committee  of the registrant's board of
directors:

   a)  all  significant  deficiencies  and  material weaknesses in the design or
       operation  of  internal  control  over  financial  reporting  which  are
       reasonably likely to adversely affect the registrant's ability to record,
       process,  summarize  and  report  financial  information;  and

   b)  any  fraud,  whether  or  not material, that involves management or other
       employees  who  have  a  significant  role  in  the registrant's internal
       control  over  financial  reporting.



Date:  August 14, 2003                /s/ Thomas W Schneider
      ----------------------------------------------------------------------
                                      Thomas  W.  Schneider,  President  and
                                      Chief    Executive  Officer



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

I,  James  A.  Dowd,  Vice  President and Chief Financial Officer, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Pathfinder Bancorp,
Inc;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting  (as  defined  in  Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant  and  have:

   a)  designed  such  disclosure  controls  and  procedures,  or  caused  such
       disclosure  controls and procedures to be designed under our supervision,
       to ensure that material information relating to the registrant, including
       its consolidated subsidiaries, is made known to us by others within those
       entities,  particularly  during the period in which this quarterly report
       is  being  prepared;

   b)  designed  such  internal control over financial reporting, or caused such
       internal  control  over  financial  reporting  to  be  designed under our
       supervision, to provide reasonable assurance regarding the reliability of
       financial  reporting  and  the  preparation  of  financial statements for
       external  purposes  in  accordance  with  generally  accepted  accounting
       principles;

   c)  evaluated  the  effectiveness of the registrant's disclosure controls and
       procedures  and  presented in this quarterly report our conclusions about
       the  effectiveness  of  the disclosure controls and procedures, as of the
       end  of  the  period  covered  by  this  quarterly  report  based on such
       evaluation;  and

   d) disclosed in this quarterly report any change in the registrant's internal
       control  over  financial  reporting that occurred during the registrant's
       most recent fiscal quarter that has materially affected, or is reasonably
       likely  to  materially  affect,  the  registrant's  internal control over
       financial  reporting;  and

5.     The registrant's other certifying officers and I have disclosed, based on
our  most recent evaluation of internal control over financial reporting, to the
registrant's  auditors  and  the  audit  committee  of the registrant's board of
directors:

   a)  all  significant  deficiencies  and  material weaknesses in the design or
       operation  of  internal  control  over  financial  reporting  which  are
       reasonably likely to adversely affect the registrant's ability to record,
       process,  summarize  and  report  financial  information;  and

   b)  any  fraud,  whether  or  not material, that involves management or other
       employees  who  have  a  significant  role  in  the registrant's internal
       control  over  financial  reporting.




Date:  August 14, 2003     /s/ James  A . Dowd
      ----------------------------------------------------------------------
                           James  A.  Dowd,  Vice  President  and
                           Chief  Financial  Officer


<PAGE>

SIGNATURES





Under  the  requirements of the Securities Exchange Act of 1934, the Company has
duly  caused this report to be signed on its behalf by the undersigned thereunto
duly  authorized.




     PATHFINDER  BANCORP,  INC.
     --------------------------



                                            /s/  Thomas  W.  Schneider
                                            --------------------------
Date:     August  14,  2003                      Thomas  W.  Schneider
          -----------------      President,  Chief  Executive  Officer


                                                  /s/  James  A.  Dowd
                                                   -------------------
Date:     August  14,  2003                            James  A.  Dowd
          -----------------         Vice  President,  Chief  Financial
                                                               Officer

<PAGE>

                                                                    Exhibit 32.1


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




Thomas  W.  Schneider,  President and Chief Executive Officer and James A. Dowd,
Vice  President  and  Chief  Financial  Officer of Pathfinder Bancorp, Inc. (the
"Company") each certify in his capacity as an officer of the Company that he has
reviewed  the quarterly report of the Company on Form 10-Q for the quarter ended
June  30,  2003  and  that  to  the  best  of  his  knowledge:

1)     the  report fully complies with the requirements of Sections 13(a) 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.

The  purpose  of  this  statement is solely to comply with Title 18, Chapter 63,
Section  1350  of  the  United  States  Code,  as  amended by Section 906 of the
Sarbanes-Oxley  Act  of  2002.



August  14,  2003           /s/Thomas  W.  Schneider
-----------------           ------------------------
Date                        President  and  Chief  Executive  Officer


August  14,2003           /s/  James  A.  Dowd
---------------           --------------------
Date                      Vice  President  and  Chief  Financial  Officer