EXHIBIT  31.2:  RULE  13A-14(A) / 15D-14(A) CERTIFICATION OF THE CHIEF FINANCIAL
OFFICER

Certification  of  Chief  Financial  Officer

Pursuant  to  Section  302  of  the  Sarbanes-Oxley  Act  of  2002

I,  James  A.  Dowd,  Senior 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 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
     report;

3.   Based on  my  knowledge,  the  financial  statements,  and  other financial
     information  included  in  this  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 report;

4.   The registrant's  other  certifying  officer  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  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  report  our
               conclusions  about  the  effectiveness of the disclosure controls
               and  procedures,  as  of  the  end  of the period covered by this
               report  based  on  such  evaluation;  and
          (d)  Disclosed  in  this  report  any  change  in  the  registrant's
               internal  control  over  financial reporting that occurred during
               the  registrant's  most  recent  fiscal quarter (the registrant's
               fourth  fiscal  quarter in the case of an annual report) 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  officer 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.


May 15, 2008      /s/  James  A.  Dowd
                  --------------------
                  James  A.  Dowd
                  Senior  Vice  President  and  Chief  Financial  Officer