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 SEPTEMBER 30, 2000

                         SEC Exchange Act No. 000-23601

                            Pathfinder Bancorp, Inc.

               (Exact name of issuer as specified in its charter)


                                    Delaware

            (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 2,617,245 shares
of the Company's common stock outstanding as of November 10, 2000.


<PAGE>



                            PATHFINDER BANCORP, INC.
                                      INDEX


PART 1    FINANCIAL INFORMATION                                          PAGE

Item 1.   Financial Statements

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

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

Item 3.   Quantitative and Qualitative Disclosures about Market Risk   14 - 15


PART II   OTHER INFORMATION                                              16

          Item 1.  Legal proceedings
          Item 2.  Change in securities
          Item 3.  Default 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>



                            PATHFINDER BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CONDITION
              September 30, 2000 (unaudited) and December 31, 1999

<TABLE>
<CAPTION>

                                               September 30,      December 31,
                                                   2000               1999
                                               ------------       ------------
              ASSETS
              ------
         <S>                                        <C>                <C>
Cash and due from banks                        $  3,266,478       $  4,280,255
Federal funds sold                                  124,985                  -
                                               ------------       ------------
   Total cash and cash equivalents                3,391,463          4,280,255

Investment securities                            64,963,003         66,397,491
Mortgage loans held-for-sale                        507,863            697,405
Loans:
  Real estate                                   128,983,388        119,167,708
  Consumer and other                             15,873,270         12,129,363
                                               ------------       ------------
  Total loans                                   144,856,658        131,297,071
  Less: Allowance for loan losses                 1,245,252          1,149,677
        Unearned discounts and
        origination fees and costs, net             111,408             84,453
                                               ------------       ------------
   Loans receivable, net                        143,499,998        130,062,941

Premises and equipment, net                       4,791,774          4,869,553
Accrued interest receivable                       1,697,205          1,431,251
Other real estate                                 1,064,420            641,384
Intangible assets, net                            2,736,548          2,973,365
Other assets                                      5,362,598          4,969,908
                                               ------------       ------------
   Total assets                                $228,014,872       $216,323,553

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Deposits:
  Interest bearing                             $150,920,807       $142,690,583
  Noninterest bearing                            10,871,689          9,745,513
                                               ------------       ------------
   Total deposits                               161,792,496        152,436,096
Borrowed funds                                   44,166,500         42,879,500
Other liabilities                                 1,843,624            933,345
                                               ------------       ------------
   Total liabilities                            207,802,620        196,248,941

Shareholders' equity:
  Common stock, par value $.10 per share;
   authorized 9,000,000 shares; issued
   2,884,720 shares; and 2,617,245 and
   2,639,245 shares outstanding for 2000
   and 1999, respectively                            288,472            288,472
  Additional paid in capital                       6,920,223          6,912,580
  Retained earnings                               17,582,917         18,121,372
  Unearned stock based compensation                 (496,370)          (981,125)
  Unearned ESOP shares                              (247,766)          (287,609)
  Accumulated other comprehensive loss              (572,290)          (895,894)
  Treasury stock, at cost; 267,475 and
   245,475 shares, respectively                   (3,262,934)        (3,083,184)
                                               -------------      -------------
  Total shareholders' equity                      20,212,252         20,074,612
                                               -------------      -------------
  Total liabilities and shareholders' equity   $ 228,014,872      $ 216,323,553
                                               =============      =============
</TABLE>

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


                                       -1-


<PAGE>




                            PATHFINDER BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF INCOME
      For the three months ended September 30, 2000 and September 30, 1999
                                   (unaudited)
<TABLE>
<CAPTION>

                                               September 30,     September 30,
                                                   2000              1999
                                               -------------     -------------
INTEREST INCOME:
   <S>                                               <C>               <C>
  Loans                                        $   2,959,114     $   2,715,917
  Interest and dividends on investments:
    U.S. Treasury and agencies                       189,369           147,735
    State and political subdivisions                  89,826            92,544
    Corporate                                        389,248           400,101
    Marketable equity securities                      68,916            32,511
    Mortgage-backed                                  355,752           400,021
    Federal funds sold and interest-bearing
     deposits                                          5,517             2,148
                                               -------------     -------------
      Total interest income                        4,057,742         3,790,977

INTEREST EXPENSE:
  Interest on deposits                             1,503,557         1,318,538
  Interest on borrowed funds                         705,557           497,975
                                               -------------     -------------
    Total interest expense                         2,209,114         1,816,513
                                               -------------     -------------
      Net interest income                          1,848,628         1,974,464
  Provision for loan losses                           49,697           151,151
                                               -------------     -------------
      Net interest income after provision
       for loan losses                             1,798,931         1,823,313
                                               -------------     -------------

OTHER INCOME:
  Service charges on deposit accounts                114,223           133,113
  Loan servicing fees                                 32,697            24,002
  Cash surrender value                                41,322            52,161
  Net securities losses                                 (199)          (53,541)
  Other charges, commission and fees                 100,175            84,053
                                               -------------     -------------
    Total other income                               288,218           239,788
                                               -------------     -------------

OTHER EXPENSES:
  Salaries and employee benefits                     717,386           861,315
  Building occupancy                                 188,760           196,945
  Data processing expenses                           259,183           209,513
  Professional and other services                    135,835           159,804
  Amortization of intangible asset                    78,939            78,939
  Other expenses                                     333,770           287,475
                                               -------------     -------------
    Total other expenses                           1,713,873         1,793,991
                                               -------------     -------------
Income before income taxes                           373,276           269,110
Provision for income taxes                           115,935            73,691
                                               -------------     -------------
Net income                                     $     257,341     $   $ 195,419
                                               =============     =============
Net income per share - basic                   $         .10     $        0.08
                                               =============     =============
Net income per share - diluted                 $         .10     $        0.07
                                               =============     =============
</TABLE>


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

                                       -2-


<PAGE>



                            PATHFINDER BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
      For the nine months ended September 30, 2000 and September 30, 1999
                                   (unaudited)
<TABLE>
<CAPTION>

                                                September 30,     September 30,
                                                    2000              1999
                                                -------------     ------------
INTEREST INCOME:
   <S>                                               <C>               <C>
  Loans                                         $   8,489,387     $  8,071,110
  Interest and dividends on investments:
    U.S. Treasury and agencies                        595,114          200,222
    State and political subdivisions                  272,958          263,088
    Corporate                                       1,119,452        1,141,047
    Marketable equity securities                      143,498           76,430
    Mortgage-backed                                 1,125,757        1,047,584
    Federal funds sold and interest-bearing
     deposits                                           7,078           58,425
                                                -------------     ------------
       Total interest income                       11,753,244       10,857,906

INTEREST EXPENSE:
  Interest on deposits                              4,218,228        4,035,382
  Interest on borrowed funds                        1,942,340        1,096,784
                                                -------------     ------------
       Total interest expense                       6,160,568        5,132,166
                                                -------------     ------------
          Net interest income                       5,592,676        5,725,740
   Provision for loan losses                          193,106          311,612
                                                -------------     ------------
          Net interest income after provision
            for loan losses                         5,399,570        5,414,128
                                                -------------     ------------
OTHER INCOME:
  Service charges on deposit accounts                 335,569          363,660
  Loan servicing fees                                  94,671           67,310
  Cash surrender value                                123,966          166,483
  Net securities (losses) gains                      (209,449)          19,834
  Other charges, commission and fees                  261,409          250,396
                                                -------------     ------------
       Total other income                             606,166          867,683
                                                -------------     ------------

OTHER EXPENSES:
  Salaries and employee benefits                    2,363,308        2,473,134
  Building occupancy                                  603,341          553,979
  Data processing expenses                            616,110          580,326
  Professional and other services                     449,960          569,157
  Amortization of intangible asset                    236,817          236,817
  Other expenses                                    1,143,735          808,712
  Unusual items                                       578,176                -
                                                -------------     ------------
    Total other expenses                            5,991,447        5,222,125
                                                -------------     ------------
Income before income taxes                             14,289        1,059,686
Provision for income taxes                             89,592          290,996
                                                -------------     ------------
Net (loss) income                               $     (75,303)    $    768,690
                                                =============     ============
Net (loss) income per share - basic             $       (0.03)    $       0.28
                                                =============     ============
Net (loss) income per share - diluted           $       (0.03)    $       0.27
                                                =============     ============
</TABLE>

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


                                       -3-


<PAGE>





                            PATHFINDER BANCORP, INC.
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                      NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                                                Accum.
                                Common  Stock       Add't                Unearned    Unearned   Other
                            --------------------   Paid in   Retained   Stock-Based    ESOP     Comp.       Treasury
                             Shares      Amount    Capital   Earnings   Compensation  Shares    Loss          Stock         Total
------------------------------------------------------------------------------------------------------------------------------------
         <S>                   <C>        <C>        <C>        <C>          <C>        <C>       <C>           <C>          <C>
Balance, December 31, 1999  2,884,720  $288,472  $6,912,580 $18,121,372 $ (981,125) $(287,609) $(895,894)  $(3,083,184) $20,074,612

Comprehensive loss:
 Net loss                                                       (75,303)                                                    (75,302)
 Other comprehensive loss,
  net of tax:
   Unrealized depreciation
   in available-for-sale
   securities, net of
   reclassification amount (Note 1)                                                              323,604                    323,604
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive loss                                              (75,303)                         323,604                    248,302

ESOP shares earned                                    7,643                            39,843                                47,486

Treasury stock purchased                                                                                      (179,750)    (179,750)

Stock based compensation
  earned                                                                   484,755                                          484,755

Dividends declared
 (.18 per share)                                               (463,152)                                                   (463,153)
                          ------------ --------- ------------ ----------  ---------- ---------  ---------- -----------  -----------
Balance,
  September 30, 2000         2,884,720 $ 288,472 $  6,920,223 $17,582,917 $(496,370) $(247,766) $(572,290) $(3,262,934) $20,212,252
                          ============ ========= ============ =========== ========== ========== ========== ============ ===========


Note 1 - Disclosure of
  reclassification amount
 Unrealized net gains on securities:
  Unrealized holding gains arising
   during the period                   $ 743,474
  Less: reclassification adjustment
   for losses
    Included in net income               204,134
                                       ---------
                                         539,340
   Income tax provision                 (215,736)
                                       ---------
                                       $(323,604)
</TABLE>

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

                                       -4-


<PAGE>



                            PATHFINDER BANCORP, INC.
                            STATEMENTS OF CASH FLOWS
       For the nine months ended September 30, 2000 and September 30, 1999
                                   (unaudited)
<TABLE>
<CAPTION>

                                            September 30,        September 30,
                                                2000                 1999
                                            -------------        -------------
OPERATING ACTIVITIES:
      <S>                                        <C>                  <C>
 Net (loss) income                          $    (75,303)        $     768,690
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
   Provision for loan losses                     193,106               311,612
   ESOP and other stock-based compensation
    earned                                       532,241               661,055
   Realized loss/(gain) on:
    Sale of real estate acquired through
     foreclosure                                   1,053                    --
    Sale of loans                                  5,315               (77,262)
    Available-for-sale investment securities     204,134                57,428
   Depreciation                                  356,383               311,520
   Amortization of intangibles                   236,817               236,817
   Net accretion of premiums and discounts on
    investment securities                        (12,533)               36,270
   Increase in interest receivable              (265,954)             (205,332)
   Net change in other assets and liabilities    379,422               205,079
                                             -----------          ------------
 Net cash provided by operating activities     1,554,681             2,196,766
                                             -----------          ------------

INVESTING ACTIVITIES:
   Purchase of investment securities available
    for sale                                  (5,442,232)          (25,252,470)
   Proceeds from maturities and principle
    reductions of investment securities
    available for sale                         1,923,771             8,168,758
   Proceeds from sale of:
    Real estate acquired through foreclosure     213,544                50,912
    Loans                                        898,610             4,082,918
    Available-for-sale investment securities   5,300,685                    --
   Net increase in loans                     (14,982,179)           (8,754,625)
   Purchase of premises and equipment           (278,604)             (368,030)
   (Increase) decrease in surrender value of
    life insurance                               (77,966)              127,476
   Other investing activities                         --               (25,569)
                                             -----------          ------------
 Net cash used in investing activities       (12,444,371)          (21,970,630)
                                             -----------          ------------

FINANCING ACTIVITIES
 Netincrease (decrease) in demand deposits,
  NOW accounts,  savings accounts, money
  market deposit accounts and escrow accounts
  and escrow deposits                            852,416             5,227,471)
 Net increase (decrease) increase in time
  deposits                                     8,503,984            (1,520,470)
 Net proceeds from borrowings                  1,287,000            24,573,500
 Proceeds from stock option exercised                 --                47,727
 Cash dividends                                 (462,752)             (455,583)
 Treasury stock purchased                       (179,750)             (987,353)
                                             -----------          ------------
Net cash provided by financing activities     10,000,898            16,430,350
Decrease in cash and cash equivalents           (888,792)           (3,343,514)
Cash and cash equivalents at beginning of
  period                                       4,280,255             6,516,238
                                             -----------          ------------
 Cash and cash equivalents at end of period  $ 3,391,463          $  3,172,724
                                             ===========          ============
</TABLE>










                                     -5-


<PAGE>



                            PATHFINDER BANCORP, INC.
                            STATEMENTS OF CASH FLOWS
       For the nine months ended September 30, 2000 and September 30, 1999
                                   (unaudited)
<TABLE>
<CAPTION>

                                               September 30,     September 30,
                                                   2000              1999
                                               -------------     -------------

CASH PAID DURING THE PERIOD FOR:

     <S>                                            <C>               <C>
 Interest                                      $   6,100,781     $   4,976,031
 Income taxes paid                                    73,000           475,000

NON-CASH INVESTING ACTIVITY:

 Transfer of loans to other real estate        $     637,633     $      92,592
 (Increase) decrease in unrealized gains
   and losses on available for sale
   investment securities                            (539,340)        2,710,913
 Loans securitized and held as investments                --         2,049,818

NON-CASH FINANCING ACTIVITY:

 Dividends declared and unpaid                 $     151,860     $     159,663
</TABLE>

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


                                      -6-


<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
     Bank'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,  1999 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.

     All adjustments  (consisting of only normal  recurring  accruals) which, in
     the opinion of  management,  are necessary for a fair  presentation  of the
     financial  statements  have been included in the results of operations  for
     the three months and nine months ended September 30, 2000 and 1999.

     Operating  results for the three months and nine months ended September 30,
     2000 are not necessarily indicative of the results that may be expected for
     the year ending December 31, 2000.

(2) Earnings per Share

     Basic  earnings per share have been computed by dividing net income (loss)
     for the three months and nine months ended  September  30, using  2,557,189
     and  2,537,425  weighted  average  common shares  outstanding  for 2000 and
     2,618,314 and 2,643,531 for 1999.  Diluted earnings per share for the three
     month period ending September 30, 2000 and the three and nine month periods
     ending September 30, 1999 have been computed using 2,558,596, 2,649,453 and
     2,704,652 weighted average common shares outstanding,  respectively. Due to
     the loss incurred by the company  during the first nine months of 2000, the
     impact of  outstanding  options is anti-  dilutive  and,  therefore,  their
     impact has not been included in the diluted  earnings per share  disclosure
     for the nine months ended September 30, 2000.

(3) 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.

                                        -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  which  may  be  made  to any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.

General

Throughout the  Management's  Discussion  and Analysis the term,  "the Company",
refers to the consolidated entity of Pathfinder Bancorp,  Inc., Pathfinder Bank,
Pathfinder  REIT Inc., and Whispering  Oaks  Development  Corp. At September 30,
2000,  Pathfinder  Bancorp,  Inc.'s  only  business  was the 100%  ownership  of
Pathfinder  Bank.  At September 30, 2000,  1,570,298  shares,  or 60.0%,  of the
Company's common stock was held by Pathfinder Bancorp, MHC, the Company's mutual
holding company parent and 1,046,947 shares, or 40.0%, was 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 loans,  investment
securities,  federal funds sold and interest-bearing  deposits,  and its cost of
funds  consisting  of  interest  expense on deposits  and  borrowed  funds.  The
Company's  net income also is affected by its  provision  for loan  losses,  non
interest  income and non interest  expense.  Noninterest  income is comprised of
service  charges on deposit  accounts,  loan fees, cash surrender  value,  other
charges,  commissions and fees and net securities  gain and losses.  Noninterest
expense  includes  salaries  and employee  benefits,  building  occupancy,  data
processing expenses, professional and other services, amortization of intangible
assets and income taxes.  Earnings of the Company are affected  significantly by
general  economic and  competitive  conditions,  particularly  changes in market
interest rates, government policies and actions of regulatory authorities. These
events are beyond the control of the Company.

Trust Department

During the  fourth  quarter  of 1999,  the  Company  began  providing  trust and
custodial  services.  The Trust  Department  generated  approximately  $3,000 in
revenue, while incurring approximately $80,000 in expenses during the first nine
months of 2000 associated with trust operations.

The following  discussion  presents material changes to the Company's  financial
condition  and the results of  operations  for the three and nine  months  ended
September 30, 2000.

<PAGE>


Financial Condition

Assets

Total assets increased  approximately  $11.7 million, or 5.4%, to $228.0 million
at September 30, 2000 from $216.3  million at December 31, 1999. The increase in
total assets was primarily  the result of a $13.4 million  increase in net loans
receivable,   partially   offset  by  a  $1.4  million  decrease  in  investment
securities.  The  increase  in net  loans  receivable  is due to a $5.1  million
increase in residential  real estate loans,  a $3.9 increase in commercial  real
estate loans,  and a $2.9 million  increase in commercial  lines of credit.  The
increases  in loan  balances are a result of the Company  competitively  pricing
residential  and  commercial  mortgages  and  continued  emphasis  on  increased
commercial customer relationships.

Liabilities

Total liabilities increased by $11.6 million, to $207.8 million at September 30,
2000 from $196.2  million at  December  31,  2000.  The  increase  is  primarily
attributable to a $9.4 million,  or 6.1%,  increase in total deposits,  combined
with an increase in borrowed  funds of $1.3  million,  or 3.0%.  The increase in
deposits was primarily comprised of an $8.1 million increase in time deposits, a
$1.1 million increase in noninterest bearing deposits and a $200,000 increase in
other  interest  bearing  deposits.  The  increase  in deposit  balances  can be
attributed to the Company's  competitive  pricing of time deposit  products,  as
well as additional deposit  relationships  garnered through expanding commercial
and residential lending relationships.

Liquidity and Capital Resources

Shareholders' equity increased $138,000,  or .7%, to $20.2 million at September
30, 2000 from $20.1 million at December 31, 1999. The increase in  shareholders'
equity is  primarily  the result of a $324,000  reduction in  accumulated  other
comprehensive  loss,  and a $525,000  reduction in unearned ESOP and other stock
based  compensation.  Retained earnings  decreased $539,000 as the result of the
net loss of $333,000 incurred by the Company during the first six months of 2000
combined with dividends  declared  during this period.  Treasury stock increased
approximately  $180,000  relating to the acquisition of 22,000 shares as part of
the Company's share repurchase program.

The Company's primary sources of funds are deposits, amortization and prepayment
of loans and maturities of investment  securities,  federal funds sold, earnings
and funds provided from  operations and borrowings.  While  scheduled  principal
amortization  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, see 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,
payment of real estate taxes on mortgage loans and loan commitments. The Company
also  adjusts  liquidity  as  appropriate  to  meet  its  assets  and  liability
management objectives.

<PAGE>

Results of Operations

The Company  recorded  net income of $257,000  and $195,000 for the three months
ended September 30, 2000 and 1999,  respectively.  The increase in net income of
$62,000,  or 31.8%,  for the three months  ended  September  30, 2000,  resulted
primarily from an increase in other income of $48,000, or 20.0%, and a reduction
of $80,000,  or 4.5%, in operating  expenses,  partially offset by a decrease of
$24,000 in net interest  income after  provision  for loan losses.  For the nine
months  ended   September  30,  2000,  the  Company   recorded  a  net  loss  of
approximately  $75,000 as compared to net income of $769,000 for the same period
in the prior year. The net loss recorded for the first nine months of 2000 was a
direct result of the net loss  recorded by the Company  during the first quarter
of the year. The Company's  first quarter  earnings were  adversely  impacted by
certain  unusual  items,  totaling  approximately  $578,000,  and  non-recurring
charges  totaling  approximately  $270,000.  Additionally,  the Company incurred
losses of approximately $195,000 on the sale of investment securities during the
first quarter of 2000.  The unusual items charge  consists  primarily of amounts
relating to the early retirement of certain  employees and officers of $239,000,
the  acceleration of stock based benefits to retired  officers of $314,000,  and
employee relocation charges of $25,000. The non-recurring charges consist of one
time  expenses  associated  with the  change  in name of the  Company's  banking
subsidiary  of  approximately   $114,000,   and  loan  and  ORE  write-downs  of
approximately $156,000.

Annualized  return on average assets and return on average  shareholders  equity
were .46% and 5.17%,  respectively for the three months ended September 30, 2000
as compared to .36% and 3.75% for the third quarter of 1999. For the nine months
ended  September 30, 2000,  the same  performance  measurements  were (.05%) and
(.51%), as compared to .49% and 4.76% for the same period in the prior year.

Interest Income

Interest income, on a tax-equivalent basis, totaled $4.1 million for the quarter
ended  September  30, 2000,  as compared to $3.8  million for the quarter  ended
September  30, 1999,  an increase of $269,000,  or 7.0%.  The increase  resulted
primarily from an increase in the average balance of interest-earning  assets to
$207.6 million for the three months ended September 30, 2000 from $200.4 million
in the prior year  period,  combined  with an  increase  in the yield on average
interest-earning assets to 7.91% from 7.66%. The increase in the average balance
of interest  earning  assets was  comprised  of a $9.4  million  increase in the
average balance of loans receivable, partially offset by a $2.2 million decrease
in  investment  securities.  The yield  increase  is  principally  the result of
commercial loan  originations at rates exceeding the existing  weighted  average
portfolio yield.

Interest income, on a tax equivalent  basis,  totaled $11.9 million for the nine
months  ended  September  30,  2000,  as compared to $11.0  million for the same
period  in 1999,  an  increase  of  $871,000,  or 7.9%.  The  increase  resulted
primarily from an increase in the average balance of interest-earning  assets of
$12.3 million, or 6.5%, combined with an increase in the tax-equivalent yield on
interest-earning assets to 7.76% from 7.66%.

Interest income on loans receivable increased $243,000, or 8.9%, to $3.0 million
for the three months ended  September 30, 2000 as compared to the same period in
the prior  year.  The  increase  in interest  income on loans  occurred  from an
increase in the average balance of loans receivable of $9.4 million, or 7.1%, to
$141.3 million at September 30, 2000, from $131.9 million at September 30, 1999,
and an increase in average yield on loans  receivable  to 8.38% from 8.26%.  For
the nine months  ended  September  30, 2000 and 1999,  interest  income on loans
receivable increased $418,000,  or 5.2%. Average loans receivable increased $5.8
million  while the yield on average  loans  receivable  increased  to 8.30% from
8.26%.  The increase in the average balance of loans  receivable is comprised of
originations  of  one-to-four   family   adjustable  rate  mortgage  loans.  The

<PAGE>

origination  of adjustable  rate mortgage  loans is primarily  comprised of "5/1
ARMS" which have interest rates which are fixed for the first five years and are
adjustable  annually  thereafter,  and amortized over 30 years. The Company also
experienced  an  increase  in the  origination  of  commercial  real  estate and
business  loans.  The  increase  in the yield on average  loans  receivable  was
attributable  to commercial loan  originations  occurring at rates exceeding the
weighted average yield of the existing loan portfolio.

Interest  income  on  the  mortgage-backed  securities  portfolio  decreased  by
$44,000,  or 11.0%,  to $356,000 for the three months ended  September 30, 2000,
from  $400,000 for the three months ended  September  30, 1999.  The decrease in
interest  income  on  mortgage-backed   securities  resulted  generally  from  a
reduction in the average balance on mortgage-backed  securities of $2.7 million,
partially  offset  by an  increase  in  the  average  yield  on  mortgage-backed
securities to 6.71% from 6.68%. For the nine months ended September 30, 2000 and
1999,   interest  income  on  mortgage-backed   securities  was  $1,126,000  and
$1,048,000,  respectively,  an increase of $78,000, or 7.4%. The decrease in the
average   balance  of  mortgage   backed   securities   reflects  the  scheduled
amortization and prepayments of principle on the underlying  mortgage loans. The
principle  reductions  have been utilized to fund  existing loan demand,  rather
than being reinvested into the mortgage-backed security portfolio.

Interest income on investment  securities,  on a tax equivalent basis, increased
$77,000,  or 10.8%,  for the three months ended  September  30, 2000 to $788,000
from $711,000 for the same period in 1999. The increase resulted  primarily from
an increase in the average tax  equivalent  yield of  investment  securities  to
7.01% from 6.40%, combined with an increase in the average balance of investment
securities  of $537,000,  or 1.2%,  to $45.0  million for the three months ended
September  30,  2000.  The  increase  in the  average  tax  equivalent  yield of
investment securities is a result of a restructuring of the securities portfolio
during the first quarter of 2000, where lower yielding securities were sold at a
loss. In addition to the portfolio restructuring, a general rise in the interest
rate  environment  has contributed to the increase in the average tax equivalent
yield of investment securities.

For the nine months ended September 30, 2000, tax equivalent  interest income on
investment  securities increased $442,000, or 24.7%, to $2.2 million compared to
$1.8 million for the same period in 1999. The increase  resulted  primarily from
an increase in the average  balance of  investment  securities  of $6.5 million,
combined with an increase in the tax equivalent  yield on investment  securities
to 6.66% from 6.25%.

Interest income on  interest-earning  deposits  increased $4,000, to $6,000 from
$2,000 for the three months ended September 30, 2000 and 1999, respectively. The
increase is primarily the result of a $285,000  increase in the average  balance
of interest  earning  deposits.  For the nine months ended  September  30, 2000,
interest income on interest-earning deposits decreased $51,000. This decrease is
principally  the result of a $1.4 million  reduction  in the average  balance of
interest-earning deposits,  partially offset by an increase in the average yield
on interest earning deposits to 5.45% from 5.02%.

Interest Expense

Interest  expense  for  the  quarter  ended  September  30,  2000  increased  by
approximately  $393,000,  or  21.6%,  to $2.2  million  from $1.8  million  when
compared to the same quarter for 1999. The increase in interest  expense for the
period  was  principally  the  result of  increases  in the  average  balance of
deposits and borrowed  funds,  as well as increases in the costs of deposits and
borrowings.  The average  balance of borrowed funds  increased $8.3 million,  or
22.9%, to $44.6 million for the three months ended September 30, 2000 from $36.3
for the three months  ended  September  30,  1999.  The average cost of borrowed

<PAGE>

funds increased to 6.33% from 5.49% when comparing the same periods. The average
balance of interest  bearing  deposits  increased  $1.8 million,  or 1.4%,  when
comparing the third quarter of 2000 to the same period during 1999.  The average
cost of interest  bearing  deposits  increased  to 4.08% for the  quarter  ended
September 30, 2000 from 3.64% for the same period  during 1999.  The increase in
the  average   balance  of  borrowed   funds  is  a  result  of  the   continued
implementation of the Company's  wholesale growth strategy.  The increase in the
average  cost of  borrowed  funds and  interest-bearing  deposits  was caused by
increases in short term interest rates when comparing the third quarters of 2000
and 1999.

For the nine  months  ended  September  30,  2000,  interest  expense  increased
$1,028,000,  or 20.0%,  when  compared  to the first  nine  months of 1999.  The
increase in interest expense for the period was the result of an increase in the
average balance of interest bearing liabilities of $15.3 million,  combined with
an increase in the average cost of interest  bearing  liabilities  to 4.36% from
3.95%.

Net Interest Income

Net interest  income  decreased  $124,000,  or 6.1%, to $1.9  million,  on a tax
equivalent basis, for the three months ended September 30, 2000 when compared to
the same period in the prior year.  The decrease in net interest  income for the
quarter  ended  September  30,  2000,  was  primarily  the result of the cost of
interest-bearing  liabilities  increasing  faster  than the  yield  on  interest
earning assets.  The cost of interest  bearing  liabilities  rises as relatively
short term interest bearings deposits and borrowings reprice more rapidly during
periods of rising  short term  interest  rates.  This trend is  evidenced by the
compression of the Bank's net interest rate spread to 3.31% for the three months
ended  September  30, 2000 from 3.65% for the three months ended  September  30,
1999.

For the nine months ended  September  30, 2000,  net  interest  income  declined
$158,000 when compared to the same period in 1999.

Provision 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  provisions are based upon  management's  estimate of the fair value of the
collateral  and the  Company's  actual  loss  experience,  as well as  standards
applied by the FDIC.  The Company  established  a provision  for  possible  loan
losses for the three months ended September 30, 2000 of $50,000,  as compared to
a provision of $151,000 for the three months ended  September 30, 1999.  For the
nine months ended September 30, 2000 and 1999, the provision for loan losses was
$193,000 and $312,000,  respectively.  The decrease in provision for loan losses
reflects  improved  ratios of allowance for loan losses as a percentage of total
loans and  non-performing  loans.  The  Company's  ratios of allowance  for loan
losses to total loans  receivable and to  non-performing  loans at September 30,
2000 were .86% and  66.86%,  respectively,  as  compared  to .85% and  54.33% at
September 30, 1999.

Noninterest Income

Noninterest  income consists of servicing income on deposit  accounts,  loan fee
income,  cash  surrender  value from Bank owned life  insurance,  gain (loss) on
sales of loans and investment securities and other operating income. Noninterest
income increased  approximately  $48,000, to $288,000 for the three months ended
September  30,  2000 as compared to  $240,000  for the prior year  quarter.  The
increase  in  noninterest  income  is  attributable  to a  $16,000  increase  in

<PAGE>

commission and fees, a $9,000 increase in loan servicing  fees,  combined with a
reduction  in net  securities  gains and losses of $53,000.  This  increase  was
partially  offset by a reduction in the income  generated from the cash value of
bank owned life insurance  policies and decreases of service charges  associated
with deposit accounts.

For the nine months ended  September  30,  2000,  noninterest  income  decreased
$262,000,  or 30.1%,  compared to the same period in 1999.  Noninterest  income,
exclusive of securities gains and losses,  decreased  $32,000,  or 3.8%, for the
nine months ended September 30, 2000 as compared to the same period in the prior
year.  Net  securities  gains  (losses)  decreased  $229,000,  to a net  loss of
$209,000 for the period  ending  September  30,  2000,  as compared to a gain of
$20,000 in the prior year.  These  securities  losses were incurred in the first
quarter  of  2000,  in  conjunction  with  a  reorganization  of  the  Company's
securities portfolio in an effort to improve future profitability.

Noninterest Expense

Noninterest  expense decreased  $80,000,  or 4.5%, to $1.7 million for the three
months ended  September  30, 2000,  as compared to the same period in 1999.  The
decrease in noninterest expense is primarily the result of a $144,000, or 16.7%,
decrease in salaries and employee  benefits,  a $24,000,  or 15.0%,  decrease in
professional  and other  services  and a $8,000,  or 4.2%,  decrease in building
occupancy  expense.  These decreases were partially  offset by increases in data
processing  expenses and other operating  expenses of approximately  $50,000 and
$46,000,  respectively.  The  decrease  in salary and  employee  benefits is the
result of a workforce  reorganization  occurring at the end of the first quarter
of 2000.  The  decrease  in  professional  and other  services  is the result of
non-recurring  computer  consulting  expenses  incurred in the third  quarter of
1999,  combined  with  reductions  in legal  service  expense.  Data  processing
expenses  increased as a result of rising  hardware  maintenance  and  operating
system licensing charges on the Bank's mainframe  computer.  The majority of the
increase in other expenses relates to the expenditure for supplies  necessitated
by the Bank's name change.

For the nine months ended  September  30, 2000,  noninterest  expense  increased
$769,000,  or 14.7%,  to $6.0  million as compared to $5.2  million for the same
period  in  1999.  Noninterest  expenses  for the  first  quarter  of 2000  were
adversely  impacted by unusual items and non-recurring  charges of approximately
$789,000.  Exclusive  of the  unusual  and  non-recurring  charges,  noninterest
expenses  decreased  $20,000,  or .4%, to $5.2 million for the nine months ended
September  30, 2000 from $5.2  million  when  compared to the same period in the
prior year.

Income Taxes

Income taxes increased  approximately  $42,000,  or 57.0%, for the quarter ended
September  30,  2000 as  compared  to the same  period  in the prior  year.  The
increase is  primarily  a result of an  increase in pretax  income for the third
quarter of 2000.

<PAGE>

For the nine months ended  September  30, 2000 and 1999,  income tax expense was
$90,000 and $291,000, respectively.

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.

The Company does not  generally  maintain in its portfolio  fixed  interest rate
loans with terms exceeding 20 years. In addition,  ARM loans are originated with
terms that provide that the interest  rate on such loans cannot adjust below the
initial  rate.  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 have
demonstrated  historically  a 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, five year/one year ARM loans (mortgage
loans  which are fixed  rate for the first five  years and  adjustable  annually
thereafter),  and by maintaining a relatively  short term investment  securities
(original   maturities  of  three  to  five  years)   portfolio  with  staggered
maturities.

<PAGE>

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, and the market value of portfolio equity 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 September 30, 2000,  the total  interest  bearing  liabilities
maturing or repricing  within one year exceeded  total  interest-earning  assets
maturing  or  repricing  in the same  period by $26.4  million,  representing  a
cumulative one-year gap ratio of a negative 11.56%.

Changes in Net Interest Income and Net Portfolio Value.  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 "Net Interest Income Percent  Change"  measures the change to
the next twelve months' projected net interest income, due to parallel shifts in
the yield  curve.  The column "Net  Portfolio  Value  Percent  Change"  measures
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  March 31,  2000
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 Rate
   Increase(Decrease)
       Basis Points           Net Interest Income         Net Portfolio Value
       (Rate Shock)            Percentage Change           Percentage Change

          300                        -17.08%                    -21.79%
          200                        -11.14%                    -14.75%
          100                        - 5.49%                    - 7.50%
        Base Case
         -100                          4.28%                      5.99%
         -200                          6.76%                      7.86%
         -300                          3.75%                      4.65%


<PAGE>

Part II - Other Information

Legal Proceedings

From time to time,  the  Company is  involved as a  plaintiff  or  defendant  in
various  legal  actions  incident  to  its  business.   None  of  these  actions
individually  or in the  aggregate  is believed to be material to the  financial
condition of the Company.

Changes in Securities

Not applicable

Defaults upon Senior Securities

Not applicable

Submission of Matter to a Vote of Security Holders

Not applicable

Other Information

On September 19, 2000 the Board of Directors  declared a $.06 cash  dividend to
shareholders of record as of September 30, 2000, payable on October 16, 2000.

Exhibits and Reports on Form 8-K

None



<PAGE>

                                   SIGNATURES




     Under the requirements of the Securities Exchange Act of 1934, the Bank 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:    November 9, 2000                   Thomas W. Schneider
                                            President, Chief Executive Officer


                                            /s/ James A. Dowd
                                            ____________________________________
Date:    November 9, 2000                   James A. Dowd
                                            Vice President, Treasurer