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 MARCH 31, 2005

                         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  by  check  mark  whether  the  Registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Act).      Yes        No   X

      Indicate  the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:  There were 2,453,132 shares
of  the  Company's  common  stock  outstanding  as  of  May  13,  2005.
<PAGE>


                            PATHFINDER BANCORP, INC.
                                      INDEX



PART  1     FINANCIAL  INFORMATION                                     PAGE

     Item  1.     Financial  Statements

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

     Item  2.  Management's  Discussion  and  Analysis  of  Financial   8-14
               Condition  and  Results  of  Operations

     Item  3.  Quantitative  and  Qualitative  Disclosure  about        15-16
               Market Risk

     Item  4.  Control  and  Procedures                                  17

PART  II     OTHER  INFORMATION                                          18

     Item  1.     Legal  proceedings
     Item  2.     Unregistered  Sales  of  Equity Securities and Use
                   of Proceeds
     Item  3.     Defaults  upon  senior  securities
     Item  4.     Submission  of  matters  to  a  vote  of  security
                   holders
     Item  5.     Other  information
     Item  6.     Exhibits


SIGNATURES
<PAGE>

<TABLE>
<CAPTION>

                                              PATHFINDER  BANCORP, INC.
                                         CONSOLIDATED STATEMENTS OF CONDITION
                                   MARCH 31, 2005 (UNAUDITED) AND DECEMBER 31, 2004


                                                                                           March 31,    December 31,
ASSETS                                                                                       2005           2004
---------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
<S>                                                                                       <C>          <C>
Cash and due from banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    7,017   $       6,741
Interest earning deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         423           7,584
---------------------------------------------------------------------------------------------------------------------
    Total cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . .       7,440          14,325
Investment securities, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . .      89,836          75,069
Federal Home Loan Bank stock, at cost. . . . . . . . . . . . . . . . . . . . . . . . . .       1,773           1,768
Mortgage loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           0           2,159
Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     186,858         186,952
   Less: Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,878           1,827
---------------------------------------------------------------------------------------------------------------------
     Loans receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     184,980         185,125

Premises and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       7,699           7,580
Accrued interest receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,595           1,505
Foreclosed real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         850             798
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,840           3,840
Intangible asset, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         571             627
Bank owned life insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5,812           5,768
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       4,220           3,473
---------------------------------------------------------------------------------------------------------------------
     Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  308,616   $     302,037
=====================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
-------------------------------------
Deposits:
  Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  226,895   $     217,513
  Noninterest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      18,085          19,159
---------------------------------------------------------------------------------------------------------------------
     Total deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     244,980         236,672
Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,000           1,000
Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      32,360          34,360
Junior subordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5,155               -
Company obligated mandatorily redeemable preferred securities of subsidiary, Pathfinder
 Statutory Trust I, holding solely junior subordinated debentures of the Company . . . .           -           5,155
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,167           3,024
---------------------------------------------------------------------------------------------------------------------
     Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     287,662         280,211

Shareholders' equity:
   Preferred stock, authorized shares 1,000,000; no shares issued or outstanding
   Common stock, par value $.01; authorized 10,000,000 shares;
    2,940,419 and 2,937,419 shares issued;  and 2,453,132 and 2,450,132
    shares outstanding, respectively . . . . . . . . . . . . . . . . . . . . . . . . . .          29              29
   Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       7,495           7,453
   Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      21,084          21,186
   Accumulated other comprehensive loss. . . . . . . . . . . . . . . . . . . . . . . . .      (1,130)           (307)
   Unearned ESOP shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (22)            (33)
   Treasury Stock, at cost; 487,287 shares . . . . . . . . . . . . . . . . . . . . . . .      (6,502)         (6,502)
---------------------------------------------------------------------------------------------------------------------
     Total shareholders' equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      20,954          21,826
---------------------------------------------------------------------------------------------------------------------
     Total liabilities and shareholders' equity. . . . . . . . . . . . . . . . . . . . .  $  308,616   $     302,037
=====================================================================================================================
</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
                                      -1-
<PAGE>

<TABLE>
<CAPTION>

                                    PATHFINDER  BANCORP, INC.
                                CONSOLIDATED STATEMENTS OF INCOME
                                           (UNAUDITED)

                                                                 For the three    For the three
                                                                  months ended    months ended
                                                                 March 31, 2005   March 31, 2004
------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share data)
INTEREST INCOME:
<S>                                                             <C>               <C>
 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         2,889   $         2,990
 Debt securities:
Taxable. . . . . . . . . . . . . . . . . . . . . . . . . . . .              604               472
Tax-exempt . . . . . . . . . . . . . . . . . . . . . . . . . .              103                48
 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . .               51                36
 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .               51                15
------------------------------------------------------------------------------------------------
       Total interest income . . . . . . . . . . . . . . . . .            3,698             3,561
------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
  Interest on deposits . . . . . . . . . . . . . . . . . . . .            1,030               852
  Interest on short-term borrowings . . .. . . . . . . . . . .               10                 9
  Interest on long-term borrowings . . . . . . . . . . . . . .              459               496
------------------------------------------------------------------------------------------------
       Total interest expense. . . . . . . . . . . . . . . . .            1,499             1,357
------------------------------------------------------------------------------------------------
          Net interest income. . . . . . . . . . . . . . . . .            2,199             2,204
  Provision for loan losses. . . . . . . . . . . . . . . . . .               72               188
------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses.            2,127             2,016
------------------------------------------------------------------------------------------------
OTHER INCOME:
  Service charges on deposit accounts. . . . . . . . . . . . .              274               235
  Loan servicing fees. . . . . . . . . . . . . . . . . . . . .               41                41
  Increase in value of bank owned life insurance . . . . . . .               44                48
  Net gain on securities . . . . . . . . . . . . . . . . . . .                -               154
  Net (loss) gain on loans/real estate . . . . . . . . . . . .              (12)               80
  Other charges, commissions & fees. . . . . . . . . . . . . .              142               120
------------------------------------------------------------------------------------------------
          Total other income . . . . . . . . . . . . . . . . .              489               678
------------------------------------------------------------------------------------------------
OTHER EXPENSES:
  Salaries and employee benefits . . . . . . . . . . . . . . .            1,264             1,203
  Building occupancy . . . . . . . . . . . . . . . . . . . . .              243               277
  Data processing expenses . . . . . . . . . . . . . . . . . .              307               225
  Professional and other services. . . . . . . . . . . . . . .              189               146
  Amortization of intangible asset . . . . . . . . . . . . . .               56                56
  Other expenses . . . . . . . . . . . . . . . . . . . . . . .              361               343
------------------------------------------------------------------------------------------------
          Total other expenses . . . . . . . . . . . . . . . .            2,420             2,250
------------------------------------------------------------------------------------------------

Income before income taxes . . . . . . . . . . . . . . . . . .              196               444
Provision for income taxes . . . . . . . . . . . . . . . . . .               47               121
------------------------------------------------------------------------------------------------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . .  $           149   $           323
=================================================================================================
     NET INCOME PER SHARE - BASIC. . . . . . . . . . . . . . .  $          0.06   $          0.13
=================================================================================================
     NET INCOME PER SHARE - DILUTED. . . . . . . . . . . . . .  $          0.06   $          0.13
=================================================================================================
     DIVIDENDS PER SHARE . . . . . . . . . . . . . . . . . . .  $        0.1025   $          0.10
=================================================================================================
</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
                                      -2-
<PAGE>

<TABLE>
<CAPTION>
                                   PATHFINDER BANCORP, INC.
                         STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                     THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004
                                         (unaudited)
                                                                        Additional
                                                                          Paid in    Retained
                                                  Shares       Amount     Capital    Earnings
----------------------------------------------------------------------------------------------
(Dollars in thousands, except per share data)

<S>                                            <C>           <C>         <C>        <C>
BALANCE, DECEMBER 31, 2004. . . . . . . . . .    2,937,419   $      29   $  7,453   $  21,186
Comprehensive loss
Net income. . . . . . . . . . . . . . . . . .                                             149
Other comprehensive loss, net of tax
Unrealized net losses on securities
Total comprehensive loss
ESOP shares earned. . . . . . . . . . . . . .                                  22
Stock option exercised. . . . . . . . . . . .        3,000           -         20
Dividends declared ($.1025 per share) . . . .                                            (251)
----------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 2005 . . . . . . . . . . .    2,940,419   $      29   $  7,495   $  21,084
==============================================================================================

                                                     Accum.
                                                  Other Com-.  Unearned
                                                  prehensive. .  ESOP    Treasury
                                                    (Loss) . .  Shares     Stock       Total
---------------------------------------------  ------------  ----------  ---------
BALANCE, DECEMBER 31, 2004. . . . . . . . . .  $      (307)  $     (33)  $ (6,502)  $  21,826
Comprehensive loss
Net income. . . . . . . . . . . . . . . . . .                                             149
Other comprehensive loss, net of tax
Unrealized net losses on securities . . . . .         (823)                              (823)
                                                                                    ----------
Total comprehensive loss. . . . . . . . . . .                                            (674)
ESOP shares earned. . . . . . . . . . . . . .                       11                     33
Stock option exercised. . . . . . . . . . . .                                              20
Dividends declared ($.1025 per share) . . . .                                            (251)
----------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 2005 . . . . . . . . . . .  $    (1,130)  $     (22)  $ (6,502)  $  20,954
==============================================================================================
</TABLE>

<TABLE>
<CAPTION>

                                   PATHFINDER BANCORP, INC.
                         STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                     THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004
                                         (unaudited)
                                                                        Additional
                                                                          Paid in    Retained
                                                  Shares       Amount     Capital    Earnings
----------------------------------------------------------------------------------------------
(Dollars in thousands, except per share data)

<S>                                            <C>           <C>         <C>        <C>
BALANCE, DECEMBER 31, 2003. . . . . . . . . .    2,919,386   $      29   $  7,225   $  20,747
Comprehensive income
Net income. . . . . . . . . . . . . . . . . .                                             323
Other comprehensive income,net of tax
Unrealized net losses on securities
Total comprehensive income
ESOP shares earned. . . . . . . . . . . . . .                                  26
Stock option exercised. . . . . . . . . . . .       16,033           -        125
Dividends declared ($.10 per share) . . . .                                              (245)
----------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 2004 . . . . . . . . . . .    2,935,419   $      29   $  7,376   $  20,825
==============================================================================================

                                                     Accum.
                                                  Other Com-.  Unearned
                                                  prehensive. .  ESOP    Treasury
                                                   Income . .  Shares     Stock       Total
---------------------------------------------  ------------  ----------  ---------
BALANCE, DECEMBER 31, 2003. . . . . . . . . .  $       364   $     (78)  $ (6,502)  $  21,785
Comprehensive loss
Net income. . . . . . . . . . . . . . . . . .          211                                323
Other comprehensive loss, net of tax
Unrealized net losses on securities . . . . .                                             211
                                                                                    ----------
Total comprehensive loss. . . . . . . . . . .                                             534
ESOP shares earned. . . . . . . . . . . . . .                       11                     37
Stock option exercised. . . . . . . . . . . .                                              125
Dividends declared ($.10 per share) . .   . .                                            (245)
----------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 2004 . . . . . . . . . . .  $       575   $     (67)  $ (6,502)  $  22,236
==============================================================================================
</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
                                      -3-
<PAGE>

<TABLE>
<CAPTION>
                                 PATHFINDER BANCORP, INC.
                                 STATEMENTS OF CASH FLOWS
                                        (Unaudited)


                                                              March 31,    March 31,
                                                                2005         2004
                                                             -----------  -----------
(Dollars in thousands)
OPERATING ACTIVITIES:
<S>                                                          <C>          <C>
  Net income. . . . . . . . . . . . . . . . . . . . . . . .  $      149   $      323
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Provision for loan losses . . . . . . . . . . . . . . . .          72          188
  ESOP and other stock-based compensation earned. . . . . .          33           37
  Deferred income tax expense (benefit) . . . . . . . . . .          34          (18)
  Proceeds from sale of loans . . . . . . . . . . . . . . .       1,120        4,662
  Originations of loans held-for-sale . . . . . . . . . . .           -       (3,334)
  Realized (gain) loss on:
    Sale of real estate loans through foreclosure . . . . .           2          (30)
    Loans . . . . . . . . . . . . . . . . . . . . . . . . .          12          (50)
    Available-for-sale investment securities. . . . . . . .           -         (154)
  Depreciation. . . . . . . . . . . . . . . . . . . . . . .         161          144
  Amortization of intangible. . . . . . . . . . . . . . . .          56           56
  Amortization of deferred financing costs. . . . . . . . .           8            8
  Amortization of mortgage servicing rights . . . . . . . .          37           41
  Increase in surrender value of life insurance . . . . . .         (44)         (48)
  Net amortization of premiums on investment securities . .          89           64
  Increase in interest receivable . . . . . . . . . . . . .         (90)        (163)
  Net change in other assets and liabilities. . . . . . . .        (296)        (810)
-------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . .       1,343          916
-------------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Purchase of investment securities available-for-sale. . .     (17,810)     (23,812)
  Proceeds from maturities and principal reductions of
    investment securities available-for-sale. . . . . . . .       1,577        1,814
  Proceeds from sale:
    Real estate acquired through foreclosure. . . . . . . .          49           96
    Available-for-sale investment securities. . . . . . . .           -        3,920
  Purchase of life insurance. . . . . . . . . . . . . . . .           -       (1,100)
  Net decrease in loans . . . . . . . . . . . . . . . . . .         997        1,816
  Purchase of premises and equipment. . . . . . . . . . . .        (280)         (78)
-------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . .     (15,467)     (17,344)
-------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Net (decrease) increase in demand deposits, NOW accounts
    savings accounts, money market deposit accounts
    and escrow deposits . . . . . . . . . . . . . . . . . .     (10,000)      25,840
  Net increase (decrease) in time deposits. . . . . . . . .      18,308       (1,783)
  Net proceeds from short term borrowings . . . . . . . . .       1,000        1,000
  Payments on long-term borrowings. . . . . . . . . . . . .      (2,000)      (1,000)
  Proceeds from exercise of stock options . . . . . . . . .          20          125
  Cash dividends paid . . . . . . . . . . . . . . . . . . .         (89)         (86)
-------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . .       7,239       24,096
-------------------------------------------------------------------------------------

  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS. . . . .      (6,885)       7,668
 Cash and cash equivalents at beginning of period . . . . .      14,325        8,714
-------------------------------------------------------------------------------------
  CASH AND CASH EQUIVALENTS AT END OF PERIOD. . . . . . . .  $    7,440   $   16,382
=====================================================================================
</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements
                                      -4-
<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,
2004 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 ended March 31, 2005 are not necessarily
indicative  of the results that may be expected for the year ending December 31,
2005.

(2)  EARNINGS  PER  SHARE

Basic  earnings  per  share  has  been  computed  by  dividing net income by the
weighted average number of common shares outstanding throughout the three months
ended  March  31, 2005, and 2004, using 2,447,210 and 2,424,057 weighted average
common  shares  outstanding,  respectively.  Diluted  earnings per share for the
three  months  ended  March 31, 2005 and 2004 have been computed using 2,486,766
and 2,475,687 weighted average common shares outstanding, respectively.  Diluted
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)  PENSION  BENEFITS

The  composition  of  net  periodic benefit plan cost for the three months ended
March  31,  is  as  follows:

<TABLE>
<CAPTION>
                            FOR  THE  THREE  MONTHS
                              ENDED  MARCH  31,
                                  2005    2004
---------------------------------------------------
<S>                              <C>     <C>
(In thousands)
Service cost. . . . . . . . . .  $  38   $  43
Interest cost . . . . . . . . .     57      52
Expected return on plan assets.    (71)    (63)
Amortization of net losses. . .     24      24
---------------------------------------------------
Net periodic benefit cost . . .  $  48   $  56
===================================================
</TABLE>

The  Company previously disclosed in its financial statements for the year ended
December  31,  2004, that it expected to contribute $190,000 to its pension plan
in  2005.  As  of  March  31, 2005, $121,000 had been contributed to the pension
plan.

                                      -5-
<PAGE>

(4)  DIVIDEND  RESTRICTIONS

The  Company maintains a restricted capital account with a $1.2 million balance,
representing  Pathfinder  Bancorp,  M.H.C.'s  portion  of dividends waived as of
March  31,  2005.

(5)  COMPREHENSIVE  INCOME

The  components of other comprehensive (loss) income and related tax effects for
the  three  month  period  ended  March  31,  2005  and  2004  are  as  follows:

<TABLE>
<CAPTION>
                                      For the three months
                                         ended March 31,
                                          2005     2004
----------------------------------------------------------
<S>                                     <C>       <C>
(In thousands)
Gross change in unrealized gains on
  securities available for sale. . . .  $(1,372)  $ 506
Reclassification adjustment for gains
  included in net income . . . . . . .        -    (154)
----------------------------------------------------------
                                         (1,372)    352
Tax effect . . . . . . . . . . . . . .      549    (141)
----------------------------------------------------------
Net of tax amount. . . . . . . . . . .  $  (823)  $ 211
==========================================================
</TABLE>

(6)  GUARANTEES

The  Company  does  not  issue  any  guarantees  that  would  require  liability
recognition  or  disclosure,  other than its standby letters of credit.  Standby
letters  of  credit written are conditional commitments issued by the Company to
guarantee  the  performance  of  a  customer  to  a third party.  Generally, all
letters  of  credit,  when  issued  have  expiration dates within one year.  The
credit  risk  involved  in  issuing letters of credit is essentially the same as
those that are involved in extending loan facilities to customers.  The Company,
generally,  holds  collateral  and/or  personal  guarantees  supporting  these
commitments.  The  Company  had  $1.1 million of standby letters of credit as of
March  31,  2005.  Management  believes  that  the  proceeds  obtained through a
liquidation  of collateral and the enforcement of guarantees would be sufficient
to cover the potential amount of future payment required under the corresponding
guarantees.   The  current  amount  of  the  liability  as of March 31, 2005 for
guarantees  under  standby  letters  of  credit  issued  is  not  material.

(7)  NEW  ACCOUNTING  PRONOUNCEMENTS

In  December  2004,  the  Financial  Accounting  Standards  Board  (FASB) issued
Statement  No.  123(R),  "Share-Based  Payment."  Statement  No.  123(R) revised
Statement No. 123, "Accounting for Stock-Based Compensation," and supersedes APB
Opinion  No.  25,  "Accounting  for  Stock Issued to Employees," and its related
implementation  guidance.  Statement  No. 123(R) will require compensation costs
related  to  share-based  payment transactions to be recognized in the financial
statements  (with  limited exceptions).  The amount of compensation cost will be
measured  based  on  the  grant-date  fair  value  of  the  equity  or liability
instruments  issued.  Compensation  cost will be recognized over the period that
an  employee  provides  service  in  exchange  for  the  award.

On  April 14, 2005, the Securities and Exchange Commission ("SEC") adopted a new
rule that amends the compliance dates for Financial Accounting Standards Board's
                                      -6-
<PAGE>

Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based
Payment" ("SFAS No. 123R"). Under the new rule, the Company is required to adopt
SFAS  No.  123R in the first annual period beginning after June 15, 2005.  Since
the  Company's  options  are  fully  granted  and  vested,  the Company does not
anticipate  the  adoption  will  have  any  impact on the consolidated financial
statements.

In March 2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB No. 107"),
"Share-Based  Payment",  providing  guidance  on  option  valuation methods, the
accounting  for  income  tax  effects  of  share-based payment arrangements upon
adoption  of  SFAS  No.  123(R),  and  the disclosures in MD&A subsequent to the
adoption.  The  Company  will  provide  SAB  No.  107  required disclosures upon
adoption  of  SFAS  No.  123(R).

                                      -7-
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

GENERAL

Throughout  the  Management's  Discussion  and  Analysis ("MD&A") 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. represent wholly owned subsidiaries of
Pathfinder  Bank.   At March 31, 2005, Pathfinder Bancorp, M.H.C., the Company's
mutual  holding company parent, whose activities are not included in the M.D.& A
held  64.5%  of  the  Company's  common  stock  and  the  public  held  35.5%.

The  following discussion reviews the Company's financial condition at March 31,
2005 and the results of operations for the three months ended March 31, 2005 and
March  31,  2004.

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.

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  other  income,  including  income  from  fees and service charges on
deposit  accounts,  net  gains  and  losses  on  sales  of securities, loans and
foreclosed  real  estate,  and  other  expenses  such  as  salaries and employee
benefits,  building  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>
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 2004 Annual
Report  on Form 10-K ("the Consolidated Financial Statements").  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 is 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  describes  the  methodology used to determine the allowance for loan
losses,  and  a  discussion  of the factors driving changes in the amount of the
allowance  for  loan  losses  is  included  in  this  report.

The  Company  carries  all  of its investments at fair value with any unrealized
gains  or  losses  reported net of tax as an adjustment to shareholders' equity.
Based  on  management's  assessment, at March 31, 2005, the Company did not hold
any  security  that  had  a  fair value decline that is currently expected to be
other  than temporary.  Consequently, any declines in a specific security's fair
value  below  amortized cost have not been provided for in the income statement.
The  Company's  ability  to fully realize the value of its investment in various
securities,  including corporate debt securities, is dependent on the underlying
creditworthiness  of  the  issuing  organization.

RESULTS  OF  OPERATIONS

Net  income for the first quarter of 2005 was $149,000 as compared to net income
of  $323,000  for  the same quarter in 2004.  Basic earnings per share was $0.06
                                      -9-
<PAGE>

and  $0.13  per  share  for  the  quarters  ended  March  31,  2005  and  2004,
respectively.  The  return  on average assets and return on shareholders' equity
were  0.19%  and 2.77%, respectively, for the three months ended March 31, 2005,
compared  with  0.45%  and 5.83%, respectively, for the three months ended March
31,  2004.  During  the first quarter of 2005 when compared to the first quarter
of  2004, the provision for loan losses decreased $116,000, offset by a $189,000
decrease  in  other  income  and  a  $170,000  increase  in  other  expenses.

NET  INTEREST  INCOME

Net  interest  income  is  the  Company's primary source of operating income for
payment  of  operating expenses and providing for loan losses.  It is the amount
by  which  interest  earned  on  interest-earning deposits, loans and investment
securities,  exceeds  the  interest  paid on deposits and other interest-bearing
liabilities.  Changes  in  net  interest  income  and  net interest margin ratio
result  from  the  interaction  between  the  volume  and composition of earning
assets,  interest-bearing  liabilities,  related  yields  and associated funding
costs.

Net  interest income, on a tax-equivalent basis, remained relatively constant at
$2.2 million for the three months ended March 31, 2005 when compared to the same
period  of  2004.  The Company's net interest margin ratio for the first quarter
of 2005 decreased to 3.20% from 3.36% when compared to the same quarter in 2004.
Management  expects  continued  margin  compression to adversely impact earnings
over  the near term. The decline in net interest income is attributable to lower
market  interest  rates which decreased earning asset yields to 5.34% from 5.42%
for  the  same period in 2004.   Average interest-earning  assets  increased  6%
to $280.2 million at March 31, 2005 as compared  to $264.7  million at March 31,
2004.  The  increase  in  average  earning assets is primarily attributable to a
$16.1  million  increase in investment securities and a $2.3 million increase in
interest-earning deposits, offset by a $3. million decrease in loans receivable.
Average  interest-bearing  liabilities  increased  $15.9 million,  and  the cost
of funds increased 8 basis points to 2.27% from 2.19% for  the  same  period  in
2004.  The  increase  in  the  average  balance  of  interest-bearing
liabilities  resulted  primarily  from  a  $22.3  million  growth  in  average
deposits,  offset  by  a $6.4 million decrease in borrowed funds.  The growth in
deposits  was  primarily  in money market and time deposit accounts and resulted
from  the  Company's  focus  on  attracting  new  municipal  deposit  customers.

INTEREST  INCOME

Total  interest  income,  on a tax-equivalent basis, for the quarter ended March
31,  2005  increased  $151,000,  or 4%, to $3.7 million from $3.6 million at the
quarter ended March 31, 2004.  Average loans decreased $3.0 million, with yields
declining  13  basis  points  to  6.17%  for the first quarter of 2005.  Average
commercial  loans  increased  $1.2  million,  and experienced an increase in the
average  tax-equivalent  yield of 61 basis points, to 6.51% from 5.90%, in 2004.
The  increase  in  the  yield on commercial loans is primarily the result of the
adjustable  rate  portions  of the portfolio repricing upward in connection with
upward  adjustments in the prime rate. The average balance of loans to municipal
entities  for  the  first  quarter  of  2005  was $3.3 million, compared to $3.7
million  for  the  same  period in 2004. The Company's residential mortgage loan
portfolio  decreased  $3.9  million,  or 3%, when comparing the first quarter of
2005  to the same period in 2004.  The average yield on the residential mortgage
loan  portfolio  decreased  26 basis points to 5.86% in 2005 from 6.12% in 2004.
An  increase  in  the average balance of consumer loans of $2.1 million, or 12%,
resulted  from  an  increase  in home equity loans. The average yield declined 9
basis  points,  to  6.90%  from  6.99%  in  2004.

Average  investment  securities  (taxable  and tax-exempt) for the quarter ended
March  31,  2005  increased by $16.1 million, compared to the same period a year
ago,  with  an  increase  in  tax-equivalent interest income from investments of
$222,000,  or  39%,  compared  to  the  first  quarter  of  2004.  The  average
                                      -10-
<PAGE>

tax-equivalent  yield  of the portfolio increased 40 basis points, to 3.82% from
3.42%.  The increase in the average balance of investment securities is a result
of  the investment of excess liquidity into the portfolio in light of the slower
loan  portfolio  growth.  Investment securities purchased during the first three
months  of  2005  carried  a  weighted  average  yield  of  approximately 4.70%.

INTEREST  EXPENSE

Total  interest  expense increased $142,000 for the three months ended March 31,
2005,  when  compared  to  the  same  quarter  in 2004.  Deposit expense for the
comparable  periods  increased  $178,000,  or  21%,  as the average rate paid on
higher  earning  money management accounts increased 62 basis points to 1.66% in
2005  from  1.04%  in  2004, combined with an increase in the average balance of
money  management  accounts to $42.8 million in 2005 from $35.5 million in 2004.
The  cost  of other interest-bearing deposits increased 5 basis points, to 1.88%
from 1.83%, as the average balance of these deposits increased $15.0 million, or
9%.  Interest  expense on borrowings decreased by $35,000, or 7%, from the prior
period.  The  reduction  in  interest  expense  on  borrowings was the result of
decreased  average  balances  of  advances  outstanding as excess liquidity from
deposit  growth  was  used  to  pay  down  maturing  advances.  The  decrease in
borrowings  expense is partially offset by an increase in the cost of borrowings
to  4.53%  in 2005 from 4.34% in 2004, and an increase in the cost of the junior
subordinated  debentures  to  5.97%  in  2005  from  4.62%  in  2004.

PROVISION  FOR  LOAN  LOSSES

Provision  for  loan  losses  for  the quarter ended March 31, 2005 decreased to
$72,000  from  $188,000  for the same period in 2004, primarily as a result of a
decrease  in  nonperforming  loans  and  total  loans.  The  Company's  ratio of
allowance  for  loan  losses to period end loans has increased to 1.01% at March
31,  2005  from  0.98%  at December 31, 2004.  Nonperforming loans to period end
loans  has decreased to 0.94% at March 31, 2005 from 0.98% at December 31, 2004.

OTHER  INCOME

The  Company's  other  income  is primarily comprised of fees on deposit account
balances  and  transactions,  loan  servicing,  commissions,  and  net  gains on
securities,  loans  and  foreclosed  real  estate.

The  following  table  sets  forth  certain  information on other income for the
periods  indicated:

<TABLE>
<CAPTION>
                                                           Three Months Ended March 31,
                                                            2005    2004       Change
------------------------------------------------------------------------------------------
(Dollars in thousands)

<S>                                                        <C>     <C>    <C>       <C>
Service charges on deposit accounts . . . . . . . . . . .  $ 274   $ 235  $    39     16.6%
Loan servicing fees . . . . . . . . . . . . . . . . . . .     41      41        -      0.0%
Increase in value of bank owned life insurance. . . . . .     44      48       (4)    -8.3%
Net (loss) gain on sales of loans/foreclosed real estate.    (12)     80      (92)  -115.0%
Other charges, commissions and fees . . . . . . . . . . .    142     120       22     18.3%
------------------------------------------------------------------------------------------
Core other income . . . . . . . . . . . . . . . . . . . .    489     524      (35)    -6.7%
Net gain on sales of securities . . . . . . . . . . . . .      -     154     (154)  -100.0%
------------------------------------------------------------------------------------------
Total other income. . . . . . . . . . . . . . . . . . . .  $ 489   $ 678  $  (189)   -27.9%
===========================================================================================
</TABLE>

For  the three months ended March 31, 2005, core other income decreased $35,000,
or  7%,  when  compared with the three months ended March 31, 2004.  Income from
service  charges on deposit accounts increased as the number of deposit accounts
increased,  combined  with an increase in fees associated with deposit accounts.
The  increase  in other operating income primarily resulted from fees associated
with  ATM  and  debit  cards  usage  and the recording of a New York State Grant
income  associated  with  a Leadership Training program, offset by a decrease in
fees generated by investment services.   The decrease in the net gain on sale of
loans/foreclosed  real estate is primarily due to a $30,000 gain recognized on a
                                      -11-
<PAGE>

Whispering  Oaks  Development  Inc.  lot sale in February of 2004, which did not
recur  in 2005.  The remaining decrease is due to fewer gains recognized on loan
sales due to the decrease in the volume of loans sold into the secondary market.

The  decrease  in the net gain on sales of investment securities  was the result
of  gains  associated  with  the  sale  of  corporate  stock and mortgage backed
securities in March of 2004.  There were no investment security sales during the
first  quarter  of  2005.

OTHER  EXPENSES

The  following  table  sets  forth  certain information on other expense for the
quarters  indicated:

<TABLE>
<CAPTION>
                                      Three Months Ended March 31,
                                       2005    2004      Change
-------------------------------------------------------------------
(Dollars in thousands)
<S>                                 <C>     <C>     <C>       <C>

Salaries and employee benefits . .  $1,264  $1,203  $    61     5.1%
Building occupancy . . . . . . . .     243     277      (34)  -12.3%
Data processing expenses . . . . .     307     225       82    36.4%
Professional and other services. .     189     146       43    29.5%
Amortization of intangible assets.      56      56        -     0.0%
Other expenses . . . . . . . . . .     361     343       18     5.2%
-------------------------------------------------------------------
Total other expenses . . . . . . .  $2,420  $2,250  $   170     7.6%
===================================================================
</TABLE>

Total  other  expenses  increased  $170,000 for the three months ended March 31,
2005.  Salaries  and  employee  benefits  increased  as  a  result  of increased
supplemental  retirement  plan  costs and increases associated with an expanding
commercial  lending  sales  force.  The  Company  had  107  full time equivalent
employees  at  March 31, 2005 compared to 103 at March 31, 2004. The increase in
data  processing  charges  was  due  to  depreciation  and  maintenance  expense
resulting  from  system  hardware  and  software acquisitions, a 15% increase in
internet  banking  usage  and  increased  check  processing  charges due to a 5%
increase  in  customer  volume.  The increase in professional and other services
was  primarily  due  to  consulting  expenses  associated with a fee enhancement
program  and  the  Leadership  Training  program.  A  portion  of  the  expenses
associated  with  the  Leadership  Training program were offset by corresponding
grant  income  recorded  in  other  income.  The  decrease in building occupancy
expenses  primarily  resulted  from reduced depreciation and machine maintenance
expenses,  combined  with  a  significant  reduction  in snow removal costs when
compared  to  the  first  quarter  of  2004.

INCOME  TAX  EXPENSE

Income  taxes decreased $74,000 for the quarter ended March 31, 2005 as compared
to  the  same  period  in  2004,  which  was  attributable  to a decrease in the
Company's pre-tax income.   The effective tax rate was 24.0% for the first three
months  of  2005,  compared  to 26.3% for the year ended December 31, 2004.  The
Company  has  reduced its tax rate from the statutory rate primarily through the
ownership  of  tax-exempt  investment  securities, bank owned life insurance and
other  tax  savings  strategies.  Enactment  of  proposed  state tax legislation
regarding  Real  Estate  Investment Trusts would increase the state tax rate for
the  Company.

CHANGES  IN  FINANCIAL  CONDITION

ASSETS

Total  assets  increased approximately $6.6 million, or 2%, to $308.6 million at
March  31, 2005, from $302.0 million at December 31, 2004. The increase in total
assets was primarily the result of an increase in investment securities of $14.8
million,  or  20%,  offset  by a $6.9 million, or 48%, decrease in cash and cash
equivalents  and  a $2.2 million decrease in mortgage loans held for sales.  The
                                      -12-
<PAGE>

growth  in  investment  securities was primarily funded with liquidity resulting
from  deposit  growth  outpacing  net  loan  originations.

At  March  31,  2005,  the  securities balance included a net unrealized loss on
available  for  sale  securities  of  $1.1  million,  net of taxes, versus a net
unrealized loss of $306,000, net of taxes at December 31, 2004.  The increase in
interest rates during 2004 and 2005 led to the depreciation in the fair value of
securities  during  2005.  Management  has  determined that the declines in fair
value  are  not  other  than  temporary.

LIABILITIES

Total  liabilities increased $7.5 million, or 3%, to $287.7 million at March 31,
2005  from  $280.2 million at December 31, 2004.  The increase in liabilities is
primarily due to a $9.4 million increase in interest-bearing deposits, partially
offset  by  a  $1.1  million decrease in noninterest-bearing deposits and a $1.0
million  decrease  in  borrowed  funds.  The  growth  in  deposits  reflects the
Company's  emphasis  on attracting new municipal deposit customers and expanding
relationships  with  its  existing  customers.

LOAN  AND  ASSET  QUALITY  AND  ALLOWANCE  FOR  LOAN  LOSSES

The  following  table  represents information concerning the aggregate amount of
nonperforming  assets:

<TABLE>
<CAPTION>
                                                      For the Period Ending
                                                 March 31,  December 31,  March 31,
                                                    2005       2004        2004
--------------------------------------------------------------------------------
(In thousands)
<S>                                                <C>        <C>         <C>
Nonaccrual loans:
Commercial. . . . . . . . . . . . . . . . . . . .  $  840     $  776      $1,955
Consumer. . . . . . . . . . . . . . . . . . . . .     117        122         161
Real estate -  Mortgage . . . . . . . . . . . . .     805        953         849
--------------------------------------------------------------------------------
Total nonaccrual loans. . . . . . . . . . . . . .   1,762      1,851       2,965
Loans past due 90 days or more and still accruing       -          -           -
--------------------------------------------------------------------------------
Total nonperforming loans . . . . . . . . . . . .   1,762      1,851       2,965
Foreclosed real estate. . . . . . . . . . . . . .     850        798         263
--------------------------------------------------------------------------------
Total nonperforming assets. . . . . . . . . . . .   2,612      2,649       3,228
--------------------------------------------------------------------------------
Nonperforming loans to total loans. . . . . . . .    0.94%      0.98%       1.57%
Nonperforming assets to total assets. . . . . . .    0.85%      0.88%       1.04%
================================================================================
</TABLE>

Total  nonperforming  loans  and  foreclosed  real  estate at March 31, 2005 has
remained  relatively  consistent  when  compared  to  December  31,  2004.
Nonperforming  loans  continue  to  be  addressed  primarily through foreclosure
proceedings.  Management believes that adequate reserves exist for any potential
losses  that  may  occur  from  the  remediation  process.

The  allowance  for  loan losses at March 31, 2005 was $1.9 million, or 1.01% of
period  end  loans,  compared  to $1.8 million, or 0.98% of period end loans, at
December  31,  2004.  The  increase as a percentage of loans is the result of an
increase  in the overall reserve balance combined with a decline in gross loans.

CAPITAL

Shareholders'  equity  decreased  $872,000, or 4%, to $21.0 million at March 31,
2005.  The  decrease in shareholders' equity primarily resulted from an $823,000
increase  in  accumulated  other  comprehensive loss, and a $102,000 decrease in
retained  earnings, partially offset by a $42,000 increase in additional paid in
capital.  The Company added $149,000 to retained earnings through net income and
returned  $251,000  to  its  shareholders  in  the  form of cash dividends.  The
Company's mutual holding company parent, Pathfinder Bancorp, M.H.C, accepted the
dividend  for  the  quarter  ended  March  31,  2005.  (See  Footnote  4).
                                      -13-
<PAGE>

Risk-based capital provides the basis for which all banks are evaluated in terms
of  capital  adequacy.  Capital  adequacy  is  evaluated primarily by the use of
ratios  which  measure  capital  against  total assets, as well as against total
assets  that  are weighted based on defined risk characteristics.  The Company's
goal  is to maintain a strong capital position, consistent with the risk profile
of  its  subsidiary banks that supports growth and expansion activities while at
the  same  time  exceeding  regulatory standards.  At March 31, 2005, Pathfinder
Bank  exceeded  all  regulatory  required  minimum  capital  ratios  and met the
regulatory  definition  of  a  "well-capitalized"  institution,  i.e. a leverage
capital ratio exceeding 5%, a Tier 1 risk-based capital ratio exceeding 6% and a
total  risk-based  capital  ratio  exceeding  10%.

LIQUIDITY

Liquidity  management  involves  the  Company's  ability  to  generate  cash  or
otherwise  obtain  funds  at reasonable rates to support asset growth and reduce
assets  to  meet  deposit  withdrawals, to maintain reserve requirements, and to
otherwise  operate  the  Company  on  an  ongoing  basis.  The Company's primary
sources  of  funds  are deposits, borrowed funds, amortization and prepayment of
loans  and maturities of investment securities and other short-term investments,
and  earnings  and  funds  provided  from operations.  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-earning and other assets, which provide liquidity
to  meet  lending  requirements.

The  Company's liquidity has been enhanced by its membership in the Federal Home
Loan  Bank  of  New York, whose competitive advance programs and lines of credit
provide  the  Company  with  a safe, reliable and convenient source of funds.  A
significant  decrease  in  deposits  in  the  future could result in the Company
having  to  seek  other  sources  of funds for liquidity purposes.  Such sources
could  include,  but  are not limited to, additional borrowings, trust preferred
security  offerings,  brokered  deposits,  negotiated time deposits, the sale of
"available-for-sale"  investment  securities,  the sale of securitized loans, or
the  sale  of whole loans.  Such actions could result in higher interest expense
costs  and/or  losses  on  the  sale  of  securities  or  loans.

The  Asset  Liability  Management Committee (ALCO) of the Company is responsible
for  implementing  the  policies  and  guidelines for the maintenance of prudent
levels  of liquidity.  As of March 31, 2005, management reported to the Board of
Directors  that  the  Company  is not currently in compliance with its liquidity
policy  guidelines.

The policy non-compliance is the result of a sharp increase in the dollar amount
of  short term certificates of deposit, which are maturing in less than 30 days.
The sharp increase was caused by certain large municipal customers and one large
retail  customer  shifting  substantial  core  deposit  balances  into  30  day
certificates.  Management  will  monitor  this  situation  closely  and,  if
non-compliance  still  exists  after  three  months,  a  policy  adjustment  or
corrective  action  will  be  proposed.
                                      -14-
<PAGE>

ITEM  3  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

The  Company  continues  to  aggressively  pursue delinquent loan relationships.
While  this  aggressive  pursuit,  combined  with  conservative provisioning has
improved  the  overall  quality  of  the  loan  portfolio,  it has resulted in a
temporary  increase  in  other  real  estate.

The  Company's  risk  of  loss arising from adverse changes in the fair value of
financial  instruments,  or  market risk, is composed primarily of interest rate
risk.  The  management  of  interest rate sensitivity seeks to avoid fluctuating
net  interest  margins  and  to  provide  consistent net interest income through
periods  of  changing  interest  rates.  The  primary objective of the Company's
asset-liability  management  activities is to maximize net interest income while
maintaining  acceptable  levels  of  interest  rate  risk.  The  Company  has an
Asset-Liability  Management  Committee  (ALCO)  which  is  responsible  for
establishing  policies  to  limit  exposure to interest rate risk, and to ensure
procedures  are  established  to  monitor  compliance with those policies. Those
procedures  include  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 and
capital.  The Company's Board of Directors reviews the guidelines established by
ALCO.

During  the  past  three  years,  until  June  2004, the Federal Reserve lowered
interest  rates  thirteen  times by a total of 550 basis points.  These interest
rate reductions have caused significant repricing of the bank's interest-earning
assets  and  interest-bearing liabilities. Efforts have been made to shorten the
repricing  duration  of  its  rate  sensitive  assets  by  purchasing investment
securities  with maturities within the next 3 to 5 years and promoting portfolio
ARM  (adjustable  rate  mortgage)  and  hybrid  ARM  products.  In addition, the
Company  has  extended  the  duration  of  its  rate  sensitive  liabilities  by
lengthening  the maturities of its existing borrowings and offering certificates
of  deposit  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  instrument  to  the  then  prevailing  rate  for the
certificate  of  deposit  with  the  same  term.

Since  June  of 2004, the Federal Reserve has raised its key short term interest
rate  175  basis  points.  Management  anticipates that the Federal Reserve will
continue  to  raise  its  target  interest rate over the foreseeable future. Net
interest  margin compression has resulted as the yield curve flattens from sharp
increases  in  short-term  interest  rate  while longer term rates have remained
relatively stable. Management will continue to seek to minimize any reduction in
net  interest  income  in  a  period  of rising short term interest rates to the
extent  that  it  can  resist raising its cost of funds during this period.  The
Company  is  continuing  to explore transactions and strategies to both increase
its  net  interest  income  and  minimize  its  interest  rate  risk.

GAP  ANALYSIS.  At  March  31,  2005,  the  total  interest  bearing liabilities
maturing  or  repricing  within  one year exceeded total interest-earning assets
maturing  or  repricing  in  the  same  period  by $40.0 million, representing a
cumulative  one-year  gap  ratio  of  a  negative  12.96%.

EARNINGS  AT  RISK AND VALUE AT RISK.  Management believes the simulation of net
interest  income  (Earnings  at Risk) and net portfolio value (Value at Risk) in
different  interest  rate  environments  provides  a  more meaningful measure of
interest  rate  risk.  Income simulation analysis captures both the potential of
all  assets  and  liabilities to mature or reprice and the probability that they
will  do  so.  Income  simulation  also  attends  to  the relative interest rate
sensitivities  of  these  items,  and  projects  their behavior over an extended
period  of  time.  Finally,  income  simulation permits management to assess the
probable effects on the balance sheet not only of changes in interest rates, but
also  of  proposed  strategies  for  responding  to  them.  Net  portfolio value
represents  the  fair  value  of  net  assets (determined as the market value of
assets  minus  the  market  value  of  liabilities  using a discounted cash flow
technique).

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 100 basis point increments in market interest
                                      -15-
<PAGE>

rates.  The  table  quantifies  the  changes  in  net  interest  income  and net
portfolio  value  to parallel shifts in the yield curve.  The column "Percentage
Change  in  Net  Interest Income" measures the change to the next twelve month's
projected  net  interest income, due to parallel shifts in the yield curve.  The
column  "Percentage  Change  in  Net  Portfolio  Value"  measures changes in the
current  fair  value  of  assets and liabilities to parallel shifts in the yield
curve.  The  column  "NPV Capital Ratio" measures the ratio of the fair value of
net  assets  to the fair value of total assets at the base case and in 100 basis
point incremental interest rate shocks.  Currently, the Company's model projects
a  300 basis point increase and a 100 basis point decrease during the next year.
Given the current interest rate environment,  the Company's ALCO believed it was
a better measure of current risk assuming a minus 100 point scenario, as a minus
300 basis point reduction would be unlikely given that current short-term market
interest  rates remain below 3.00%. 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.

<TABLE>
<CAPTION>

Change in    NPV
Interest   Capital   Earnings    Value
Rates       Ratio     at Risk   as Risk
---------  --------  ---------  --------
<S>        <C>       <C>        <C>
300 . . .     6.54%    -15.09%   -35.82%
200 . . .     7.52%     -9.93%   -24.19%
100 . . .     8.50%     -4.89%   -12.01%
0             9.41%      ----      ----
-100. . .     9.84%      3.56%     7.08%
</TABLE>

Currently, the percentage change in the net portfolio value, up 300 basis point,
rate  shock  simulation  is  slightly  above  the established Board of Directors
guidelines  of  negative  35%.  A major component of the change in net portfolio
value is a result of the simulated evaluation of the securities portfolio in the
up 300 basis point simulation. These parameters are set by the board as guidance
for  the  measurement  of  risk  characteristics and trends.  The Board seeks to
monitor  this  situation over time to determine if the trend will require policy
adjustment  or  correction  action  under  asset/liability  management.
                                      -16-
<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 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.

                                      -17-
<PAGE>

PART  II  -  OTHER  INFORMATION

ITEM  1  -  LEGAL  PROCEEDINGS
------------------------------

None

ITEM  2  -  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS
-------------------------------------------------------------------------------

None

ITEM  3  -  DEFAULTS  UPON  SENIOR  SECURITIES
----------------------------------------------

None

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
-----------------------------------------------------------------------

None

ITEM  5  -  OTHER  INFORMATION
------------------------------

None

ITEM  6  -  EXHIBITS
--------------------

Exhibit  No.          Description
------------          -----------

31.1   Rule  13a-14(a)  /  15d-14(a)  Certification  of  the  Chief
       Executive  Officer
31.2   Rule  13a-14(a)  /  15d-14(a)  Certification  of  the  Chief
       Financial  Officer
32.1   Section  1350  Certification  of  the Chief Executive Officer and Chief
       Financial  Officer
                                      -18-
<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.
     --------------------------



May  13,  2005          /s/  Thomas  W.  Schneider
--------------          --------------------------
Date                    Thomas  W.  Schneider
                        President,  Chief  Executive  Officer


May  13,  2005         /s/  James  A.  Dowd
--------------         -------------------
Date                   James  A.  Dowd
                       Vice  President,  Chief  Financial  Officer

<PAGE>



EXHIBIT  31.1

     Rule 13a-14(a) / 15d-14(a) Certification of the Chief Executive Officer

                    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  the  March  31,  2005 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))  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)  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
     (c)  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
<PAGE>

     (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  13,  2005         /s/  Thomas  W.  Schneider
--------------        --------------------------
Date                  Thomas  W.  Schneider
                      President  and  Chief  Executive  Officer


<PAGE>
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, Vice President and Chief Financial Officer, certify that:

1.     I  have  reviewed  the  March  31,  2005 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))  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)  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
     (c)  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.


March  13,  2005        /s/  James  A.  Dowd
----------------        --------------------
Date                    James  A.  Dowd
                        Vice  President  and  Chief  Financial  Officer

<PAGE>
EXHIBIT  32.1

  Section 1350 Certification of the Chief Executive and Chief Financial Officer

                            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  March  31,  2005  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 of the
Company.

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.





May  13,  2005               /s/  Thomas  W.  Schneider
--------------               --------------------------
Date                         Thomas  W.  Schneider
                             President  and  Chief  Executive  Officer


May  13,  2005              /s/  James  A.  Dowd
--------------              --------------------
Date                        James  A.  Dowd
                            Vice  President  and  Chief  Financial  Officer