UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                          _____________________________

                                   FORM 10-QSB

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ending June 30, 2007
                                       OR

     [  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                For the transition period from _______ to _______

                        Commission File Number: 000-23601
                                                ---------

                            PATHFINDER BANCORP, INC.
                            ------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

                  FEDERAL                             16-1540137
    --------------------------------             -------------------
    (State or Other Jurisdiction of              I.R.S. Employer
    Incorporation or Organization)              Identification Number


                     214 West First Street, Oswego, NY 13126
                     ---------------------------------------
               (Address of Principal Executive Office) (Zip Code)

                                 (315) 343-0057
                                 --------------
                 (Issuer's Telephone Number Including Area Code)


     Check  whether the issuer (1) has filed all reports required to be filed by
Section  13  or  15(d) of the Exchange Act during the past twelve months (or for
such  shorter  period that the issuer 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 small business issuer is a shell company (as
defined  in  Rule  12b-2  of  the  Exchange  Act).    Yes  [  ]       No  [X]


State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the latest practicable date:  As of August 10, 2007, there were
2,970,819  shares  issued and 2,483,532 shares outstanding of the Small Business
Issuer's  Common  Stock.

Transitional  Small  Business Disclosure Format (check one)  Yes [   ]  No  [X ]


<PAGE>




                            PATHFINDER BANCORP, INC.
                                      INDEX



PART  I  FINANCIAL  INFORMATION                                     PAGE  NO.

         Item  1.  Consolidated  Financial  Statements
                    Consolidated  Statements  of  Condition             1
                    Consolidated  Statements  of  Income                2-3
                    Consolidated  Statements  of  Changes  in
                        Shareholders'  Equity                           4
                    Consolidated  Statements  of  Cash  Flows           5-6
                    Notes  to  Consolidated  Financial  Statements      7-10

         Item  2.  Management's  Discussion  and  Analysis  or  Plan
                    of Operation                                        11-19

         Item  3.  Controls  and  Procedures                            20

PART II  OTHER INFORMATION                                              21-22

         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                                                              23

<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
<TABLE>
<CAPTION>

                                          PATHFINDER  BANCORP, INC.
                                     CONSOLIDATED STATEMENTS OF CONDITION
                                     JUNE 30,  2007 AND DECEMBER 31, 2006
                                                 (UNAUDITED)

                                                                                      June 30,     December 31,
(In thousands, except share data)                                                         2007            2006
---------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>              <C>
ASSETS
  Cash and due from banks                                                            $   7,037       $   7,068
  Interest earning deposits                                                                351           6,655
---------------------------------------------------------------------------------------------------------------
      Total cash and cash equivalents                                                    7,388          13,723
  Investment securities, at fair value                                                  69,625          62,640
  Federal Home Loan Bank stock, at cost                                                  1,318           1,579
  Loans                                                                                205,726         203,209
     Less: Allowance for loan losses                                                     1,561           1,496
--------------------------------------------------------------------------------------------------------------
       Loans receivable, net                                                           204,165         201,713

  Premises and equipment, net                                                            7,585           7,597
  Accrued interest receivable                                                            1,759           1,694
  Foreclosed real estate                                                                   449             471
  Goodwill                                                                               3,840           3,840
  Intangible asset, net                                                                     70             181
  Bank owned life insurance                                                              6,325           6,212
  Other assets                                                                           2,032           1,732
---------------------------------------------------------------------------------------------------------------
       Total assets                                                                  $ 304,556       $ 301,382
===============================================================================================================


LIABILITIES AND SHAREHOLDERS' EQUITY
  Deposits:
    Interest-bearing                                                                 $ 232,401       $ 225,003
    Noninterest-bearing                                                                 22,424          20,582
---------------------------------------------------------------------------------------------------------------
       Total deposits                                                                  254,825         245,585
  Short-term borrowings                                                                  3,400               0
  Long-term borrowings                                                                  17,010          26,360
  Junior subordinated debentures                                                         5,155           5,155
  Other liabilities                                                                      3,405           3,432
---------------------------------------------------------------------------------------------------------------
       Total liabilities                                                               283,795         280,532

  Shareholders' equity:
     Preferred stock, authorized shares 1,000,000; no shares issued or outstanding
     Common stock, par value $0.01; authorized 10,000,000 shares;
      2,970,819 and 2,953,619 shares issued;  and 2,483,532 and 2,466,332
      shares outstanding, respectively                                                      30              29
     Additional paid in capital                                                          7,899           7,786
     Retained earnings                                                                  21,288          21,307
     Accumulated other comprehensive loss                                               (1,954)         (1,770)
     Treasury Stock, at cost; 487,287 shares                                            (6,502)         (6,502)
---------------------------------------------------------------------------------------------------------------
       Total shareholders' equity                                                       20,761          20,850
---------------------------------------------------------------------------------------------------------------
       Total liabilities and shareholders' equity                                    $ 304,556       $ 301,382
===============================================================================================================
</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
(In thousands, except per share data)                           June 30, 2007    June 30, 2006
-----------------------------------------------------------------------------------------------
<S>                                                             <C>             <C>
INTEREST AND DIVIDEND INCOME:
 Loans, including fees                                              $    3,434      $    3,137
 Debt securities:
   Taxable                                                                 676             626
   Tax-exempt                                                               42              98
 Dividends                                                                  85              67
 Interest earning deposits                                                 100               4
-----------------------------------------------------------------------------------------------
       Total interest income                                             4,337           3,932
-----------------------------------------------------------------------------------------------
INTEREST EXPENSE:
  Interest on deposits                                                   1,760           1,279
  Interest on short-term borrowings                                         12             116
  Interest on long-term borrowings                                         451             458
-----------------------------------------------------------------------------------------------
       Total interest expense                                            2,223           1,853
-----------------------------------------------------------------------------------------------
          Net interest income                                            2,114           2,079
  Provision for loan losses                                                 75               1
-----------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses            2,039           2,078
-----------------------------------------------------------------------------------------------
NONINTEREST INCOME:
  Service charges on deposit accounts                                      375             350
  Earnings on bank owned life insurance                                     57              51
  Loan servicing fees                                                       81              58
  Net losses on sales of investment securities                               -              (7)
  Net gains on sales of loans and foreclosed real estate                     7               2
  Debit card interchange fees                                               68              47
  Other charges, commissions and fees                                      103             105
-----------------------------------------------------------------------------------------------
          Total noninterest income                                         691             606
-----------------------------------------------------------------------------------------------
NONINTEREST EXPENSE:
  Salaries and employee benefits                                         1,274           1,183
  Building occupancy                                                       312             306
  Data processing expenses                                                 352             306
  Professional and other services                                          226             116
  Amortization of intangible asset                                          55              55
  Other expenses                                                           308             344
-----------------------------------------------------------------------------------------------
          Total noninterest expenses                                     2,527           2,310
-----------------------------------------------------------------------------------------------
Income before income taxes                                                 203             374
Provision for income taxes                                                  37              71
-----------------------------------------------------------------------------------------------
NET INCOME                                                          $      166      $      303
===============================================================================================
     NET INCOME PER SHARE - BASIC                                   $     0.07      $     0.12
===============================================================================================
     NET INCOME PER SHARE - DILUTED                                 $     0.07      $     0.12
===============================================================================================
     DIVIDENDS PER SHARE                                            $   0.1025      $   0.1025
===============================================================================================
</TABLE>

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

                                     -2-
<PAGE>

<TABLE>
<CAPTION>

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


                                                                   For the six      For the six
                                                                  months ended     months ended
(In thousands, except per share data)                            June 30, 2007    June 30, 2006
------------------------------------------------------------------------------------------------
<S>                                                             <C>              <C>
INTEREST AND DIVIDEND INCOME:
 Loans, including fees                                              $    6,847       $    6,194
 Debt securities:
   Taxable                                                               1,314            1,267
   Tax-exempt                                                               86              196
 Dividends                                                                 166              128
 Interest earning deposits                                                 193               12
------------------------------------------------------------------------------------------------
       Total interest income                                             8,606            7,797
------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
  Interest on deposits                                                   3,495            2,528
  Interest on short-term borrowings                                         12              177
  Interest on long-term borrowings                                         864              896
------------------------------------------------------------------------------------------------
       Total interest expense                                            4,371            3,601
------------------------------------------------------------------------------------------------
          Net interest income                                            4,235            4,196
  PROVISION FOR LOAN LOSSES                                                125               23
------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses            4,110            4,173
------------------------------------------------------------------------------------------------
NONINTEREST INCOME:
  Service charges on deposit accounts                                      708              721
  Earnings on bank owned life insurance                                    113              100
  Loan servicing fees                                                      145              105
  Net losses on sales of securities                                         (3)              (9)
  Net losses on sales of loans/real estate                                   -               (5)
  Debit card interchange fees                                              116               89
  Other charges, commissions & fees                                        203              198
------------------------------------------------------------------------------------------------
          Total noninterest income                                       1,282            1,199
------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE:
  Salaries and employee benefits                                         2,501            2,458
  Building occupancy                                                       630              622
  Data processing expenses                                                 694              630
  Professional and other services                                          463              231
  Amortization of intangible asset                                         111              111
  Other expenses                                                           586              669
------------------------------------------------------------------------------------------------
          Total noninterest expenses                                     4,985            4,721
------------------------------------------------------------------------------------------------
Income before income taxes                                                 407              651
Provision for income taxes                                                  76              108
------------------------------------------------------------------------------------------------
NET INCOME                                                          $      331       $      543
================================================================================================
     NET INCOME PER SHARE - BASIC                                   $     0.13       $     0.22
================================================================================================
     NET INCOME PER SHARE - DILUTED                                 $     0.13       $     0.22
================================================================================================
     DIVIDENDS PER SHARE                                            $    0.205       $    0.205
================================================================================================
</TABLE>

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

                                     -3-
<PAGE>

<TABLE>
<CAPTION>

                                                  PATHFINDER BANCORP, INC.
                                 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                 THREE AND SIX MONTHS ENDED JUNE 30, 2007 AND JUNE 30, 2006
                                                        (unaudited)


                                                                                                  Accumulated
                                                                       Additional                 Other Com-
                                               Common Issued             Paid in     Retained     prehensive      Treasury
(Dollars in thousands, except share data           Shares      Amount     Capital     Earnings       (Loss)           Stock
---------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>      <C>          <C>         <C>              <C>
BALANCE, DECEMBER 31, 2006                         2,953,619  $    29  $     7,786  $  21,307   $       (1,770)  $  (6,502)
Comprehensive income
Net income                                                                                331
Other comprehensive loss, net of tax
Unrealized net losses on securities                                                                       (184)

Total Comprehensive income

Stock options exercised                               17,200        1          113
Dividends declared ($.2050 per share)                                                    (350)
----------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2007                             2,970,819  $    30  $     7,899  $  21,288   $       (1,954)  $  (6,502)
============================================================================================================================

BALANCE, DECEMBER 31, 2005                         2,950,419  $    29  $     7,721  $  20,965   $       (1,285)  $  (6,502)
Comprehensive income
Net income                                                                                543
Other comprehensive loss, net of tax
Unrealized net losses on securities                                                                       (550)

Total Comprehensive loss
Dividends declared ($.2050 per share)                                                    (342)
---------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2006                             2,950,419  $    29  $     7,721  $  21,166   $       (1,835)  $  (6,502)
===========================================================================================================================


                                                Total
------------------------------------------------------
<S>                                            <C>
(Dollars in thousands, except per share data)
BALANCE, DECEMBER 31, 2006                     $20,850
Comprehensive income
Net income                                         331
Other comprehensive loss, net of tax
Unrealized net losses on securities               (184)
-------------------------------------------------------
Total Comprehensive income                         147

Stock options exercised                            114
Dividends declared ($.2050 per share)             (350)
-------------------------------------------------------
BALANCE, JUNE 30, 2007                         $20,761
=======================================================

BALANCE, DECEMBER 31, 2005                     $20,928
Comprehensive income
Net income                                         543
Other comprehensive loss, net of tax
Unrealized net losses on securities               (550)
-------------------------------------------------------
Total Comprehensive loss                            (7)
Dividends declared ($.2050 per share)             (342)
-------------------------------------------------------
BALANCE, JUNE 30, 2006                         $20,579
=======================================================
</TABLE>

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

                                     -4-
<PAGE>

<TABLE>
<CAPTION>

                               PATHFINDER BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)


                                                          For the six     For the six
                                                         months ended    months ended
(In thousands)                                          June 30, 2007   June 30, 2006
-------------------------------------------------------------------------------------
<S>                                                     <C>             <C>
OPERATING ACTIVITIES
Net income                                                 $      331      $     543
Adjustments to reconcile net income to net cash
    provided by operating activities:
  Provision for loan losses                                       125             23
  Proceeds from sales of loans                                  3,000              -
  Originations of loans held-for-sale                          (3,006)             -
  Realized (gains) losses on sale of:
     Foreclosed real estate                                        (6)             5
     Loans                                                          6              -
     Available-for-sale investment securities                       3              9
     Premises and equipment                                         -             (8)
  Depreciation                                                    380            377
  Amortization of intangible asset                                111            111
  Amortization of deferred financing costs                         15             15
  Amortization of mortgage servicing rights                        26             55
  Increase in value of bank owned life insurance                 (113)          (100)
  Net amortization of premiums on investment securities            49             65
  (Increase) decrease in accrued interest receivable              (65)            28
  Net change in other assets and liabilities                     (241)         1,267
------------------------------------------------------------------------------------
     NET CASH PROVIDED BY OPERATING ACTIVITIES                    615          2,390
------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Purchase of investment securities available-for-sale        (13,270)       (10,943)
  Net redemption (purchases) of FHLB stock                        261           (219)
     investment securities available-for-sale                   5,927          9,930
  Proceeds from sale:
     Available-for-sale investment securities                       -          1,941
     Foreclosed real estate                                       132             50
     Premises and equipment                                        33            145
   Net increase in loans                                       (2,686)        (3,523)
   Purchase of premises and equipment                            (401)          (215)
-------------------------------------------------------------------------------------
     NET CASH USED IN INVESTING ACTIVITIES                    (10,004)        (2,834)
-------------------------------------------------------------------------------------
</TABLE>

                                     -5-
<PAGE>

<TABLE>
<CAPTION>

                                   PATHFINDER BANCORP, INC.
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (Unaudited)


                                                          For the six     For the six
                                                         months ended    months ended
(In thousands)                                          June 30, 2007   June 30, 2006
--------------------------------------------------------------------------------------
<S>                                                        <C>            <C>
FINANCING ACTIVITIES
  Net increase (decrease) in demand deposits, NOW accounts
    savings accounts, money market deposit accounts
    and escrow deposits                                         4,322        (10,435)
  Net increase in time deposits                                 4,918          6,129
  Net proceeds from short term borrowings                       3,400          5,900
  Payments on long-term borrowings                            (10,350)        (1,000)
     Proceeds from long-term borrowings                         1,000              -
     Proceeds from trust preferred obligation                   5,000              -
     Payments on trust preferred obligation                    (5,000)             -
  Proceeds from exercise of stock options                         114              -
  Cash dividends paid                                            (350)          (342)
--------------------------------------------------------------------------------------
     NET CASH PROVIDED BY FINANCING ACTIVITIES                  3,054            252
--------------------------------------------------------------------------------------
     DECREASE IN CASH AND CASH EQUIVALENTS                     (6,335)          (192)
  Cash and cash equivalents at beginning of period             13,723          7,895
--------------------------------------------------------------------------------------
  CASH AND CASH EQUIVALENTS AT END OF PERIOD               $    7,388      $   7,703
======================================================================================
NON-CASH INVESTING ACTIVITY
  Transfer of loans to foreclosed real estate              $      109      $       -
</TABLE>

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

                                     -6-
<PAGE>


                            PATHFINDER BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1) BASIS OF PRESENTATION

The  accompanying  unaudited  consolidated  financial  statements  of Pathfinder
Bancorp, Inc. and its wholly owned subsidiaries have been prepared in accordance
with  U.S.  generally  accepted  accounting  principles  for  interim  financial
information  and  the  instructions  for  Form  10-QSB  and  Regulation  S-B.
Accordingly,  they do not include all of the information and footnotes necessary
for  a  complete  presentation  of  consolidated  financial position, results of
operations,  and  cash  flows  in  conformity with generally accepted accounting
principles.  In the opinion of management, all adjustments, consisting of normal
recurring  accruals,  considered  necessary  for  a  fair presentation have been
included.  Certain  amounts  in  the 2006 consolidated financial statements have
been  reclassified  to  conform  to  the  current  period  presentation.  These
reclassifications  had  no  effect  on net income as previously reported. In the
opinion of management, all adjustments, consisting of normal recurring accruals,
considered  necessary  for  a  fair  presentation  have  been  included.

The  following  material under the heading "Management's Discussion and Analysis
or  Plan  of  Operation"  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 or Plan of Operation as of December 31, 2006 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  and  six months ended June 30, 2007 are not
necessarily  indicative  of the results that may be expected for the year ending
December  31,  2007.

(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
and  six  months  ended  June  30,  2007 and 2006, using 2,483,532 and 2,463,132
weighted  average  common  shares  outstanding  for  the  three months ended and
2,482,557  and  2,463,132  for  the  six  months  ended, respectively.   Diluted
earnings  per  share for the three months and six months ended June 30, 2007 and
2006 have been computed using 2,490,116 and 2,480,947 for the three months ended
and  2,490,085  and  2,481,360  for the six months ended, 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 and six
months  ended  June  30,  is  as  follows:

<TABLE>
<CAPTION>


                               FOR THE THREE MONTHS      FOR THE SIX MONTHS
                                     ENDED JUNE 30,         ENDED JUNE 30,
(IN THOUSANDS)                      2007       2006         2007       2006
----------------------------------------------------------------------------
<S>                              <C>       <C>          <C>         <C>
Service cost                     $   49      $  48        $    98     $  96
Interest cost                        68         63            136       126
Expected return on plan assets      (98)       (92)          (196)     (184)
Amortization of net losses           22         28             44        56
----------------------------------------------------------------------------
NET PERIODIC COST                $   41      $  47   $         82     $  94
============================================================================
</TABLE>

                                     -7-
<PAGE>

The  Company  previously  disclosed in its consolidated financial statements for
the year ended December 31, 2006, that it expected to contribute $190,000 to its
pension  plan in 2007.  As of June 30, 2007, $89,000 had been contributed to the
pension  plan.

(4) OTHER COMPREHENSIVE LOSS

The components of other comprehensive loss and related tax effects are as
follows:

<TABLE>
<CAPTION>

                                      FOR THE THREE MONTHS      FOR THE SIX MONTHS
                                             ENDED JUNE 30,         ENDED JUNE 30,
(IN THOUSANDS)                             2007       2006        2007        2006
-----------------------------------------------------------------------------------
 <S>                                   <C>          <C>                <C>     <C>
Gross change in unrealized losses
  on securities available for sale      $ (406)     $(829)       $ (309)    $(917)
Reclassification adjustment for
  losses included in net income              -          7             3         9
----------------------------------------------------------------------------------
                                          (406)      (822)         (306)     (908)
Tax effect                                 162        329           122       358
----------------------------------------------------------------------------------
NET OF TAX AMOUNT                       $ (244)    $ (493)       $ (184)    $(550)
==================================================================================
</TABLE>

The components of accumulated other comprehensive loss, net of related tax
effects are as follows:

<TABLE>
<CAPTION>

<S>                                                  <C>         <C>
                                                       JUNE 30,    DECEMBER 31,
(IN THOUSANDS)                                            2007            2006
-------------------------------------------------------------------------------
Unrealized losses on available for sale securities   $  (1,033)  $        (849)
Unrecognized pension and other postretirement
  benefit losses                                          (921)           (921)
-------------------------------------------------------------------------------
                                                     $  (1,954)  $      (1,770)
===============================================================================
</TABLE>

(5) 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 $818,000 of standby letters of credit as of June
30,  2007.  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 payments required under the corresponding guarantees.
The  current  amount  of  the liability as of June 30, 2007 for guarantees under
standby  letters  of  credit  issued  is  not  material.

(6) NEW ACCOUNTING PRONOUNCEMENTS

In  July  2006,  the  FASB  issued  FASB  Interpretation No. 48, "Accounting for
Uncertainty  in  Income Taxes-an Interpretation of FASB Statement No. 109" ("FIN
48"),  which  clarifies  the  accounting  for uncertainty in tax positions. This
Interpretation  requires  that companies recognize in their financial statements
the  impact of a tax position, if that position is more likely than not of being
sustained  on audit, based on the technical merits of the position. In May 2007,
the  FASB  issued FASB Staff Position ("FSP") FIN 48-1 "Definition of Settlement
in FASB Interpretation No 48" (FSP FIN 48-1).  FSP FIN 48-1 provides guidance on
how  to  determine whether a tax position is effectively settled for the purpose
of  recognizing  previously  unrecognized tax benefits.  The provision of FIN 48
and  FSP  FIN  48-1  are  effective

                                     -8-
<PAGE>

for  years  beginning after December 15, 2006, with the cumulative effect of the
change  in  accounting  principle  recorded as an adjustment to opening retained
earnings.  The  Company  adopted  the  provisions of FIN 48 and FSP FIN 48-1, as
required,  on  January  1,  2007,  with  no impact on the Company's consolidated
financial  position  and  results  of  operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, ("SFAS
157") which defines fair value, establishes a framework for measuring fair value
under  GAAP,  and  expands  disclosures  about fair value measurements. SFAS 157
applies  to  other  accounting  pronouncements that require or permit fair value
measurements.  The new guidance is effective for financial statements issued for
fiscal  years  beginning after November 15, 2007, and for interim periods within
those fiscal years. We are currently evaluating the potential impact, if any, of
the  adoption  of  SFAS  157  on our consolidated financial position, results of
operations  and  cash  flows.

In  February  2007,  the  FASB  issued  SFAS  No. 159, The Fair Value Option for
Financial  Assets  and  Financial  Liabilities  - Including an Amendment of FASB
Statement  No.  115,  ("SFAS 159"). This standard permits an entity to choose to
measure  many  financial instruments and certain other items at fair value. Most
of  the provisions in SFAS 159 are elective; however, the amendment to SFAS 115,
Accounting for Certain Investments in Debt and Equity Securities, applies to all
entities with available-for-sale and trading securities.   The fair value option
established by SFAS 159 permits all entities to choose to measure eligible items
at  fair  value  at  specified  election  dates.  A  business entity will report
unrealized  gains  and  losses on items for which the fair value option has been
elected  in  earnings  at each subsequent reporting date. The fair value option:
(a)  may  be  applied  instrument  by instrument, with a few exceptions, such as
investments  otherwise  accounted  for  by the equity method; (b) is irrevocable
(unless  a  new  election  date  occurs);  and  (c)  is  applied  only to entire
instruments  and  not to portions of instruments.  SFAS 159 is effective for the
Company  as of January 1, 2008, unless early adoption is elected. The Company is
currently  analyzing  the effects of this interpretation but does not expect its
implementation  will  have  a  significant  impact on the Company's consolidated
financial  condition  or  results  of  operations.

EITF 06-4

In  September  2006,  the  FASB's  Emerging Issues Task Force (EITF) issued EITF
Issue No. 06-4, "Accounting for Deferred Compensation and Postretirement Benefit
Aspects of Endorsement Split Dollar Life Insurance  Arrangements" ("EITF 06-4").
EITF  06-4 requires the recognition of a liability related to the postretirement
benefits covered by an endorsement split-dollar life insurance arrangement.  The
consensus  highlights  that  the  employer  (who is also the policyholder) has a
liability  for  the  benefit  it  is providing to its employee.  As such, if the
policyholder  has  agreed  to  maintain  the  insurance  policy in force for the
employee's  benefit  during his or her retirement, then the liability recognized
during  the  employee's active service period should be based on the future cost
of insurance to be incurred during the employee's retirement.  Alternatively, if
the  policy holder has agreed to provide the employee with a death benefit, then
the liability for the future death benefit should be recognized by following the
guidance in SFAS No. 106 or Accounting Principles Board (APB) Opinion No. 12, as
appropriate.  For  transition,  an entity can choose to apply the guidance using
either of the following approaches: (a) a change in accounting principle through
retrospective application to all periods presented or (b) a change in accounting
principle  through  a  cumulative-effect  adjustment  to the balance in retained
earnings  at  the  beginning  of the year of adoption.  The EITF is effective in
fiscal  years  beginning after December 15, 2007, with early adoption permitted.
The  Company does not believe that the implementation of this guidance will have
a  material  impact  on  the  Company's  consolidated  financial  statements.

                                     -9-
<PAGE>


EITF 06-5

On  September  7,  2006,  the  Task Force reached a conclusion on EITF Issue No.
06-5,  "Accounting for Purchases of Life Insurance - Determining the Amount That
Could  Be  Realized  in  Accordance  with  FASB  Technical  Bulletin  No.  85-4,
Accounting  for  Purchases  of  Life Insurance" ("EITF 06-5"). The scope of EITF
06-5  consists  of six separate issues relating to accounting for life insurance
policies purchased by entities protecting against the loss of "key persons." The
six  issues  are  clarifications of previously issued guidance on FASB Technical
Bulletin  No.  85-4.  EITF  06-5  is  effective for fiscal years beginning after
December  15,  2006. The adoption of EITF 06-5 did not have a material impact on
the  Company's  consolidated  financial  statements.

EITF 06-10

In  March  2007,  the  FASB  ratified Emerging Issues Task Force Issue No. 06-10
"Accounting  for  Collateral  Assignment Split-Dollar Life Insurance Agreements"
(EITF  06-10).  EITF 06-10 provides guidance for determining a liability for the
postretirement  benefit obligation as well as recognition and measurement of the
associated  asset  on  the  basis  of  the  terms  of  the collateral assignment
agreement. EITF 06-10 is effective for fiscal years beginning after December 15,
2007.  The  Company  is  currently  assessing  the  impact  of EITF 06-10 on its
consolidated  financial  position  and  results  of  operations.

                                      -10-
<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

Throughout  the  Management's  Discussion  and  Analysis ("MD&A") the term, "the
Company",  refers  to the consolidated entity of Pathfinder Bancorp, Inc and its
wholly  owned  subsidiary,  Pathfinder  Bank.  Pathfinder  Commercial  Bank,
Pathfinder  REIT,  Inc.  and  Whispering Oaks Development, Inc. represent wholly
owned  subsidiaries  of  Pathfinder Bank.  At June 30, 2007, Pathfinder Bancorp,
M.H.C.,  the  Company's  mutual holding company parent, whose activities are not
included  in  the MD&A, held  63.7% of the Company's common stock and the public
held  36.3%.

The  following  discussion reviews the Company's financial condition at June 30,
2007  and  the  results  of operations for the three months and six months ended
June  30,  2007  and  June  30,  2006.

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 interest rates which tend to be highly cyclical have a significant impact
on  our  earnings.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The  Company's consolidated financial statements are prepared in accordance with
accounting  principles  generally  accepted  in the United States of America 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  consolidated  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

                                      -11-
<PAGE>

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 2006 Annual
Report  on Form 10-K ("the Consolidated Financial Statements").   Beginning with
its  quarterly report for the March 31, 2007 quarter, the Company has elected to
file  its  Exchange  Act  reports  under the rules and regulations applicable to
small  business  issuers.

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 consolidated 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 June 30, 2007, 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 consolidated 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.

OVERVIEW

Net income was $166,000, or $0.07 per share, for the three months ended June 30,
2007,  as compared to $303,000, or $0.12 per share, for the same period in 2006.
During  the  second  quarter  of  2007, the Company continued its efforts toward
transforming  its  more traditional thrift balance sheet with mostly residential
loans as earning assets, toward that of a community bank with a more diverse mix
of  residential,  consumer  and  commercial  loans. On an average balance basis,
total commercial loans comprised 30.1% of the total gross loan portfolio for the
quarter  ended June 30, 2007, as compared to 28.3% of the portfolio for the year
ended  December  31,  2006.  For the six months ended June 30, 2007, the Company
reported  net  income  of  $331,000,  or  $0.13 per diluted share as compared to
$543,000,  or  $0.22  per  diluted  share,  for  the  same  period  in  2006.

On  March 22, 2007, the Company entered into a junior subordinated debenture for
$5.0  million,  with  interest  adjustable  quarterly at a 1.65% spread over the
3-month  LIBOR.  The  Company used the proceeds from that issuance to retire its
original junior subordinated debenture on June 27, 2007, at its first call date.
The  original  obligation was for $5.0 million, adjustable quarterly at a spread
of  3.45%  over  the  3-month  LIBOR.  The  new  issuance  and retirement of the
original  junior  subordinated  debenture  will result in an approximate pre-tax
annual  savings  of  $90,000  to  the  Company.

                                      -12-
<PAGE>

Short-term  borrowings  increased  $3.4  million  during the first half of 2007.
Long-term  borrowings  decreased $9.4 million, or 36%, when compared to December
31,  2006,  as  excess  liquidity was used to pay off long-term advances as they
matured.

RESULTS OF OPERATIONS

The  return  on  average  assets and return on average shareholders' equity were
0.21%  and  3.15%,  respectively,  for  the  three  months  ended June 30, 2007,
compared with 0.40% and 5.85%, respectively, for the three months ended June 30,
2006.  During the second quarter of 2007, when compared to the second quarter of
2006,  net  interest  income  and  core noninterest income increased $35,000 and
$73,000,  respectively,  offset  by  increases  in provision for loan losses and
noninterest  expenses  of  $74,000  and  $217,000,  respectively.

For  the  six  months ended June 30, 2007, net interest income increased $39,000
and  core  noninterest  income increased $72,000 when compared to the six months
ended  June  30,  2006.  These  increases were offset by increased provision for
loan  losses  and  noninterest  expenses of $102,000 and $264,000, respectively.

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  loans, interest-earning deposits and investment
securities,  exceeds  the  interest  paid on deposits and other interest-bearing
liabilities.  Changes in net interest income and net interest margin result from
the  interaction  between the volume and composition of interest-earning assets,
interest-bearing  liabilities,  related  yields  and  associated  funding costs.

Net  interest  income, on a tax-equivalent basis remained relatively constant at
$2.1  million for the three months ended June 30, 2007 when compared to the same
period  of  2006.  The  Company's  net interest margin for the second quarter of
2007  decreased  to  2.99% from 3.11% when compared to the same quarter in 2006.
Management  expects continued margin compression to adversely impact earnings as
we  expect  the  yield  curve will continue to be flat or inverted over the near
term.  Average  interest-earning  assets  increased 5% to $286.6 million for the
three  months  ended  June  30, 2007 as compared to $273.5 million for the three
months ended June 30, 2006 and the yield on interest-earning assets increased 28
basis  points  to  6.09% from 5.81% for the comparable periods.  The increase in
average  interest-earning  assets was primarily attributable to an $11.3 million
increase  in  loans  receivable  and a $7.6 million increase in interest earning
deposits,  offset  by a $5.7 million decrease in investment securities.  For the
three months ended June 30, 2007, average interest-bearing liabilities increased
$8.1  million,  or  3%, and the cost of funds increased 47 basis points to 3.35%
from  2.88% for the same period in 2006.  The increase in the average balance of
interest-bearing  liabilities  resulted  primarily  from a $19.8 million, or 9%,
increase  in  deposits, and a $5.1 million increase in junior subordinated debt,
offset  by  a  $16.8  million,  or  44%,  reduction  in  borrowed  funds.

For the six months ended June 30, 2007, net interest income, on a tax-equivalent
basis,  remained  constant  at  $4.3 million when compared to the same period of
2006.  Net  interest margin decreased 12 basis points, to 3.00% at June 30, 2007
from  3.12%  at  June  30, 2006. Average interest-earning assets increased 4% to
$285.9  million  for  the  six  months ended June 30, 2007 as compared to $274.8
million  for  the  six  months  ended  June  30,  2006,  and  the  yield  on
interest-earning  assets  increased  32 basis points to 6.06% from 5.74% for the
comparable  period.   The  increase  in  average  interest-earning  assets  was
primarily  attributable  to  a  $12.5 million increase in loans receivable and a
$7.1  million increase in interest earning deposits, partially offset by an $8.4
million decrease in investment securities.  Average interest-bearing liabilities
increased  $6.4 million and the cost of funds increased 52 basis points to 3.30%
for  the  six  months  ended  June  30, 2007, from 2.78% for the same period  in
2006.  The  increase  in  the  average  balance  of interest-bearing liabilities
resulted primarily from a $16.8 million, or 8%, increase in average deposits and
a $2.6 million increase in junior subordinated debt, partially offset by a $12.9
million,  or  36%,  reduction  in  borrowed  funds.

                                      -13-
<PAGE>


INTEREST INCOME

Total interest income, on a tax-equivalent basis, for the quarter ended June 30,
2007,  increased  $390,000,  or  10%,  to $4.4 million from $4.0 million for the
quarter  ended  June  30,  2006.

The  average  balance  of  loans increased $11.3 million to $203.2 million, with
yields  increasing  23  basis  points  to  6.78% for the second quarter of 2007.
Average  commercial  real  estate loans increased $7.8 million, and the yield on
those  loans increased to 7.89% from 7.69% from the year earlier period. Average
commercial  loans  increased  $2.8  million,  and experienced an increase in the
average  tax-equivalent yield of 24 basis points, to 8.42% for the quarter ended
June  30,  2007, from 8.18%, in the quarter ended June 30, 2006. The increase in
the  yield  on  commercial loans was primarily the result of new commercial loan
originations  occurring  at  market  rates  higher  than  the  weighted  average
existing  portfolio  rate  as  well  as  the  adjustable  rate  portions  of the
portfolios  repricing  upward in connection with upward adjustments in the prime
rate.  Average consumer loans increased $2.4 million, or 12%, and experienced an
increase  in  yield  of  37 basis points. The Company's municipal loan portfolio
increased  $272,000,  or  10%,  when comparing the second quarter of 2007 to the
same  period  in  2006.  The  average  yield  on  the  municipal  loan portfolio
increased  to 6.18% in the second quarter of 2007 from 5.56% for the same period
in 2006.  Offsetting the above increases, was a $2.1 million, or 2%, decrease in
the  average  balance  of  residential  real  estate  loans.

Average  investment  securities  (taxable  and tax-exempt) for the quarter ended
June  30,  2007  decreased  by  $5.7  million, with a decrease in tax-equivalent
interest  income from investments of $11,000, or 1%, when compared to the second
quarter of 2006.  The average tax-equivalent yield of the portfolio increased 25
basis points, to 4.32% from 4.07%. The decrease in average investment securities
was primarily due to the 4th quarter 2006 sale of municipal securities which was
used  to  pay  down  long-term  borrowings.

For  the  quarter  ended  June  30,  2007,  interest  income on interest earning
deposits  increased $99,000, as the average balance of interest earning deposits
increased  $7.7  million and the yield on those deposits increased to 5.22% from
4.00%,  when  compared to the same quarter of 2006.   The increase was primarily
due  to  the  short-term  investment  of  the  proceeds  from  the second junior
subordinated debenture combined with liquidity generated from deposit growth out
pacing  general  loan  demand.

Total  interest income, on a tax-equivalent basis, for the six months ended June
30,  2007 increased $775,000, or 10%, when compared to the six months ended June
30,  2006.

Average loans increased $12.5 million, with yields increasing 24 basis points to
6.73% from 6.49%.  The average balance of commercial real estate loans increased
$8.0  million,  with  yields  increasing to 7.75% from 7.63%, average commercial
loans  increased  $4.2  million,  with yields increasing to 8.49% from 8.09% and
average  consumer  loans increased $1.9 million, with yields increasing to 8.36%
from  7.87%  for  the  six  months  ended June 30, 2007, as compared to the same
period in 2006.  These increases were offset by decreases in the average balance
of  residential  real  estate  loans  of  $1.6  million.

For  the  six  months  ended  June 30, 2007, tax-equivalent interest income from
investment  securities  decreased $67,000, or 4%, compared to the same period in
2006.   The  average  tax-equivalent  yield  of the portfolio increased 28 basis
points,  to  4.30% from 4.02%, offset by an $8.4 million decrease in the average
balance  of  investment  securities,  due  to  the  sale of municipal investment
securities  mentioned  above.

For  the  six  months  ended  June 30, 2007, interest income on interest earning
deposits increased $184,000, as the average balance of interest earning deposits
increased  $7.1  million and the yield on those deposits increased to 5.01% from
2.97%,  when  compared  to the same period of 2006.   The increase was primarily
due  to  the  short-term  investment  of  the  proceeds  from  the second junior
subordinated debenture combined with liquidity generated from deposit growth out
pacing  general  loan  demand.


                                      -14-
<PAGE>


INTEREST EXPENSE

Total  interest  expense  increased $370,000 for the three months ended June 30,
2007  compared  to  the  same quarter in 2006, as the cost of funds increased 47
basis  points  to  3.35%  in  2007  from  2.88%  in  2006. Average time deposits
increased  $23.0  million, combined with a 63 basis point increase to 4.55% from
3.91%.  Average  MMDA  accounts increased $3.5 million, combined with a 41 basis
point  increase to 4.13% from 3.72%. These increases were offset by decreases in
average money management accounts to $11.7 million in 2007 from $13.6 million in
2006,  and  average savings accounts to $54.2 million in 2007 from $60.3 million
in  2006. Interest expense on borrowings decreased by $111,000, or 19%, from the
prior period. The decrease in interest expense on borrowings was the result of a
$16.8  million  decrease in the average balance of borrowed funds. This decrease
was  offset  by  a  $5.1  million  increase in average debt from a second junior
subordinated debenture entered into in March 2007. The new $5.1 million issuance
has  an interest rate which adjusts quarterly at a 1.65% spread over the 3-month
LIBOR.  The  original  debenture was for $5.1 million, adjustable quarterly at a
spread  of  3.45% over the 3-month LIBOR. During the second quarter of 2007, the
Company  had  carried  both  of  these  junior subordinated debentures until the
original  issuance was retired on June 27, 2007 at its first call date. The cost
of  funds for the new junior subordinated debenture decreased 77 basis points to
7.81%  for  the  three  months  ended June 30, 2007, as compared to the original
junior  subordinated debenture cost of 8.58% for the three months ended June 30,
2006. The Company used the proceeds from the new issuance to retire its original
junior  subordinated debenture on June 27, 2007, at its first call date. The new
issuance  and  retirement  of  the  original  junior subordinated debenture will
result  in  an  approximate  pre-tax  annual  savings of $90,000 to the Company.

For the six months ended June 30, 2007, interest expense increased $770,000 when
compared to the six months ended June 30, 2006. Deposit interest expense for the
comparable  periods  increased  $967,000 or 38%. Average time deposits increased
$23.7  million,  combined  with  a  69 basis point increase to 4.50% from 3.81%.
Average MMDA accounts increased $903,000 million, combined with a 59 basis point
increase  to  4.15%  from  3.56%.  These  increases  were offset by decreases in
average savings accounts to $54.5 million in 2007 from $61.3 million in 2006 and
average money management accounts to $11.8 million in 2007 from $13.9 million in
2006.  Interest  expense  on  borrowings decreased by $197,000, or 36%, from the
prior  period.  The decrease in interest expense on borrowings was the result of
a  $12.9  million,  or  36%,  decrease in the average balance of borrowed funds.
This  decrease  was  offset by an increase in average junior subordinate debt of
$2.6 million due to a second junior subordinate debt entered into in March 2007.
The  original  $5.0 million issuance was retired on June 27, 2007.   The cost of
funds for the two junior subordinated debentures increased slightly to 8.30% for
the six months ended June 30, 2007 as compared to 8.28% for the six months ended
June  30,  2006.

PROVISION FOR LOAN LOSSES

Provision  for  loan  losses  for  the  quarter ended June 30, 2007 increased to
$75,000  from  $1,000  for  the same period in 2006.  The increased provision is
reflective  of  a  growing  loan  portfolio  and  one  more  heavily weighted to
commercial  term  and  commercial  real  estate, which have higher inherent risk
characteristics  than a consumer real estate portfolio.  Offsetting the need for
an  increased provision for loan losses from a growing portfolio, is improvement
in  asset  quality.  The  Company's ratio of allowance for loan losses to period
end  loans  has  increased  slightly  to  0.76%  at  June 30, 2007 from 0.74% at
December  31,  2006  and  decreased from 0.86% at June 30, 2006.  Non-performing
loans to period end loans have decreased to 0.61% at June 30, 2007 from 0.73% at
June  30,  2006.

NONINTEREST INCOME

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


                                      -15-
<PAGE>


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


<TABLE>
<CAPTION>

                                                             FOR THE THREE MONTHS ENDED JUNE 30,
(DOLLARS IN THOUSANDS)                                        2007    2006   $CHANGE   % CHANGE
------------------------------------------------------------------------------------------------
<S>                                                           <C>    <C>     <C>       <C>
Service charges on deposit accounts                           $ 375  $ 350   $    25        7.1%
Earnings on bank owned life insurance                            57     51         6       11.8%
Loan servicing fees                                              81     58        23       39.7%
Debit card interchange fees                                      68     47        21       44.7%
Other charges, commissions and fees                             103    105        (2)      -1.9%
------------------------------------------------------------------------------------------------
Core noninterest income                                         684    611        73       11.9%
Net losses on sales of investment securities                      -     (7)        7     -100.0%
Net gains on sale of loans and foreclosed real estate             7      2         5      250.0%
------------------------------------------------------------------------------------------------
TOTAL NONINTEREST INCOME                                      $ 691  $ 606   $    85       14.0%
================================================================================================
</TABLE>

<TABLE>
<CAPTION>



                                                                 FOR THE SIX MONTHS ENDED JUNE 30,
(DOLLARS IN THOUSANDS)                                         2007     2006    $CHANGE   % CHANGE
---------------------------------------------------------------------------------------------------
<S>                                                           <C>      <C>      <C>       <C>
Service charges on deposit accounts                           $  708   $  721   $   (13)      -1.8%
Earnings on bank owned life insurance                            113      100        13       13.0%
Loan servicing fees                                              145      105        40       38.1%
Debit card interchange fees                                      116       89        27       30.3%
Other charges, commissions and fees                              203      198         5        2.5%
---------------------------------------------------------------------------------------------------
Core noninterest income                                        1,285    1,213        72        5.9%
Net losses on sales of investment securities                      (3)      (9)        6      -66.7%
Net losses on sale of loans and foreclosed real estate             -       (5)        5     -100.0%
---------------------------------------------------------------------------------------------------
TOTAL NONINTEREST INCOME                                      $1,282   $1,199   $    83        6.9%
===================================================================================================
</TABLE>

For  the  three months ended June 30, 2007, core noninterest income reflected an
increase  of $73,000, or 12%, when compared with the three months ended June 30,
2006.  The  increase  in  service  charges  on  deposit  accounts  was primarily
attributable  to  an  increase  in  the  number of deposit accounts and the fees
associated  with  deposit  accounts.  The  increase  in  loan servicing fees was
primarily  due to an increase in commercial and mortgage loan late charges and a
reduction  in  the  amortization  of mortgage servicing rights.  The increase in
debit  card  fees was primarily due to a 17% increase in issued Visa Debit cards
and  an  increase  in  the  usage  from  the  existing  customer  base.

For  the  six  months  ended  June  30,  2007, core noninterest income increased
$72,000  or  6%,  when  compared  with  the six months ended June 30, 2006.  The
increase  in  core noninterest income for the six months ended June 30 2007, was
primarily due to an increase in late fees on commercial and mortgage loans and a
reduction  in  mortgage  servicing  rights amortization, combined with increased
fees  from the volume and usage of the Bank's Visa Debit card and an increase in
the  value  of  bank  owned  life  insurance.  These  increases were offset by a
reduction  in  service  charges  on  deposit  accounts attributable to decreased
utilization  of the extended overdraft program during the first quarter of 2007.


                                      -16-
<PAGE>

NONINTEREST EXPENSE

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

<TABLE>
<CAPTION>

                                    FOR THE THREE MONTHS ENDED JUNE 30,
(DOLLARS IN THOUSANDS)               2007    2006   $CHANGE   % CHANGE
-----------------------------------------------------------------------
<S>                                 <C>     <C>     <C>       <C>
Salaries and employee benefits      $1,274  $1,183  $    91        7.7%
Building occupancy                     312     306        6        2.0%
Data processing                        352     306       46       15.0%
Professional and other services        226     116      110       94.8%
Amortization of intangible assets       55      55        -        0.0%
Other expenses                         308     344      (36)     -10.5%
-----------------------------------------------------------------------
TOTAL NONINTEREST EXPENSES          $2,527  $2,310  $   217        9.4%
=======================================================================
</TABLE>

<TABLE>
<CAPTION>

                                      FOR THE SIX MONTHS ENDED JUNE 30,
(DOLLARS IN THOUSANDS)               2007    2006   $CHANGE   % CHANGE
-----------------------------------------------------------------------
<S>                                 <C>     <C>     <C>       <C>
Salaries and employee benefits      $2,501  $2,458  $    43        1.7%
Building occupancy                     630     622        8        1.3%
Data processing                        694     630       64       10.2%
Professional and other services        463     231      232      100.4%
Amortization of intangible assets      111     111        -        0.0%
Other expenses                         586     669      (83)     -12.4%
-----------------------------------------------------------------------
TOTAL NONINTEREST EXPENSES          $4,985  $4,721  $   264        5.6%
=======================================================================
</TABLE>

Total  noninterest expense increased for the three and six months ended June 30,
2007  when  compared to the same periods for 2006.  The increase in professional
and  other  services  for  the  three and six month periods was primarily due to
consulting  costs  associated  with preparing for, and implementing the enhanced
internal  controls  of  Section  404  of  the  Sarbanes  Oxley  Act and ensuring
compliance  with  Bank  Secrecy  Act/Anti-Money  Laundering  regulations.
Additionally,  a  direct  mailing  campaign  aimed  at  attracting  new  deposit
customers  continued  through  the  second  quarter  of  2007.  The  increase in
salaries  and  employee  benefits for the three and six months periods primarily
resulted  from  increased  commissions and incentives paid, combined with normal
merit  based  salary  increases.  Data processing expenses for the three and six
month  periods  increased  due  to  volume  related  Internet  banking costs and
customer check processing, ATM processing charges and maintenance charges. These
increases were offset by a decrease in other expenses for both periods primarily
due to a reduction in costs associated with foreclosed real estate properties as
the  number  of  properties  decreased to 7 from 13 in the comparable quarter of
2006.    Additionally,  audit and exam expenses and travel and training expenses
were  lower  when  compared  to  the  first  two  quarters  of  2006.

INCOME TAX EXPENSE

Income  taxes  decreased $34,000 for the quarter ended June 30, 2007 as compared
to  the same period in 2006.  The decrease in income tax expense reflected lower
pre-tax  income  during  the comparable quarters.  For the six months ended June
30,  2007,  income  tax  expense  decreased $32,000.  The effective tax rate was
18.7%  and  16.6%  for  the  six  months  ended June 30, 2007 and June 30, 2006,
respectively.  The  Company  continues to strive to reduce 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.

                                      -17-
<PAGE>


CHANGES IN FINANCIAL CONDITION

ASSETS

Total  assets  increased approximately $3.2 million, or 1%, to $304.6 million at
June  30,  2007, from $301.4 million at December 31, 2006. The increase in total
assets  was primarily the result of an increase in investment securities of $7.0
million,  or  11%,  and an increase of $2.5 million, or 1%, in loans receivable,
offset by a reduction in interest earning deposits of $6.3 million, or 95%.  The
growth  in  investment  securities  was  a result of securities purchases during
January  and  February  2007  in  order  to  obtain  the required collateral for
increased  municipal deposit levels.  The reduction in interest earning deposits
was  primarily  due  to  excess  liquidity  being  utilized  to pay off maturing
long-term  advances.

At  June  30,  2007,  the  securities  balance included a net unrealized loss on
available  for  sale securities of $1.7 million, versus a net unrealized loss of
$1.4  million  at December 31, 2006.  These unrealized losses relate principally
to  changes  in  interest  rates  subsequent  to  the  acquisition  of  specific
securities.  None of the securities in this category had an unrealized loss that
exceeded  8%  of book value.  The Company has the intent and ability to hold the
individual  securities  to  maturity  or  market  price  recovery.

Management  has  reviewed its loan and mortgage-backed securities portfolios and
determined  that  no exposure exists to sub-prime or other high-risk residential
mortgages.  The  Company  is not in the practice of investing in, or originating
these  types  of  investments  or  loans.

LIABILITIES

Total  liabilities  increased $3.3 million, or 1%, to $283.8 million at June 30,
2007  from  $280.5  million  at  December  31, 2006.  Deposits increases of $9.2
million, or 4%, were offset by a net reduction in borrowed funds of $6.0 million
as  lower  cost  deposit funds were used to reduce higher cost advances from the
Federal  Home  Loan  Bank  New  York.

LOAN AND ASSET QUALITY AND ALLOWANCE FOR LOAN LOSSES

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


<TABLE>
<CAPTION>

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

                                         JUNE 30,    DECEMBER 31,    JUNE 30,
(DOLLARS IN THOUSANDS)                      2007            2006        2006
------------------------------------------------------------------------------

Nonaccrual loans:
  Commercial real estate and commercial     $  502        $  481        $  376
  Consumer                                      74           125            78
  Residential real estate mortgage             689           566           964
------------------------------------------------------------------------------
Total nonaccrual loans                       1,265         1,172         1,418
------------------------------------------------------------------------------
  Total non-performing loans                 1,265         1,172         1,418
Foreclosed real estate                         449           471           887
------------------------------------------------------------------------------
  Total non-performing assets               $1,714        $1,643        $2,305
==============================================================================
Non-performing loans to total loans           0.61%         0.57%         0.73%
Non-performing assets to total assets         0.56%         0.54%         0.78%
==============================================================================

</TABLE>

Total  nonperforming  loans  increased  8%  at  June  30,  2007 when compared to
December  31,  2006.  Management  believes  that adequate reserves exist for any
potential  losses  that  may  occur  from  the  remediation  process.

                                      -18-
<PAGE>

The  allowance  for  loan losses at June 30, 2007 and December 31, 2006 was $1.6
million  and $1.5 million, or 0.76% and 0.74% of period end loans, respectively.

CAPITAL

Shareholders'  equity  at  June  30, 2007 was $20.8 million as compared to $20.9
million  at  December 31, 2006.  The Company added $331,000 to retained earnings
through  net  income,  which  was  offset  by  cash  dividends  returned  to its
shareholders  of $350,000.  Additional paid in capital increased $113,000 due to
the  exercise  of  stock options during the first quarter of 2007. The Company's
mutual  holding  company  parent, Pathfinder Bancorp, M.H.C, waived the dividend
for  the  quarter  ended  June  30,  2007,  payable  in  July  2007.

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 June 30, 2007, 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, meet deposit
withdrawals, maintain reserve requirements, and 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  Company  has  a  number of existing credit facilities available to it.  The
combined  aggregate  amount  of credit available in connection with its existing
facilities  is  approximately  $56.6  million  at  June  30,  2007.

The  Asset  Liability  Management  Committees of the Company are responsible for
implementing  the  policies and guidelines for the maintenance of prudent levels
of  liquidity.  As  of  June  30,  2007,  management  reported  to  the Board of
Directors  that  the  Company  is  in  compliance  with  its  liquidity  policy
guidelines.



                                      -19-
<PAGE>


ITEM  3  -  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.


                                      -20-
<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
------------------------------------------------------------

The  Company's  Annual  Meeting of Shareholders was held on April 25, 2007.  The
following  are  the  items  voted  on and the results of the shareholder voting:

1.     The  election of Janette Resnick, Corte J. Spencer and Steve W. Thomas to
serve  as  directors of the Company, each for a term of three years or until his
or  her  successor  has  been  elected  and  qualified.

          Name                      For          Withheld

     Janette Resnick             2,381,148         89,651
     Corte J. Spencer            2,359,350        111,449
     Steven W. Thomas            2,380,398         90,401

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

          Name                       Term Expires

     Thomas W. Schneider                 2008
     Chris R. Burritt                    2008
     Bruce E. Manwaring                  2009
     L. William Nelson,  Jr.             2009
     George P. Joyce                     2009
     Lloyd "Buddy" Stemple               2009


2.     The  ratification  of  the  appointment  of  Beard  Miller Company LLP as
auditors  for  the  Company  for  the  year  ending  December  31,  2007.

                                    For       Against     Abstain

     Number of Votes             2,469,314      1,425        60



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

None


                                      -21-
<PAGE>


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

                                      -22-
<PAGE>


SIGNATURES

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

                              PATHFINDER BANCORP, INC.
                              ------------------------
                              (Small business issuer)


August 14, 2007          /s/ Thomas W. Schneider
---------------          -----------------------
Date:                    Thomas W. Schneider
                         President, Chief Executive Officer

August 14, 2007          /s/ James A. Dowd
---------------          ----------------
Date:                    James A. Dowd
                         Senior Vice President, Chief Financial Officer

                                      -23-
<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, certify that:

1.     I have reviewed the June 30, 2007 quarterly report on Form 10-QSB 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 small business
issuer as of, and for, the periods presented in this report;

4.     The small business issuer'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 small
business issuer 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 small
          business  issuer,  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  small  business  issuer'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  small  business
          issuer's  internal  control  over  financial  reporting  that occurred
          during  the  small  business  issuer's most recent fiscal quarter (the
          small business issuer's fourth fiscal quarter in the case of an annual
          report)  that  has  materially  affected,  or  is reasonably likely to
          materially  affect,  the small business issuer's internal control over
          financial  reporting;  and

5.     The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

     (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 small business issuer'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 small business
          issuer's  internal  control  over  financial  reporting.


August 14, 2007           /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, certify that:

1.     I have reviewed the June 30, 2007 quarterly report on Form 10-QSB 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 small business
issuer as of, and for, the periods presented in this report;

4.     The small business issuer'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 small
business issuer 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 small
          business  issuer,  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  small  business  issuer'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  small  business
          issuer's  internal  control  over  financial  reporting  that occurred
          during  the  small  business  issuer's most recent fiscal quarter (the
          small business issuer's fourth fiscal quarter in the case of an annual
          report)  that  has  materially  affected,  or  is reasonably likely to
          materially  affect,  the small business issuer's internal control over
          financial  reporting;  and

5.     The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

     (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 small business issuer'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 small business
          issuer's  internal  control  over  financial  reporting.


August 14, 2007        /s/ James A. Dowd
---------------        -----------------
Date                  James A. Dowd
                      Senior 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,
Senior 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-QSB for the
quarter ended June 30, 2007 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.


August 14, 2007          /s/ Thomas W. Schneider
---------------          -----------------------
Date                     Thomas W. Schneider
                         President and Chief Executive Officer


August 14, 2007          /s/ James A. Dowd
---------------          -----------------
Date                     James A. Dowd
                         Senior Vice President and Chief Financial
                         Officer