SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------
                                    FORM 10-Q

       QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
                    1934 FOR THE QUARTER ENDED JUNE 30, 2000

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

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


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


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


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


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


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


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

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest  practicable date: There were 2,617,245 shares
of the Company's common stock outstanding as of August 10, 2000.



<PAGE>



                            PATHFINDER BANCORP, INC.
                                      INDEX




PART 1      FINANCIAL INFORMATION                                         PAGE

Item 1.     Financial Statements

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


Item 2.     Management's Discussion and Analysis of Financial             7 - 12
                  Condition and Results of Operations


Item 3.     Quantitative and Qualitative Disclosures about Market Risk   13 - 14


PART II     OTHER INFORMATION                                      15 - 16

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


SIGNATURES



<PAGE>



<TABLE>
<CAPTION>
                            PATHFINDER BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CONDITION
                 June 30, 2000 (unaudited) and December 31, 1999

                                                                         June 30,             December 31,
                                                                           2000                  1999
                                                                       ------------           -----------
                             ASSETS

<S>                                                                   <C>                        <C>
Cash and due from banks                                               $4,132,190                 $4,280,255
Federal funds sold                                                        88,569                          -
                                                                     -----------           ----------------
         Total cash and cash equivalents                               4,220,759                  4,280,255

Investment securities                                                 64,642,263                 66,397,491
Mortgage loans held-for-sale                                             727,004                    697,405
Loans:
     Real estate                                                     123,278,447                119,167,708
     Consumer and other                                               14,378,021                 12,129,363
                                                                     -----------                -----------
       Total loans                                                   137,656,468                131,297,071
     Less: Allowance for loan losses                                   1,227,238                  1,149,677
             Unearned discounts and origination fees
            and costs, net                                                99,922                     84,453
                                                                   -------------              -------------
       Loans receivable, net                                         136,329,308                130,062,941

Premises and equipment, net                                            4,837,586                  4,869,553
Accrued interest receivable                                            1,482,557                  1,431,251
Other real estate                                                      1,107,638                    641,384
Intangible assets, net                                                 2,815,487                  2,973,365
Other assets                                                           5,214,469                  4,969,908
                                                                 ---------------             --------------
       Total assets                                                 $221,377,071               $216,323,553

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits:
     Interest bearing                                               $146,071,697               $142,690,583
     Non-interest bearing                                             10,474,681                  9,745,513
                                                                  --------------             --------------
       Total deposits                                                156,546,378                152,436,096
Borrowed funds                                                        44,310,500                 42,879,500
Other liabilities                                                      1,053,095                    933,345
                                                                 ---------------            ---------------
       Total liabilities                                             201,909,973                196,248,941

Shareholders' equity:
     Common stock, par value $.10 per share; authorized 9,000,000 shares; issued
       2,884,720 shares; and 2,617,245 and 2,639,245 shares outstanding for
       2000 and 1999, respectively                                       288,472                    288,472
     Additional paid in capital                                        6,919,053                  6,912,580
     Retained earnings                                                17,477,435                 18,121,372
     Unearned stock based compensation                                  (545,984)                  (981,125)
     Unearned ESOP shares                                               (262,408)                  (287,609)
     Accumulated other comprehensive loss                             (1,146,536)                  (895,894)
     Treasury stock, at cost;
       267,475 and 245,475 shares, respectively                       (3,262,934)                (3,083,184)
                                                                      -----------                -----------
     Total shareholders' equity                                       19,467,098                 20,074,612
                                                                  --------------             --------------
     Total liabilities and shareholders' equity                     $221,377,071               $216,323,553
                                                                    ============               ============
</TABLE>

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

                                       -1-

<PAGE>







<TABLE>
<CAPTION>
                            PATHFINDER BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF INCOME For
             the three months ended June 30, 2000 and June 30, 1999
                                   (unaudited)
                                                                                June 30,              June 30,
                                                                                  2000                  1999
                                                                                --------              -------
INTEREST INCOME:
<S>                                                                           <C>                    <C>
   Loans                                                                      $2,798,442             $2,695,751
   Interest and dividends on investments:
       U.S. Treasury and agencies                                                195,896                 44,901
       State and political subdivisions                                           91,220                 89,660
       Corporate                                                                 371,663                390,248
       Marketable equity securities                                               37,100                 24,154
       Mortgage-backed                                                           366,961                321,894
       Federal funds sold and interest-bearing deposits                              731                 20,549
                                                                            ------------            -----------
           Total interest income                                               3,862,013              3,587,157

INTEREST EXPENSE:
   Interest on deposits                                                        1,384,011              1,334,465
   Interest on borrowed funds                                                    607,956                325,726
                                                                              ----------             ----------
       Total interest expense                                                  1,991,967              1,660,191
                                                                               ---------              ---------
               Net interest income                                             1,870,046              1,926,966
   Provision for loan losses                                                      28,085                 63,332
                                                                             -----------             ----------
               Net interest income after provision for loan losses             1,841,961              1,863,634
                                                                               ---------              ---------

OTHER INCOME:
   Service charges on deposit accounts                                           107,239                120,867
   Loan fees                                                                      68,271                 21,186
   Cash surrender value                                                           41,322                 64,230
   Net securities (losses) gains                                                  (1,756)                41,804
   Other charges, commission and fees                                             62,190                 83,700
                                                                              ----------                 ------
       Total other income                                                        277,266                331,787
                                                                             -----------                -------

OTHER EXPENSES:
   Salaries and employee benefits                                                754,296                812,934
   Building occupancy                                                            210,299                178,564
   Data processing expenses                                                      166,968                210,697
   Professional and other services                                               159,991                248,472
   Amortization of intangible asset                                               78,939                 78,939
   Other expenses                                                                318,019                282,260
                                                                             -----------             ----------
       Total other expenses                                                    1,688,512              1,811,866
                                                                              ----------              ---------
Income before income taxes                                                       430,715                383,555
Provision for income taxes                                                       129,950                 97,344
                                                                             -----------            -----------
Net income                                                                   $   300,765             $  286,211
                                                                             ===========             ==========

Net income per share - basic                                              $          .12          $        0.11
                                                                          ==============          =============
 Net income per share - diluted                                           $          .12          $        0.11
                                                                          ==============          =============
</TABLE>


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

                                       -2-

<PAGE>



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

                                                                                June 30,              June 30,
                                                                                  2000                  1999
                                                                                --------              -------
INTEREST INCOME:
<S>                                                                           <C>                    <C>
   Loans                                                                      $5,530,273             $5,355,193
   Interest and dividends on investments:
       U.S. Treasury and agencies                                                405,745                 52,487
       State and political subdivisions                                          183,132                170,544
       Corporate                                                                 730,204                740,946
       Marketable equity securities                                               74,582                 43,919
       Mortgage-backed                                                           770,005                647,563
       Federal funds sold and interest-bearing deposits                            1,561                 56,277
                                                                          --------------            -----------
           Total interest income                                               7,695,502              7,066,929

INTEREST EXPENSE:
   Interest on deposits                                                        2,714,671              2,716,844
   Interest on borrowed funds                                                  1,236,783                598,809
                                                                            ------------             ----------
       Total interest expense                                                  3,951,454              3,315,653
                                                                               ---------              ---------
               Net interest income                                             3,744,048              3,751,276
   Provision for loan losses                                                     143,409                160,461
                                                                              ----------            -----------
               Net interest income after provision for loan losses             3,600,639              3,590,815
                                                                               ---------              ---------

OTHER INCOME:
   Service charges on deposit accounts                                           221,346                230,547
   Loan fees                                                                     107,799                 43,308
   Cash surrender value                                                           82,644                114,322
   Net securities (losses) gains                                                (209,250)                73,375
   Other charges, commission and fees                                            115,409                166,343
                                                                             -----------                -------
       Total other income                                                        317,948                627,895
                                                                             -----------                -------

OTHER EXPENSES:
   Salaries and employee benefits                                              1,645,922              1,611,819
   Building occupancy                                                            414,581                357,034
   Data processing expenses                                                      356,927                370,813
   Professional and other services                                               314,125                409,353
   Amortization of intangible asset                                              157,878                157,878
   Other expenses                                                                809,965                521,237
   Unusual items                                                                 578,176                      -
                                                                              ----------        ---------------
       Total other expenses                                                    4,277,574              3,428,134
                                                                               ---------              ---------
(Loss) income before income taxes                                               (358,987)               790,576
(Benefit) provision for income taxes                                             (26,343)               217,305
                                                                                ---------             ---------
Net (loss) income                                                              $(332,644)              $573,271
                                                                               ==========              ========

Net (loss) income per share - basic                                            $(0.13)                 $   0.22
                                                                               =======                 ========
 Net (loss) income per share - diluted                                         $(0.13)                 $   0.21
                                                                               =======                 ========
</TABLE>


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


                                       -3-

<PAGE>





                            PATHFINDER BANCORP, INC.
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                         SIX MONTHS ENDED JUNE 30, 2000
                                   (unaudited)





<TABLE>
<CAPTION>

                                                                                                     Accum.
                                                    Add't                   Unearn      Unearned    Other
                                 Common  Stock      Paid in     Retained  Stock-Based     ESOP       Comp   Treasury
                               Shar       Amount    Capital     Earnings  Compensation   Shares      Loss     Stock        Total
------------------------------------------------------------------------------------------------------------------------------------


<S>                             <C>       <C>      <C>        <C>         <C>         <C>        <C>        <C>          <C>
Balance, December 31, 1999      2,884,720 $288,472 $6,912,580 $18,121,372 $(981,125)  $(287,609) $(895,894) $(3,083,184) $20,074,612

Comprehensive loss:
 Net loss                                                        (332,644)                                                 (332,644)
 Other comprehensive loss,
  net of tax:
   Unrealized depreciation in
   available-for-sale securities, net
   of reclassification amount (Note 1)                                                            (250,642)                (250,642)
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive loss                                               (332,644)                        (250,642)                (583,286)


ESOP shares earned                                      6,473                            25,201                               31,674

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

Stock based compensation earned                                             435,141                                          435,141

Dividends declared (.12 per share)                                (311,293)                                                (311,293)
                               -----------------------------------------------------------------------------------------------------

Balance, June 30, 2000         2,884,720 $288,472 $6,919,053 $17,477,435 $(545,984) $(262,408) $(1,146,536) $(3,262,934) $19,467,098
                               =====================================================================================================
</TABLE>



Note  1 -  Disclosure  of  reclassification  amount
 Unrealized net losses on securities:
       Unrealized holding losses arising during the period $(631,087)
       Less: reclassification adjustment for losses
               Included in net loss                          204,387
                                                            --------
                                                            (417,737)
       Income tax benefit                                    167,095
                                                         -----------
                                                           $(250,642)




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


                                       -4-

<PAGE>



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

                                                                                June 30,                  June 30,
                                                                                  2000                     1999
                                                                             -----------                 --------
OPERATING ACTIVITIES:
<S>                                                                            <C>                       <C>
   Net (loss) income                                                           $(332,644)                $573,271
   Adjustments to reconcile net income to net cash
     provided by operating activities:
   Provision for loan losses                                                     143,409                  160,461
   ESOP and other stock-based compensation earned                                466,815                  274,400
   Realized loss/(gain) on:
      Sale of loans                                                                5,116                   22,756
      Available-for-sale investment securities                                   204,387                  (96,131)
   Depreciation                                                                  236,210                  199,521
   Amortization of intangibles                                                   157,878                  157,878
   Net accretion of premiums and discounts
      on investment securities                                                    (7,561)                  (4,248)
   (Increase)/decrease in interest receivable                                    (51,306)                 147,855
   Net change in other assets and liabilities                                     77,331                  237,753
                                                                          --------------           --------------
 Net cash provided by operating activities                                       899,636                1,673,516
                                                                           -------------           --------------

INVESTING ACTIVITIES
   Purchase of investment securities available-for-sale                       (5,353,725)             (18,338,720)
   Proceeds from maturities and principle reductions of
       investment securities available-for-sale                                1,193,957                6,089,768
   Proceeds from sale:
       Real estate acquired through foreclosure                                   84,081                   50,912
       Loans                                                                     566,823                2,007,026
       Available-for-sale investment securities                                5,300,432                       --
   Net increase in loans                                                      (7,561,649)              (4,890,053)
   Purchase of premises and equipment                                           (204,243)                (230,347)
   (Increase)/decrease in surrender value of life insurance                      (36,644)                 179,637
   Other investing activities                                                          -                  (11,094)
                                                                      ------------------           ---------------
 Net cash used in investing activities                                        (6,010,968)             (15,142,871)
                                                                            -------------            -------------

FINANCING ACTIVITIES
   Net increase  (decrease)  increase in demand  deposits,  NOW accounts savings
       accounts, money market deposit accounts
       and escrow deposits                                                     1,974,611               (2,744,286)
   Net increase  (decrease) increase in time deposits                          2,135,671                 (843,692)
   Net  proceeds from borrowings                                               1,431,000               14,835,500
   Cash dividends                                                               (309,696)                (294,740)
   Treasury stock purchased                                                     (179,750)                (813,453)
                                                                             ------------             ------------
  Net cash provided by financing activities                                    5,051,836               10,139,329
  Decrease in cash and cash equivalents                                          (59,496)              (3,330,026)
 Cash and cash equivalents at beginning of period                              4,280,255                6,516,238
                                                                             -----------              -----------
  Cash and cash equivalents at end of period                                  $4,220,759               $3,186,212
                                                                              ==========               ==========

CASH PAID DURING THE PERIOD FOR:
   Interest                                                                   $3,924,890               $3,208,116
   Income taxes paid                                                              48,000                  370,000

NON-CASH INVESTING ACTIVITY:
   Transfer of loans to other real estate                                      $550,335                $   37,547
   Decrease (increase) in unrealized gains and losses on available
       for sale investment securities                                            417,737               (1,375,995)

NON-CASH FINANCING ACTIVITY:
   Dividends declared and unpaid                                                $157,035                 $160,426
   The accompanying notes are an integral part of the consolidated financial statements
</TABLE>

                                                                -5-

<PAGE>




                            Pathfinder Bancorp, Inc.

                          Notes to Financial Statements


(1) Basis of Presentation

     The accompanying unaudited financial statements were prepared in accordance
     with the instructions for Form 10-Q and Regulation S-X and,  therefore,  do
     not include information for footnotes necessary for a complete presentation
     of financial position,  results of operations, and cash flows in conformity
     with generally accepted accounting principles. The following material under
     the heading  "Management's  Discussion and Analysis of Financial  Condition
     and Results of Operations" is written with the  presumption  that the users
     of the  interim  financial  statements  have read,  or have  access to, the
     Bank's latest audited financial statements and notes thereto, together with
     Management's  Discussion and Analysis of Financial Condition and Results of
     Operations  as of  December  31,  1999 and for the three year  period  then
     ended. Therefore,  only material changes in financial condition and results
     of operations are discussed in the remainder of part 1.

     All adjustments  (consisting of only normal  recurring  accruals) which, in
     the opinion of  management,  are necessary for a fair  presentation  of the
     financial  statements  have been included in the results of operations  for
     the three months and six months ended June 31, 2000 and 1999.

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

(2) Earnings per Share

      Basic  earnings per share have been computed by dividing net income (loss)
     for the three  months and six months  ended June 30,  using  2,553,341  and
     2,556,924 weighted average common shares outstanding for 2000 and 2,635,988
     and  2,656,349  for 1999.  Diluted  earnings  per share for the three month
     period ending June 30, 2000 and the three and six month periods ending June
     30, 1999 have been  computed  using  2,554,894,  2,694,206  and,  2,714,567
     weighted average common shares outstanding,  respectively.  Due to the loss
     incurred by the company  during the first six months of 2000, the impact of
     outstanding options is anti-dilutive and,  therefore,  their impact has not
     been  included in the diluted  earnings  per share  disclosure  for the six
     months ended June 30, 2000.

(3) Reclassifications

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








                                       -6-

<PAGE>



Item 2 - Management's Discussion and Analysis of Financial Condition and Results
     of Operation

     This Quarterly Report contains certain "forward-looking  statements" within
     the meaning of the Private  Securities  Litigation Reform Act of 1995. Such
     statements are subject to certain risks and uncertainties, including, among
     other things,  changes in economic conditions in the Company's market area,
     changes in policies by regulatory agencies, fluctuations in interest rates,
     demand for loans in the Company's market areas and competition,  that could
     cause actual  results to differ  materially  from  historical  earnings and
     those  presently  anticipated  or projected.  The Company wishes to caution
     readers not to place undue reliance on any such forward-looking statements,
     which speak only as of the date made.  The Company wishes to advise readers
     that  the  factors  listed  above  could  affect  the  Company's  financial
     performance and could cause the Company's actual results for future periods
     to differ materially from any opinions or statements expressed with respect
     to future periods in any current statements.

     The Company does not undertake,  and specifically  declines any obligation,
     to publicly  release the result of any  revisions  which may be made to any
     forward-looking  statements to reflect  events or  circumstances  after the
     date of such  statements  or to reflect the  occurrence of  anticipated  or
     unanticipated events.

     General

     Throughout  the  Management's   Discussion  and  Analysis  the  term,  "the
     Company",  refers to the consolidated entity of Pathfinder  Bancorp,  Inc.,
     Pathfinder  Bank,  Pathfinder  REIT Inc., and Whispering  Oaks  Development
     Corp. At June 30, 2000,  Pathfinder  Bancorp,  Inc.'s only business was the
     100% ownership of Pathfinder Bank. At June 30, 2000,  1,559,500  shares, or
     59.6%, of the Company's common stock was held by Pathfinder  Bancorp,  MHC,
     the Company's mutual holding company parent and 1,057,745 shares, or 40.4%,
     was held by the public.

     The Company's net income is primarily dependent on its net interest income,
     which is the  difference  between  interest  income  earned  on its  loans,
     investment  securities,  federal funds sold and interest-bearing  deposits,
     and its cost of funds  consisting  of  interest  expense  on  deposits  and
     borrowed funds.  The Company's net income also is affected by its provision
     for loan losses, non interest income and non interest expense. Non-interest
     income is comprised of service charges on deposit accounts, loan fees, cash
     surrender  value,  other charges,  commissions  and fees and net securities
     gain and  losses.  Non-interest  expense  includes  salaries  and  employee
     benefits,  building occupancy,  data processing expenses,  professional and
     other  services,  amortization  of  intangible  assets  and  income  taxes.
     Earnings of the Company are affected  significantly by general economic and
     competitive  conditions,  particularly  changes in market  interest  rates,
     government policies and actions of regulatory authorities. These events are
     beyond the control of the Company.

     Trust Department

     During the fourth  quarter of 1999, the Company began  providing  trust and
     custodial services.  The Company incurred approximately $58,000 in expenses
     during the first six months of 2000 associated with trust operations.


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




                                       -7-

<PAGE>



     Financial Condition

     Assets

     Total assets  increased  approximately  $5.1  million,  or 2.3%,  to $221.4
     million at June 30, 2000 from  $216.3  million at December  31,  1999.  The
     increase  in total  assets  was  primarily  the  result  of a $6.3  million
     increase  in net  loans  receivable,  partially  offset  by a $1.8  million
     decrease in investment securities.  Additionally, the Company experienced a
     $466,000,  or 72.7%,  increase in other real  estate.  The  increase in net
     loans  receivable  is due to a $1.1 million  increase in  residential  real
     estate loans, a $2.5 increase in commercial  real estate loans,  and a $2.2
     million  increase in  commercial  lines of credit.  The  increases  in loan
     balances are a result of the Company  competitively pricing residential and
     commercial   mortgages  and  continued  emphasis  on  increased  commercial
     customer  relationships.  The  increase  in  Other  Real  Estate  Owned  is
     primarily  attributable  to the  foreclosure  of 17 units of a multi-family
     lending relationship.  The Company expects the sale of these units over the
     next six months at net pricing which approximates the carrying value of the
     properties.

     Liabilities

     Total liabilities  increased by $5.7 million, to $201.9 million at June 30,
     2000 from $196.2  million at December 31,  2000.  The increase is primarily
     attributable  to a $4.1  million,  or 2.7%,  increase  in  total  deposits,
     combined with an increase in borrowed  funds of $1.4 million,  or 3.3%. The
     increase in  deposits  was  comprised  of a $1.7  million  increase in time
     deposits, a $1.6 million in other interest bearing deposits, and a $700,000
     increase  in non-  interest  bearing  deposits.  The  increase  in  deposit
     balances can be  attributed to the  company's  competitive  pricing of time
     deposit  products,   additional  deposit  relationships   garnered  through
     expanding commercial lending relationships,  as well as funds moving out of
     equity markets into fixed income products.

     Liquidity and Capital Resources

     Shareholders' equity decreased $608,000,  or 3.0%, to $19.5 million at June
     30,  2000 from  $20.1  million  at  December  31,  1999.  The  decrease  in
     shareholder's  equity is  primarily  the result of a $644,000  reduction in
     retained earnings,  a $251,000 reduction in accumulated other comprehensive
     loss,  and an  increase  in  treasury  stock of  $180,000  relating  to the
     acquisition  of 22,000  shares as part of the  Company's  share  repurchase
     program.  The  decrease  in  retained  earnings is a result of the net loss
     incurred by the Company during the first six months of 2000,  combined with
     dividends declared during the period. These decreases were partially offset
     by  a  $467,000   reduction   in  unearned   ESOP  and  other  stock  based
     compensation.

     The  Company's  primary  sources of funds are  deposits,  amortization  and
     prepayment of loans and maturities of investment securities,  federal funds
     sold,  earnings and funds provided from  operations and  borrowings.  While
     scheduled  principal  amortization  on loans are a  relatively  predictable
     source of funds,  deposit flows and loan prepayments are greatly influenced
     by general interest rates, economic conditions and competition. The Company
     manages the pricing of deposits to maintain a desired deposit  balance.  In
     addition,  the Company invests excess funds in short-term  interest-bearing
     instruments  and other  assets  which  provide  liquidity  to meet  lending
     requirements.   For  additional  information  about  cash  flows  from  the
     Company's  operating,   financing,   and  investing  activities,   see  The
     Statements of Cash Flows included in the Financial Statements.  The Company
     adjusts  its  liquidity  levels in order to meet  funding  needs of deposit
     outflows,  payment  of  real  estate  taxes  on  mortgage  loans  and  loan
     commitments.  The Company also adjusts liquidity as appropriate to meet its
     assets and liability management objectives.



                                       -8-

<PAGE>



     Results of Operations

     The Company  recorded  net income of $301,000  and  $286,000  for the three
     months  ended June 30,  2000 and 1999,  respectively.  The  increase in net
     income of  $15,000,  or 5.2%,  for the three  months  ended June 30,  2000,
     resulted  primarily  from a reduction  of $123,000,  or 6.8%,  in operating
     expenses  partially  offset by decreases of $22,000 in net interest  income
     after provision for loan losses,  and $55,000 in other income.  For the six
     months  ended  June  30,  2000,   the  Company   recorded  a  net  loss  of
     approximately  $333,000 as compared to net income of $573,000  for the same
     period in the prior year. The net loss recorded for the first six months of
     2000 was a direct result of the net loss recorded by the Company during the
     first three months of the year. The Company's  first quarter  earnings were
     adversely  impacted  by  certain  unusual  items,  totaling   approximately
     $578,000,  and  non-recurring  charges  totaling  approximately   $270,000.
     Additionally,  the Company incurred losses of approximately $195,000 on the
     sale of investment securities during the first quarter of 2000. The unusual
     items charge consists primarily of amounts relating to the early retirement
     of certain  employees and officers of $239,000,  the  acceleration of stock
     based  benefits to retired  officers of $314,000,  and employee  relocation
     charges of $25,000. The non-recurring  charges consist of one time expenses
     associated with the change in name of the Company's  banking  subsidiary of
     approximately  $114,000,  and loan  and ORE  write-downs  of  approximately
     $156,000.

     Annualized  return on average  assets  and  return on average  shareholders
     equity were .55% and 6.27%,  respectively  for the three  months ended June
     30, 2000 as compared to .55% and 5.26% for the second  quarter of 1999. For
     the six months ended June 30, 2000, the same performance  measurements were
     -.30% and -3.38%,  as compared to .56% and 5.20% for the same period in the
     prior year.


     Interest Income

     Interest income,  on a tax-equivalent  basis,  totaled $3.9 million for the
     quarter  ended June 30,  2000,  as compared to $3.6 million for the quarter
     ended June 30,  1999,  an  increase  of  $270,000,  or 7.5%.  The  increase
     resulted   primarily   from  an  increase   in  the   average   balance  of
     interest-earning  assets to $201.4  million for the three months ended June
     30, 2000 from $186.0 million in the prior year period,  partially offset by
     a decrease  in the yield on average  interest-earning  assets to 7.73% from
     7.79%.  The increase in the average balance of interest  earning assets was
     comprised  of a $5.5  million  increase  in the  average  balance  of loans
     receivable,  and an  $11.6  million  increase  in the  average  balance  of
     investment  securities,  partially  offset by a $1.8  million  decrease  in
     interest bearing deposits. The yield reduction is principally the result of
     mortgage loan  originations  occurring at rates below the weighted  average
     coupon of the existing loan  portfolio  which  lowered the total  portfolio
     yield.

     Interest income,  on a tax equivalent  basis,  totaled $7.8 million for the
     six months  ended June 30,  2000,  as compared to $7.1 million for the same
     period in 1999,  an increase of $623,000,  or 8.7%.  The increase  resulted
     primarily  from an  increase  in the  average  balance of  interest-earning
     assets of $16.9 million,  or 9.1%,  partially  offset by a reduction in the
     tax-equivalent yield on interest-earning assets to 7.71% from 7.74%.

     Interest income on loans receivable  increased  $103,000,  or 3.8%, to $2.8
     million  for the three  months  ended June 30, 2000 as compared to the same
     period in the prior year. The increase in interest income on loans occurred
     from an  increase  in the  average  balance  of  loans  receivable  of $5.5
     million,  or 4.2%, to $135.6 million at June 30, 2000,  from $130.1 million
     at June 30,  1999,  offset by a  reduction  in the  average  yield on loans
     receivable to 8.26% from 8.29%.  For the six months ended June 30, 2000 and
     1999,  interest income on loans  receivable  increased  $175,000,  or 3.3%.
     Average loans receivable  increased $4.4 million while the yield on average
     loans receivable decreased to 8.25% from 8.27%. The increase in the average
     balance of loans receivable is comprised

                                       -9-

<PAGE>



     of originations of one-to-four  family  adjustable rate mortgage loans. The
     origination  of adjustable  rate mortgage  loans is primarily  comprised of
     "5/1 ARMS"  which have  interest  rates  which are fixed for the first five
     years and are adjustable annually  thereafter,  and amortize over 30 years.
     The Company also  experienced an increase in the  origination of commercial
     real estate and business loans.  The decrease in the yield on average loans
     receivable was attributable to the lower initial rates charged on 5/1 ARMS.

     Interest income on the  mortgage-backed  securities  portfolio increased by
     $45,000,  or 14.0%,  to $367,000  for the three months ended June 30, 2000,
     from  $322,000 for the three  months  ended June 30, 1999.  The increase in
     interest income on  mortgage-backed  securities  resulted generally from an
     increase  in the  average  balance on  mortgage-backed  securities  of $2.7
     million,  partially offset by an decrease in the average yield on mortgage-
     backed  securities  to 6.73% from 6.75%.  For the six months ended June 30,
     2000 and 1999,  interest income on mortgage-backed  securities was $770,000
     and $648,000, respectively, an increase of $122,000, or 18.8%. The increase
     in the average balance of mortgage backed securities reflects the continued
     utilization  of  mortgage-  backed   securities  in  repurchase   agreement
     transactions  by  the  Company,   as  well  as  a  decline  in  prepayments
     experienced  during the first six months of 2000 in  response to the rising
     interest rate environment.

     Interest  income  on  investment  securities,  on a tax  equivalent  basis,
     increased  $147,000,  or 25.3%, for the three months ended June 30, 2000 to
     $728,000 from $581,000 for the same period in 1999.  The increase  resulted
     primarily from an increase in the average balance of investment  securities
     of $8.9 million, or 25.3%, to $43.9 million for the three months ended June
     30, 2000, while the tax equivalent yield of investment  securities remained
     relatively  consistent  at 6.63% for the  quarters  ended June 30, 2000 and
     1999.  The  increase  in average  balance  resulted  from the  purchase  of
     investment  securities in connection  with the Company's  wholesale  growth
     strategy.

     For the six months ended June 30, 2000, tax equivalent  interest  income on
     investment  securities  increased  $391,000,  or  36.6%,  to  $1.5  million
     compared to $1.1 million for the same period in 1999. The increase resulted
     primarily from an increase in the average balance of investment  securities
     of $11.2 million,  combined with an increase in the tax equivalent yield on
     investment securities to 6.56% from 6.41%.

     Interest income on  interest-earning  deposits decreased $20,000, to $1,000
     from   $21,000  for  the  three  months  ended  June  30,  2000  and  1999,
     respectively.  The decrease was  primarily the result of a decrease of $1.8
     million in the average balance of interest-earning deposits,  combined with
     a decrease in the average yield on interest- earning deposits to 3.74% from
     4.50%. For the six months ended June 30, 2000, interest income on interest-
     earning deposits decreased  $55,000.  This decrease is principally due to a
     reduction  in the  average  balance of  interest-earning  deposits  of $2.3
     million when compared to the same period in the prior year.

     Interest Expense

     Interest  expense  for  the  quarter  ended  June  30,  2000  increased  by
     approximately  $332,000,  or 20.0%,  to $2.0 million from $1.7 million when
     compared to the same quarter for 1999. The increase in interest expense for
     the period was principally the result of an increase in the average balance
     of borrowed  funds of $17.2  million,  or 71.3%,  to $41.2  million for the
     three months ended June 30, 2000 from $24.0 for the three months ended June
     30, 1999,  combined with an increase in the average cost of borrowed  funds
     to 5.90% from  5.42%,  and an  increase  in the  average  cost of  interest
     bearing deposits to 3.82% from 3.65% for the same periods.  These increases
     were  partially  offset by a decrease  in the  average  balance of interest
     bearing  deposits of $1.5 million,  or 1.0%, to $144.9  million from $146.4
     million for the periods  ending  June 30, 2000 and 1999  respectively.  The
     increase  in the  average  balance  of  borrowed  funds is a result  of the
     continued  implementation of the Company's  wholesale growth strategy.  The
     increase  in the  average  cost  of  borrowed  funds  and  interest-bearing
     deposits  was  caused  by  increases  in short  term  interest  rates  when
     comparing the second quarters of 2000 and 1999.

                                      -10-

<PAGE>




     For  the six  months  ended  June  30,  2000,  interest  expense  increased
     $636,000,  or 19.2%,  when  compared  to the first six months of 1999.  The
     increase in  interest  expense for the period was the result of an increase
     in the average  balance of interest  bearing  liabilities of $20.5 million,
     combined  with  an  increase  in  the  average  cost  of  interest  bearing
     liabilities to 4.17% from 3.92%.

     Net Interest Income

     Net interest income decreased $58,000,  or 3.0%, to $1.9 million,  on a tax
     equivalent basis, for the three months ended June 30, 2000 when compared to
     the same period in the prior year. The decrease in net interest  income for
     the quarter  ended June 30, 2000,  was  primarily the result of the cost of
     interest-bearing  liabilities  increasing faster than the yield on interest
     earning assets during a period of rising short-term interest rates.

     For the six months ended June 30, 2000, net interest income declined $1,000
     compared to the first half of 1999.

     Provision for Loan Losses

     The Company  maintains an allowance  for loan losses based upon a quarterly
     evaluation  of  known  and  inherent  risks in the  loan  portfolio,  which
     includes a review of the balances and  composition of the loan portfolio as
     well as analyzing  the level of  delinquencies  in each segment of the loan
     portfolio. Loan loss provisions are based upon management's estimate of the
     fair value of the collateral and the Company's actual loss  experience,  as
     well as standards applied by the FDIC. The Company  established a provision
     for  possible  loan  losses for the three  months  ended  June 30,  2000 of
     $28,000,  as compared to a provision  of $63,000 for the three months ended
     June 30,  1999.  For the six  months  ended  June 30,  2000 and  1999,  the
     provision  for loan losses was $143,000  and  $161,000,  respectively.  The
     decrease in provision for loan losses  reflects lower net  charge-offs  for
     the periods compared.  The Company's ratios of allowance for loan losses to
     total loans  receivable and to  non-performing  loans at June 30, 2000 were
     .89% and 85.76%,  respectively,  as compared to .88% and 45.03% at June 30,
     1999.

     Non-interest Income

     Non-interest income consists of servicing income on deposit accounts,  loan
     fee  income,  cash  surrender  value from Bank owned life  insurance,  gain
     (loss)  on sales of loans and  investment  securities  and other  operating
     income.  Non-interest income decreased  approximately  $55,000, to $277,000
     for the three  months  ended June 30, 2000 as compared to $322,000  for the
     prior year quarter.  The decrease in non-interest income is attributable to
     a reduction  in net  securities  gains and losses of $44,000,  to a loss of
     $2,000,  from a gain of $42,000,  combined  with  reductions  in the income
     recognized from  investment  services and the cash value of bank owned life
     insurance  policies.  This  decrease was  partially  offset by increases in
     other service charges and loan servicing fees.


     For the six  months  ended June 30,  2000,  non-interest  income  decreased
     $310,000,  or 49.4%,  compared  to the same  period  in 1999.  Non-interest
     income,  exclusive of securities gains and losses,  decreased  $27,000,  or
     4.9%, for the six months ended June 30, 2000 as compared to the same period
     in the prior year. Net securities gains (losses) decreased  $282,000,  to a
     net loss of $209,000 for the period  ending June 30, 2000, as compared to a
     gain of $73,000 in the prior year. These  securities  losses were incurred,
     in the first quarter of 2000, in conjunction with the reorganization of the
     Company's earning assets in an effort to improve future profitability.




                                      -11-

<PAGE>




     Noninterest Expense

     Non-interest  expense decreased $123,000,  or 6.8%, to $1.7 million for the
     three months  ended June 30, 2000,  as compared to the same period in 1999.
     The decrease in non-interest expense is primarily the result of an $88,000,
     or 35.6%,  decrease in professional and other services, a $59,000, or 7.2%,
     decrease  in  salaries  and  employee  benefits,  and a $44,000,  or 20.8%,
     decrease in data processing costs. These decreases were partially offset by
     an approximately  $32,000 increase in building  occupancy  expenses,  and a
     $36,000 increase in other expenses.  The decrease in professional and other
     services  is the  result  of  non-recurring  computer  consulting  expenses
     incurred in the in the second quarter of 1999,  combined with reductions in
     legal service expense.  The decrease in salary and employee benefits is the
     result  of a  workforce  reorganization  occurring  at the end of the first
     quarter of 2000. The decrease in data processing  expenses is the result of
     reductions  in  ongoing  maintenance  charges  relating  to  the  company's
     operating  systems,  combined with non-recurring  expenses  associated with
     preparation  for Year 2000 during the second  quarter of 1999. The increase
     in building  occupancy  expense is primarily the result of depreciation and
     other related  expenses  associated with a significant  facility  expansion
     that  occurred  during the  fourth  quarter of 1999.  The  majority  of the
     increase  in  other  expenses  relates  to  the  expenditure  for  supplies
     necessitated by the Bank's name change.

     For the six months  ended June 30,  2000,  non-interest  expense  increased
     $849,000,  or 24.8%,  to $4.3  million as compared to $3.4  million for the
     same period in 1999.  Non-interest  expenses for the first  quarter of 2000
     were  adversely  impacted  by unusual  items and  non-recurring  charges of
     approximately $789,000. Exclusive of the unusual and non-recurring charges,
     non-interest  expenses increased $60,000,  or 1.8%, to $3.5 million for the
     six months ended June 30, 2000 from $3.4 million when  compared to the same
     period in the prior year.

     Income Taxes

     Income taxes increased  approximately  $33,000,  or 33.5%,  for the quarter
     ended June 30, 2000 as  compared to the same period in the prior year.  The
     increase is  primarily  a result of an  increase  in pretax  income for the
     second quarter of 2000.

     For the six months  ended  June 30,  2000 and 1999,  income  tax  (benefit)
     expense was a benefit of $26,000 and expense of $217,000, respectively.


                                      -12-

<PAGE>




     Item 3 - Quantitative and Qualitative Disclosure about Market Risk

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

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

     The Company does not  generally  maintain in its portfolio  fixed  interest
     rate  loans with  terms  exceeding  20 years.  In  addition,  ARM loans are
     originated  with terms that provide  that the  interest  rate on such loans
     cannot adjust below the initial rate. Generally,  the Company tends to fund
     longer-term  loans and  mortgage-backed  securities with  shorter-term time
     deposits,   repurchase  agreements,   and  advances.  The  impact  of  this
     asset/liability  mix  creates  an  inherent  risk to  earnings  in a rising
     interest  rate  environment.  In a rising  interest rate  environment,  the
     Company's cost of  shorter-term  deposits may rise faster than its earnings
     on  longer-term  loans and  investments.  Additionally,  the  prepayment of
     principal  on real estate  loans and  mortgage-backed  securities  tends to
     decrease as rates rise,  providing  less  available  funds to invest in the
     higher rate  environment.  Conversely,  as  interest  rates  decrease,  the
     prepayment of principal on real-estate loans and mortgage-backed securities
     tends to  increase,  causing  the  Company to invest  funds in a lower rate
     environment.  The  potential  impact  on  earnings  from this  mismatch  is
     mitigated  to a large  extent by the size and  stability  of the  Company's
     savings accounts.  Savings accounts have traditionally provided a source of
     relatively  low cost  funding  that have  demonstrated  historically  a low
     sensitivity  to interest  rate  changes.  The Company  generally  matches a
     percentage of these, which are deemed core,  against  longer-term loans and
     investments. In addition, the Company has sought to extend the terms of its
     time  deposits.  In this  regard,  the Company  has, on  occasion,  offered
     certificates  of  deposits  with  three and four  year  terms  which  allow
     depositors to make a one-time election,  at any time during the term of the
     certificate of deposit, to adjust the rate of the certificate of deposit to
     the then  prevailing  rate for a certificate of deposit with the same term.
     The Company has further  sought to reduce the term of a portion of its rate
     sensitive assets by originating one year ARM loans,  five year/one year ARM
     loans  (mortgage  loans  which are fixed  rate for the first five years and
     adjustable annually thereafter), and by maintaining a relatively short term
     investment   securities  (original  maturities  of  three  to  five  years)
     portfolio with staggered maturities.

     The Company  manages its interest rate  sensitivity by monitoring  (through
     simulation  and  net  present  value  techniques)  the  impact  on its  GAP
     position,  net interest income, and the market value of portfolio equity to
     changes in interest  rates on its current  and  forecast  mix of assets and
     liabilities. The Company has an Asset-

                                      -13-
<PAGE>


     Liability  Management  Committee  which is  responsible  for  reviewing the
     Company's  assets  and  liability  policies,  setting  prices  and terms on
     rate-sensitive  products,  and  monitoring  and  measuring  the  impact  of
     interest  rate  changes on the  Company's  earnings.  The  Committee  meets
     monthly on a formal basis and reports to the Board of Directors on interest
     rate  risks  and  trends,  as well as  liquidity  and  capital  ratios  and
     requirements.  The Company does not have a targeted  gap range;  rather the
     Board of Directors has set  parameters  of  percentage  change by which net
     interest  margin and the market value of  portfolio  equity are affected by
     changing interest rates. The Board and management deem these measures to be
     a more significant and realistic means of measuring interest rate risk.

     Gap Analysis.  At June 30, 2000,  the total  interest  bearing  liabilities
     maturing  or  repricing  within one year  exceeded  total  interest-earning
     assets  maturing  or  repricing  in  the  same  period  by  $26.5  million,
     representing a cumulative one-year gap ratio of a negative 11.90%.

     Changes in Net Interest Income and Net Portfolio Value. The following table
     measures  the  Company's  interest  rate  risk  exposure  in  terms  of the
     percentage  change in its net interest  income and net portfolio value as a
     result of  hypothetical  changes  in 50 basis  point  increments  in market
     interest  rates.  Net portfolio  value (also referred to as market value of
     portfolio  equity)  represents the fair value of net assets  (determined as
     the market  value of assets  minus the market  value of  liabilities).  The
     table quantifies the changes in net interest income and net portfolio value
     to parallel  shifts in the yield  curve.  The column "Net  Interest  Income
     Percent  Change"  measures the change to the next twelve months'  projected
     net interest income,  due to parallel shifts in the yield curve. The column
     "Net Portfolio  Value Percent Change"  measures  changes in the current net
     mark-to-market  value of assets and  liabilities  due to parallel shifts in
     the yield curve.  The base case assumes March 31, 2000 interest rates.  The
     Company uses these  percentage  changes as a means to measure interest rate
     risk exposure and quantifies  those changes  against  guidelines set by the
     Board of Directors as part of the Company's  Interest Rate Risk policy. The
     Company's  current  interest rate risk exposure is within those  guidelines
     set forth.


     Change in Interest Rates
        Increase(Decrease)
           Basis Points          Net Interest Income      Net Portfolio Value
           (Rate Shock)           Percentage Change       Percentage Change
            ----------            -----------------       -----------------
             300                        -26.12%                  -21.92%
             200                        -12.84%                  -14.86%
             100                        - 6.36%                 -  7.56%
         Base Case
            -100                          5.61%                    6.57%
            -200                          9.24%                    8.93%
            -300                          4.66%                    6.32%


                                      -14-

<PAGE>



     Part II - Other Information

     Legal Proceedings

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

     Changes in Securities

     Not applicable

     Defaults upon Senior Securities

     Not applicable

     Submission of Matters to a Vote of Security Holders

     The  Company's  Meeting of  Shareholders  was held on April 26,  2000.  The
     following are the items voted on and the results of the shareholder voting.

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

                  Bruce E. Manwaring                 2,069,760         214,022
                  L. William Nelson                  2,069,760         214,022
                  George P. Joyce                    2,069,760         214,022

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

                            Name                          Term Expires
                            ----                          ---- -------
                  Steven Thomas                               2001
                  Corte Spencer                               2001
                  Janette Resnick                             2001
                  Chris Gagas                                 2002
                  Chris Burritt                               2002
                  Raymond Jung                                2002

2.   2. The  ratification  of the  appointment  of  Pricewaterhouse  Coopers  as
     auditors for the fiscal year ending December 31, 2000.

                                     For          Against          Abstain
                                     ---          -------          -------
      Number of Votes           2,078,754         1,714            203,314





                                      -15-

<PAGE>



Other Information

On June 20,  2000 the  Board of  Directors  declared  a $.06  cash  dividend  to
shareholders of record as of June 30, 2000, payable on July 15, 2000.

Exhibits and Reports on Form 8-K

None



                                      -16-

<PAGE>


                                   SIGNATUARES





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




                                                 PATHFINDER BANCORP, INC.


                                            /s/ Thomas W. Schneider
                                            ------------------------------------
Date:  August 10, 2000                      Thomas W. Schneider
                                            President, Chief Executive Officer

                                            /s/ James A. Dowd
                                            ------------------------------------
Date:  August 10, 2000                      James A. Dowd
                                            Vice President, Treasurer