SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                             -----------------------

                                   FORM 10-Q/A

QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
                        QUARTER ENDED SEPTEMBER 30, 2003

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

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

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

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


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


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


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


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

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

     Indicate  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:  There were 2,433,132 shares
of  the  Company's  common  stock  outstanding  as  of  November  10,  2003.


<PAGE>
Pathfinder  Bancorp, Inc. has filed this 10-Q/A to amend Exhibits 31.2 and 31.2,
Rule 13a-14(a) Certifications of the Chief Executive and Chief Financial Officer
pursuant  to  Section 302 Sarbanes-Oxley Act of 2002, in the Form 10-Q filed for
the quarter ended September 30, 2003.  The certifications filed in the September
30,  2003  Form  10-Q  were  based on the prior versions of such certifications.

<PAGE>

                            PATHFINDER BANCORP, INC.
                                      INDEX



PART  II     OTHER  INFORMATION                                   23

          Item  6.     Exhibits


SIGNATURES

<PAGE>

PART  II  -  OTHER  INFORMATION
-------------------------------

EXHIBITS  AND  REPORTS  ON  FORM  8-K
-------------------------------------

Exhibits

Exhibit  No.          Description
------------          -----------
Exhibit  31.1          Rule  13a-14(a)  /  15d-14(a)  Certification of the Chief
                                                      Executive  Officer
Exhibit  31.2          Rule  13a-14(a)  /  15d-14(a)  Certification of the Chief
                                                      Financial  Officer

<PAGE>





SIGNATURES





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




     PATHFINDER  BANCORP,  INC.
     --------------------------



                                     /s/  Thomas  W.  Schneider
                                     --------------------------
Date:     January  5,  2004          Thomas  W.  Schneider
                                     President,  Chief  Executive  Officer


                                    /s/  James  A.  Dowd
                                   -------------------
Date:     January  5,  2004        James  A.  Dowd
                                   Vice  President,  Chief  Financial  Officer

<PAGE>
                                             Exhibit  31.1

Certification  of  Chief  Executive  Officer  Pursuant  to  Section  302  of the
Sarbanes-Oxley  Act  of  2002

I,  Thomas  W.  Schneider,  President and Chief Executive Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Pathfinder Bancorp,
     Inc;

2.   Based on my knowledge, this quarterly 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 quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) for the registrant and have:

     a)  designed  such  disclosure  controls  and  procedures,  or  caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure  that material information relating to the registrant, including its
     consolidated  subsidiaries,  is  made  known  to  us by others within those
     entities,  particularly during the period in which this quarterly report is
     being  prepared;

     b)  designed such internal control over financial reporting, or caused such
     internal  control  over  financial  reporting  to  be  designed  under  our
     supervision,  to  provide reasonable assurance regarding the reliability of
     financial  reporting  and  the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally  accepted  accounting
     principles;

     c)  evaluated the effectiveness of the registrant's disclosure controls and
     procedures and presented in this quarterly report our conclusions about the
     effectiveness  of  the disclosure controls and procedures, as of the end of
     the  period  covered by this quarterly report based on such evaluation; and

     d)  disclosed  in  this  quarterly  report  any  change in the registrant's
     internal  control  over  financial  reporting  that  occurred  during  the
     registrant's most recent fiscal quarter that has materially affected, or is
     reasonably  likely  to materially affect, the registrant's internal control
     over  financial  reporting;  and

5.   The registrant's other certifying officers and I have disclosed, based
     on our most recent evaluation of internal control over financial reporting,
     to the registrant's auditors and the audit committee of the registrant's
     board of directors:

     a)  all  significant  deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely  to  adversely  affect  the registrant's ability to record, process,
     summarize  and  report  financial  information;  and

     b)  any  fraud,  whether or not material, that involves management or other
     employees  who have a significant role in the registrant's internal control
     over  financial  reporting.


Date:  January  5,  2004       /s/  Thomas  W.Schneider
                               Thomas  W.  Schneider,
                               President  and  Chief    Executive  Officer



<PAGE>
                                             Exhibit  31.2

Certification  of  Chief  Financial  Officer  Pursuant  to  Section  302  of the
Sarbanes-Oxley  Act  of  2002

I,  James  A.  Dowd,  Vice  President and Chief Financial Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Pathfinder Bancorp,
     Inc;

2.   Based on my knowledge, this quarterly 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 quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) for the registrant and have:

     a)  designed  such  disclosure  controls  and  procedures,  or  caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure  that material information relating to the registrant, including its
     consolidated  subsidiaries,  is  made  known  to  us by others within those
     entities,  particularly during the period in which this quarterly report is
     being  prepared;

     b)  designed such internal control over financial reporting, or caused such
     internal  control  over  financial  reporting  to  be  designed  under  our
     supervision,  to  provide reasonable assurance regarding the reliability of
     financial  reporting  and  the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally  accepted  accounting
     principles;

     c)  evaluated the effectiveness of the registrant's disclosure controls and
     procedures and presented in this quarterly report our conclusions about the
     effectiveness  of  the disclosure controls and procedures, as of the end of
     the  period  covered by this quarterly report based on such evaluation; and

     d)  disclosed  in  this  quarterly  report  any  change in the registrant's
     internal  control  over  financial  reporting  that  occurred  during  the
     registrant's most recent fiscal quarter that has materially affected, or is
     reasonably  likely  to materially affect, the registrant's internal control
     over  financial  reporting;  and

5 .  The  registrant's other certifying officers and I have disclosed, based
     on our most recent evaluation of internal control over financial reporting,
     to  the  registrant's  auditors and the audit committee of the registrant's
     board  of  directors:

     a)  all  significant  deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely  to  adversely  affect  the registrant's ability to record, process,
     summarize  and  report  financial  information;  and

     b)  any  fraud,  whether or not material, that involves management or other
     employees  who have a significant role in the registrant's internal control
     over  financial  reporting.




Date:  January  5,  2004          /s/  James  A.  Dowd
                                  James  A.  Dowd,
                                  Vice  President  and
                                  Chief  Financial  Officer