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

                                   FORM 10-Q

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

       For the quarterly period ending March 31, 2008

                                       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 Company as Specified in its Charter)

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

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

                                 (315) 343-0057
                                 --------------
                (Issuer's Telephone Number including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) 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 a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.  See
definitions  of  "large  accelerated  filer,"  "accelerated  filer" and "smaller
reporting  company"  in  Rule  12b-2  of  the  Exchange  Act.  (Check  one):

Large  accelerated  filer   Accelerated  filer   Non-accelerated  filer
                     Smaller  reporting  company  X

                 (Do not check if a smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).   YES      NO  X

As of May 14, 2008, there were 2,971,019 shares issued and 2,483,732 shares
outstanding  of the Registrant's Common Stock.

<PAGE>

                            PATHFINDER BANCORP, INC.
                                     INDEX



PART I   FINANCIAL INFORMATION                                          PAGE NO.

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

         Item 2.   Management's Discussion and Analysis of Financial
                       Condition and Results of Operation                   12

         Item 3.   Quantitative and Qualitative Disclosures About Market
                        Risk                                                19

         Item 4T.  Controls and Procedures                                  19

PART II  OTHER INFORMATION                                                  20

         Item 1.   Legal proceedings
         Item 1A.  Risk Factors
         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                                                                  21

EXHIBITS                                                                    22

<PAGE>

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


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


<S>                                                                              <C>      <C>
                                                                                  MARCH 31, DECEMBER 31,
(In thousands, except share data)                                                     2008         2007
-------------------------------------------------------------------------------------------------------
ASSETS:
  Cash and due from banks                                                         $ 11,571     $  9,908
  Interest earning deposits                                                          3,476          305
-------------------------------------------------------------------------------------------------------
      Total cash and cash equivalents                                               15,047       10,213
  Investment securities, at fair value                                              76,176       65,010
  Federal Home Loan Bank stock, at cost                                              1,943        2,128
  Loans                                                                            223,390      222,749
  Less: Allowance for loan losses                                                    1,851        1,703
      Loans receivable, net                                                        221,539      221,046
-------------------------------------------------------------------------------------------------------
  Premises and equipment, net                                                        7,641        7,807
  Accrued interest receivable                                                        1,631        1,673
  Foreclosed real estate                                                               815          865
  Goodwill                                                                           3,840        3,840
  Bank owned life insurance                                                          6,504        6,437
  Other assets                                                                       2,009        1,672
-------------------------------------------------------------------------------------------------------
         TOTAL ASSETS                                                             $337,145     $320,691
=======================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY:
  Deposits:
      Interest-bearing                                                            $246,610     $228,319
      Noninterest-bearing                                                           24,766       22,766
-------------------------------------------------------------------------------------------------------
         Total deposits                                                            271,376      251,085
  Short-term borrowings                                                              8,000       18,400
  Long-term borrowings                                                              26,310       20,010
  Junior subordinated debentures                                                     5,155        5,155
  Other liabilities                                                                  4,332        4,337
-------------------------------------------------------------------------------------------------------
         Total liabilities                                                         315,173      298,987
=======================================================================================================
  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;  2,971,019 shares
         issued and 2,483,732 shares outstanding                                        30           30
      Additional paid-in-capital                                                     7,900        7,900
      Retained earnings                                                             21,763       21,734
      Accumulated other comprehensive loss                                          (1,219)      (1,458)
      Treasury stock, at cost; 487,287 shares                                       (6,502)      (6,502)
-------------------------------------------------------------------------------------------------------
         Total shareholders' equity                                                 21,972       21,704
-------------------------------------------------------------------------------------------------------
         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                               $337,145     $320,691
=======================================================================================================
</TABLE>

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

                                      - 3 -
<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)                            MARCH 31, 2008    MARCH 31, 2007
--------------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>
INTEREST AND DIVIDEND INCOME:
  Loans, including fees                                                $   3,638         $  3,413
  Debt securities:
    Taxable                                                                  680              638
    Tax-exempt                                                                23               44
  Dividends                                                                  115               81
  Federal funds sold and interest earning deposits                            44               93
--------------------------------------------------------------------------------------------------
         Total interest income                                             4,500            4,269
--------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
  Interest on deposits                                                     1,599            1,730
  Interest on short-term borrowings                                          134                -
  Interest on long-term borrowings                                           355              413
--------------------------------------------------------------------------------------------------
         Total interest expense                                            2,088            2,143
--------------------------------------------------------------------------------------------------
            Net interest income                                            2,412            2,126
PROVISION FOR LOAN LOSSES                                                    145               50
--------------------------------------------------------------------------------------------------
            Net interest income after provision for loan losses            2,267            2,076
--------------------------------------------------------------------------------------------------
NONINTEREST INCOME:
  Service charges on deposit accounts                                        379              328
  Earnings on value of bank owned life insurance                              67               56
  Loan servicing fees                                                         90               64
  Net losses on sales of investment securities                                 -               (3)
  Net gains (losses) on sales of loans and foreclosed real estate              6               (7)
  Debit card interchange fees                                                 66               48
  Other charges, commissions and fees                                         96              100
--------------------------------------------------------------------------------------------------
         Total noninterest income                                            704              586
--------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE:
  Salaries and employee benefits                                           1,337            1,227
  Building occupancy                                                         346              318
  Data processing expenses                                                   309              342
  Professional and other services                                            219              237
  Amortization of intangible asset                                             -               56
  Other expenses                                                             314              278
--------------------------------------------------------------------------------------------------
         Total noninterest expense                                         2,525            2,458
--------------------------------------------------------------------------------------------------
Income before income taxes                                                   446              204
Provision for income taxes                                                   114               39
--------------------------------------------------------------------------------------------------
Net income                                                             $     332         $    165
==================================================================================================
Net income per share - basic                                           $    0.13         $   0.07
==================================================================================================
Net income per share - diluted                                         $    0.13         $   0.07
==================================================================================================
Dividends per share                                                    $  0.1025         $ 0.1025
==================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.

                                      - 4 -
<PAGE>

<TABLE>
<CAPTION>
                                                  PATHFINDER BANCORP, INC.
                                 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                      THREE MONTHS ENDED MARCH 31, 2008 AND MARCH 31, 2007
                                                         (UNAUDITED)


                                                                                                       Accumulated
                                                     Common Stock Issued       Additional                Other Com-
                                                     -------------------         Paid in   Retained      prehensive  Treasury
(In thousands, except share data)                       Shares     Amount        Capital   Earnings        Loss        Stock
-----------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                  <C>      <C>          <C>         <C>            <C>
Balance January 1, 2008                              2,971,019    $    30      $  7,900    $ 21,734       $(1,458)   $(6,502)
  Cumulative effect of a change in accounting
    principle upon the change in defined
    employee benefit plans' measurement date
    under SFAS 158 (net of $8 tax expense)                                                      (48)           13

  Other comprehensive income, net of tax:
    Net income                                                                                  332
    Unrealized holding gains on securities
      available for sale (net of $150 tax expense)                                                            226

        Total Comprehensive income
  Dividends declared ($0.1025 per share)                                                       (255)
-----------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2008                              2,971,019    $    30      $  7,900    $ 21,763       $(1,219)   $(6,502)
=============================================================================================================================
Balance, January 1, 2007                             2,953,619    $    29      $  7,786    $ 21,307       $(1,770)   $(6,502)
  Comprehensive income:
    Net income                                                                                  165
  Other comprehensive income, net of tax:
    Unrealized holding gains on securities
      available for sale (net of $40 tax expense)                                                              60

        Total Comprehensive Income
  Stock options exercised                               17,200          1           113
  Dividends declared ($0.1025 per share)                                                      (257)
-------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2007                              2,970,819    $    30      $  7,899    $ 21,215       $(1,710)   $(6,502)
=============================================================================================================================


(In thousands, except share data)                      Total
------------------------------------------------------------
<S>                                           <C>
Balance, January 1, 2008                             $21,704
  Cumulative effect of a change in accounting
    principle upon the change in defined
    employee benefit plans' measurement date
    under SFAS 158 (net of $8 tax expense)              (35)
                                                      ------
  Other comprehensive income, net of tax:
    Net income                                          332
    Unrealized holding gains on securities
      available for sale (net of $150 tax expense)      226
                                                      -----
        Total Comprehensive income                      558
                                                      -----
  Dividends declared ($0.1025 per share)               (255)
------------------------------------------------------------
Balace, March 31, 2008                              $21,972
============================================================

Balance, January 1, 2007                            $20,850
  Comprehensive income:
    Net income                                          165
  Other comprehensive income, net of tax:
    Unrealized holding gains on securities
      available for sale (net of $40 tax expense)        60
                                                      -----
        Total Comprehensive Income                      225
                                                      -----
  Stock options exercised                               114
  Dividends declared ($0.1025 per share)               (257)
------------------------------------------------------------
Balance, March 31, 2007                             $20,932
============================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.

                                      - 5 -
<PAGE>

<TABLE>
<CAPTION>


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


                                                                                   FOR THE THREE     FOR THE THREE
                                                                                    MONTHS ENDED      MONTHS ENDED
(In thousands)                                                                    MARCH 31, 2008    MARCH 31, 2007
------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>               <C>
OPERATING ACTIVITIES:
 Net income                                                                             $    332           $   165
 Adjustments to reconcile net income to net cash used in operating activities:
   Provision for loan losses                                                                 145                50
   Proceeds from sale of loans                                                                 -               781
   Originations of loans held-for-sale                                                         -              (784)
   Realized (gains)/losses on sales of:
     Foreclosed real estate                                                                   (6)                4
     Loans                                                                                     -                 3
     Available-for-sale investment securities                                                  -                 3
   Depreciation                                                                              180               195
   Amortization of intangible asset                                                            -                56
   Amortization of deferred financing costs                                                    -                 8
   Amortization of mortgage servicing rights                                                   8                13
   Earnings on bank owned life insurance                                                     (67)              (56)
   Net amortization of premiums and discounts on investment securities                        21                29
   Decrease (increase) in interest receivable                                                 42               (38)
   Net change in other assets and liabilities                                               (698)             (532)
-------------------------------------------------------------------------------------------------------------------
        Net cash used in operating activities                                                (43)             (103)
-------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
   Purchase of investment securities available-for-sale                                  (18,489)          (13,226)
   Net redemption of Federal Home Loan Bank stock                                            185               196
   Proceeds from maturities and principal reductions of investment
     securities available-for-sale                                                         7,679             1,600
   Proceeds from sale of real estate acquired through foreclosure                            168               102
   Net increase in loans                                                                    (750)           (1,547)
   Purchase of premises and equipment                                                        (14)             (141)
-------------------------------------------------------------------------------------------------------------------
        Net cash used in investing activities                                            (11,221)          (13,016)
-------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
   Net increase in demand deposits, NOW accounts, saving accounts,
     money market deposit accounts, MMDA accounts, escrow deposits                        13,919            11,081
   Net increase in time deposits                                                           6,372             3,795
   Net repayments on short-term borrowings                                               (10,400)                -
   Payments on long-term borrowings                                                       (1,700)           (4,350)
   Proceeds from long-term borrowings                                                      8,000                 -
   Proceeds from junior subordinated debentures                                                -             5,155
   Proceeds from exercise of stock options                                                     -               114
   Cash dividends paid                                                                       (93)              (90)
-------------------------------------------------------------------------------------------------------------------
        Net cash provided by financing activities                                         16,098            15,705
-------------------------------------------------------------------------------------------------------------------
       Increase in cash and cash equivalents                                               4,834             2,586
   Cash and cash equivalents at beginning of period                                       10,213            13,723
-------------------------------------------------------------------------------------------------------------------
   Cash and cash equivalents at end of period                                           $ 15,047          $ 16,309
===================================================================================================================
NON-CASH INVESTING ACTIVITY:
   Transfer of loans to foreclosed real estate                                          $    112          $      -
</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  accounting  principles  generally accepted in the United States of America
for interim financial information, the instructions for Form 10-Q and Article 10
of  Regulation S-X.  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 2007 consolidated
financial  statements  have  been  reclassified to conform to the current period
presentation.  These reclassifications had no effect on net income as previously
reported.

The  following  material under the heading "Management's Discussion and Analysis
of  Financial  Condition  and  Results  of  Operations"  is  written  with  the
presumption  that  the  users  of the interim financial statements have read, or
have  access  to,  the  Company's  latest audited financial statements and notes
thereto,  together  with  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations as of December 31, 2007 and for the two year
period  then ended.  Therefore, only material changes in financial condition and
results  of  operations  are  discussed  in  the  remainder  of  Part  1.

Operating results for the three months ended March 31, 2008, are not necessarily
indicative  of the results that may be expected for the year ending December 31,
2008.

(2) EARNINGS PER SHARE

Basic  earnings  per  share  has  been  computed  by  dividing net income by the
weighted average number of common shares outstanding throughout the three months
ended  March  31,  2008 and 2007, using 2,483,732 and 2,481,572 weighted average
common  shares  outstanding,  respectively.  Diluted  earnings per share for the
three  months  ended March 31, 2008 and 2007, have been computed using 2,488,927
and 2,490,053 weighted average common shares outstanding, respectively.  Diluted
earnings  per  share  gives  effect  to  weighted  average  shares that would be
outstanding  assuming  the  exercise  of issued stock options using the treasury
stock  method.

(3) PENSION AND POSTRETIREMENT BENEFITS

On  January 1, 2008, the Company recorded a $48,000 charge to retained earnings,
representing the cumulative effect adjustment upon adopting the measurement date
transition rule for the Company's pension plan and post retirement benefit plan.
In  accordance  with SFAS 158, Employers' Accounting for Defined Benefit Pension
and  Other  Postretirement  Plans,  measurement date provisions, plan assets and
obligations  are  to  be  measured as of the employer's balance sheet date.  The
Company previously measured its pension plan as of October 1 of each year.  As a
result  of  the  measurement  date provisions, the Company decreased its pension
plan  asset  with  a corresponding charge to retained earnings, representing the
net periodic benefit cost for the period between the October 1, 2007 measurement
date  and  January  1,  2008.

                                      - 7 -
<PAGE>

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

<TABLE>
<CAPTION>
-----------------------------------------------------
(In thousands)                           2008    2007
-----------------------------------------------------
<S>                                     <C>     <C>
Service cost                            $  54   $  50
Interest cost                              84      73
Expected return on plan assets           (112)    (98)
Amortization of net losses                 16      21
Amortization of transition obligation       5       5
------------------------------------------------------
Net periodic benefit cost               $  47   $  51
=====================================================
</TABLE>

The  Company  previously  disclosed in its consolidated financial statements for
the year ended December 31, 2007, that it expected to contribute $233,000 to its
pension  plan  in  2008.  For the three months ended March 31, 2008, $54,000 has
been  contributed  to  the  plans.

(4) COMPREHENSIVE INCOME

Accounting  principles  generally  accepted  in  the  United  States of America,
require  that  recognized revenue, expenses, gains and losses be included in net
income.  Although  certain changes in assets and liabilities, such as unrealized
gains  and  losses  on available-for-sale securities, and unrecognized gains and
losses,  prior  service  costs  and transition assets or obligations for defined
benefit  pension  and post-retirement plans are reported as a separate component
of the shareholders' equity section of the consolidated statements of condition,
such  items,  along  with  net  income,  are components of comprehensive income.

The  components  of  other  comprehensive income and related tax effects for the
three  months  ended  March  31,  are  as  follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
(In thousands)                                                        2008    2007
----------------------------------------------------------------------------------
<S>                                                                 <C>     <C>
 Unrealized holding gains on securities available for sale:
   Unrealized holding gains arising during the year                  $ 376   $  97
   Reclassification adjustment for losses included in net income         -       3
-----------------------------------------------------------------------------------
     Net unrealized gains on securities available for sale             376     100
 Tax effect                                                           (150)    (40)
-----------------------------------------------------------------------------------
 Other comprehensive income                                          $ 226   $  60
===================================================================================
</TABLE>

The  components  of accumulated other comprehensive loss and related tax effects
for  the  periods  indicated  are  as  follows:

<TABLE>
<CAPTION
---------------------------------------------------------------------------------------
                                                             MARCH  31,    DECEMBER  31,
(In thousands)                                                    2008             2007
---------------------------------------------------------------------------------------
<S>                                                         <C>            <C>
   Unrealized losses on securities available for sale
     (net of tax benefit 2008 - $291; 2007 - $441)            $  (436)         $  (662)
   Net pension losses and past service liability
     (net of tax benefit 2008 - $488; 2007 - $495)               (732)            (742)
   Net post-retirement losses and past service liability
     (net of tax benefit 2008 - $34; 2007 - $36)                  (51)             (54)
---------------------------------------------------------------------------------------
                                                              $(1,219)         $(1,458)
=======================================================================================
</TABLE>
                                      - 8 -
<PAGE>

(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  $1.7 million of standby letters of credit as of
March  31,  2008.  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 March 31,
2008,  for  guarantees  under  standby letters of credit issued is not material.

(6) FAIR VALUE MEASUREMENTS

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.  SFAS 157 establishes a fair value hierarchy about the assumptions
used  to  measure fair value and clarifies assumptions about risk and the effect
of a restriction on the sale or use of an asset.   The standard became effective
for  the  Company January 1, 2008, including interim periods.  In February 2008,
the FASB issued FASB Staff Position (FSP) No. FAS 157-2, "Effective Date of FASB
Statement  No.  157."  This  FSP  delays  the  effective date of FAS 157 for all
nonfinancial  assets  and  nonfinancial  liabilities,  except  those  that  are
recognized  or  disclosed at fair value on a recurring basis (at least annually)
to  January 1, 2009.  This delay relates to non-financial assets and liabilities
that are not measured at fair value on an ongoing basis, but are subject to fair
value  adjustments in certain circumstances (for example, when there is evidence
of  impairment).

SFAS  157  specifies  a  hierarchy  of valuation techniques based on whether the
inputs  to those valuation techniques are observable or unobservable. Observable
inputs reflect market data obtained from independent sources, while unobservable
inputs  reflect  our  market assumptions. In accordance with SFAS 157, these two
types  of  inputs  have  created  the  following  fair  value  hierarchy:

     -    Level 1  -  Quoted  prices  (unadjusted)  for  identical  assets  or
          liabilities  in  active  markets,  that  the entity has the ability to
          access  as  of  the  measurement  date.

     -    Level 2  -  Quoted  prices  for  similar  assets  and  liabilities  in
          active  markets;  quoted  prices  for  identical  or similar assets or
          liabilities  in  markets  that  are  not  active;  and  model-derived
          valuations  in  which  all  significant  inputs  and significant value
          drivers  are  observable  in  active  markets.

     -    Level 3  -  Model  derived  valuations  in  which  one  or  more
          significant  inputs  or  significant  value  drivers are unobservable.

The Company used the following methods and significant assumptions to estimate
fair value:

Investment  securities:  The  fair  values  of securities available for sale are
determined  by  obtaining  quoted  prices  on  nationally  recognized securities
exchanges  (Level  1)  or matrix pricing, which is a mathematical technique used
widely  in  the industry to value debt securities without relying exclusively on
quoted  prices  for  specific securities but rather by relying on the securities
relationship  to  other  benchmark  quoted  securities  (Level  2).

Impaired  loans: Impaired loans are those that are accounted for under SFAS 114,
Accounting  by  Creditors  for  Impairment  of  a Loan, in which the Company has
measured  impairment generally based on the fair value of the loan's collateral.
Fair value is generally determined based upon independent third party appraisals
of the properties, or discounted cash flows based upon expected proceeds.  These
assets are included as Level 3 fair values, based upon the lowest level of input

                                      - 9 -
<PAGE>

that  is significant to the fair value measurements.  The fair value consists of
loan  balances  less  its  valuation  allowance  as  determined  under SFAS 114.

Assets  and  liabilities  measured  at  fair  value  on  a  recurring basis, are
summarized  below:

<TABLE>
<CAPTION>
                                                                         Fair Value Measurements, Using
                                                              -------------------------------------------------------
                                                                 Quoted Prices          Significant       Sigificant
                                                               In Active Markets      Other Observable   Unobservable
                                                              For Identical Assets         Inputs           Inputs
(In thousands)                              March 31, 2008          (Level 1)             (Level 2)        (Level 3)
----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                    <C>                   <C>               <C>
Assets:
Investment securities available-for-sale:   $    76,176              $   -                $ 76,176          $  -
</TABLE>

Changes in the fair value of available-for-sale securities are recorded on the
balance sheet under accumulated-other-comprehensive income, while gains and
losses from sales are recognized as income.

Assets and liabilities measured at fair value on a nonrecurring basis, are
summarized below:

From  time  to  time,  certain  assets  may  be  recorded  at  fair  value  on a
non-recurring  basis. These non-recurring fair value adjustments typically are a
result  of the application of lower of cost or market accounting or a write-down
occurring  during  the  period.  The following is a description of the valuation
methodologies  used  for  certain  assets  that are recorded at fair value as of
March  31,  2008.

<TABLE>
<CAPTION>
                                           Fair Value Measurements, Using
                                ----------------------------------------------------------
                                       Quoted Prices          Significant       Sigificant
                                     In Active Markets      Other Observable   Unobservable
                                    For Identical Assets         Inputs           Inputs
(In thousands)    March 31, 2008           (Level 1)            (Level 2)       (Level 3)
--------------------------------------------------------------------------------------------
<S>               <C>              <C>                     <C>                 <C>
Assets:
Impaired loans:       $ 1,748             $   -                  $   -           $ 1,748
</TABLE>

Impaired  loans,  which  are measured for impairment using the fair value of the
collateral  for  collateral  dependent  loans,  had  a  carrying  amount of $1.9
million,  with  a  valuation  allowance  of  $152,000.  There  was no additional
provision  for  loan  losses  resulting  from  this valuation during the period.

(7) NEW ACCOUNTING PRONOUNCEMENTS

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 with an option
to  choose  to  measure selected financial assets and liabilities 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 FASB's
stated  objective  in issuing this standard is as follows: "to improve financial
reporting  by  providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without  having  to  apply complex hedge accounting provisions."  The fair value
option  established  by  SFAS  159  permits  all  entities  to choose to measure
eligible items at fair value at specified election dates.  SFAS 159 is effective
for  the Company as of January 1, 2008. The Company did not elect the fair value
option  for any financial assets or financial liabilities as of January 1, 2008.

In  December 2007, the FASB issued Statement No. 141 (R), Business Combinations.
This Statement establishes principles and requirements for how the acquirer of a
business  recognizes  and  measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree. The Statement also provides guidance for recognizing and measuring the
goodwill acquired in the business combination and determines what information to
disclose  to enable users of the financial statements to evaluate the nature and
financial  effects  of  the  business  combination.  The  guidance  will  become
effective  for  the  Company January 1, 2009. This new pronouncement will impact
the  Company's  accounting for business combinations completed beginning January
1,  2009.

                                     - 10 -
<PAGE>

In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in
Consolidated  Financial  Statements-an  amendment  of ARB No. 51. This Statement
establishes  accounting  and reporting standards for the noncontrolling interest
in  a  subsidiary and for the deconsolidation of a subsidiary. The guidance will
become  effective  for the Company January 1, 2009.  The Company does not expect
the  adoption  of  SFAS  No.160  to  have  a material impact on its consolidated
financial  statements.

Staff  Accounting Bulletin No. 109 (SAB 109), "Written Loan Commitments Recorded
at  Fair  Value  Through  Earnings"  expresses  the views of the staff regarding
written  loan  commitments that are accounted for at fair value through earnings
under  generally  accepted  accounting  principles.  To  make  the staff's views
consistent  with  current authoritative accounting guidance, the SAB revises and
rescinds  portions of SAB No. 105, "Application of Accounting Principles to Loan
Commitments."  Specifically,  the  SAB  revises  the  SEC  staff's  views  on
incorporating  expected  net  future  cash  flows  related  to  loan  servicing
activities  in  the fair value measurement of a written loan commitment. The SAB
retains  the  staff's  views  on  incorporating  expected  net future cash flows
related  to internally-developed intangible assets in the fair value measurement
of  a  written loan commitment. The staff expects registrants to apply the views
in  Question  1 of SAB 109 on a prospective basis to derivative loan commitments
issued  or  modified  in  fiscal quarters beginning after December 15, 2007. The
adoption  of  SAB  109 did not have a material impact on the Company's financial
statements.

In  February  2008,  the  FASB  issued  a  FASB  Staff Position (FSP) FAS 140-3,
"Accounting  for  Transfers  of  Financial  Assets  and  Repurchase  Financing
Transactions." This FSP addresses the issue of whether or not these transactions
should  be  viewed  as two separate transactions or as one "linked" transaction.
The  FSP  includes  a  "rebuttable presumption" that presumes linkage of the two
transactions unless the presumption can be overcome by meeting certain criteria.
The FSP will be effective for fiscal years beginning after November 15, 2008 and
will  apply only to original transfers made after that date; early adoption will
not be allowed. The Company is currently evaluating the potential impact the new
pronouncement  will  have  on  its  consolidated  financial  statements.

In  March  2008, the FASB issued Statement No. 161, Disclosures about Derivative
Instruments  and Hedging Activities-an amendment of FASB Statement No. 133 (SFAS
161).  SFAS 161 requires entities that utilize derivative instruments to provide
qualitative  disclosures  about  their  objectives and strategies for using such
instruments,  as  well as any details of credit-risk-related contingent features
contained  within  derivatives.  SFAS  161  also  requires  entities to disclose
additional  information  about  the  amounts and location of derivatives located
within  the  financial  statements,  how  the  provisions  of  SFAS 133 has been
applied,  and  the  impact  that  hedges have on an entity's financial position,
financial  performance,  and cash flows.  SFAS 161 is effective for fiscal years
and  interim  periods  beginning after November 15, 2008, with early application
encouraged.  The  Company  is  currently evaluating the potential impact the new
pronouncement  will  have  on  its  consolidated  financial  statements.

                                     - 11 -
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

Throughout Management's Discussion and Analysis ("MD&A") the term "the Company",
refers  to  the consolidated entity of Pathfinder Bancorp, Inc.  Pathfinder Bank
and  Pathfinder  Statutory  Trust  I are wholly owned subsidiaries of Pathfinder
Bancorp,  Inc.,  however,  Pathfinder  Statutory Trust I is not consolidated for
reporting  purposes.  Pathfinder  Commercial  Bank,  Pathfinder  REIT,  Inc. and
Whispering  Oaks  Development  Corp.  represent  wholly  owned  subsidiaries  of
Pathfinder  Bank.  At  March  31, 2008, 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 outstanding common stock and the public held 36.3%.

The  following discussion reviews the Company's financial condition at March 31,
2008 and the results of operations for the three months ended March 31, 2008 and
March  31,  2007.

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  results  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  accrued 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  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

                                     - 12 -
<PAGE>

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 2007 Annual
Report  on Form 10-K ("the Consolidated Financial Statements").   Beginning with
its 2007 Annual Report, the Company has elected to file its Exchange Act reports
under  the  rules  and  regulations  applicable  to smaller reporting companies.

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 March 31, 2008, 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  $332,000,  or $0.13 per basic and diluted share, for the three
months  ended  March  31,  2008, as compared to $165,000, or $0.07 per basic and
diluted  share,  for the same period in 2007.  During the first quarter of 2008,
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
31.6%  of  the  total gross loan portfolio for the quarter ended March 31, 2008.

On  March 22, 2007, the Company entered into a junior subordinated debenture for
$5.2  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 $5.2 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  resulted  in  an  approximate pre-tax
savings  of  $29,000 to the Company in 2007.  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  during  2008.

Short-term borrowings decreased $10.4 million, or 57%, when compared to December
31, 2007.  Long-term borrowings increased $6.3 million, or 32%, when compared to
December  31,  2007.

                                     - 13 -
<PAGE>

RESULTS  OF  OPERATIONS

The  return  on  average  assets and return on average shareholders' equity were
0.40%  and  5.94%,  respectively,  for  the  three  months ended March 31, 2008,
compared  with  0.21%  and 3.13%, respectively, for the three months ended March
31,  2007.  During the first quarter of 2008, when compared to the first quarter
of  2007,  net  interest  income  increased $286,000 and core noninterest income
increased  $102,000.  These  increases  were  offset by increased provisions for
loan  losses  and  noninterest  expenses  of  $95,000 and $67,000, 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 increased to $2.5 million for the
three  months ended March 31, 2008, from $2.2 million for the three months ended
March 31, 2007.  The Company's net interest margin for the first quarter of 2008
increased to 3.21% from 3.02% when compared to the same quarter in 2007.  Recent
reductions  in  short-term  interest  rates have resulted in a positively sloped
yield  curve.  Significant  reductions  in the Company's cost of funds, combined
with  efforts  to  maintain  the  current  levels  of  earning asset yields have
resulted  in  an expansion of the Company's net interest margin. The increase in
net  interest  income  is  attributable  to a decrease of 28 basis points in the
average cost of interest bearing liabilities, and was offset by a decrease of 10
basis  points  in  the  average  yield  earned  on  earning  assets.  Average
interest-earning  assets  increased  7%  to $305.8 million at March 31, 2008, as
compared  to $284.6 million at March 31, 2007.  The increase in average  earning
assets  is  primarily  attributable  to  an  $18.6  million  increase  in  loans
receivable,  a $1.5 million increase in average investment securities and a $1.0
million  increase  in  interest  earning  deposits.  Average  interest-bearing
liabilities  increased  $17.6  million  to $282.9 million from $265.3 million at
March  31,  2007.  The  increase  in  the  average  balance  of interest-bearing
liabilities resulted primarily from a $10.4 million increase in borrowings and a
$7.3  million  increase  in  average  deposits.

INTEREST  INCOME

Total  interest  income,  on a tax-equivalent basis, for the quarter ended March
31,  2008,  increased $245,000, or 6%, to $4.5 million from $4.3 million for the
quarter  ended  March  31,  2007.

The  average  balance  of  loans increased $18.6 million to $223.5 million, with
yields  decreasing  14  basis  points  to  6.55%  for the first quarter of 2008.
Average  residential  real  estate  loans  increased  $8.4  million,  or 7%, and
experienced  an  increase  in  the  average  yield  to  5.85%  from 5.77% in the
comparable  quarter  of  2007.   Average  commercial real estate loans increased
$4.7 million, while the average yield on those loans decreased slightly to 7.58%
from  7.60%  from  the  year  earlier  period. Average commercial loans remained
consistent  at  $21.5 million and experienced a decrease in the average yield of
143  basis points, to 7.11% for the quarter ended March 31, 2008, from 8.54%, in
the  quarter  ended  March  31,  2007.  The  decrease  in  the  average yield on
commercial  loans  was  primarily  the result of new commercial loan origination
activity  taking  place  at  yields lower than the average yield on the existing
commercial  loan  portfolio.  Average  consumer loans increased $4.8 million, or
23%,  while  the  average  yield  decreased  by  62  basis points. The Company's
municipal  loan  portfolio  increased $630,000, or 23%, when comparing the first
quarter of 2008 to the same period in 2007.  The average tax equivalent yield on
the  municipal  loan  portfolio  increased to 6.94% in the first quarter of 2008
from  6.35%  for  the  same  period  in  2007.

Average  investment  securities  (taxable  and tax-exempt) for the quarter ended
March  31,  2008,  increased by $1.5 million, with an increase in tax-equivalent
interest  income  from investments of $60,000, or 8%, when compared to the first
quarter of 2007.  The average tax-equivalent yield of the portfolio increased 24
basis points, to 4.52% from 4.28%. The increase in average investment securities
was  primarily due to the purchase of $8.0 million of mortgage-backed securities

                                     - 14 -
<PAGE>

that  were  acquired  with excess liquidity resulting from retail deposit growth
outpacing loan portfolio growth during the first quarter.  The security activity
was  also a result of a pre-funding strategy whereby securities were acquired in
advance  of  significant scheduled maturity activity anticipated over the next 9
to  12  months.  These  purchases  were  offset  by  the  scheduled  maturity of
short-term  investments  that  were acquired during the first quarter of 2007 in
connection  with  the  collateralization of increasing municipal deposit levels.

INTEREST  EXPENSE

Total  interest  expense  decreased $55,000 for the three months ended March 31,
2008,  compared  to  the same quarter in 2007, as the cost of funds decreased 28
basis  points  to  2.95%  in  2008 from 3.23% in 2007.  Average money management
accounts decreased $2.1 million, combined with a 15 basis point reduction in the
cost  of  funds.  This decrease was offset by an increase in the average balance
of  NOW accounts to $22.9 million from $21.5 million in 2007.  Additionally, the
average  balance  of  money market demand accounts increased to $33.1 million at
March 31, 2008 from $25.0 million at March 31, 2007 and was offset by a decrease
in  the  cost  of  funds  to  2.61%  from 4.17%.  Interest expense on borrowings
increased  by  $76,000,  or  18%,  from  the prior period as a result of a $10.8
million increase in the average balance of borrowed funds, offset by a 258 basis
point  decrease  in  the cost of funds on the junior subordinated debenture that
resulted  from  a  reduction  in its index rate which is based on 3-month LIBOR,
combined  with  a reduction in the spread to the index, 1.65% compared to 3.45%,
that  occurred with the new issuance and retirement of the original subordinated
debentures  during  March  2007.

PROVISION  FOR  LOAN  LOSSES

Provision for loan losses for the quarter ended March 31, 2008 increased $95,000
from  the  same  period  in  2007.  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,  as  well  as a general weakening in economic
conditions.  The  Company's  ratio  of  allowance  for loan losses to period end
loans  increased to 0.83% at March 31, 2008 as compared to 0.76% at December 31,
2007.  Nonperforming  loans  to period end loans increased to 0.96% at March 31,
2008 from 0.71% at December 31, 2007. The increase in total non-performing loans
is primarily the result of delinquencies of three commercial loan relationships.
Management  believes  that  the  existing  reserves  provided on these loans are
sufficient  to  cover  any  anticipated  losses.

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
quarters  indicated:

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED MARCH 31,
----------------------------------------------------------------------------------------------------
(In thousands)                                                       2008    2007     CHANGE
----------------------------------------------------------------------------------------------------
<S>                                                              <C>      <C>     <C>       <C>
 Service charges on deposit accounts                              $   379   $ 328    $   51     15.5%
 Earnings on bank owned life insurance                                 67      56        11     19.6%
 Loan servicing fees                                                   90      64        26     40.6%
 Debit card interchange fees                                           66      48        18     37.5%
 Other charges, commissions and fees                                   96     100        (4)    -4.0%
----------------------------------------------------------------------------------------------------
 Core noninterest income                                              698     596       102     17.1%
 Net losses on sales of investment securities                           -      (3)        3   -100.0%
 Net gains (losses) on sale of loans and foreclosed real estate         6      (7)       13   -185.7%
----------------------------------------------------------------------------------------------------
 Total noninterest income                                         $   704   $ 586   $   118     20.1%
====================================================================================================
</TABLE>

For  the  three  months  ended March 31, 2008, core noninterest income increased
$102,000,  or 17%, when compared with the three months ended March 31, 2007. The
increase in service charges on deposit accounts was primarily attributable to an
increase  in the number of deposit accounts. The increase in loan servicing fees
was  primarily  due to an increase in commercial and mortgage loan late charges,
combined  with a reduction in the amortization of capitalized mortgage servicing
rights.   The  increase  in  debit card fees was primarily due to an increase in
issued  Visa Debit cards and an increase in the usage from the existing customer
base.  The  decrease in other charges, commissions and fees was primarily due to
a decrease in internal investment services activity and related revenue, and was
offset  by  increased  fees  associated  with  ATM  usage.  The  increase in net
gains/(losses)  on  sale of loans and foreclosed real estate was due to the gain
recognized  on  the  sale of one foreclosed property during the first quarter of
2008.

NONINTEREST  EXPENSE

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

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED MARCH 31,
----------------------------------------------------------------------
(In thousands)                          2008    2007        CHANGE
-----------------------------------------------------------------------
<S>                                 <C>                            <C>     <C>       <C>
 Salaries and employee benefits      $  1,337  $1,227  $   110      9.0%
 Building occupancy                       346     318       28      8.8%
 Data processing                          309     342      (33)    -9.6%
 Professional and other services          219     237      (18)    -7.6%
 Amortization of intangible assets          -      56      (56)  -100.0%
 Other expenses                           314     278       36     12.9%
-----------------------------------------------------------------------
 Total noninterest expenses          $  2,525  $2,458  $    67      2.7%
=======================================================================
</TABLE>

Total noninterest expense increased $67,000 for the three months ended March 31,
2008  when  compared  to the same period for 2007, respectively. The increase in
salaries  and  employee benefits was primarily due to normal merit increases and
incentive based compensation costs.  The increase in building occupancy expenses
was  primarily due to increases in property taxes, communication charges and ATM
maintenance.  A  $36,000  increase in other expenses was primarily the result of
higher  costs associated with foreclosed real estate properties as the number of
properties  increased  to  eight  from  five  in the comparable quarter of 2007.
Additionally,  audits  and  exams  expense  increased  as  a  result of year-end
external  audit  travel  related  expenses.  Offsetting  these  increases  were
reductions  of  $56,000  in amortization expense as the core deposit intangibles
became  fully  amortized  in October 2007. Data processing expenses were $33,000

                                     - 16 -
<PAGE>

lower  than the comparable quarter of 2007 as a result of lower depreciation and
maintenance  costs on equipment.  An $18,000 reduction in professional and other
services  was primarily due to consulting charges for the SOX 404 review process
being  lower  in the first quarter of 2008 when compared to the first quarter of
2007.  The  reduction  in  SOX  404  compliance  costs  was  partially offset by
increased  legal  fees  and  investment  management  expenses.

INCOME  TAX  EXPENSE

Income taxes increased $75,000 for the quarter ended March 31, 2008, as compared
to  the  same period in 2007. The effective tax rate was 25.6% and 19.1% for the
three  months  ended  March  31,  2008  and  March  31, 2007, respectively.  The
increase  in  income tax expense and effective tax rate in 2008 in comparison to
2007,  resulted  from  a  higher  pretax  income  of  $242,000,  combined with a
reduction of income earned on tax-exempt investment securities.  The Company has
reduced  its tax rate from the statutory rate primarily through the ownership of
tax-exempt investment securities, bank owned life insurance and other tax saving
strategies.

CHANGES  IN  FINANCIAL  CONDITION

ASSETS

Total  assets increased approximately $16.5 million, or 5%, to $337.1 million at
March 31, 2008, from $320.7 million at December 31, 2007.  The increase in total
assets  was  primarily  the  result  of an increase of $11.0 million, or 16%, in
investment  securities, a $4.8 million increase in cash and cash equivalents and
a  $493,000  increase  in net loans receivable.  Investment securities portfolio
growth  is  being  driven  by purchases of mortgage-backed securities, corporate
bonds  and  a  $2.0  million  certificate of deposit invested with a large money
center  financial  institution.  The  loan portfolio increase primarily reflects
small business commercial loan originations.  The Company continues to transform
its traditional thrift balance sheet toward that of a community bank with a more
diverse  mix of residential, consumer and commercial loans. The increase in cash
and  cash equivalents was primarily the result of interest earning deposits held
at  the Federal Home Loan Bank and higher end of month balances at correspondent
bank  accounts  and  in  process  accounts.

The  Company  presently  holds  in  its  investment  portfolio  a  $3.7  million
investment  purchased  initially  in  1993,  with  dividends  being  reinvested
annually,  in  a no-load mutual fund which invests primarily in mortgage-related
instruments.  The  fund  holds  mortgage-backed  bonds  and securities issued by
government-sponsored mortgage entities and by private companies.  The underlying
assets  are  comprised  of  variable  rate,  adjustable  rate  and  fixed-rate
residential  mortgage  and  home  equity loans, but do not include any sub-prime
loans.  As  a  result  of  the  recent  problems in the real estate and mortgage
securities  markets,  the  value  of the fund has declined and, accordingly, the
current  fair  value  of the Company's investment in the fund has declined below
its  cost  basis  by  approximately  $139,000,  or  4%,  as  of  March 31, 2008.
Management  is  currently  considering  various  options  with  respect  to this
investment.  It  is  possible  that  the  Company  will recognize a loss on this
investment  absent  improvement  in  the  real  estate  and  mortgage securities
markets,  as  a  result  of  the  sale of the investment or in connection with a
write-down of the value of the investment if we determine that the investment is
other than temporarily impaired.

Management  has  reviewed its loan and mortgage-backed securities portfolios and
determined  that,  to the best of its knowledge, little or 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 $16.2 million, or 5%, to $315.2 million at March 31,
2008,  from  $299.0  million  at  December  31,  2007.  Deposits increased $20.3
million,  or  8%,  and  long-term  borrowings  increased  $6.3  million.  These
increases  were offset by a reduction in short-term borrowings of $10.4 million,
or 57%.  The increase in deposits was the result of an increase of $10.9 million
in municipal customer deposits, combined with an $8.7 million increase in retail
deposits.  The  municipal  deposit  increase  was  driven  by the receipt of tax
revenues  by  our  municipal customers.  The increase in retail deposits was the
direct  result  of  the sale of one commercial customer's business where the net
proceeds  were  deposited  into  the  Company.

                                     - 17 -
<PAGE>

LOAN  AND  ASSET  QUALITY  AND  ALLOWANCE  FOR  LOAN  LOSSES

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

<TABLE>
<CAPTION>

                                              MARCH 31,   DECEMBER 31,
(Dollars in thousands)                            2008           2007
----------------------------------------------------------------------
<S>                                           <C>            <C>
Nonaccrual loans:
  Commercial real estate and commercial          $  1,267       $  521
  Consumer                                            186          150
  Residential real estate                             682          920
----------------------------------------------------------------------
Total nonaccrual loans                           $  2,135       $1,591
----------------------------------------------------------------------
  Total non-performing loans                     $  2,135       $1,591
Foreclosed real estate                           $    815       $  865
----------------------------------------------------------------------
  Total non-performing assets                    $  2,950       $2,456
======================================================================
Non-performing loans to total loans                  0.96%        0.71%
======================================================================
Non-performing assets to total assets                0.87%        0.77%
======================================================================
</TABLE>

Total  nonperforming  loans  increased  34%  at March 31, 2008, when compared to
December 31, 2007.  The increase in nonperforming loans was primarily the result
of  the  nonperforming status of three commercial loan relationships. Management
believes that the underlying collateral and associated guarantees, combined with
the  existing reserves provided, are adequate to cover potential losses that may
occur  from  the  remediation  process.

The  allowance  for loan losses at March 31, 2008 and December 31, 2007 was $1.9
million  and $1.7 million, or 0.83% and 0.76% of period end loans, respectively.

CAPITAL

Shareholders'  equity  at March 31, 2008, was $22.0 million as compared to $21.7
million  at  December 31, 2007.  The Company added $332,000 to retained earnings
through  net  income,  which  was partially offset by cash dividends declared of
$255,000  and  the $35,000 cumulative effect adjustment to reflect the change in
measurement date under SFAS 158.  In addition, shareholders' equity increased by
$226,000  due  to unrealized holding gains on securities available for sale, net
of tax.  The Company's mutual holding company parent, Pathfinder Bancorp, M.H.C,
accepted the aggregate cash dividend of $162,000 for the quarter ended March 31,
2008,  payable  in  April  2008.

Risk-based capital provides the basis for which all banks are evaluated in terms
of  capital  adequacy.  Capital  adequacy  is  evaluated primarily by the use of
ratios  which  measure  capital  against  total assets, as well as against total
assets  that  are weighted based on defined risk characteristics.  The Company's
goal  is to maintain a strong capital position, consistent with the risk profile
of  its  subsidiary banks that supports growth and expansion activities while at
the  same  time  exceeding  regulatory standards.  At March 31, 2008, 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

                                     - 18 -
<PAGE>

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  $75.0  million  at  March  31,  2008.

The  Asset  Liability  Management  Committee  of  the Company is responsible for
implementing  the  policies and guidelines for the maintenance of prudent levels
of  liquidity.  As  of  March  31,  2008,  management  reported  to the Board of
Directors  that  the  Company  is  in  compliance  with  its  liquidity  policy
guidelines.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information relating
to this item.

ITEM 4T  - 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.

                                     - 19 -
<PAGE>

PART  II  -  OTHER  INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None

ITEM 1A - RISK FACTORS

A smaller reporting company is not required to provide the information relating
to this item.

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

None

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5 - OTHER INFORMATION

None

ITEM 6 - EXHIBITS

EXHIBIT NO.                 DESCRIPTION
-----------   ---------------------------------------------------------------
31.1          Rule 13a-14(a) / 15d-14(a) Certification of the Chief Executive
                  Officer
31.2          Rule 13a-14(a) / 15d-14(a) Certification of the Chief Financial
                  Officer
32.1          Section 1350 Certification of the Chief Executive Officer
                  and Chief Financial Officer

                                     - 20 -
<PAGE>

SIGNATURES

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

     PATHFINDER BANCORP, INC.


May 15, 2008             /s/ Thomas W. Schneider
------------             -----------------------
Date:                    Thomas W. Schneider
                         President and Chief Executive Officer

May 15, 2008             /s/ James A. Dowd
------------             ----------------
Date:                    James A. Dowd
                         Senior Vice President and Chief Financial Officer


                                     - 21 -
<PAGE>

EXHIBIT 31.1: RULE 13A-14(A) / 15D-14(A) CERTIFICATION OF THE CHIEF EXECUTIVE
OFFICER

Certification  of  Chief  Executive  Officer

Pursuant  to  Section  302  of  the  Sarbanes-Oxley  Act  of  2002

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

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

2.   Based on my knowledge, this report does not contain any untrue statement of
     a  material  fact  or  omit  to state a material fact necessary to make the
     statements  made, in light of the circumstances under which such statements
     were  made,  not  misleading  with  respect  to  the period covered by this
     report;

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

4.   The registrant's  other  certifying  officer  and  I  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-15(e) and 15d-15(e)) 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  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  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
          (d)  Disclosed  in  this  report  any  change  in  the  registrant's
               internal  control  over  financial reporting that occurred during
               the  registrant's  most  recent  fiscal quarter (the registrant's
               fourth  fiscal  quarter in the case of an annual report) that has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,  the  registrant's  internal  control  over  financial
               reporting;  and

5.   The registrant's  other  certifying  officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of  directors:
          (a)  All significant  deficiencies  and  material  weaknesses  in  the
               design  or operation of internal control over financial reporting
               which  are reasonably likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information;  and
          (b)  Any fraud,  whether  or  not  material,  that involves management
               or  other  employees  who  have  a  significant  role  in  the
               registrant's  internal  control  over  financial  reporting.


May 15, 2008       /s/  Thomas  W.  Schneider
                   --------------------------
                   Thomas  W.  Schneider
                   President  and  Chief  Executive  Officer


                                     - 22 -
<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,  Senior 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 report does not contain any untrue statement of
     a  material  fact  or  omit  to state a material fact necessary to make the
     statements  made, in light of the circumstances under which such statements
     were  made,  not  misleading  with  respect  to  the period covered by this
     report;

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

4.   The registrant's  other  certifying  officer  and  I  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-15(e) and 15d-15(e)) 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  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  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
          (d)  Disclosed  in  this  report  any  change  in  the  registrant's
               internal  control  over  financial reporting that occurred during
               the  registrant's  most  recent  fiscal quarter (the registrant's
               fourth  fiscal  quarter in the case of an annual report) that has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,  the  registrant's  internal  control  over  financial
               reporting;  and

5.   The registrant's  other  certifying  officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of  directors:
          (a)  All significant  deficiencies  and  material  weaknesses  in  the
               design  or operation of internal control over financial reporting
               which  are reasonably likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information;  and
          (b)  Any fraud,  whether  or  not  material,  that involves management
               or  other  employees  who  have  a  significant  role  in  the
               registrant's  internal  control  over  financial  reporting.


May 15, 2008       /s/  James  A.  Dowd
                   --------------------
                   James  A.  Dowd
                   Senior  Vice  President  and  Chief  Financial  Officer


                                     - 23 -
<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-Q for the quarter
ended  March  31,  2008  and  that  to  the  best  of  his  knowledge:

     1.   the report  fully  complies  with  the  requirements of Sections 13(a)
          of  the  Securities  Exchange  Act  of  1934;  and

     2.   the information  contained  in  the  report  fairly  presents,  in all
          material  respects,  the financial condition and results of operations
          of  the  Company.

The  purpose  of  this  statement is solely to comply with Title 18, Chapter 63,
Section  1350  of  the  United  States  Code,  as  amended by Section 906 of the
Sarbanes-Oxley  Act  of  2002.

May 15, 2008     /s/  Thomas  W.  Schneider
                 --------------------------
                 Thomas  W.  Schneider
                 President  and  Chief  Executive  Officer

May 15, 2008     /s/  James  A.  Dowd
                 --------------------
                 James  A.  Dowd
                 Senior  Vice  President  and  Chief  Financial  Officer








                                       - 24 -