EXHIBIT 31.2

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

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


     I, James A. Dowd certify that:

1.     I have reviewed the June 30, 2006 quarterly report on Form 10-Q of
Pathfinder Bancorp, Inc.;

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

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

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

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

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

     (c)  Disclosed  in  this  report  any  change  in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most  recent fiscal quarter (the registrant's fourth fiscal quarter in
          the  case  of  an  annual  report) that has materially affected, or is
          reasonably  likely  to  materially  affect,  the registrant's internal
          control  over  financial  reporting;  and

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

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

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


August 14, 2006          /s/ James A. Dowd
                         -----------------
Date                     James A. Dowd
                         Senior Vice President and Chief Financial
                         Officer