SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
                        QUARTER ENDED SEPTEMBER 30, 2005

                         SEC Exchange Act No. 000-23601

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

                                     Federal
            (State or jurisdiction of incorporation or organization)

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


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


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


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

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

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

Indicate  by check mark whether the Registrant is a shell company (as defined in
Rule  12b-2Q  of  the  Act).      Yes          No   X

     Indicate  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:  There were 2,463,132 shares
of  the  Company's  common  stock  outstanding  as  of  November  10,  2005.

<PAGE>


                            PATHFINDER BANCORP, INC.
                                      INDEX



PART  1   FINANCIAL  INFORMATION                                            PAGE

          Item  1.  Financial  Statements

                    Consolidated Statements  of  Condition                   1
                    Consolidated  Statements  of  Income                   2-3
                    Consolidated  Statements  Changes  in
                      Shareholders'  Equity                                  4
                    Consolidated  Statements  of  Cash  Flows                5
                    Notes  to  Consolidated  Financial  Statements         6-8

         Item  2.   Management's  Discussion  and  Analysis  of
                      Financial Condition  and  Results  of  Operations    9-17

         Item  3.   Quantitative  and  Qualitative  Disclosure  about
                      Market  Risk                                        18-19

         Item  4.   Control  and  Procedures                                20

PART  II OTHER  INFORMATION                                                 21

         Item  1.   Legal  proceedings
         Item  2.   Unregistered  Sales  of  Equity Securities
                        and Use of Proceeds
         Item  3.   Defaults  upon  senior  securities
         Item  4.   Submission  of  matters  to  a  vote  of  security  holders
         Item  5.   Other  information
         Item  6.   Exhibits


SIGNATURES
<PAGE>




<TABLE>
<CAPTION>

                                       PATHFINDER  BANCORP, INC.
                                 CONSOLIDATED STATEMENTS OF CONDITION
                         SEPTEMBER 30, 2005 (UNAUDITED) AND DECEMBER 31, 2004


                                                                                      2005       2004
-----------------------------------------------------------------------------------------------------
             ASSETS
------------------------------------
(Dollars  in  thousands)

<S>                                                                               <C>        <C>
Cash and due from banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  8,078   $  6,741
Interest earning deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . .       685      7,584
-----------------------------------------------------------------------------------------------------
    Total cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .     8,763     14,325
Investment securities, at fair value . . . . . . . . . . . . . . . . . . . . . .    84,510     75,069
Federal Home Loan Bank stock, at cost. . . . . . . . . . . . . . . . . . . . . .     1,636      1,768
Mortgage loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . .         0      2,159
Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   185,459    186,952
   Less: Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . .     1,801      1,827
-----------------------------------------------------------------------------------------------------
     Loans receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . .   183,658    185,125

Premises and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . .     8,011      7,580
Accrued interest receivable. . . . . . . . . . . . . . . . . . . . . . . . . . .     1,644      1,505
Foreclosed real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       935        798
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,840      3,840
Intangible asset, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       461        627
Bank owned life insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . .     5,901      5,768
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,717      3,473
-----------------------------------------------------------------------------------------------------
     Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $303,076   $302,037
======================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Deposits:
  Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $220,915   $217,513
  Noninterest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19,937     19,159
-----------------------------------------------------------------------------------------------------
     Total deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   240,852    236,672
Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,000      1,000
Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30,360     34,360
Junior subordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . .     5,155      5,155
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,131      3,024
-----------------------------------------------------------------------------------------------------
     Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   281,498    280,211

Shareholders' equity:
   Preferred stock, authorized shares 1,000,000; no shares issued or outstanding
   Common stock, par value $.01; authorized 10,000,000 shares;
    2,950,419 and 2,937,419 shares issued;  and 2,463,132 and 2,450,132
    shares outstanding, respectively . . . . . . . . . . . . . . . . . . . . . .        29         29
   Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . .     7,594      7,453
   Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21,092     21,186
   Accumulated other comprehensive loss. . . . . . . . . . . . . . . . . . . . .      (635)      (307)
   Unearned ESOP shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         0        (33)
   Treasury Stock, at cost; 487,287 shares . . . . . . . . . . . . . . . . . . .    (6,502)    (6,502)
-----------------------------------------------------------------------------------------------------
     Total shareholders' equity. . . . . . . . . . . . . . . . . . . . . . . . .    21,578     21,826
-----------------------------------------------------------------------------------------------------
     Total liabilities and shareholders' equity. . . . . . . . . . . . . . . . .  $303,076   $302,037
======================================================================================================
</TABLE>

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

                                      -1-
<PAGE>
<TABLE>
<CAPTION>

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

                                                                             For the three        For the three
                                                                              months ended         months ended
                                                                        September 30, 2005   September 30, 2004
---------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                   <C>
(Dollars in thousands, except per share data)
INTEREST INCOME:
 Loans, including fees. . . . . . . . . . . . . . . . . . . . . . . .  $             3,006   $             2,898
 Debt securities:
Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  621                   580
Tax-exempt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  138                    63
 Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   61                    36
 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    3                    18
---------------------------------------------------------------------------------------------------------------
       Total interest income. . . . . . . . . . . . . . . . . . . . .                3,829                 3,595

INTEREST EXPENSE:
  Interest on deposits. . . . . . . . . . . . . . . . . . . . . . . .                1,061                   920
  Interest on short-term borrowings . . . . . . . . . . . . . . . . .                  107                     1
  Interest on long-term borrowings. . . . . . . . . . . . . . . . . .                  459                   471
---------------------------------------------------------------------------------------------------------------
       Total interest expense . . . . . . . . . . . . . . . . . . . .                1,627                 1,392
---------------------------------------------------------------------------------------------------------------
          Net interest income . . . . . . . . . . . . . . . . . . . .                2,202                 2,203
  Provision for loan losses . . . . . . . . . . . . . . . . . . . . .                   91                   112
---------------------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses . . . .                2,111                 2,091
---------------------------------------------------------------------------------------------------------------

OTHER INCOME:
  Service charges on deposit accounts . . . . . . . . . . . . . . . .                  356                   251
  Loan servicing fees . . . . . . . . . . . . . . . . . . . . . . . .                   61                    66
  Increase in value of bank owned life insurance. . . . . . . . . . .                   44                    48
  Net (loss)/gains on sales and impairments of investment securities.                 (192)                   85
  Net gains on sales of loans and foreclosed real estate. . . . . . .                   42                   128
  Other charges, commissions & fees . . . . . . . . . . . . . . . . .                  138                   137
---------------------------------------------------------------------------------------------------------------
          Total other income. . . . . . . . . . . . . . . . . . . . .                  449                   715
---------------------------------------------------------------------------------------------------------------

OTHER EXPENSES:
  Salaries and employee benefits. . . . . . . . . . . . . . . . . . .                1,290                 1,201
  Building occupancy. . . . . . . . . . . . . . . . . . . . . . . . .                  306                   289
  Data processing expenses. . . . . . . . . . . . . . . . . . . . . .                  315                   249
  Professional and other services . . . . . . . . . . . . . . . . . .                  184                   165
  Amortization of intangible asset. . . . . . . . . . . . . . . . . .                   55                    55
  Other expenses. . . . . . . . . . . . . . . . . . . . . . . . . . .                  343                   361
---------------------------------------------------------------------------------------------------------------
          Total other expenses. . . . . . . . . . . . . . . . . . . .                2,493                 2,320
---------------------------------------------------------------------------------------------------------------
Income before income taxes. . . . . . . . . . . . . . . . . . . . . .                   67                   486
(Benefit) provision for income taxes. . . . . . . . . . . . . . . . .                  (49)                  126
---------------------------------------------------------------------------------------------------------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $               116   $               360
================================================================================================================
     NET INCOME PER SHARE - BASIC . . . . . . . . . . . . . . . . . .  $              0.05   $              0.15
================================================================================================================
     NET INCOME PER SHARE - DILUTED . . . . . . . . . . . . . . . . .  $              0.05   $              0.15
================================================================================================================
     DIVIDENDS PER SHARE. . . . . . . . . . . . . . . . . . . . . . .  $            0.1025   $            0.1025
================================================================================================================
</TABLE>

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

                                      -2-
<PAGE>
<TABLE>
<CAPTION>

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

                                                                              For the nine         For the nine
                                                                              months ended         months ended
                                                                        September 30, 2005   September 30, 2004
                                                                       --------------------  -------------------
<S>                                                                    <C>                   <C>
(Dollars in thousands, except per share data)
INTEREST INCOME:
 Loans, including fees. . . . . . . . . . . . . . . . . . . . . . . .  $             8,824   $             8,869
 Debt securities:
Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                1,884                 1,637
Tax-exempt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  376                   170
 Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  168                   107
 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   62                    55
---------------------------------------------------------------------------------------------------------------
       Total interest income. . . . . . . . . . . . . . . . . . . . .               11,314                10,838

INTEREST EXPENSE:
  Interest on deposits. . . . . . . . . . . . . . . . . . . . . . . .                3,122                 2,687
  Interest on short-term borrowings . . . . . . . . . . . . . . . . .                  156                    17
  Interest on long-term borrowings. . . . . . . . . . . . . . . . . .                1,374                 1,441
---------------------------------------------------------------------------------------------------------------
       Total interest expense . . . . . . . . . . . . . . . . . . . .                4,652                 4,145
---------------------------------------------------------------------------------------------------------------

          Net interest income . . . . . . . . . . . . . . . . . . . .                6,662                 6,693
  Provision for loan losses . . . . . . . . . . . . . . . . . . . . .                  229                   407
---------------------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses . . . .                6,433                 6,286
---------------------------------------------------------------------------------------------------------------

OTHER INCOME:
  Service charges on deposit accounts . . . . . . . . . . . . . . . .                  949                   713
  Loan servicing fees . . . . . . . . . . . . . . . . . . . . . . . .                  146                   184
  Increase in value of bank owned life insurance. . . . . . . . . . .                  133                   144
  Net (loss)/gains on sales and impairments of investment securities.                 (192)                  569
  Net gains on sales of loans and foreclosed real estate. . . . . . .                   30                   249
  Other charges, commissions & fees . . . . . . . . . . . . . . . . .                  418                   386
---------------------------------------------------------------------------------------------------------------
          Total other income. . . . . . . . . . . . . . . . . . . . .                1,484                 2,245
---------------------------------------------------------------------------------------------------------------

OTHER EXPENSES:
  Salaries and employee benefits. . . . . . . . . . . . . . . . . . .                3,807                 3,584
  Building occupancy. . . . . . . . . . . . . . . . . . . . . . . . .                  878                   897
  Data processing expenses. . . . . . . . . . . . . . . . . . . . . .                  928                   703
  Professional and other services . . . . . . . . . . . . . . . . . .                  608                   493
  Amortization of intangible asset. . . . . . . . . . . . . . . . . .                  166                   167
  Other expenses. . . . . . . . . . . . . . . . . . . . . . . . . . .                1,036                 1,053
---------------------------------------------------------------------------------------------------------------
          Total other expenses. . . . . . . . . . . . . . . . . . . .                7,423                 6,897
---------------------------------------------------------------------------------------------------------------
Income before income taxes. . . . . . . . . . . . . . . . . . . . . .                  494                 1,634
(Benefit) Provision for income taxes. . . . . . . . . . . . . . . . .                   (5)                  429
---------------------------------------------------------------------------------------------------------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $               499   $             1,205
================================================================================================================
     NET INCOME PER SHARE - BASIC . . . . . . . . . . . . . . . . . .  $              0.20   $              0.50
================================================================================================================
     NET INCOME PER SHARE - DILUTED . . . . . . . . . . . . . . . . .  $              0.20   $              0.49
================================================================================================================
     DIVIDENDS PER SHARE. . . . . . . . . . . . . . . . . . . . . . .  $            0.3075   $            0.3025
================================================================================================================
</TABLE>

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

                                      -3-
<PAGE>

<TABLE>
<CAPTION>

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

                                                              For the Nine     For the Nine
                                                              Months Ended     Months Ended
                                                              September 30,    September 30,
                                                                      2005             2004
--------------------------------------------------------------------------------------------
<S>                                                        <C>              <C>
(Dollars in thousands)
OPERATING ACTIVITIES:

Net income. . . . . . . . . . . . . . . . . . . . . . . .  $          499   $        1,205
Adjustments to reconcile net income to net cash
  provided by operating activities:
Provision for loan losses . . . . . . . . . . . . . . . .             229              407
ESOP and other stock-based compensation earned. . . . . .              88               99
Deferred income tax expense . . . . . . . . . . . . . . .             133               60
Proceeds from sale of loans . . . . . . . . . . . . . . .           8,897           10,885
Originations of loans held-for-sale . . . . . . . . . . .               -           (8,430)
Realized loss/(gain) on:
  Sale of real estate through foreclosure . . . . . . . .               7              (79)
  Loans . . . . . . . . . . . . . . . . . . . . . . . . .             (37)            (170)
  Available-for-sale investment securities. . . . . . . .             192             (569)
Depreciation. . . . . . . . . . . . . . . . . . . . . . .             518              434
Amortization of intangible. . . . . . . . . . . . . . . .             166              167
Amortization of deferred financing costs. . . . . . . . .              23               23
Amortization of mortgage servicing rights . . . . . . . .              22               32
Increase in surrender value of life insurance . . . . . .            (133)            (144)
Net amortization of premiums on investment securities . .             279              256
Increase in interest receivable . . . . . . . . . . . . .            (139)            (232)
Net change in other assets and liabilities. . . . . . . .            (259)            (853)
--------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . .          10,485            3,091
--------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Purchase of investment securities available-for-sale. . .         (21,734)         (31,459)
Proceeds from maturities and principal reductions of
  investment securities available-for-sale. . . . . . . .          11,406            7,134
Proceeds from sale:
  Real estate acquired through foreclosure. . . . . . . .             414              352
  Available-for-sale investment securities. . . . . . . .               -            6,353
Purchase of life insurance. . . . . . . . . . . . . . . .               -           (1,100)
Net (increase) decrease in loans. . . . . . . . . . . . .          (6,021)             376
Purchase of premises and equipment. . . . . . . . . . . .            (949)            (980)
--------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . .         (16,884)         (19,324)
--------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Net (decrease) increase in demand deposits, NOW accounts
  savings accounts, money market deposit accounts
  and escrow deposits . . . . . . . . . . . . . . . . . .          (4,641)          30,498
Net increase in time deposits . . . . . . . . . . . . . .           8,821             (661)
Increase (decrease) from short term borrowings. . . . . .           1,000           (2,100)
Payments on long-term borrowings. . . . . . . . . . . . .          (4,000)          (4,500)
Proceeds from long-term borrowings. . . . . . . . . . . .               -            1,000
Proceeds from exercise of stock options . . . . . . . . .              86              125
Cash dividends paid . . . . . . . . . . . . . . . . . . .            (429)            (414)
--------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . .             837           23,948
--------------------------------------------------------------------------------------------

  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS. . . .          (5,562)           7,715
 Cash and cash equivalents at beginning of period . . . .          14,325            8,714
--------------------------------------------------------------------------------------------
  CASH AND CASH EQUIVALENTS AT END OF PERIOD. . . . . . .  $        8,763   $       16,429
============================================================================================
</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
                 NINE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004
                                         (unaudited)


                                                                      Additional
                                                      Common Stock       Paid in   Retained
                                               -----------------------
                                                  Shares       Amount    Capital   Earnings
---------------------------------------------------------------------------------------------
<S>                                            <C>            <C>       <C>        <C>
(Dollars in thousands, except per share data)
BALANCE, DECEMBER 31, 2004. . . . . . . . . .     2,937,419   $     29  $   7,453  $  21,186
Comprehensive income
Net income. . . . . . . . . . . . . . . . . .                                            499
Other comprehensive loss, net of tax
Unrealized net losses on securities
Total Comprehensive Income
ESOP shares earned. . . . . . . . . . . . . .                                  55
Stock option exercised. . . . . . . . . . . .        13,000          -         86
Dividends declared ($.3075 per share) . . . .                                           (593)
---------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2005 . . . . . . . . .     2,950,419   $     29  $   7,594  $  21,092
=============================================================================================

BALANCE, DECEMBER 31, 2003. . . . . . . . . .     2,919,386   $     29  $   7,225  $  20,747
Comprehensive income
Net income. . . . . . . . . . . . . . . . .                                  .         1,205
Other comprehensive loss, net of tax
Unrealized net losses on securities
Total Comprehensive income
ESOP shares earned. . . . . . . . . . . . . .                                  65
Stock option exercised. . . . . . . . . . . .        16,033          0        125
Dividends declared ($.3025 per share) . . . .                                           (580)
---------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2004 . . . . . . . . .     2,935,419   $     29  $   7,415  $  21,372
=============================================================================================
</TABLE>

<TABLE>
<CAPTION>

                                          Accumulated
                                           Other Com-     Unearned
                                           prehensive       ESOP      Treasury
                                         Income (Loss)     Shares      Stock      Total
                                         --------------  ----------  ----------  -------
<S>                                      <C>             <C>         <C>         <C>
BALANCE, DECEMBER 31, 2004. . . . . . .  $        (307)  $     (33)  $  (6,502)  $21,826
Comprehensive income
Net income. . . . . . . . . . . . . . .                                              499
Other comprehensive loss, net of tax
Unrealized net losses on securities . .           (328)                             (328)
                                                                                 --------
Total Comprehensive loss. . . . . . . .                                              171
ESOP shares earned. . . . . . . . . . .                         33                    88
Stock option exercised. . . . . . . . .                                               86
Dividends declared ($.3075 per share) .                                             (593)
---------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2005 . . . . . .  $        (635)  $       -   $  (6,502)  $21,578
=============================================================================================

BALANCE, DECEMBER 31, 2003. . . . . . .  $         364   $     (78)  $  (6,502)  $21,785
Comprehensive income
Net income. . . . . . . . . . . . . . .                                            1,205
Other comprehensive income, net of tax
Unrealized net losses on securities . .           (681)                             (681)
                                                                                 --------
Total Comprehensive income. . . . . . .                                              524
ESOP shares earned. . . . . . . . . . .                         34                    99
Stock option exercised. . . . . . . . .                                              125
Dividends declared ($.3025 per share) .                                             (580)
Dividends declared ($.3075 per share) .                                             (593)
---------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2004 . . . . . .  $        (317)  $     (44)  $  (6,502)  $21,953
=============================================================================================
</TABLE>

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

                                      -5-
<PAGE>
PATHFINDER  BANCORP,  INC.

Notes  to  Financial  Statements

(1)  BASIS  OF  PRESENTATION

The accompanying unaudited financial statements were prepared in accordance with
the instructions for Form 10-Q and Regulation S-X and, therefore, do not include
information  for  footnotes  necessary  for a complete presentation of financial
position,  results  of  operations,  and cash flows in conformity with generally
accepted  accounting  principles.  The  following  material  under  the  heading
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations"  is  written  with  the  presumption  that  the users of the interim
financial  statements have read, or have access to, the 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,
2004 and for the three year period then ended.  Therefore, only material changes
in  financial condition and results of operations are discussed in the remainder
of  Part  1.

Operating results for the three and nine months ended September 30, 2005 are not
necessarily  indicative  of the results that may be expected for the year ending
December  31,  2005.

(2)  EARNINGS  PER  SHARE

Basic  earnings  per  share  has  been  computed  by  dividing net income by the
weighted average number of common shares outstanding throughout the three months
and nine months ended September 30, 2005 and 2004, using 2,461,328 and 2,438,796
weighted  average  common  shares  outstanding  for  the three months ended, and
2,453,744  and  2,433,264  for  the  nine  months  ended, respectively.  Diluted
earnings per share for the three months and nine months ended September 30, 2005
and  2004  have been computed using 2,488,418 and 2,478,377 for the three months
ended  and  2,487,478  and  2,477,521  for  the nine months ended, respectively.
Diluted earnings per share gives effect to weighted average shares that would be
outstanding  assuming  the  exercise  of issued stock options using the treasury
stock  method.

(3)  PENSION  BENEFITS

The  composition of net periodic benefit plan cost for the three months and nine
months  ended
September  30,  is  as  follows:
<TABLE>
<CAPTION>

                            FOR  THE  THREE  MONTHS    FOR  THE  NINE  MONTHS
                              ENDED  SEPTEMBER  30,     ENDED  SEPTEMBER  30,
                                  2005        2004          2005       2004
------------------------------------------------------------------------------
<S>                              <C>         <C>           <C>     <C>
(In thousands)
Service cost. . . . . . . . . .  $  38       $  36         $ 114      $ 122
Interest cost . . . . . . . . .     57          52           171        156
Expected return on plan assets.    (71)        (63)         (213)      (189)
Amortization of net losses. . .     24          23            72         71
------------------------------------------------------------------------------
Net periodic benefit cost . . .  $  48       $  48         $ 144      $ 160
==============================================================================
</TABLE>

The  Company previously disclosed in its financial statements for the year ended
December  31,  2004, that it expected to contribute $190,000 to its pension plan
in 2005.  As of September 30, 2005, $670,000 had been contributed to the pension
plan.  The  Company  contributed  more  than  expected  to avoid a PGBC (Pension
Benefit  Guaranty  Corporation)  variable  rate  premium.

                                      -6-
<PAGE>

(4)  DIVIDEND  RESTRICTIONS

The  Company maintains a restricted capital account with a $1.4 million balance,
representing  Pathfinder  Bancorp,  MHC's  portion  of  dividends  waived  as of
September  30,  2005.

(5)  COMPREHENSIVE  INCOME

The  components of other comprehensive (loss) income and related tax effects for
the  three month and nine month periods ended September 30, 2005 and 2004 are as
follows:

<TABLE>
<CAPTION>
                                                  For the three months    For the nine months
                                                    ended September         ended September
                                                      2005        2004       2005       2004
---------------------------------------------------------------------------------------------
<S>                                              <C>         <C>          <C>        <C>
(In thousands)
Gross change in unrealized gains on
  securities available for sale . . . . . . . .  $      209   $  1,316      $(355)  $  (567)
Reclassification adjustment for (gains) losses
  included in net income. . . . . . . . . . . .         192        (85)       192      (569)
---------------------------------------------------------------------------------------------
                                                         17      1,231       (547)   (1,136)
Tax effect. . . . . . . . . . . . . . . . . . .          (7)      (492)       219       455
---------------------------------------------------------------------------------------------
Net of tax amount . . . . . . . . . . . . . . .  $       10   $    739      $(328)  $  (681)
=============================================================================================
</TABLE>

(6)  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  $865,000  of  standby  letters  of credit as of
September  30,  2005.  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 payment required under the corresponding
guarantees.   The  current  amount of the liability as of September 30, 2005 for
guarantees  under  standby  letters  of  credit  issued  is  not  material.

(7)  NEW  ACCOUNTING  PRONOUNCEMENTS

In  December  2004,  the  Financial  Accounting  Standards  Board  (FASB) issued
Statement  No.  123(R),  "Share-Based  Payment."  Statement  No.  123(R) revised
Statement No. 123, "Accounting for Stock-Based Compensation," and supersedes APB
Opinion  No.  25,  "Accounting  for  Stock Issued to Employees," and its related
implementation  guidance.  Statement  No. 123(R) will require compensation costs
related  to  share-based  payment transactions to be recognized in the financial
statements  (with  limited exceptions).  The amount of compensation cost will be
measured  based  on  the  grant-date  fair  value  of  the  equity  or liability
instruments  issued.  Compensation  cost will be recognized over the period that
an  employee  provides  service  in  exchange  for  the  award.

On April 14, 2005, the Securities and Exchange Commission ("SEC") adopted a rule
that  amends  the  compliance  dates  for Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based
Payment"  ("SFAS  No.  123R").  Under the rule, the Company is required to adopt
SFAS  No.  123R in the first annual period beginning after June 15, 2005.  Since
the  Company's  options  are  fully  granted  and  vested,  the Company does not
anticipate  the  adoption  will  have  any  impact on the consolidated financial
statements.

                                      -7-
<PAGE>

In March 2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB No. 107"),
"Share-Based  Payment",  providing  guidance  on  option  valuation methods, the
accounting  for  income  tax  effects  of  share-based payment arrangements upon
adoption  of  SFAS  No.  123(R),  and  the disclosures in MD&A subsequent to the
adoption.  The  Company  will  provide  SAB  No.  107  required disclosures upon
adoption  of  SFAS  No.  123(R).

In  January 2003, the FASB's Emerging Issues Task Force (EITF) issued EITF Issue
No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to
Certain  Investors" ("EITF 03-1"), and in March 2004, the EITF issued an update.
EITF  03-1  addresses  the  meaning  of  other-than-temporary impairment and its
application  to  certain  debt  and  equity  securities.  EITF  03-1 aids in the
determination  of  impairment  of  an  investment  and  gives guidance as to the
measurement  of  impairment  loss  and  the  recognition  and  disclosures  of
other-than-temporary  investments.  EITF  03-1  also  provides a also provides a
model to determine other-than-temporary impairment using evidence-based judgment
about  the  recovery  of  the  fair  value  up  to the cost of the investment by
considering  the  severity  and  duration  of  the impairment in relation to the
forecasted  recovery  of  the  fair  value.  In  July  2005,  FASB  adopted  the
recommendation  of  its  staff  to  nullify key parts of EITF 03-1.  The staff's
recommendations  were to nullify the guidance on the determination of whether an
investment is impaired as set forth in paragraphs 10-18 of Issue 03-1 and not to
provide  additional  guidance on the meaning of other-than-temporary impairment.
Instead,  the  staff  recommends  entities  recognize  other-than-temporary
impairments  by  applying existing accounting literature such as paragraph 16 of
SFAS  115.

In  July 2005, the FASB issued a proposed interpretation of FAS 109, "Accounting
for  Income  Taxes",  to clarify certain aspects of accounting for uncertain tax
positions,  including issues related to the recognition and measurement of those
tax positions.  If adopted as proposed, the interpretation would be effective in
the  fourth  quarter  of  2005, and any adjustments required to be recorded as a
result  of adopting the interpretation would be reflected as a cumulative effect
from  a  change  in  accounting  principle.  We  are currently in the process of
determining  the  impact  of  adoption  of the interpretation as proposed on our
financial  position  or  results  of  operations.

In  October 2005, the FASB issued FASB Staff Position FAS 13-1 ("FSP FAS 13-1"),
which  requires  companies  to  expense  rental  costs associated with ground or
building  operating leases that are incurred during a construction period.  As a
result,  companies  that  are  currently  capitalizing  these  rental  costs are
required to expense them beginning in its first reporting period beginning after
December  15,  2005.  FSP  FAS 13-1 is effective for our Company as of the first
quarter of 2006.  We evaluated the provisions of FSB FAS 13-1 and do not believe
that  its  adoption  will  have  a  material  impact  on our Company's financial
condition  or  results  of  operations.

                                      -8-
<PAGE>

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

GENERAL

Throughout  the  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.  Pathfinder Commercial Bank, Pathfinder REIT, Inc.
and  Whispering  Oaks  Development  Corp. represent wholly owned subsidiaries of
Pathfinder  Bank.   At  September  30,  2005,  Pathfinder  Bancorp,  M.H.C., the
Company's  mutual  holding  company  parent,  held 64.3% of the Company's common
stock  and  the  public  held 35.7%.  Pathfinder Bancorp, M.H.C's operations and
financial  condition  are  not  consolidated  with  the  Company.

The  following discussion reviews the Company's financial condition at September
30,  2005  and  the  results  of  operations for the three and nine months ended
September  30,  2005  and  September  30,  2004.

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

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

The  Company's  net  income  is  primarily dependent on its net interest income,
which  is  the  difference  between interest income earned on its investments in
mortgage  loans,  investment  securities  and other loans, and its cost of funds
consisting  of  interest paid on deposits and borrowed funds.  The Company's net
income  is  also  affected  by  its provision for loan losses, as well as by the
amount  of  other  income,  including  income  from  fees and service charges on
deposit  accounts,  net  gains  and  losses  on  sales  of securities, loans and
foreclosed  real  estate,  and  other  expenses  such  as  salaries and employee
benefits,  building  occupancy  and  equipment costs, data processing and income
taxes.  Earnings  of  the  Company  also  are  affected significantly by general
economic  and  competitive  conditions,  particularly changes in market interest
rates,  government  policies and actions of regulatory authorities, which events
are  beyond  the  control  of  the Company.  In particular, the general level of
market  rates  tends  to  be  highly  cyclical.

                                      -9-
<PAGE>

APPLICATION  OF  CRITICAL  ACCOUNTING  POLICIES

The  Company's consolidated financial statements are prepared in accordance with
accounting  principles  generally  accepted  in  the  United  States  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 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 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 2004 Annual
Report  on Form 10-K ("the Consolidated Financial Statements").  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  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 September 30, 2005, the Company did not
hold any security that had a fair value decline that is currently expected to be
other  than  temporary.  During  the third quarter of 2005, management deemed an
equity  holding  in  FNMA  to  be other than temporarily impaired resulting in a
$116,000  reduction  in earnings, net of taxes.  Consequently, any declines in a
specific  security's  fair value below amortized cost have not been provided for
in  the  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.

EXECUTIVE  SUMMARY

Net  income  was  $116,000,  or  $0.05  per  share,  for  the three months ended
September  30,  2005  as  compared to $360,000, or $0.15 per share, for the same

                                      -10-
<PAGE>

period  in  2004.  For  the  nine  months  ended September 30, 2005, the Company
reported  net  income of $499,000, or $0.20 per share, compared to $1.2 million,
or  $0.50  per  share,  for  the same period in 2004.  The reduction in earnings
reflects  a  reduction  in gains on sales of securities and loans and foreclosed
real  estate  combined  with higher operating expenses, primarily related to the
new  branch  which  opened  in the second quarter of 2005, and the addition of a
Business  Development  Officer  in  the  first  quarter  of  2005  to  stimulate
commercial  loan  growth.  Additionally,  the write-down of an equity holding in
the  third  quarter  of  2005  reduced earnings by $116,000.  Earnings are being
challenged  by  a  flattening  yield  curve,  an  expanding delivery system, and
increased  regulatory  costs.  Over  the  past  year, the Company has focused on
enhancing  fee  income  sources  and  improving  asset  quality.  The Company is
developing  strategies  to  streamline  operations and reduce our administrative
costs  while  not  impacting  our  service  standards.

RESULTS  OF  OPERATIONS

The  return  on average assets and return on shareholders' equity were 0.15% and
2.16%,  respectively,  for  the  three months ended September 30, 2005, compared
with  0.48%  and  6.62%,  respectively, for the three months ended September 30,
2004.  During  the  third  quarter of 2005 when compared to the third quarter of
2004,  net interest income remained relatively consistent while net gains on the
sale  of  securities  and  loans/real  estate  decreased  by  $363,000 and other
expenses  increased  $173,000,  or  8%,  partially  offset  by a decrease in the
provision  for  loan  losses by 19%, or $21,000 and an increase in other income,
exclusive  of  net  gains  on  sales  of  securities  and  loans/real estate, by
$97,0000,  or  19%.

For  the  nine  months  ended  September  30,  2005,  net income was $499,000, a
decrease of $706,000, or 59%, as compared to net income of $1.2 million in 2004.
The  decrease in net income was primarily a result of a decrease in net gains on
the  sale  of securities and loans and foreclosed real estate of $980,000 and an
increase  in  other  expenses  of  $526,000,  partially offset by a reduction of
$178,000,  or  44%,  in  loan  loss provision, a $434,000, or 101%, reduction in
income taxes and an increase in other income, exclusive of net gains on sales of
securities and loans/real estate, by $219,000, or 15%.  Basic earnings per share
decreased  to  $0.20 per share for the nine months ended September 30, 2005 from
$0.50  for  the same period in 2004.  The return on average assets and return on
shareholders'  equity  were  0.22%  and  3.10%, respectively for the nine months
ended  September  30, 2005, compared with 0.54% and 7.40% for the same period in
2004.

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

Net  interest income, on a tax-equivalent basis, remained relatively constant at
$2.2  million for the three months ended September 30, 2005 when compared to the
same period of 2004.  The Company's net interest margin for the third quarter of
2005  decreased  to  3.21%  from  3.28%.  Management  expects  continued  margin
compression  to  adversely impact earnings over the near term. The flattening of
the  yield  curve  continues to have a negative impact on net interest margin as
longer-term  assets  reprice  at  relatively  static  rates  while  shorter-term
deposits  and  borrowings  reprice  at  higher  rates.  Average interest-earning
assets  increased  3%  to  $279.6  million  at September 30, 2005 as compared to
$271.6 million at September 30, 2004.  The increase in average earning assets is
primarily  attributable to a $11.3 million increase in investment securities and
a $2.1 million increase in loans, partially offset by a $5.5 million decrease in
interest-earning deposits. Average interest-bearing liabilities  increased  $4.6
million,  and  the  cost  of funds increased 33 basis points to 2.49% from 2.16%
for  the  same  period  in  2004.  The  increase  in  the  average  balance  of

                                      -11-
<PAGE>

interest-bearing  liabilities resulted primarily from a $7.0 million increase in
borrowed  funds,  partially  offset  by  a  $2.4  million  decrease in deposits.
Short-term  borrowings funded the temporary outflow of deposits and the increase
in  commercial  loan  demand  during  the  period.  The decrease in deposits was
primarily  due  to  a  reduction  in  the  average balance of NOW accounts, MMDA
accounts  and  Savings  accounts  of  18%,  11%,  an  5%,  respectively.  These
reductions  were  offset  by  an  11%  increase  in  time  deposits.

For  the  nine  months  ended  September  30,  2005,  net  interest income, on a
tax-equivalent basis, remained relatively consistent at $6.8 million as compared
to  the  same period during 2004.  Net interest margin decreased 5 basis points,
to  3.24%  at  September  30,  2005  from  3.29%  at September 30, 2004. Average
interest-earning  assets  increased  2%  to $280.3 million at September 30, 2005
as  compared  to  $274.2  million  at  September  30,  2004,  while the yield on
interest  earning  assets  increased 14 basis points to 5.45% from 5.31% for the
comparable  periods.   The  increase  in  average  earning  assets  is primarily
attributable  to  an  $10.5 million increase in investment securities, partially
offset  by  a  $4.2  million  decrease  in  interest-earning  deposits.  Average
interest-bearing  liabilities  increased  $11.6  million  and  the cost of funds
increased  16 basis points to 2.34% from 2.18% for  the  same  period  in  2004.
The  increase  in  the  average  balance  of  interest-bearing  liabilities
resulted  primarily  from  a  $11.9  million  increase  in  average  deposits.

INTEREST  INCOME

Total  interest  income,  on  a  tax-equivalent  basis,  for  the  quarter ended
September  30, 2005 increased $253,000, or 7%, to $3.9 million from $3.6 million
at  the quarter ended September 30, 2004.  Average loans increased $2.2 million,
to  $189.7 million, with average yields also increasing 17 basis points to 6.36%
for  the  second  quarter  of  2005.  Average  commercial  loans  increased $1.8
million,  or 14%, and experienced an increased average yield of 236 basis points
to  8.40% from 6.04% in 2004.  Average consumer loans increased $1.7 million, or
9%,  and  experienced  an  increase  in  average  yield of 77 basis points.  The
increase  in  the  yield on consumer loans resulted primarily from the effect of
the  200  basis  point  increase in the Bank's prime rate on the adjustable rate
home  equity  products.  Average  municipal loans increased $1.1 million with an
increase  in  the  average  tax-equivalent  yield  to  4.32% from 2.91% in 2004.
Increases  in  the  average  balance  of consumer, commercial and municipal loan
portfolios  were  offset  by a decrease in the average balance of the commercial
real  estate  loan  portfolio. The average balance of the commercial real estate
portfolio  decreased  $2.0  million, or 7%, while the average yield increased 20
basis  points  to  7.30%  in  2005.

Average investment securities for the quarter ended September 30, 2005 increased
by  $11.3  million,  compared to the same period a year ago, with an increase in
tax-equivalent interest income from investments of $153,000, or 22%, compared to
the  third  quarter  of 2004.  The average tax-equivalent yield of the portfolio
increased  24  basis  points,  to 3.82% from 3.58%.  The increase in the average
balance  of  investment  securities  is  a  result  of  the investment of excess
liquidity  into  the  securities portfolio in light of the slower loan portfolio
growth  in  the  first  six  months  of  2005.

Total  interest  income,  on  a  tax-equivalent basis, for the nine months ended
September  30,  2005 increased $543,000, or 5%, when compared to the nine months
ended  September  30,  2004.  Average loans decreased slightly to $188.3 million
from  $188.4  million  at  September 2004, with average yields declining 2 basis
points  to  6.27% from 6.29%. The average residential and commercial real estate
loan  portfolios  decreased  $1.9  million and $2.2 million, respectively. These
decreases  were offset by an increase in consumer loans of $3.8 million, or 18%.

For  the  nine  months  ended September 30, 2005, tax-equivalent interest income
from  investment  securities  increased  $575,000,  or 29%, compared to the same
period in 2004.   The average tax-equivalent yield of the portfolio increased 46
basis  points, to 3.84% from 3.38% combined with a $10.5 million increase in the
average  balance  of  investment  securities.

                                      -12-
<PAGE>

INTEREST  EXPENSE

Total  interest  expense increased $235,000 for the three months ended September
30,  2005,  when  compared to the same quarter in 2004.  Deposit expense for the
comparable  periods  increased  $141,000,  or  15%,  as the average rate paid on
higher  earning  money management accounts increased 69 basis points to 2.06% in
2005  from  1.37%  in  2004,  offset  by  a $4.7 million decrease in the average
balance  of  money  management  accounts.  The  average  cost  of  time deposits
increased  34  basis  points as existing time deposits matured and repriced into
higher  rates,  combined  with  an  11%  increase in the average balance of time
deposit  accounts to $92.2 million in 2005 from $82.7 million in 2004.  The cost
of  other  interest-bearing  deposits  decreased  20 basis points, to 0.50% from
0.70%  combined  with an 8%, or $7.1 million, decrease in the average balance of
these  deposits  resulted  in a $57,000 decrease in the cost of funds on NOW and
savings  accounts.  Interest expense on borrowings increased by $95,000, or 20%,
from  the  prior  period, resulting from a $7.0 million, or 17%, increase in the
average balance of borrowed funds, combined with an increase in the average cost
of  borrowed  funds  to  4.75% to 4.63%.  The increase in the cost of borrowings
primarily  resulted  from  an  increase in the average cost of the LIBOR (London
Interbank  Offered  Rate)  based  junior  subordinated  debentures to 6.91% from
4.89%.

For  the  nine  months  ended  September  30,  2005,  interest expense increased
$435,000, or 16%, to $3.1 million from $2.7 million for the same period in 2004.
The  average  deposit  balance increased $11.9 million, combined with a 17 basis
point  increase in the average cost of deposits to 1.88% from 1.71%. The average
cost  of  borrowed  funds  increased 25 basis points to 4.71% from 4.46%, offset
slightly  by  a  $300,000  decrease  in  the  average balance of borrowed funds.

PROVISION  FOR  LOAN  LOSSES

Provision  for loan losses for the quarter ended September 30, 2005 decreased to
$91,000  from  $112,000  for  the  same period in 2004, primarily as a result of
improved  asset  quality  and  stable  loan  balances.  The  Company's  ratio of
allowance  for  loan  losses  to  period  end  loans  has  decreased to 0.97% at
September  30,  2005  from  0.98%  at December 31, 2004.  Nonperforming loans to
period end loans decreased to 0.88% at September 30, 2005 from 0.99% at December
31,  2004.

For  the nine months ended September 30, 2005, the provision for loan losses was
$229,000 as compared to $407,000 for the same period in 2004 primarily resulting
from  improved  asset quality and flat loan growth, as provision and loan growth
move  in  lockstep.  Net  charge-offs  exceeded the provision for loan losses by
$26,000,  as  a  portion  of the charge-offs relating to commercial credits were
previously  provided  for  during  2004.

OTHER  INCOME

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

                                      -13-
<PAGE>

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

<TABLE>
<CAPTION>
                                                              Three Months                    Nine Months
                                                          Ended September 30,             Ended September 30,
-----------------------------------------------------------------------------------------------------------------------
                                                     2005     2004       Change         2005     2004      Change
-----------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
<S>                                                 <C>     <C>    <C>       <C>      <C>      <C>      <C>     <C>
Service charges on deposit accounts. . . . . . . .  $ 356   $ 251  $   105     41.8%  $  949   $   713  $ 236     33.1%
Loan servicing fees. . . . . . . . . . . . . . . .     61      66       (5)    -7.6%     146       184    (38)   -20.7%
Increase in value of bank owned life insurance . .     44      48       (4)    -8.3%     133       144    (11)    -7.6%
Net gains on sale of loans/foreclosed real estate.     42     128      (86)   -67.2%      30       249   (219)   -88.0%
Other operating income . . . . . . . . . . . . . .    138     137        1      0.7%     418       386     32      8.3%
-----------------------------------------------------------------------------------------------------------------------
Core noninterest income. . . . . . . . . . . . . .    641     630       11      1.7%   1,676     1,676      -      0.0%
Net gain on sales of securities. . . . . . . . . .   (192)     85     (277)  -325.9%    (192)      569   (761)  -133.7%
-----------------------------------------------------------------------------------------------------------------------
Total other income . . . . . . . . . . . . . . . .  $ 449   $ 715  $  (266)   -37.2%  $1,484   $ 2,245  $(761)   -33.9%
=======================================================================================================================
</TABLE>

For  the  three  months ended September 30, 2005, income from service charges on
deposit  accounts  increased  as the number of deposit accounts increased as the
new  Central  Square branch became fully operational in June 2005, combined with
an  increase  in fees associated with deposit accounts.  The decrease in the net
gain  on  sale  of  loans/foreclosed real estate is primarily due to fewer gains
recognized  on  loan  sales due to the decrease in the volume of loans sold into
the  secondary  market  and  a $16,000 loss recognized on the sale of foreclosed
real  estate.

For the nine months ended September 30, 2005 service charges on deposit accounts
increased  $236,000  due  to  an  enhanced deposit account fee program which was
implemented in the second quarter of 2005, combined with increased number of new
deposit accounts at the new branch location. The decrease in loan servicing fees
was primarily due to fewer gains recognized on loan sales due to the decrease in
the  volume of loans sold into the secondary market.  The  decrease in net gains
on  sale  of  loans/foreclosed  real  estate  was  primarily  due  to  a loss on
foreclosed  real  estate  in  the second and third quarters of 2005, fewer gains
recognized  on  loan  sales due to the decrease in the volume of loans sold into
the  secondary  market  and  a  $74,000  gain  recognized  on  a Whispering Oaks
Development  Inc.  lot  sale in 2004, which did not recur in 2005.  Other income
increased  primarily  as  a  result of increased foreign ATM fees and debit card
usage  fees.

The  increase  in other income for the nine months ended September 30, 2005, was
primarily  due  to  recognition  of  grant  income  for  the Leadership Training
program.  This  income  was  offset  by  corresponding  expenses  reflected  in
professional  fees.

The  decrease  in  the net gains on sales of investment securities for the three
and  nine  month  period  was the result of a $192,000 write down of an impaired
security,  combined with the gains recognized in the first and third quarters of
2004  on  the  sale  of  corporate  stock  and  mortgage-backed  securities.

OTHER  EXPENSES

The  following  table  sets  forth certain information on other expenses for the
quarters  indicated:

<TABLE>
<CAPTION>
                                              Three Months                    Nine Months
                                           Ended September 30,            Ended September 30,
----------------------------------------------------------------------------------------------------
                                     2005     2004       Change         2005     2004     Change
----------------------------------------------------------------------------------------------------
(Dollars in thousands)

<S>                                 <C>     <C>      <C>        <C>     <C>     <C>      <C>    <C>
Salaries and employee benefits . .  $1,290  $1,201  $    89    7.41%  $3,807  $ 3,584  $223    6.22%
Building occupancy . . . . . . . .     306     289       17    5.88%     878      897   (19)  -2.12%
Data processing. . . . . . . . . .     315     249       66   26.51%     928      703   225   32.01%
Professional and other services. .     184     165       19   11.52%     608      493   115   23.33%
Amortization of intangible assets.      55      55        -    0.00%     166      167    (1)  -0.60%
Other operating. . . . . . . . . .     343     361      (18)  -4.99%   1,036    1,053   (17)  -1.61%
-----------------------------------------------------------------------------------------------------
Total noninterest expense. . . . .  $2,493  $2,320  $   173    7.46%  $7,423  $ 6,897  $526    7.63%
=====================================================================================================
</TABLE>

                                      -14-
<PAGE>

For  the  three  months  and  nine months ended September 30, 2005, salaries and
employee  benefits  increased  as  a  result  of  increases  associated  with an
expanding  commercial  lending  sales force, the opening of a new branch in June
2005,  and  decreases  in  deferred  payroll  expense  as a result of fewer loan
originations.  The  Company  had 110 full time equivalent employees at September
30,  2005  compared  to  106  at  September  30,  2004.

The increase in building occupancy expenses for the three month period primarily
resulted  from  banking  house  and  furniture/fixture  depreciation,  expenses
incurred  with the sealing of all branch parking lots and utility/property taxes
at  the  new  branch.  The  nine  month  decrease  was  due to decreased machine
maintenance  expenses  and  a  significant reduction in snow removal costs which
occurred  in the first quarter of 2004. These decreases were offset by increased
depreciation  expense  and  operating  costs  at  the  new  branch.

The  increase in data processing charges for the three and nine month period was
primarily  due  to  depreciation  and  maintenance expense resulting from system
hardware  and  software acquisitions and increased check processing and internet
banking  charges  due to increased customer volume.  These increases were offset
by a reduction in ATM related expenses as the number of ATM's currently in place
has  decreased.

The  increase  in  professional  and other services for the three and nine month
period  was  primarily  due  to  consulting  expenses  associated  with  a  fee
enhancement  program,  a  leadership  training  program,  strategic  planning,
advertising  and  promotional  expenses  associated  with  the  opening of a new
branch,  and  a  capital  market analysis.  A portion of the expenses associated
with  the  leadership  training program was offset by corresponding grant income
recorded  in  other  income.

The  reduction  in  other operating expenses for the three and nine month period
ending  September  30,  2005,  was  primarily  due  to decreased postage expense
associated  with  the  Nyberg checking account acquisition program in 2004 and a
reduction in home equity no cost closing costs and mortgage recording tax due to
a  lower  volume  of  home  equity  loans  originated.

INCOME  TAX  EXPENSE

Income  taxes  decreased  $175,000  for  the quarter ended September 30, 2005 as
compared to the same period in 2004, which was attributable to a decrease in the
Company's  pre-tax  income  combined  with  an  increase  in tax-exempt interest
income.   The  effective  tax rate was -1.0% for the nine months ended September
30,  2005,  compared to 26.3% for the nine months ended September 30, 2004.  The
decrease  in  the  effective  tax  rate  resulted  primarily from an increase in
tax-exempt  interest  income in proportion to total taxable income.  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
savings  strategies.


CHANGES  IN  FINANCIAL  CONDITION

ASSETS

Total assets increased approximately $1.0 million to $303.1 million at September
30, 2005, from $302.0 million at December 31, 2004. The increase in total assets
was  primarily  the  result  of  an  increase  in  investment securities of $9.4
million,  or  13%,  offset  by a $5.6 million, or 39%, decrease in cash and cash
equivalents,  a $2.2 million decrease in mortgage loans held for sale and a $1.5
million  decrease  in net loans receivable.  The growth in investment securities
was  primarily funded with liquidity resulting from deposit growth outpacing net
loan  originations.

At  September 30, 2005, the securities balance included a net unrealized loss on
available for sale securities of $548,000, net of taxes, versus a net unrealized
loss  of  $306,000, net of taxes at December 31, 2004.  The increase in interest

                                      -15-
<PAGE>

rates  during  2005  and 2004 led to the decline in the fair value of securities
during  2005.  Management has determined that the declines in fair value are not
other  than  temporary.  During  the third quarter of 2005, management deemed an
equity  holding  in  Federal  National  Mortgage  Association  to  be other than
temporarily  impaired  and  wrote  down  the holding to its fair value, reducing
earnings  by  $116,0000,  net  of  taxes.

LIABILITIES

Total liabilities increased $1.3 million to $281.5 million at September 30, 2005
from  $280.2  million  at  December  31,  2004.  The  increase in liabilities is
primarily  due  to  a  $4.2 and $1.0 million increase in deposits and short-term
borrowings,  respectively,  offset  by  a  $4.0  million  reduction in long-term
borrowings.  The  increase in deposits was primarily due to new deposit accounts
associated  with  the  opening  of  the Central Square branch in June 2005.  The
increase  in  short-term  borrowings  is  a  result  of cyclical declines in the
deposit balances of certain large municipal customers during the second quarter.
These  deposit  outflows caused the organization to rely on short-term wholesale
borrowings  for  liquidity  needs.

LOAN  AND  ASSET  QUALITY  AND  ALLOWANCE  FOR  LOAN  LOSSES

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

<TABLE>
<CAPTION>
                                                                           For the Period Ending
-----------------------------------------------------------------------------------------------------------
(In thousands)                                                 September 30,  December 31,    September 30,
                                                                    2005           2004            2004
-----------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>             <C>
Nonaccrual loans:
Commercial . . . . . . . . . . . . . . . . . . . .             $       336     $       776     $      2,135
Consumer . . . . . . . . . . . . . . . . . . . . .                     126             122              117
Real estate -  Construction. . . . . . . . . . . .                       0               0                0
               Mortgage      . . . . . . . . . . .                   1,179             953              699
-----------------------------------------------------------------------------------------------------------
Total nonaccrual loans . . . . . . . . . . . . . .                   1,641           1,851            2,951
Loans past due 90 days or more and still accruing.                       0               0                0
-----------------------------------------------------------------------------------------------------------
Total non-performing loans . . . . . . . . . . . .                   1,641           1,851            2,951
Foreclosed real estate . . . . . . . . . . . . . .                     935             798              247
-----------------------------------------------------------------------------------------------------------
Total non-performing assets. . . . . . . . . . . .                   2,576           2,649            3,198
-----------------------------------------------------------------------------------------------------------
Non-performing loans to total loans. . . . . . . .                    0.88%           0.98%            1.57%
Non-performing assets to total assets. . . . . . .                    0.85%           0.88%            1.06%
-----------------------------------------------------------------------------------------------------------
</TABLE>

Total  nonperforming  loans  and  foreclosed  real  estate at September 30, 2005
decreased  11% when compared to December 31, 2004.  Nonperforming loans continue
to  be  addressed primarily through increased collection efforts and foreclosure
proceedings.  Management believes that adequate reserves exist for any potential
losses  that  may  occur  from  the  remediation  process.

The  allowance  for loan losses at September 30, 2005 was $1.8 million, or 0.97%
of period end loans, compared to 0.98% of period end loans at December 31, 2004.

CAPITAL

Shareholders'  equity  decreased  $248,000, or 1%, to $21.6 million at September
30,  2005.  The  decrease  in  shareholders'  equity  primarily  resulted from a
$328,000  increase  in  accumulated  other  comprehensive  loss  and  a  $94,000
reduction  in  retained  earnings,  partially  offset  by a $141,000 increase in
additional  paid in capital and a $33,000 increase in unearned ESOP shares.  The
Company  added  $499,000  to  retained  earnings through net income and returned
$593,000  to  its  shareholders  in  the  form of cash dividends.  The Company's

                                      -16-
<PAGE>

mutual  holding company parent, Pathfinder Bancorp, M.H.C, accepted the dividend
for  the  quarter  ended  September  30,  2005.  (See  Footnote  4).

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 September 30, 2005, 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 and reduce
assets  to  meet  deposit  withdrawals, to maintain reserve requirements, and to
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 mortgage backed securities and maturities of investment securities and
other  short-term  investments, and earnings and funds provided from operations.
While  scheduled  principal  repayments  on  loans  are a relatively predictable
source  of  funds,  deposit flows and loan prepayments are greatly influenced by
general  interest  rates,  economic  conditions  and  competition.  The  Company
manages  the  pricing  of  deposits  to  maintain a desired deposit balance.  In
addition,  the  Company invests excess funds in short-term, interest-earning and
other assets, which provide liquidity to meet lending requirements, and utilizes
short-term  borrowings  as  a  source  of  liquidity  when  necessary.

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  Asset  Liability  Management Committee (ALCO) of the Company is responsible
for  implementing  the  policies  and  guidelines for the maintenance of prudent
levels of liquidity.  As of September 30, 2005, management reported to the Board
of  Directors  that  the  Company  is  in  compliance  with its liquidity policy
guidelines.

                                      -17-
<PAGE>

ITEM  3  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

The  Company  continues  to  aggressively  pursue delinquent loan relationships.
While  this  aggressive  pursuit,  combined  with conservative provisioning, has
improved  the  overall  quality  of  the  loan  portfolio,  it has resulted in a
temporary  increase  in  foreclosed  real  estate.  The  Company's  risk of loss
arising  from  adverse  changes  in  the fair value of financial instruments, or
market  risk,  is  composed  primarily of interest rate risk.  The management of
interest rate sensitivity seeks to avoid fluctuating net interest margins and to
provide  consistent  net  interest  income  through periods of changing interest
rates.  The  primary  objective  of  the  Company's  asset-liability  management
activities  is  to  maximize  net  interest  income while maintaining acceptable
levels  of  interest  rate  risk.  The Company has an Asset-Liability Management
Committee  (ALCO)  which  is  responsible  for  establishing  policies  to limit
exposure  to  interest  rate  risk,  and to ensure procedures are established to
monitor  compliance  with those policies. Those procedures include reviewing the
Company's  assets  and  liability  policies,  setting  prices  and  terms  on
rate-sensitive  products,  and  monitoring  and measuring the impact of interest
rate  changes  on  the  Company's  earnings and capital.  The Company's Board of
Directors  reviews  the  guidelines  established  by  ALCO.

Since  June  of 2004, the Federal Reserve has raised its key short-term interest
rate  300  basis  points.  Management  anticipates that the Federal Reserve will
continue  to  raise  its  target  interest rate over the foreseeable future. Net
interest  margin compression has resulted as the yield curve flattens from sharp
increases  in  short-term  interest  rate  while longer-term rates have remained
relatively stable. Management will continue to seek to minimize any reduction in
net  interest  income  in  a  period  of rising short-term interest rates to the
extent  that  it  can  resist raising its cost of funds during this period.  The
Company  is  continuing  to explore transactions and strategies to both increase
its  net  interest  income  and  minimize  its  interest  rate  risk.

GAP  ANALYSIS.  At  September  30,  2005, the total interest bearing liabilities
maturing  or  repricing  within  one year exceeded total interest-earning assets
maturing  or  repricing  in  the  same  period  by $48.0 million, representing a
cumulative  one-year  gap  ratio  of  a  negative  15.85%.

EARNINGS  AT  RISK AND VALUE AT RISK.  Management believes the simulation of net
interest  income  (Earnings  at Risk) and net portfolio value (Value at Risk) in
different  interest  rate  environments  provides  a  more meaningful measure of
interest  rate  risk.  Income simulation analysis captures both the potential of
all  assets  and  liabilities to mature or reprice and the probability that they
will  do  so.  Income  simulation  also  attends  to  the relative interest rate
sensitivities  of  these  items,  and  projects  their behavior over an extended
period  of  time.  Finally,  income  simulation permits management to assess the
probable effects on the balance sheet not only of changes in interest rates, but
also  of  proposed  strategies  for  responding  to  them.  Net  portfolio value
represents  the  fair  value  of  net  assets (determined as the market value of
assets  minus  the  market  value  of  liabilities  using a discounted cash flow
technique).

                                      -18-
<PAGE>

The  following table measures the Company's interest rate risk exposure in terms
of the percentage change in its net interest income and net portfolio value as a
result  of hypothetical changes in 100 basis point increments in market interest
rates.  The  table  quantifies  the  changes  in  net  interest  income  and net
portfolio  value  to parallel shifts in the yield curve.  The column "Percentage
Change  in  Net  Interest Income" measures the change to the next twelve month's
projected  net  interest income, due to parallel shifts in the yield curve.  The
column  "Percentage  Change  in  Net  Portfolio  Value"  measures changes in the
current  fair  value  of  assets and liabilities to parallel shifts in the yield
curve.  The  column  "NPV Capital Ratio" measures the ratio of the fair value of
net  assets  to the fair value of total assets at the base case and in 100 basis
point incremental interest rate shocks.  Currently, the Company's model projects
a  300 basis point increase and a 200 basis point decrease during the next year.
Given  the current interest rate environment, the Company's ALCO believed it was
a better measure of current risk assuming a minus 200 point scenario, as a minus
300 basis point reduction would be unlikely given that current short-term market
interest  rates  remain  at  low levels since the beginning of 2003. The Company
uses  these percentage changes as a means to measure interest rate risk exposure
and quantifies those changes against guidelines set by the Board of Directors as
part  of  the  Company's  Interest  Rate  Risk  policy.

<TABLE>
<CAPTION>

Change in    NPV
Interest   Capital   Earnings    Value
Rates       Ratio     at Risk   as Risk
---------  --------  ---------  --------
<S>        <C>       <C>        <C>
300 . . .     7.64%    -16.29%   -34.46%
200 . . .     8.75%    -10.70%   -22.82%
100 . . .     9.83%     -5.24%   -10.90%
0            10.74%      ----      ----
-100. . .    11.17%      3.82%     6.22%
-200. . .    10.96%      2.86%     6.28%
</TABLE>

                                      -19-
<PAGE>

ITEM  4  -  CONTROLS  AND  PROCEDURES

Under  the  supervision  and with the participation of the Company's management,
including  our  Chief Executive Officer and Chief Financial Officer, the Company
has  evaluated  the  effectiveness of the design and operation of its disclosure
controls  and  procedures  (as defined in Rule 13a-15(e) and 15d-15(e) under the
Exchange  Act)  as  of  the  end of the period covered by this quarterly report.
Based  upon  that  evaluation,  the  Chief Executive Officer and Chief Financial
Officer  concluded that, as of the end of the period covered by this report, the
Company's  disclosure  controls  and  procedures  are  effective  to ensure that
information  required  to  be disclosed in the reports that the Company files or
submits  under  the  Securities  Exchange  Act  of  1934 is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  There  has  been  no  change  in the
Company's  internal  control  over  financial  reporting  during the most recent
fiscal  quarter  that  has  materially  affected,  or  is  reasonable  likely to
materially  affect,  the  Company's  internal  control over financial reporting.

                                      -20-
<PAGE>

PART  II  -  OTHER  INFORMATION

ITEM  1  -  LEGAL  PROCEEDINGS
------------------------------

None

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

None

ITEM  3  -  DEFAULTS  UPON  SENIOR  SECURITIES
----------------------------------------------

None

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

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


SIGNATURES


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




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



November  14,  2005     /s/  Thomas  W.  Schneider
---------------------------------------------------------------
Date:                   Thomas  W.  Schneider
                        President,  Chief  Executive  Officer


November  14,  2005    /s/  James  A.  Dowd
---------------------------------------------------------------
Date:                  James  A.  Dowd
                       Vice  President,  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  the  September 30, 2005 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.


November  14,  2005           /s/  Thomas  W.  Schneider
------------------------------------------------------------------------
Date                          Thomas  W.  Schneider
                              President  and  Chief  Executive  Officer

<PAGE>
EXHIBIT  31.2

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

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


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

1.   I  have  reviewed  the  September 30, 2005 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.


November  14,  2005           /s/  James A. Dowd
-----------------------------------------------------------------------------
Date                          James A. Dowd
                              Vice President  and  Chief  Financial  Officer

<PAGE>
EXHIBIT  32.1

  Section 1350 Certification of the Chief Executive and Chief Financial Officer

                            Certification pursuant to
                             18 U.S.C. Section 1350,
                             as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



Thomas  W.  Schneider, President and Chief Executive Officer, and James A. Dowd,
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  September  30,  2005  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.




November  14,  2005           /s/  Thomas  W.  Schneider
------------------------------------------------------------------------
Date                          Thomas  W.  Schneider
                              President  and  Chief  Executive  Officer


November  14,  2005           /s/  James A. Dowd
-----------------------------------------------------------------------------
Date                          James A. Dowd
                              Vice President  and  Chief  Financial  Officer