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

                                    FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
                           QUARTER ENDED JUNE 30, 2002

                         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  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:  There were 2,605,563 shares
of  the  Company's  common  stock  outstanding  as  of  August  09,  2002.

<PAGE>

<TABLE>
<CAPTION>


                                 PATHFINDER BANCORP, INC.
                                           INDEX



PART 1.         FINANCIAL INFORMATION                                               PAGE

Item 1.          Financial Statements
<S>                                                                                <C>
                     Consolidated Balance Sheets. . . . . . . . . . . . . . . . .        1
                     Consolidated Statements of Income. . . . . . . . . . . . . .    2 - 3
                     Consolidated Statements of Shareholders' Equity. . . . . . .        4
                     Consolidated Statements of Cash Flow . . . . . . . . . . . .    5 - 6
                     Notes to Consolidated Financial Statements . . . . . . . . .    7 - 8

Item 2.         Management's Discussion and Analysis of Financial . . . . . . . .   9 - 15
                Condition and Results of Operations

Item 3.         Quantitative and Qualitative Disclosure about Market Risk . . . .  16 - 18


PART II        OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . .  19 - 20

                     Item 1.  Legal proceedings
                     Item 2.  Change in securities
                     Item 3.  Defaults upon senior securities
                     Item 4.  Submission of matters to a vote of security holders
                     Item 5.  Other information

Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . .       21

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       22
<PAGE>
</TABLE>


<TABLE>
<CAPTION>

                                  PATHFINDER BANCORP, INC.
                           CONSOLIDATED STATEMENTS OF CONDITION
                     June 30, 2002 (unaudited) and December 31, 2001


                                                              June 30,      December 31,
      ASSETS                                                    2002            2001
----------------------------------------------------------  -------------  --------------
<S>                                                         <C>            <C>
Cash and due from banks. . . . . . . . . . . . . . . . . .  $  6,916,217   $   5,284,917
Interest earning deposits. . . . . . . . . . . . . . . . .    10,260,241       2,160,927
                                                            -------------  --------------
         Total cash and cash equivalents . . . . . . . . .    17,176,458       7,445,844
Investment securities. . . . . . . . . . . . . . . . . . .    50,701,134      53,422,149
Mortgage loans held-for-sale . . . . . . . . . . . . . . .     3,031,081       5,270,999
Loans:
  Real estate residential. . . . . . . . . . . . . . . . .   123,443,653     116,101,197
  Real estate commercial . . . . . . . . . . . . . . . . .    32,029,605      30,454,798
  Consumer . . . . . . . . . . . . . . . . . . . . . . . .     2,890,272       3,353,133
  Commercial . . . . . . . . . . . . . . . . . . . . . . .    14,755,683      14,357,635
                                                            -------------  --------------
  Total loans. . . . . . . . . . . . . . . . . . . . . . .   173,119,213     164,266,763
  Less: Allowance for loan losses. . . . . . . . . . . . .     2,166,615       1,679,215
                                                            -------------  --------------
    Loans receivable, net. . . . . . . . . . . . . . . . .   170,952,598     162,587,548
Premises and equipment, net. . . . . . . . . . . . . . . .     5,174,112       4,929,433
Accrued interest receivable. . . . . . . . . . . . . . . .     1,215,752       1,465,347
Other real estate. . . . . . . . . . . . . . . . . . . . .       439,090         632,465
Intangible assets, net . . . . . . . . . . . . . . . . . .     2,183,976       2,341,854
Other assets . . . . . . . . . . . . . . . . . . . . . . .     7,091,941       6,270,671
                                                            -------------  --------------
    Total assets . . . . . . . . . . . . . . . . . . . . .  $257,966,142   $ 244,366,310
                                                            =============  ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
----------------------------------------------------------
Deposits:
  Interest bearing . . . . . . . . . . . . . . . . . . . .  $163,906,124   $ 156,553,658
  Non-interest bearing . . . . . . . . . . . . . . . . . .    13,440,320      13,035,489
                                                            -------------  --------------
    Total deposits . . . . . . . . . . . . . . . . . . . .   177,346,444     169,589,147
Borrowed funds . . . . . . . . . . . . . . . . . . . . . .    49,440,500      49,440,500
Company obligated mandatorily redeemable preferred
   securities of subsidiary, Pathfinder Statutory Trust I,
   holding solely junior subordinated debentures of
   the Company . . . . . . . . . . . . . . . . . . . . . .     5,000,000               -
Other liabilities. . . . . . . . . . . . . . . . . . . . .     3,199,344       3,151,914
                                                            -------------  --------------
    Total liabilities. . . . . . . . . . . . . . . . . . .   234,986,288     222,181,561
Shareholders' equity:
  Preferred stock, authorized shares 1,000,000;
   no shares issued or outstanding . . . . . . . . . . . .             -               -
  Common stock, par value $.01 per share; authorized
   10,000,000 shares; issued 2,902,436 shares; and
   2,605,563 and 2,600,995 shares outstanding for
   2001 and 2002, respectively.. . . . . . . . . . . . . .        29,024          28,942
  Additional paid in capital . . . . . . . . . . . . . . .     7,007,109       6,917,817
  Retained earnings. . . . . . . . . . . . . . . . . . . .    19,690,594      19,015,639
  Accumulated other comprehensive income . . . . . . . . .       134,427          80,652
  Unearned ESOP shares . . . . . . . . . . . . . . . . . .      (147,306)       (173,142)
  Treasury stock, at cost;
    296,873 and 293,225 shares, respectively . . . . . . .    (3,733,994)     (3,685,159)
                                                            -------------  --------------
  Total shareholders' equity . . . . . . . . . . . . . . .    22,979,854      22,184,749
                                                            -------------  --------------
  Total liabilities and shareholders' equity . . . . . . .  $257,966,142   $ 244,366,310
                                                            =============  ==============
</TABLE>
  The  accompanying  notes are an integral part of the consolidated financial
statements

                                        1
<PAGE>

<TABLE>
<CAPTION>

                                   PATHFINDER BANCORP, INC.
                              CONSOLIDATED STATEMENTS OF INCOME
                  FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001
                                         (UNAUDITED)


                                                               June 30, 2002   June 30, 2001
                                                               --------------  --------------

INTEREST INCOME:
<S>                                                            <C>             <C>
  Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    3,244,249  $    3,092,902
  Interest and dividends on investments:
    U.S. Treasury and agencies. . . . . . . . . . . . . . . .          26,465         116,746
    State and political subdivisions. . . . . . . . . . . . .          78,260          85,985
    Corporate obligations . . . . . . . . . . . . . . . . . .         310,436         382,704
    Marketable equity securities. . . . . . . . . . . . . . .          37,740          40,217
    Mortgage-backed securities. . . . . . . . . . . . . . . .         204,900         333,714
    Federal funds sold and interest-bearing deposits. . . . .          11,288          22,896
                                                               --------------  --------------
       Total interest income. . . . . . . . . . . . . . . . .       3,913,338       4,075,164

INTEREST EXPENSE:
  Interest on deposits. . . . . . . . . . . . . . . . . . . .       1,170,377       1,597,480
  Interest on borrowed funds. . . . . . . . . . . . . . . . .         558,570         583,702
                                                               --------------  --------------
       Total interest expense . . . . . . . . . . . . . . . .       1,728,947       2,181,182
                                                               --------------  --------------

          Net interest income . . . . . . . . . . . . . . . .       2,184,391       1,893,982
  Provision for loan losses . . . . . . . . . . . . . . . . .         907,348         419,028
                                                               --------------  --------------
          Net interest income after provision for loan losses       1,277,043       1,474,954
                                                               --------------  --------------

OTHER INCOME:
  Service charges on deposit accounts . . . . . . . . . . . .         155,004         139,127
  Loan servicing fees . . . . . . . . . . . . . . . . . . . .          78,419          36,093
  Increase in value of bank owned life insurance. . . . . . .          45,582          41,851
  Net gain on securities, loans and other real estate . . . .         712,197         422,029
  Other charges, commissions & fees . . . . . . . . . . . . .         120,260         108,763
                                                               --------------  --------------
          Total other income. . . . . . . . . . . . . . . . .       1,111,462         747,863
                                                               --------------  --------------

OTHER EXPENSES:
  Salaries and employee benefits. . . . . . . . . . . . . . .         950,666         727,648
  Building occupancy. . . . . . . . . . . . . . . . . . . . .         189,495         196,522
  Data processing expenses. . . . . . . . . . . . . . . . . .         183,382         186,606
  Professional and other services . . . . . . . . . . . . . .         224,643         186,006
  Amortization of intangible asset. . . . . . . . . . . . . .          78,939          78,939
  Other expenses. . . . . . . . . . . . . . . . . . . . . . .         341,515         350,805
          Total other expenses. . . . . . . . . . . . . . . .       1,968,640       1,726,526
                                                               --------------  --------------

Income before income taxes. . . . . . . . . . . . . . . . . .         419,865         496,291
Provision for income taxes. . . . . . . . . . . . . . . . . .         108,047         140,286
                                                               --------------  --------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . .  $      311,818  $      356,005
                                                               --------------  --------------

     NET INCOME PER SHARE - BASIC . . . . . . . . . . . . . .  $         0.12  $         0.14
                                                               ==============  ==============
     NET INCOME PER SHARE - DILUTED . . . . . . . . . . . . .  $         0.12  $         0.14
                                                               ==============  ==============

</TABLE>

                                        2
<PAGE>


<TABLE>
<CAPTION>
                            PATHFINDER BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
            For the six months ended June 30, 2002 and June 30, 2001

                                     (unaudited)


                                                                June 30,    June 30,
                                                                  2002        2001
                                                               ----------  ----------
INTEREST INCOME:
<S>                                                            <C>         <C>
  Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .  $6,501,611  $6,226,222
  Interest and dividends on investments:
    U.S. Treasury and agencies. . . . . . . . . . . . . . . .      64,514     238,340
    State and political subdivisions. . . . . . . . . . . . .     157,463     172,576
    Corporate obligations . . . . . . . . . . . . . . . . . .     627,749     791,813
    Marketable equity securities. . . . . . . . . . . . . . .      61,571      83,116
    Mortgage-backed . . . . . . . . . . . . . . . . . . . . .     474,373     696,286
    Federal funds sold and interest-bearing deposits. . . . .      15,140      24,271
                                                               ----------  ----------
      Total interest income . . . . . . . . . . . . . . . . .   7,902,421   8,232,624
                                                               ----------  ----------

INTEREST EXPENSE:
  Interest on deposits. . . . . . . . . . . . . . . . . . . .   2,390,706   3,215,268
  Interest on borrowed funds. . . . . . . . . . . . . . . . .   1,128,463   1,274,671
                                                               ----------  ----------
    Total interest expense. . . . . . . . . . . . . . . . . .   3,519,169   4,489,939
                                                               ----------  ----------
          Net interest income . . . . . . . . . . . . . . . .   4,383,252   3,742,685
  Provision for loan losses . . . . . . . . . . . . . . . . .   1,069,581     540,211
                                                               ----------  ----------
          Net interest income after provision for loan losses   3,313,671   3,202,474
                                                               ----------  ----------

OTHER INCOME:
  Service charges on deposit accounts . . . . . . . . . . . .     296,708     255,866
  Loan servicing fees . . . . . . . . . . . . . . . . . . . .     123,741      72,217
  Increase in value of Company owned life insurance . . . . .     120,164      81,173
  Net gain on securities, loans and other real estate . . . .     745,594     491,335
  Other charges, commission and fees. . . . . . . . . . . . .     225,130     210,781
                                                               ----------  ----------
    Total other income. . . . . . . . . . . . . . . . . . . .   1,511,337   1,111,372
                                                               ----------  ----------

OTHER EXPENSES:
  Salaries and employee benefits. . . . . . . . . . . . . . .   1,734,542   1,487,210
  Building occupancy. . . . . . . . . . . . . . . . . . . . .     369,234     427,111
  Data processing expenses. . . . . . . . . . . . . . . . . .     401,394     374,156
  Professional and other services . . . . . . . . . . . . . .     405,677     355,524
  Amortization of intangible asset. . . . . . . . . . . . . .     157,878     157,878
  Other expenses. . . . . . . . . . . . . . . . . . . . . . .     664,267     635,317
                                                               ----------  ----------
    Total other expenses. . . . . . . . . . . . . . . . . . .   3,732,992   3,437,196
                                                               ----------  ----------
Income before income taxes. . . . . . . . . . . . . . . . . .   1,092,016     876,650
Provision for income taxes. . . . . . . . . . . . . . . . . .     277,801     254,020
                                                               ----------  ----------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . .  $  814,215  $  622,630
                                                               ==========  ==========

NET INCOME PER SHARE - BASIC. . . . . . . . . . . . . . . . .  $     0.32  $     0.24
                                                               ==========  ==========
NET INCOME PER SHARE - DILUTED. . . . . . . . . . . . . . . .  $     0.31  $     0.24
                                                               ==========  ==========
</TABLE>

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

                                        3
<PAGE>
<TABLE>
<CAPTION>

                                  PATHFINDER BANCORP, INC.
                        STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                               SIX MONTHS ENDED JUNE 30, 2002
                                         (unaudited)


                                          Additional
                                     Common Stock Issued   Paid in    Retained
                                            Shares          Amount    Capital     Earnings
                                     --------------------  --------  ----------  -----------
<S>                                  <C>                   <C>       <C>         <C>
BALANCE, DECEMBER 31, 2001. . . . .            2,894,220   $ 28,942  $6,917,817  $19,015,639

Comprehensive income:
  Net income. . . . . . . . . . . .              814,215

ESOP shares earned. . . . . . . . .               32,741
Stock option exercised. . . . . . .                8,216         82      56,551
Treasury stock purchased
Dividends declared ($.14 per share)             (139,260)
                                     --------------------
BALANCE, JUNE 30, 2002. . . . . . .            2,902,436   $ 29,024  $7,007,109  $19,690,594
                                     ====================  ========  ==========  ===========
</TABLE>


<TABLE>
<CAPTION>



                                               Accumulated
                                               Other Com-       Unearned
                                              Comprehensive    prehensive      ESOP       Treasury
                                              Income(Loss)       Income       Shares       Stock         Total
                                             ---------------  ------------  ----------  ------------  -----------
<S>                                          <C>              <C>           <C>         <C>           <C>
BALANCE, DECEMBER 31, 2001. . . . . . . . .  $            -   $    80,652   $(173,142)  $(3,685,159)  $22,184,749

Comprehensive income:
  Net income. . . . . . . . . . . . . . . .         814,215       814,215
  Other comprehensive income, net of tax
     Unrealized gains on securities:
     Unrealized holding gains arising
       during period. . . . . . . . . . . .         706,646
     Reclassification adjustment for gains
       included in net income . . . . . . .        (617,320)
                                             ---------------
  Other comprehensive income, before tax. .          89,326
  Income tax provision. . . . . . . . . . .         (35,551)
                                             ---------------
  Other comprehensive income, net of tax. .          53,775        53,775      53,775
                                             ---------------
Comprehensive income: . . . . . . . . . . .         867,990
                                             ===============

ESOP shares earned. . . . . . . . . . . . .          25,836        58,577
Stock option exercised. . . . . . . . . . .          56,633
Treasury stock purchased. . . . . . . . . .         (48,835)      (48,835)
Dividends declared ($.14 per share) . . . .        (139,260)
                                             ---------------
BALANCE, JUNE 30, 2002. . . . . . . . . . .  $            -   $   134,427   $(147,306)  $(3,733,994)  $22,979,854
                                             ===============  ============  ==========  ============  ===========
</TABLE>


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




                                        4
<PAGE>

<TABLE>
<CAPTION>

                            PATHFINDER BANCORP, INC.
                            STATEMENTS OF CASH FLOWS
                        June 30, 2002 and June 30, 2001
                                  (unaudited)


                                                                     June 30,       June 30,
                                                                       2002           2001
                                                                   -------------  ------------
OPERATING ACTIVITIES:
<S>                                                                <C>            <C>
  Net income. . . . . . . . . . . . . . . . . . . . . . . . . . .  $    814,215   $   622,630
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Provision for loan losses . . . . . . . . . . . . . . . . . . .     1,069,581       540,211
  ESOP and other stock-based compensation earned. . . . . . . . .        58,577        33,946
  Deferred income tax provision . . . . . . . . . . . . . . . . .             -       129,522
  Proceeds from sale of loans . . . . . . . . . . . . . . . . . .    13,202,434     8,038,416
  Originations of loans held-for-sale . . . . . . . . . . . . . .   (10,945,433)   (9,010,664)
  Realized loss/(gain) on:
    Sale of real estate acquired through foreclosure. . . . . . .         1,788        30,733
    Sale of loans . . . . . . . . . . . . . . . . . . . . . . . .       (17,083)      (25,351)
    Available-for-sale investment securities. . . . . . . . . . .      (617,320)     (444,974)
  Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . .       235,698       237,604
  Amortization of intangibles . . . . . . . . . . . . . . . . . .       157,878       157,878
  Increase in surrender value of bank owned life insurance. . . .      (120,164)      (81,173)
  Net accretion of premiums and discounts
     on investment securities . . . . . . . . . . . . . . . . . .       (11,470)       (8,524)
  Decrease in interest receivable . . . . . . . . . . . . . . . .       249,595       103,215
  Net change in other assets and liabilities. . . . . . . . . . .      (689,696)     (888,411)
                                                                   -------------  ------------
 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES. . . . . . .     3,388,600      (564,942)
                                                                   -------------  ------------

INVESTING ACTIVITIES
  Purchase of investment securities available-for-sale. . . . . .    (3,299,497)   (1,043,834)
  Proceeds from maturities and principle reductions of
      investment securities available-for-sale. . . . . . . . . .     4,936,777     2,936,605
  Proceeds from sale of:
      Real estate acquired through foreclosure. . . . . . . . . .       295,946       103,551
      Available-for-sale investment securities. . . . . . . . . .     1,801,851     2,696,347
  Net increase in loans . . . . . . . . . . . . . . . . . . . . .    (9,538,990)   (1,734,476)
  Purchase of premises and equipment. . . . . . . . . . . . . . .      (480,377)     (156,270)
                                                                   -------------  ------------
 NET CASH (USED IN) PROVIDED BY  INVESTING ACTIVITIES . . . . . .    (6,284,290)    2,801,923
                                                                   -------------  ------------

FINANCING ACTIVITIES
  Net increase in demand, NOW, savings, money market
       and escrow deposit accounts. . . . . . . . . . . . . . . .     7,536,973     5,147,475
  Net increase in time deposits . . . . . . . . . . . . . . . . .       220,324     2,668,968
  Net repayments from borrowings. . . . . . . . . . . . . . . . .             -    (5,154,000)
  Proceeds from trust preferred obligation. . . . . . . . . . . .     5,000,000             -
  Proceeds from exercise of stock options . . . . . . . . . . . .        56,633             -
  Cash dividends. . . . . . . . . . . . . . . . . . . . . . . . .      (138,791)     (313,125)
  Treasury stock purchased. . . . . . . . . . . . . . . . . . . .       (48,835)            -
                                                                   -------------  ------------
  NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . . . .    12,626,304     2,349,318
                                                                   -------------  ------------
  INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . .     9,730,614     4,586,299
 Cash and cash equivalents at beginning of period . . . . . . . .     7,445,844     4,155,343
                                                                   -------------  ------------
  CASH AND CASH EQUIVALENTS AT END OF PERIOD. . . . . . . . . . .  $ 17,176,458   $ 8,741,642
                                                                   =============  ============
                                        5
<PAGE>

CASH PAID DURING THE PERIOD FOR:
  Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  3,520,084   $ 4,580,201
  Income taxes paid . . . . . . . . . . . . . . . . . . . . . . .       625,000       359,618

NON-CASH INVESTING ACTIVITY:
  Transfer of loans to other real estate. . . . . . . . . . . . .  $    104,359   $   293,121
  (Increase)/decrease in unrealized gains and losses on available
      for sale investment securities. . . . . . . . . . . . . . .       (89,326)       34,511

NON-CASH FINANCING ACTIVITY:
  Dividends declared and unpaid . . . . . . . . . . . . . . . . .  $     71,713   $   156,090
</TABLE>




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



                                        6
<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, 2001 and for the three year period
     then  ended.  Therefore,  only  material changes in financial condition and
     results  of  operations  are  discussed  in  the  remainder  of  part  1.

     All  adjustments  (consisting  of only normal recurring accruals) which, in
     the  opinion  of  management,  are necessary for a fair presentation of the
     financial  statements  have  been included in the results of operations for
     the  three  months  and  six months ended June 30, 2002 and 2001. Operating
     results  for  the  three  months and six months ended June 30, 2002 are not
     necessarily  indicative  of  the  results that may be expected for the year
     ending  December  31,  2002.


(2)  EARNINGS  PER  SHARE

     Basic  earnings  per share have been computed based upon net income for the
     three  months  and  six months ended June 30, using 2,576,769 and 2,574,159
     weighted  average  common  shares  outstanding  for  2002 and 2,565,347 and
     2,564,165 for 2001. Diluted earnings per share for the three months and six
     months  ended  June  30,  2002 and 2001, has been computed using 2,626,890,
     2,624,452,  2588,239  and 2,574,863 shares, respectively. Dilutive earnings
     per  share  gives  effect  to  weighted  average  shares  which  would  be
     outstanding  assuming  the  exercise  of  issued  stock  options  using the
     treasury  stock  method.


(3)  RECLASSIFICATIONS

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


                                        7
<PAGE>
(4)  DIVIDEND  RESTRICTIONS

     For the second quarter ending June 30, 2002, the Company's parent,
     Pathfinder  Bancorp,  MHC,  waived  its  right  to  receive its portion, or
     $111,0000,  of  the  cash  dividends declared on June 18, 2002. The Company
     maintains  a  restricted  capital  account  with  a  $443,000  balance,
     representing  Pathfinder  Bancorp,  MHC's portion of dividends waived as of
     June  30,  2002.


(5)  TRUST  PREFERRED  POOL  TRANSACTION

     On June 26, 2002, the Company formed a wholly owned subsidiary, Pathfinder
     Statutory  Trust  I,  a  Connecticut  business  trust.  The  trust  issued
     $5,000,000  of  30  year  floating  rate  Company-obligated  pooled capital
     securities  of  Pathfinder  Statutory  Trust  I.  The  Company borrowed the
     proceeds  of the capital securities from its subsidiary by issuing floating
     rate  junior  subordinated  deferrable  interest  debentures  having
     substantially  similar terms. The capital securities mature in 2032 and are
     treated  as Tier 1 capital by the Federal Deposit Insurance Company and the
     Office  of  Thrift  Supervision.  The capital securities of the trust are a
     pooled  trust  preferred fund of Preferred Term Securities VI, Ltd, and are
     tied  to the 3 month LIBOR plus 3.45%, with a five year call provision. All
     of  these  securities  are  guaranteed  by  the  Company.

(6)  BRANCH  ACQUISITION

     On May 14, 2002, the Company's subsidiary, Pathfinder Bank, signed an
     agreement  with  Cayuga  Bank  to  purchase their Lacona branch location in
     Northern  Oswego  County.  The  transaction  includes  approximately  $27.3
     million  in deposits, $2.4 million in loans and the facility and equipment.
     The  transaction  is  subject  to  regulatory  approval with an anticipated
     closing  at  the  end  of  the  third  quarter.

 (7)  NEW  ACCOUNTING  PRONOUNCEMENTS

     On January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other
     Intangible  Assets."  Under  this pronouncement, goodwill will no longer be
     amortized, but is subject to annual impairment tests in accordance with the
     statements.  Goodwill  arising  from  branch  acquisitions  continues to be
     amortized.  As  the  Company's intangible assets represent goodwill arising
     from  branch  acquisitions,  there is no impact on the financial statements
     under  the  current  provisions  of  this  pronouncement.


                                        8
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

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

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

GENERAL

Throughout  the  Management's  Discussion  and Analysis the term, "the Company",
refers  to the consolidated entity of Pathfinder Bancorp, Inc., Pathfinder Bank,
Pathfinder  REIT Inc., Whispering Oaks Development Corp and Pathfinder Statutory
Trust  I.  At  June  30,  2002, Pathfinder Bancorp, Inc.'s only business was the
100%  ownership of Pathfinder Bank and Pathfinder Statutory Trust I.  Pathfinder
Bank  owns Pathfinder REIT, Inc. and Whispering Oaks Development Corp.   At June
30,  2002, 1,583,239 shares, or 60.8%, of the Company's common stock was held by
Pathfinder  Bancorp,  MHC,  the  Company's  mutual  holding  company  parent and
1,022,324  shares,  or  39.2%,  was  held  by  the  public.

The  Company's  net  income  is  primarily dependent on its net interest income,
which  is  the  difference  between interest income earned on its 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  also  is  affected  by  its provision for loan losses, as well as by the
amount  of  non interest income, including income from fees and service charges,
net  gains  and  losses on sales of securities, and non interest expense such as
employee  compensation  and  benefits,  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.

The  following  discussion  reviews the financial condition at June 30, 2002 and
the  results  of  operations  of the Company for the three months and six months
ended  June  30,  2002  and  June  30,  2001.

                                        9
<PAGE>
Financial  Condition

Assets
------

Total  assets  increased approximately $13.6 million, or 5.6%, to $258.0 million
at June 30, 2002 from $244.4 million at December 31, 2001. The increase in total
assets  is  primarily  attributable  to a $9.7 million increase in cash and cash
equivalents  and  an  $8.4  million  increase in net loans receivable, partially
offset by decreases of $2.7 million in investment securities and $2.2 million in
mortgage  loans  held-for-sale.  The  increase  in cash and cash equivalents was
primarily  due  to the $5.0 million in cash proceeds received from the Company's
participation  in a pooled trust preferred issuance and the sale of $3.2 million
in  30  year  fixed  rate  mortgages.  The  increase  in net loans receivable is
primarily  due  to  a  $7.3 million increase in residential real estate loans, a
$2.0  million increase in commercial real estate and commercial loans, partially
offset  by  a  $463,000  decrease  in  consumer loans. The increase in loans was
principally  funded by an increase of $7.8 million in deposits and proceeds from
amortization,  maturities,  and  sales  of  investment  securities.

Liabilities
-----------

Total liabilities increased by $12.8 million, or 5.8%, to $235.0 million at June
30,  2002  from  $222.2 million at December 31, 2001.  The increase is primarily
attributable  to a $7.8 million, or 4.6%, increase in deposits, and the issuance
of  $5.0  million of subordinated debt securities, issued in connection with the
Company's  participation  in  a  trust  preferred  pooled  transaction.  The
subordinated debt securities and corresponding trust preferred securities have a
term  of  thirty  years  and  have an adjustable rate of interest indexed to the
three-month  LIBOR plus 3.45%.  Under applicable regulatory guidelines, the debt
instrument  from the sale of trust preferred securities qualifies as capital for
regulatory purposes.  The increase in deposits was primarily comprised of a $7.4
million increase in interest bearing deposits.  The increase in interest bearing
deposits  was comprised of a $7.5 million increase in money management accounts,
a  $1.5  million  increase  in  savings accounts and a $220,000 increase in time
deposits,  partially  offset  by  a  $1.4 million decrease in NOW accounts.  The
increase in deposit accounts is primarily due to the Company's active efforts in
sales  training  and  relationship  building  during a period when consumers are
seeking  the  safety  and  fixed  returns  of  bank  deposits.

Liquidity  and  Capital  Resources
----------------------------------

Shareholders'  equity  increased $795,000, or 3.6%, to $23.0 million at June 30,
2002  from  $22.2  million  at  December 31, 2001. The increase in shareholders'
equity  is primarily the result of a $675,000 increase in retained earnings. The
increase  in  retained  earnings is a result of net income of $814,000 offset by
dividends  declared  of  $139,000  during  the  first  six  months  of  2002.

The Company's primary sources of funds are deposits, amortization and prepayment
of  loans  and  maturities  of  investment  securities  and  other  short-term
investments,  earnings  and funds provided from operations and borrowings. While
scheduled  principal  repayments on loans are a relatively predictable source of

                                       10
<PAGE>
funds,  deposit  flows  and  loan  prepayments are greatly influenced by general
interest  rates,  economic  conditions and competition.  The Company manages the
pricing  of  deposits  to  maintain a desired deposit balance.  In addition, the
Company  invests  excess  funds  in  short-term interest-bearing instruments and
other  assets,  which  provide  liquidity  to  meet  lending  requirements.  For
additional information about cash flows from the Company's operating, financing,
and investing activities, see Statements of Cash Flows included in the Financial
Statements.  The  Company  adjusts its liquidity levels in order to meet funding
needs  of  deposit  outflows, payment of real estate taxes on mortgage loans and
loan commitments.  The Company also adjusts liquidity as appropriate to meet its
assets  and  liability  management  objectives.

Results  of  Operations
-----------------------

The  Company  recorded net income of approximately $312,000 for the three months
ended  June  30,  2002, as compared to $356,000 for the same period during 2001.
The decrease in net income of $44,000, or 12.4%, for the three months ended June
30,  2002,  was  primarily the result of loan charge offs totaling $560,000, and
the  establishment of additional reserves of $347,000.  These actions were taken
to  recognize  the  deterioration  in  the  asset quality of two commercial loan
relationships  totaling $1.5 million. Additionally, operating expenses increased
$242,000, or 14.0%, offset by an increase in net interest income of $290,000, or
15.3%,  an  increase  in  other  income  of $364,000, or 48.6% and a $32,000, or
23.0%,  decrease  in  the  provision  for  income  taxes.

For  the  six  months  ended  June  30, 2002, the Company recorded net income of
$814,000  as  compared  to  $623,000 for the same period in the prior year.  The
increase  in net income of $192,000, or 30.8%, for the six months ended June 30,
2002,  was  primarily  the  result  of  an  increase  in  net interest income of
$641,000, or 17.1%, an increase in other income of $400,000, or 36.0%, offset by
an  increase  in  other  operating  expenses  of  $296,000,  or  8.6%.

Annualized  return  on average assets and return on average shareholders' equity
were  0.50%  and  5.38%,  respectively, for the three months ended June 30, 2002
compared to 0.61% and 7.09% for the second quarter of 2001. Earnings per share -
basic  was  $.12  for  the  second quarter of 2002 compared to $.14 for the same
period  in  2001.   For the six months ended June 30, 2002, the same performance
measurements  were  0.66% and 7.08%, as compared to 0.54% and 6.27% for the same
period  in  the  prior  year.  Earnings per share-basic for the six months ended
June  30,  2002  was  $.32  compared  to  $.24  for  the  same  period  in 2001.

Interest  Income
----------------

Three  month  period

Interest income, on a tax equivalent basis, totaled $3.9 million for the quarter
ended  June 30, 2002, as compared to $4.1 million for the quarter ended June 30,
2001,  a  decrease  of  $158,000,  or  3.9%.  Interest  income was affected by a
decrease in the tax equivalent yield on average interest-earning assets to 6.81%
from  7.59% in the prior period, offset by an increase in the average balance of
interest-earning  assets  to  $231.6 million for the three months ended June 30,

                                       11
<PAGE>
2002  from  $215.9  million  in  the prior year period.  The decrease in the tax
equivalent  yield  was  a result of a lower interest rate environment during the
second  quarter  of  2002  as  compared  to the same quarter in 2001.  The yield
decrease  was  mitigated by increased originations of residential and commercial
real  estate  loans.

Interest income on loans receivable increased $151,000, or 4.9%, to $3.2 million
for  the  three months ended June 30, 2002 as compared to the same period in the
prior  year.  The increase in interest income on loans resulted from an increase
in  the average balance of loans receivable of $25.9 million, or 17.1% to $177.6
million at June 30, 2002, from $151.7 million at June 30, 2001, partially offset
by  a  decrease  in  the  average yield on loans receivable to 7.30% from 8.14%.

Interest  income  on  the  mortgage-backed  securities  portfolio  decreased  by
$129,000,  or  38.6%, to $205,000 for the three months ended June 30, 2002, from
$334,000  for  the  three  months ended June 30, 2001.  The decrease in interest
income  on mortgage-backed securities resulted generally from a reduction in the
average  balance on mortgage-backed securities of $5.8 million and a decrease in
the  average  yield  on  mortgage-backed  securities  to  5.35%  from  6.29%.

Interest  income  on investment securities, on a tax equivalent basis, decreased
$172,000,  or  26.4%,  for the three months ended June 30, 2002 to $480,000 from
$652,000  for  the  same period in 2001.  The decrease resulted primarily from a
decrease  in  the  average  balance  of  investment securities, of $5.4 million,
combined with a decrease in the tax equivalent yield of investment securities to
5.48%  from  6.45%. The decrease in the average balance of investment securities
resulted  from  the  proceeds from calls and maturities of investments primarily
being  utilized  to  fund  the  Company's  loan  portfolio  growth.

Six  Month  Period

Interest  income,  on  a  tax equivalent basis, totaled $8.0 million for the six
months  ended  June 30, 2002, as compared to $8.3 million for the same period in
2001,  a  decrease of $369,000, or 4.4%.  The decrease resulted primarily from a
decrease  in  the  tax-equivalent yield on interest-earning assets to 6.95% from
7.74%,  partially  offset  by  an  increase  in  the  average  balance  of
interest-earning assets of $13.8 million, or 6.4%, to $228.9 million from $215.0
million.

For  the  six  months  ended  June 30, 2002, interest income on loans receivable
increased  $275,000,  or 4.4%, as compared to the same period in the prior year.
Average  loans  receivable  increased  $24.0  million while the yield on average
loans  receivable  decreased  to  7.41%  from  8.22%.

For  the  six  months  ended  June  30,  2002  and  2001,  interest  income  on
mortgage-backed  securities  was $474,000 and $696,000, respectively, a decrease
of  $222,000,  or 31.9%.  The decrease resulted primarily from a decrease in the
average  balance  of  mortgage-backed  securities  of  $5.3  million,  or 24.8%,
combined  with  a decrease in the average yield on mortgage-backed securities to
5.88%  from  6.48%.  The  decrease  in  the  average  balance of mortgage backed
securities reflects the increase in prepayments experienced during the first six
months  of  2002  in  response  to the declining interest rate environment.  The
proceeds  were  utilized  to  fund  the  Company's  loan  growth.

                                       12
<PAGE>

For  the  six  months  ended  June  30,  2002, tax equivalent interest income on
investment  securities decreased $419,000, or 30.3%, to $1.0 million compared to
$1.4  million for the same period in 2001.  The decrease resulted primarily from
a decrease in the average balance of investment securities of $5.8 million and a
decrease  in  the  tax  equivalent  yield on investment securities to 5.49% from
6.77%.

Interest  Expense
-----------------

Three  Month  Period

Interest  expense for the quarter ended June 30, 2002 decreased by approximately
$452,000,  or 20.7%, to $1.7 million from $2.2 million when compared to the same
quarter  for  2001.  The  decrease  in  interest  expense  for  the  period  was
principally  the  result of the decrease in the average cost of interest bearing
deposits  to  2.90%  from 4.09% and the decrease in the average cost of borrowed
funds to 4.52% from 5.47%.  These decreases were partially offset by an increase
of  $5.3  million in the average balance of interest bearing deposits and a $6.7
million  increase  in  the  average  balance  of  borrowed  funds.

Six  Month  Period

For  the six months ended June 30, 2002, interest expense decreased $971,000, or
21.6%,  when compared to the first six months of 2000.  The decrease in interest
expense  for  the  period  was  the  result of a decrease in the average cost of
interest  bearing  liabilities to 3.35% from 4.51%, offset by an increase in the
average  balance  of  interest  bearing  liabilities  of  $11.1  million.

Net  Interest  Income
---------------------

Net  interest  income  increased  $295,000,  or 15.4%, to $2.2 million, on a tax
equivalent basis, for the quarter ended June 30, 2002, when compared to the same
period  in  the  prior  year.

For  the six months ended June 30, 2002, net interest income increased $602,000,
or  15.7%,  when  compared  to  the  same  period  in  the  prior  year.

Net  interest margin for the quarter ended June 30, 2002 increased to 3.82% from
3.55%  when  compared  to the same period in the prior year.  For the six months
ended  June  30,  2002,  net interest margin increased to 3.88% from 3.57%.  The
increase in the net interest margin is the result of an increase in net interest
income,  on  a  tax  equivalent  basis,  partially offset by the increase in the
average  balance  of  interest  earning  assets  for  the  periods  presented.


                                       13
<PAGE>
Provision  for  Loan  Losses
----------------------------

The  Company  maintains  an  allowance  for  loan  losses based upon a quarterly
evaluation  of  known and inherent risks in the loan portfolio, which includes a
review  of  the  balances  and  composition  of  the  loan  portfolio as well as
analyzing  the  level  of  delinquencies  in each segment of the loan portfolio.
Loan  loss  reserves are based upon a methodology that uses loss factors applied
to  loan  balances  and reflects actual loss experience, delinquency trends, and
current economic conditions, as well as standards applied by the Federal Deposit
Insurance  Corporation.  The Company established a provision for loan losses for
the  three months ended June 30, 2002 of $907,000, as compared to a provision of
$419,000  for  the  three  months ended June 30, 2001.  For the six months ended
June  30,  2002,  the  provision for loan losses was $1.1 million as compared to
$540,000 for the same period in 2001.  The increase in provision for loan losses
is  attributable  to loan charge offs totaling $560,000 and the establishment of
additional  reserves  of  $347,000.  These  actions  were taken to recognize the
deterioration  in  the  asset  quality  of  two  commercial  loans relationships
totaling $1.5 million, as well as an increase in the loan receivable balance and
an  increase  in  delinquencies  in the loan portfolio.  The Company's ratios of
allowance  for loan losses to total loans receivable and to non-performing loans
at  June  30, 2002 were 1.25% and 61.15%, respectively, as compared to 1.01% and
81.58%  at  June  30,  2001.

Non-interest  Income
--------------------

The  Company's  non-interest  income is principally comprised of fees on deposit
accounts and transactions, loan servicing, commissions, and net securities gains
and  losses.  Non-interest  income,  net  of  gains  and losses from the sale of
securities,  loans,  and other real estate, increased $73,000, or 22.5%, for the
quarter  ended  June 30, 2002, as compared to the same period in the prior year.
The  increase  in  non-interest  income  is  primarily attributable to a $16,000
increase  in  service  charges  on  deposit accounts, a $42,000 increase in loan
servicing  fees, and an $11,000 increase in other charges, commissions and fees.
Gains  and  losses  on  the  sale  of  securities,  loans  and other real estate
increased  $290,000  for  the  quarter  ended June 30, 2002 compared to the same
period  in  the prior year.  This increase was primarily the result of a gain of
$573,000  from  the  sale  of  the  Company's  holdings  in  an equity security.

For  the six months ended June 30, 2002, non-interest income increased $400,000,
or  36.0%,  compared  to  the  same period in 2001.  Non-interest income, net of
gains  and  losses  from  the  sale  of securities, loans and other real estate,
increased $146,000, or 23.5%, for the six months ended June 30, 2002 as compared
to  June  30, 2001.  Gains and losses on the sale of securities, loans and other
real  estate  increased $254,000 for the period ending June 30, 2002 as compared
to  the  same  period  in  2001.

Non-interest  Expense
---------------------

Non-interest  expense  increased  $242,000,  or  14.0%,  to $2.0 million for the
quarter ended June 30, 2002, when compared to the same period in the prior year.
The  increase  in operating expense was due to a $223,000, or 30.6%, increase in
salary  expenses,  and  a  $39,000, or 20.8%, increase in professional and other
services.  The  increase in salary expense was primarily the result of hiring an
in-house  legal  counsel  and staff and a senior commercial loan officer.  It is
anticipated  that the addition of an in-house counsel will result in a reduction
of  legal  expenses  and provide additional revenue generating opportunities for

                                       14
<PAGE>

the  Company  in the future.  These increases were partially offset by decreases
in  building occupancy, data processing and other expenses of $7,000, $3,000 and
$9,000,  respectively.

For  the six months ending June 30, 2002, operating expenses increased $296,000,
or  8.6%,  to  $3.7  million  from $3.4 million for the same period in 2001. The
increase  in operating expenses was the result of a $247,000, or 16.6%, increase
in  salary expenses, a $27,000, or 7.3%, increase in data processing expenses, a
$50,000,  or  14.1%,  increase  in professional services and a $29,000, or 4.6%,
increase in other operating expenses.  These expenses were offset by a reduction
of  $58,000,  or  13.6%,  in  building  occupancy  charges.

Income  Taxes
-------------

Income  taxes  decreased $32,000 for the quarter ended June 30, 2002 as compared
to  the  same  period  in  the  prior year.  This increase was attributable to a
$76,000  decrease  in  the  Company's  pre-tax  income.

For the six months ended June 30, 2002, income taxes increased $24,000, or 9.4%,
as  compared  to  the  six  months  ended  June  30,  2001.

                                       15
<PAGE>

ITEM  3  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

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

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

The  Company  does  not  generally maintain in its portfolio fixed interest rate
loans  with  terms  exceeding  20  years.  The Company manages interest rate and
credit  risk associated on the mortgage loans held for sale and outstanding loan
commitments  through  utilization of forward sale commitments of mortgage-backed
securities  for  the  purpose  of  passing along these risks to acceptable third
parties.  Management  generally enters into forward sale commitments to minimize
the exposure to longer term fixed rate mortgages in mortgage loans held for sale
and  mortgage commitments where interest rate locks have been granted.  The fair
value  of forward sale commitments was not material at June 30, 2002.  To manage
interest  rate  risk  within  the portfolio, ARM loans are originated with terms
that  provide  that  the  interest  rate  on  such loans cannot adjust below the
initial  rate.  Generally,  the  Company  tends  to  fund  longer-term loans and
mortgage-backed  securities  with  shorter-term  time  deposits,  repurchase
agreements,  and  advances.  The  impact  of this asset/liability mix creates an
inherent  risk  to  earnings in a rising interest rate environment.  In a rising
interest  rate environment, the Company's cost of shorter-term deposits may rise
faster  than  its  earnings on longer-term loans and investments.  Additionally,
the  prepayment of principal on real estate loans and mortgage-backed securities
tends to decrease as rates rise, providing less available funds to invest in the
higher rate environment.  Conversely, as interest rates decrease, the prepayment
of  principal  on  real-estate  loans  and  mortgage-backed  securities tends to
increase,  causing the Company to invest funds in a lower rate environment.  The
potential  impact  on earnings from this mismatch is mitigated to a large extent
by  the  size and stability of the Company's savings accounts.  Savings accounts

                                       16
<PAGE>

have  traditionally  provided  a source of relatively low cost funding that have
demonstrated  historically  a  low  sensitivity  to  interest rate changes.  The
Company  generally matches a percentage of these, which are deemed core, against
longer-term loans and investments. In addition, the Company has sought to extend
the  terms  of its time deposits.  In this regard, the Company has, on occasion,
offered  certificates  of  deposits  with  three and four year terms which allow
depositors  to  make  a  one-time  election,  at any time during the term of the
certificate  of deposit, to adjust the rate of the certificate of deposit to the
then  prevailing  rate  for  a  certificate  of deposit with the same term.  The
Company has further sought to reduce the term of a portion of its rate sensitive
assets by originating one year ARM loans, three year/one year  and five year/one
year  ARM loans (mortgage loans which are fixed rate for the first three or five
years and adjustable annually thereafter), and by maintaining a relatively short
term  investment  securities  (original  maturities  of  three  to  five  years)
portfolio  with  staggered  maturities.

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

Management anticipates that the Company's net interest margin ratio for the last
quarter of 2002 and the first two quarters of 2003, will decrease as the Company
invests,  into  the  current  interest  rate  environment,  the  cash  proceeds
associated  with the trust preferred security issuance and the deposits received
from  the  future  Cayuga  Bank  branch  acquisition.


GAP ANALYSIS.  At June 30, 2002, the total interest bearing liabilities maturing
or  repricing within one year exceeded total interest-earning assets maturing or
repricing in the same period by $3.4 million, representing a cumulative one-year
gap  ratio  of  a  negative  1.31%.

CHANGES  IN  NET  INTEREST  INCOME AND NET PORTFOLIO VALUE.  The following table
measures  the  Company's  interest rate risk exposure in terms of the percentage
change  in  its  net  interest  income  and  net  portfolio value as a result of
hypothetical changes in 50 basis point increments in market interest rates.  Net
portfolio  value  (also  referred  to  as  market  value  of  portfolio  equity)
represents  the  fair  value  of  net  assets (determined as the market value of
assets minus the market value of liabilities).  The table quantifies the changes
in  net  interest income and net portfolio value to parallel shifts in the yield
curve.  The  column  "Net Interest Income Percent Change" measures the change to
the next twelve months' projected net interest income, due to parallel shifts in
the  yield  curve.  The  column  "Net  Portfolio  Value Percent Change" measures
changes in the current net mark-to-market value of assets and liabilities due to
parallel  shifts  in  the  yield  curve.  The  base  case  assumes June 30, 2002

                                       17
<PAGE>

interest rates.  The Company uses these percentage changes as a means to measure
interest  rate risk exposure and quantifies those changes against guidelines set
by  the  Board  of Directors as part of the Company's Interest Rate Risk policy.
The Company's current interest rate risk exposure is within those guidelines set
forth.


<TABLE>
<CAPTION>




Change in Interest Rates
Increase(Decrease)
Basis Points               Net Interest Income   Net Portfolio Value
(Rate Shock)                Percentage Change     Percentage Change
-------------------------  --------------------  --------------------
<S>                        <C>                   <C>
300 . . . . . . . . . . .         -8.44%               -22.07%
200 . . . . . . . . . . .         -5.30%               -14.18%
100 . . . . . . . . . . .         -2.22%                -6.27%
Base Case
(100) . . . . . . . . . .         -0.77%                -0.43%
(200) . . . . . . . . . .         -2.57%                -4.26%
(300) . . . . . . . . . .         -5.11%                -9.90%
</TABLE>


The  negative percentage change from the base case in the downward interest rate
scenario is the result of deposit product interest rate floors incorporated into
the  modeling, causing the assets to continue to reprice downward while the cost
of  funds  remains  relatively  stable.



                                       18
<PAGE>


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

LEGAL  PROCEEDINGS
------------------

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

On  November  28,  2001,  the  Company  and its Board of Directors were named as
defendants  in  Jewelcor  Management,  Inc.  ("Jewelcor") v. Pathfinder Bancorp,
                ----------------------------------------------------------------
Inc.,  et  al.  This  action  was  filed  in  the  United States District Court,
    ---------
Northern  District.  In  its  complaint,  Jewelcor  alleges  that  the Company's
    ---
directors  breached their fiduciary duties to the Company by failing to consider
    -
an  offer  from  Fulton  Savings  Bank for the sale of the Company.  Jewelcor is
seeking  damages  in  excess  of  $1  million, punitive damages in excess of $10
million  and  equitable  relief.  Management  and  the Board of Directors of the
Company  have  carefully  reviewed  Jewelcor's complaint and believes that it is
without  merit.  The  Company has filed a motion to dismiss the complaint.  Oral
arguments  for  the  motion  to  dismiss  were heard on April 5, 2002 before the
United States District Court for the Northern District of New York.  No decision
on  the  motion  has  been  rendered  at  this  date.

CHANGES  IN  SECURITIES
-----------------------

Not  applicable

DEFAULTS  UPON  SENIOR  SECURITIES
----------------------------------

Not  applicable

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

The Company's Meeting of Shareholders was held on April 24, 2002.  The following
are  the  items  voted  on  and  the  results  of  the  shareholder  voting.

1.     The  election  of  Chris C. Gagas, Thomas W. Schneider, Chris Burritt and
Raymond  Jung  to  serve  as  directors of the Company, each for a term of three
years  or  until  his  successor  has  been  elected  and  qualified.


                Name                 For      Withheld
                ----             ---------    --------


       Chris  C.  Gagas          2,350,427     217,510
       Thomas  W.  Schneider     2,350,427     217,510
       Chris  R.  Burritt        2,351,384     216,553
       Raymond  W.  Jung         2,351,384     216,553

                                       19
<PAGE>


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


     Name                    Term  Expires
     ----                   --------------

     Bruce  E.  Manwaring        2003
     L.  William  Nelson         2003
     George  P.  Joyce           2003
     Steven  W.  Thomas          2004
     Corte  J.  Spencer          2004
     Janette  Resnick            2004




2.     The  ratification  of  the appointment of Pricewaterhouse Coopers, LLP as
auditors  for  the  fiscal  year  ending  December  31,  2002.

                          For       Against     Abstain
                          ---       -------     -------
Number  of  Votes     2,406,921     161,016         0


OTHER  INFORMATION
------------------

On  June  18,  2002  the  Board  of  Directors  declared a $.07 cash dividend to
shareholders  of  record  as  of  June  30,  2002,  payable  on  July  15, 2002.

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

Exhibit  99.1  -  Officers'  Certification  Pursuant  to  Section  906  of  the
Sarbanes-Oxley  Act  of  2002.




                                       20
<PAGE>

      Certification of Chief Executive Officer and Chief Financial Officer
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




Thomas  W. Schneider, Chief Executive Officer and James A. Dowd, 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 on Form
10-Q  for  the  quarter  ended  June  30,  2002  and  that  to  his  knowledge:


(1)     the  report  fully  complies  with the requirements of Sections 13(a) or
        15(d)  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.





August  13,  2002          /s/  Thomas  W.  Schneider
-----------------          --------------------------
Date                        Chief  Executive  Officer



August  13,  2002          /s/  James  A.  Dowd
-----------------          --------------------
Date                       Chief  Financial  Officer






                                       21
<PAGE>
                                   SIGNATURES





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




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



                                 /s/  Thomas  W.  Schneider
                                 --------------------------
Date:  August  13,  2002            Thomas  W.  Schneider
       -----------------    President,  Chief  Executive  Officer


                                 /s/  James  A.  Dowd
                                 --------------------
Date:  August  13,  2002            James  A.  Dowd
       -----------------     Vice  President,  Chief  Financial  Officer


                                       22
<PAGE>