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

                                   FORM 10-QSB

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

       For the quarterly period ending March 31, 2007
                                       OR

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from _______ to _______

                        COMMISSION FILE NUMBER: 000-23601
                                                ---------

                            PATHFINDER BANCORP, INC.
                            ------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

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

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

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


     Check  whether the issuer (1) has filed all reports required to be filed by
Section  13  or  15(d) of the Exchange Act during the past twelve months (or for
such  shorter  period that the issuer 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 small business issuer is a shell company
(as  defined  in  Rule  12b-2  of  the  Exchange  Act).    Yes [  ]    No [X]

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of the latest practicable date:  As of May 11, 2007, there
were  2,970,819  shares  issued  and 2,483,532 shares outstanding of the Small
business  issuer's  Common  Stock.

     Transitional  Small Business Disclosure Format (check one)  Yes [X  No [ ]


<PAGE>




                            PATHFINDER BANCORP, INC.
                                      INDEX



PART 1     FINANCIAL INFORMATION                                        PAGE NO.

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

     Item 2.     Management's Discussion and Analysis or Plan of           9
                    Operation

     Item 3.     Controls and Procedures                                  17


PART II     OTHER INFORMATION                                             18

     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                                                                18

<PAGE>


<TABLE>
<CAPTION>

PART I FINANCIAL INFORMATION

ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------

                                      PATHFINDER BANCORP, INC.
                                CONSOLIDATED STATEMENTS OF CONDITION
                                MARCH 31, 2007 AND DECEMBER 31, 2006
                                             (UNAUDITED)

                                                                              MARCH 31, DECEMBER 31,
                                                                              ---------------------
(In thousands, except share data)                                                  2007        2006
---------------------------------------------------------------------------------------------------
<S>                                                                            <C>        <C>
ASSETS:
  Cash and due from banks                                                       $  6,397   $  7,068
  Interest earning deposits                                                        9,912      6,655
---------------------------------------------------------------------------------------------------
      Total cash and cash equivalents                                             16,309     13,723
  Investment securities, at fair value                                            74,335     62,640
  Federal Home Loan Bank stock, at cost                                            1,383      1,579
  Loans                                                                          204,691    203,209
  Less: Allowance for loan losses                                                  1,481      1,496
---------------------------------------------------------------------------------------------------
      Loans receivable, net                                                      203,210    201,713
  Premises and equipment, net                                                      7,543      7,597
  Accrued interest receivable                                                      1,732      1,694
  Foreclosed real estate                                                             365        471
  Goodwill                                                                         3,840      3,840
  Intangible asset, net                                                              125        181
  Bank owned life insurance                                                        6,268      6,212
  Other assets                                                                     2,109      1,732
---------------------------------------------------------------------------------------------------
          Total assets                                                          $317,219   $301,382
===================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY:
  Deposits:
      Interest-bearing                                                          $238,283   $225,003
      Noninterest-bearing                                                         22,178     20,582
---------------------------------------------------------------------------------------------------
          Total deposits                                                         260,461    245,585
----------------------------------------------------------------------------------------------------
  Long-term borrowings                                                            22,010     26,360
  Junior subordinated debentures                                                  10,310      5,155
  Other liabilities                                                                3,506      3,432
---------------------------------------------------------------------------------------------------
          Total liabilities                                                      296,287    280,532
  Shareholders' equity:
    Preferred stock, authorized shares 1,000,000; no shares issued or
      outstanding
    Common stock, par value $.01; authorized 10,000,000 shares;
    2,970,819 and 2,953,619 shares issued; and 2,483,532 and
    2,466,332 shares outstanding, respectively                                        30         29
  Additional paid-in-capital                                                       7,899      7,786
  Retained earnings                                                               21,215     21,307
  Accumulated other comprehensive loss                                            (1,710)    (1,770)
  Treasury Stock, at cost; 487,287 shares                                         (6,502)    (6,502)
---------------------------------------------------------------------------------------------------
          Total shareholders' equity                                              20,932     20,850
---------------------------------------------------------------------------------------------------
          Total liabilities and shareholders' equity                            $317,219   $301,382
===================================================================================================
</TABLE>

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

                                     -1-

<PAGE>
                            PATHFINDER BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                           <C>               <C>
                                                               FOR THE THREE     FOR THE THREE
                                                                MONTHS ENDED      MONTHS ENDED
  (In thousands, except per share data)                       MARCH 31, 2007    MARCH 31, 2006
-----------------------------------------------------------------------------------------------
INTEREST INCOME:
  Loans, including fees                                       $         3,413   $         3,057
  Debt securities:
    Taxable                                                               638               641
    Tax-exempt                                                             44                98
  Dividends                                                                81                61
  Other                                                                    93                 8
-----------------------------------------------------------------------------------------------
       Total interest income                                            4,269             3,865
-----------------------------------------------------------------------------------------------
INTEREST EXPENSE:
  Interest on deposits                                                  1,735             1,249
  Interest on short-term borrowings                                         0                61
  Interest on long-term borrowings                                        413               438
-----------------------------------------------------------------------------------------------
       Total interest expense                                           2,148             1,748
-----------------------------------------------------------------------------------------------
           Net interest income                                          2,121             2,117
PROVISION FOR LOAN LOSSES                                                  50                22
-----------------------------------------------------------------------------------------------
           Net interest income after provision for loan losses          2,071             2,095
-----------------------------------------------------------------------------------------------
NONINTEREST INCOME:
  Service charges on deposit accounts                                     333               371
  Earnings on bank owned life insurance                                    56                49
  Loan servicing fees                                                      64                59
  Net losses on sales and impairment of investment securities              (3)               (2)
  Net losses on sales of loans and foreclosed real estate                  (7)              (19)
  Debit card interchange fees                                              48                41
  Other charges, commissions and fees                                     100                94
-----------------------------------------------------------------------------------------------
           Total noninterest income                                       591               593
-----------------------------------------------------------------------------------------------
NONINTEREST EXPENSES:
  Salaries and employee benefits                                        1,227             1,275
  Building occupancy                                                      318               316
  Data processing expenses                                                342               324
  Professional and other services                                         237               115
  Amortization of intangible asset                                         56                56
  Other expenses                                                          278               325
-----------------------------------------------------------------------------------------------
           Total  noninterest expenses                                  2,458             2,411
-----------------------------------------------------------------------------------------------
Income before income taxes                                                204               277
Provision for income taxes                                                 39                37
-----------------------------------------------------------------------------------------------
Net income                                                    $           165   $           240
===============================================================================================
Net income per share - basic                                  $          0.07   $          0.10
-----------------------------------------------------------------------------------------------
Net income per share - diluted                                $          0.07   $          0.10
-----------------------------------------------------------------------------------------------
Dividends per share                                           $        0.1025   $        0.1025
-----------------------------------------------------------------------------------------------

</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.

                                     -2-

<PAGE>
                            PATHFINDER BANCORP, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
               THREE MONTHS ENDED MARCH 31, 2007 AND MARCH 31 2006
                                   (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                    <C>             <C>       <C>          <C>              <C>            <C>       <C>
                                                                                                 ACCUMULATED
                                                                  ADDITIONAL                           OTHER
                                               COMMON  ISSUED        PAID-IN        RETAINED   COMPREHENSIVE TREASURY
(In thousands, except share data)              SHARES    AMOUNT      CAPITAL        EARNINGS            LOSS    STOCK     TOTAL
-------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2006                  2,953,619  $     29  $     7,786  $       21,307   $     (1,770)  $(6,502)  $20,850
Comprehensive income:
  Net income                                                                             165                                165
Other comprehensive gain, net of tax
Unrealized net gains on securities                                                                       60                  60
                                                                                                                        --------
TOTAL COMPREHENSIVE INCOME                                                                                                  225

Stock options exercised                        17,200         1          113                                                114
Dividends declared ($.1025 per share)                                                   (257)                              (257)
--------------------------------------------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 2007                     2,970,819  $     30  $     7,899  $       21,215   $     (1,710)  $(6,502)  $20,932
================================================================================================================================

BALANCE, DECEMBER 31, 2005                  2,950,419  $     29  $     7,721  $       20,965   $     (1,285)  $(6,502)  $20,928
Comprehensive income:
  Net income                                                                             240                                240
Other comprehensive loss, net of tax
Unrealized net losses on securities                                                                     (57)                (57)
                                                                                                                        --------
TOTAL COMPREHENSIVE INCOME                                                                                                  183
Dividends declared ($.1025 per share)                                                   (252)                              (252)
--------------------------------------------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 2006                     2,950,419  $     29  $     7,721  $       20,953   $     (1,342)  $(6,502)  $20,859
================================================================================================================================
</TABLE>

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

                                     -3-

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

<TABLE>
<CAPTION>
<S>                                                                                  <C>               <C>
                                                                                     FOR THE THREE     FOR THE THREE
                                                                                     MONTHS ENDED      MONTHS ENDED
(In thousands)                                                                       MARCH 31, 2007    MARCH 31, 2006
----------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
Net income                                                                          $          165   $           240
Adjustments to reconcile net income to net cash provided by operating activities:
 Provision for loan losses                                                                      50                22
 Proceeds from sale of loans                                                                   781                 -
 Originations of loans held-for-sale                                                          (784)                -
 Realized losses on sales of:
   Foreclosed real estate                                                                        4                 7
   Loans                                                                                         3                12
   Available-for-sale investment securities                                                      3                 2
 Depreciation                                                                                  195               190
 Amortization of intangible asset                                                               56                56
 Amortization of deferred financing costs                                                        8                 8
 Amortization of mortgage servicing rights                                                      13                28
 Earnings on bank owned life insurance                                                         (56)              (49)
 Net amortization of premiums and discounts on investment securities                            29                32
 (Increase) decrease in interest receivable                                                    (38)               36
 Net change in other assets and liabilities                                                   (532)             (456)
----------------------------------------------------------------------------------------------------------------------
      Net cash (used in) provided by operating activities                                     (103)              128
----------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES:
 Purchase of investment securities available-for-sale                                      (13,226)          (10,906)
 Net redemption (purchase) of Federal Home Loan Bank stock                                     196              (274)
 Proceeds from maturities and principal reductions of investment securities
       available-for-sale                                                                    1,600             1,533
 Proceeds from sale:
   Available-for-sale investment securities                                                      -             3,976
   Real estate acquired through foreclosure                                                    102                50
 Net increase in loans                                                                      (1,547)           (2,024)
 Purchase of premises and equipment                                                           (141)             (121)
----------------------------------------------------------------------------------------------------------------------
      Net cash used in investing activities                                                (13,016)           (7,766)
----------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES:
 Net (decrease) increase in demand deposits, NOW accounts, saving accounts,
   money market deposit accounts, MMDA accounts, escrow deposits                            11,081              (519)
 Net increase in time deposits                                                               3,795             1,818
 Net proceeds from short-term borrowings                                                         -             7,100
 Payments on long-term borrowings                                                           (4,350)           (1,000)
 Proceeds from issuance of junior subordinated debentures                                    5,155                 -
 Proceeds from exercise of stock options                                                       114                 -
 Cash dividends                                                                                (90)              (90)
----------------------------------------------------------------------------------------------------------------------
      Net cash provided by financing activities                                             15,705             7,309
----------------------------------------------------------------------------------------------------------------------
      Increase (decrease) in cash and cash equivalents                                       2,586              (329)
Cash and cash equivalents at beginning of period                                            13,723             7,895
----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                          $       16,309   $         7,566
======================================================================================================================
</TABLE>

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

                                     -4-
<PAGE>


                            PATHFINDER BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1) BASIS OF PRESENTATION

The  accompanying  unaudited  consolidated  financial  statements  of Pathfinder
Bancorp, Inc. and its wholly owned subsidiaries have been prepared in accordance
with  U.S.  generally  accepted  accounting  principles  for  interim  financial
information  and  the  instructions  for  Form  10-QSB  and  Regulation  S-B.
Accordingly,  they do not include all of the information and footnotes necessary
for  a  complete  presentation  of  consolidated  financial position, results of
operations,  and  cash  flows  in  conformity with generally accepted accounting
principles.  In the opinion of management, all adjustments, consisting of normal
recurring  accruals,  considered  necessary  for  a  fair presentation have been
included.

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, 2006 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 months ended March 31, 2007 are not necessarily
indicative  of the results that may be expected for the year ending December 31,
2007.

(2)  EARNINGS  PER  SHARE

Basic  earnings  per  share  has  been  computed  by  dividing net income by the
weighted average number of common shares outstanding throughout the three months
ended  March  31,  2007 and 2006, using 2,481,572 and 2,463,132 weighted average
common  shares  outstanding,  respectively.  Diluted  earnings per share for the
three  months  ended  March 31, 2007 and 2006 have been computed using 2,490,053
and 2,481,777 weighted average common shares outstanding, respectively.  Diluted
earnings  per  share  gives  effect  to  weighted  average  shares that would be
outstanding  assuming  the  exercise  of issued stock options using the treasury
stock  method.

(3)  PENSION  BENEFITS

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


<TABLE>
<CAPTION>

                           FOR  THE  THREE  MONTHS
                               ENDED  MARCH  31,
--------------------------------------------------
(In thousands)                    2007    2006
--------------------------------------------------
<S>                             <C>     <C>
Service cost                      $49     $48
Interest cost                      68      63
Expected return on plan assets    (98)    (92)
Amortization of net losses         22      28
--------------------------------------------------
Net periodic benefit cost         $41     $47
==================================================
</TABLE>

The  Company  previously  disclosed in its consolidated financial statements for
the year ended December 31, 2006, that it expected to contribute $190,000 to its
pension plan in 2007.  As of March 31, 2007, $47,000 had been contributed to the
pension  plan.

                                     -5-
<PAGE>

4)  COMPREHENSIVE  INCOME  (LOSS)

The  components of other comprehensive income (loss) and related tax effects are
as  follows:

<TABLE>
<CAPTION>

                                       FOR  THE  THREE  MONTHS
                                            ENDED  MARCH  31,
--------------------------------------------------------------
                                               2007      2006
--------------------------------------------------------------

<S>                                           <C>     <C>
Gross change in unrealized gains (losses) on
  securities available for sale               $  97     $ (88)
Reclassification adjustment for losses
  included in net income                          3         2
--------------------------------------------------------------
                                                100       (86)
Tax effect                                      (40)       29
--------------------------------------------------------------
Net of tax amount                             $  60    $ (57)
==============================================================
</TABLE>

The  components  of  accumulated  other  comprehensive  loss, net of related tax
effects  are  as  follows:

<TABLE>
<CAPTION>
                                                  MARCH 31,  DECEMBER 31,
                                                      2007        2006
------------------------------------------------------------------------
<S>                                           <C>     <C>
Unrealized losses on available for sale securities  $  (789)    $  (849)
Unrecognized pension and other postretirement
  benefit losses                                       (921)       (921)
------------------------------------------------------------------------
                                                    $(1,710)    $(1,770)
========================================================================
</TABLE>

(5)  GUARANTEES

The  Company  does  not  issue  any  guarantees  that  would  require  liability
recognition  or  disclosure,  other than its standby letters of credit.  Standby
letters  of  credit written are conditional commitments issued by the Company to
guarantee  the  performance  of  a  customer  to  a third party.  Generally, all
letters  of  credit,  when  issued  have  expiration dates within one year.  The
credit  risk  involved  in  issuing letters of credit is essentially the same as
those that are involved in extending loan facilities to customers.  The Company,
generally,  holds  collateral  and/or  personal  guarantees  supporting  these
commitments.  The  Company had $271,000 of standby letters of credit as of March
31,  2007.  Management believes that the proceeds obtained through a liquidation
of collateral and the enforcement of guarantees would be sufficient to cover the
potential amount of future payments required under the corresponding guarantees.
The  current  amount  of the liability as of March 31, 2007 for guarantees under
standby  letters  of  credit  issued  is  not  material.

(6)  NEW  ACCOUNTING  PRONOUNCEMENTS

In  July  2006,  the  FASB  issued  FASB  Interpretation No. 48, "Accounting for
Uncertainty  in  Income Taxes-an interpretation of FASB Statement No. 109" ("FIN
48"),  which  clarifies  the  accounting  for uncertainty in tax positions. This
Interpretation  requires  that companies recognize in their financial statements
the  impact of a tax position, if that position is more likely than not of being
sustained  on  audit,  based  on  the  technical  merits  of  the  position. The
provisions of FIN 48 are effective for fiscal years beginning after December 15,
2006,  with the cumulative effect of the change in accounting principle recorded
as  an  adjustment  to opening retained earnings. The adoption of FIN 48 did not
have  a  significant  effect  on  its  consolidated  financial  statements.

                                     -6-
<PAGE>

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, ("SFAS
157") which defines fair value, establishes a framework for measuring fair value
under  GAAP,  and  expands  disclosures  about fair value measurements. SFAS 157
applies  to  other  accounting  pronouncements that require or permit fair value
measurements.  The new guidance is effective for financial statements issued for
fiscal  years  beginning after November 15, 2007, and for interim periods within
those fiscal years. We are currently evaluating the potential impact, if any, of
the  adoption  of  SFAS  157  on our consolidated financial position, results of
operations  and  cash  flows.

In  February  2007,  the  FASB  issued  SFAS  No. 159, The Fair Value Option for
Financial  Assets  and  Financial  Liabilities  - Including an Amendment of FASB
Statement  No.  115,  ("SFAS 159"). This standard permits an entity to choose to
measure  many  financial instruments and certain other items at fair value. Most
of  the provisions in SFAS 159 are elective; however, the amendment to SFAS 115,
Accounting for Certain Investments in Debt and Equity Securities, applies to all
entities  with  available-for-sale  and  trading  securities.  The FASB's stated
objective  in  issuing  this  standard  is  as  follows:  "to  improve financial
reporting  by  providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without  having  to  apply complex hedge accounting provisions."  The fair value
option  established  by  SFAS  159  permits  all  entities  to choose to measure
eligible items at fair value at specified election dates. A business entity will
report  unrealized gains and losses on items for which the fair value option has
been  elected  in  earnings  at  each  subsequent reporting date. The fair value
option: (a) may be applied instrument by instrument, with a few exceptions, such
as  investments otherwise accounted for by the equity method; (b) is irrevocable
(unless  a  new  election  date  occurs);  and  (c)  is  applied  only to entire
instruments  and  not to portions of instruments.  SFAS 159 is effective for the
Company  as of January 1, 2008, unless early adoption is elected. The Company is
currently  analyzing  the effects of this interpretation but does not expect its
implementation  will  have  a  significant  impact on the Company's consolidated
financial  condition  or  results  of  operations.

EITF 06-4

In  September  2006,  the  FASB's  Emerging Issues Task Force (EITF) issued EITF
Issue No. 06-4, "Accounting for Deferred Compensation and Postretirement Benefit
Aspects of Endorsement Split Dollar Life Insurance  Arrangements" ("EITF 06-4").
EITF  06-4 requires the recognition of a liability related to the postretirement
benefits covered by an endorsement split-dollar life insurance arrangement.  The
consensus  highlights  that  the  employer  (who is also the policyholder) has a
liability  for  the  benefit  it  is providing to its employee.  As such, if the
policyholder  has  agreed  to  maintain  the  insurance  policy in force for the
employee's  benefit  during his or her retirement, then the liability recognized
during  the  employee's active service period should be based on the future cost
of insurance to be incurred during the employee's retirement.  Alternatively, if
the  policy holder has agreed to provide the employee with a death benefit, then
the liability for the future death benefit should be recognized by following the
guidance in SFAS No. 106 or Accounting Principals Board (APB) Opinion No. 12, as
appropriate.  For  transition,  an entity can choose to apply the guidance using
either of the following approaches: (a) a change in accounting principle through
retrospective application to all periods presented or (b) a change in accounting
principle  through  a  cumulative-effect  adjustment  to the balance in retained
earnings at the beginning of the year of adoption.  The disclosures are required
in  fiscal  years  beginning  after  December  15,  2007,  with  early  adoption
permitted. The Company does not believe that the implementation of this guidance
will  have a material impact on the Company's consolidated financial statements.

EITF  06-5
On  September  7,  2006,  the  Task Force reached a conclusion on EITF Issue No.
06-5,  "Accounting for Purchases of Life Insurance - Determining the Amount That
Could  Be  Realized  in  Accordance  with  FASB  Technical  Bulletin  No.  85-4,
Accounting  for  Purchases  of  Life Insurance" ("EITF 06-5"). The scope of EITF
06-5  consists  of six separate issues relating to accounting for life insurance
policies purchased by entities protecting against the loss of "key persons." The
six  issues  are  clarifications of previously issued guidance on FASB Technical
Bulletin  No.  85-4.  EITF  06-5  is  effective for fiscal years beginning after
December  15, 2006. The adoption of EITF 06-5 did not have  a material impact on
the  Company's  consolidated  financial  statements.

                                     -7-
<PAGE>

EITF  06-10

In  March  2007,  the  FASB  ratified Emerging Issues Task Force Issue No. 06-10
"Accounting  for  Collateral  Assignment Split-Dollar Life Insurance Agreements"
(EITF  06-10).  EITF 06-10 provides guidance for determining a liability for the
postretirement  benefit obligation as well as recognition and measurement of the
associated  asset  on  the  basis  of  the  terms  of  the collateral assignment
agreement. EITF 06-10 is effective for fiscal years beginning after December 15,
2007.  The  Company  is  currently  assessing  the  impact  of EITF 06-10 on its
consolidated  financial  position  and  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 and its
wholly  owned  subsidiary,  Pathfinder  Bank.  Pathfinder  Commercial  Bank,
Pathfinder  REIT,  Inc.  and  Whispering Oaks Development, Inc. represent wholly
owned  subsidiaries of Pathfinder Bank.   At March 31, 2007, Pathfinder Bancorp,
M.H.C.,  the  Company's  mutual holding company parent, whose activities are not
included  in  the MD&A, held  64.2% of the Company's common stock and the public
held  35.8%.

The  following discussion reviews the Company's financial condition at March 31,
2007 and the results of operations for the three months ended March 31, 2007 and
March  31,  2006.

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.

APPLICATION  OF  CRITICAL  ACCOUNTING  POLICIES

The  Company's consolidated financial statements are prepared in accordance with
accounting  principles  generally  accepted  in the United States of America and
follow  practices  within the banking industry.  Application of these principles
requires management to make estimates, assumptions and judgments that affect the
amounts  reported  in  the  consolidated  financial  statements and accompanying
notes.  These  estimates,  assumptions  and  judgments  are based on information
available  as  of  the  date  of  the financial statements; accordingly, as this
information changes, the financial statements could reflect different estimates,
assumptions  and judgments.  Certain policies inherently have a greater reliance
on  the  use  of estimates, assumptions and judgments and as such have a greater
possibility  of  producing  results  that  could  be  materially  different than
originally  reported.  Estimates,  assumptions  and judgments are necessary when
assets  and  liabilities  are  required  to be recorded at fair value or when an
asset  or  liability  needs  to  be  recorded  contingent  upon  a future event.
Carrying  assets  and  liabilities  at  fair  value  inherently  results  in

                                     -9-
<PAGE>

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 2006 Annual
Report  on Form 10-K ("the Consolidated Financial Statements").   Beginning with
this  Form  10-QSB,  the  Company  has  elected to file its Exchange Act reports
under  the  rules  and  regulations  applicable  to  small  business  issuers.

These  policies,  along  with  the  disclosures presented in the other financial
statement  notes  and in this discussion, provide information on how significant
assets  and  liabilities are valued in the consolidated financial statements and
how those values are determined.  Based on the valuation techniques used and the
sensitivity  of  financial  statement  amounts  to  the methods, assumptions and
estimates  underlying those amounts, management has identified the determination
of  the  allowance  for  loan losses to be the accounting area that requires the
most  subjective and complex judgments, and as such could be the most subject to
revision  as  new  information  becomes  available.

The  allowance for loan losses represents management's estimate of probable loan
losses  inherent  in the loan portfolio. Determining the amount of the allowance
for loan losses is considered a critical accounting estimate because it requires
significant  judgment  and the use of estimates related to the amount and timing
of  expected  future  cash flows on impaired loans, estimated losses on pools of
homogeneous  loans  based  on  historical  loss experience, and consideration of
current  economic  trends  and  conditions,  all  of which may be susceptible to
significant  change.  The  loan portfolio also represents the largest asset type
on  the  consolidated  balance  sheet.  Note  1  to  the  Consolidated Financial
Statements  describes  the  methodology used to determine the allowance for loan
losses,  and  a  discussion  of the factors driving changes in the amount of the
allowance  for  loan  losses  is  included  in  this  report.

The  Company  carries  all  of its investments at fair value with any unrealized
gains  or  losses  reported net of tax as an adjustment to shareholders' equity.
Based  on  management's  assessment, at March 31, 2007, the Company did not hold
any  security  that  had  a  fair value decline that is currently expected to be
other  than temporary.  Consequently, any declines in a specific security's fair
value below amortized cost have not been provided for in the consolidated income
statement.  The  Company's  ability to fully realize the value of its investment
in  various securities, including corporate debt securities, is dependent on the
underlying  creditworthiness  of  the  issuing  organization.

EXECUTIVE  SUMMARY

Net  income  was  $165,000, or $0.07 per share, for the three months ended March
31,  2007,  as  compared to $240,000, or $0.10 per share, for the same period in
2006.  During  the  first  quarter  of  2007,  the Company continued its efforts
toward  transforming  its  more  traditional  thrift  balance  sheet with mostly
residential loans as earning assets, toward that of a community bank with a more
diverse  mix  of  residential,  consumer  and  commercial  loans.  On an average
balance  basis,  total  commercial  loans comprise 31.8% of the total gross loan
portfolio  for  the  quarter  ended  March 31, 2007, as compared to 28.3% of the
portfolio  for  the  year  ended  December  31,  2006.

On  March 22, 2007, the Company entered into a trust preferred issuance for $5.0
million,  adjustable  quarterly  at  a 1.65% spread over the 3-month LIBOR.  The
Company intends to use all the proceeds from the issuance to retire its existing
trust  preferred  obligation  on  June  27,  2007,  at  its  first  call  date.

Long-term borrowings decreased $4.4 million during the first quarter of 2007 as
excess liquidity was used to pay off advances when they matured.

                                      -10-
<PAGE>

In the fall of 2006, Alliance Bank N.A. merged with the parent company of Oswego
County  National  Bank  (OCNB).  OCNB,  formerly, Oswego County Savings Bank had
been  domiciled  in  the city of Oswego since it's founding in 1870 and had been
the  primary  local  competitor  for Pathfinder Bank.  In management's view, the
absorption  of  OCNB  into  Alliance  Bank, a $900 million bank headquartered in
Syracuse,  NY,  will  provide  both  challenges and opportunities for Pathfinder
Bank.  The challenge will be the ability of a larger competitor to more actively
and  aggressively  market  within  the primary business area of Pathfinder Bank.
Opportunities  exist,  as  management believes that it's unique competencies and
differentiators  are  more  closely matched by a locally domiciled bank than one
headquartered  outside  our  primary  market  area.  Opportunities  may exist to
garner  additional  business opportunities with the traditional customer base of
OCNB  which  is  more  apt  to  conduct  its  business  with  a  local  bank.

RESULTS  OF  OPERATIONS

The  return  on  average  assets and return on average shareholders' equity were
0.21%  and  3.13%,  respectively,  for  the  three  months ended March 31, 2007,
compared  with  0.31%  and 4.54%, respectively, for the three months ended March
31,  2006.  During  the first quarter of 2007 when compared to the first quarter
of  2006,  net  interest  income  increased  $4,000,  offset  by  an increase in
provision  for  loan  losses  of $28,000, a $13,000 decrease in core noninterest
income  and  a  $47,000  increase  in  other  expenses.

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 ratio
result  from  the  interaction  between  the  volume  and composition of earning
assets,  interest-bearing  liabilities,  related  yields  and associated funding
costs.

Net  interest  income, on a tax-equivalent basis remained relatively constant at
$2.1 million for the three months ended March 31, 2007 when compared to the same
period  of 2006. The Company's net interest margin for the first quarter of 2007
decreased  to  3.02%  from  3.13%  when  compared  to  the same quarter in 2006.
Management  expects continued margin compression to adversely impact earnings as
we  perceive  the yield curve will continue to be flat or inverted over the near
term.  The  decline  in  net interest income is attributable to the higher rates
paid  on  both deposits and borrowings, offset by an increase of 37 basis points
in  the  average yield earned on earning assets. Average interest-earning assets
increased  3%  to $284.6 million at March 31, 2007 as compared to $275.9 million
at  March  31,  2006.  The  increase  in  average  earning  assets  is primarily
attributable  to a $13.7 million increase in loans receivable and a $6.3 million
increase  in  interest  earning deposits, offset by an $11.4 million decrease in
investment  securities.  Average  interest-bearing  liabilities  increased  $2.7
million, and the cost of funds increased 58 basis points to 3.24% from 2.66% for
the same period in 2006. The increase in the average balance of interest-bearing
liabilities resulted primarily from a $11.6 million increase in deposits, offset
by  a  $9.0  million  reduction  in  borrowed  funds.

INTEREST  INCOME

Total  interest  income,  on a tax-equivalent basis, for the quarter ended March
31,  2007  increased  $386,000, or 5%, to $4.3 million from $3.9 million for the
quarter  ended  March  31,  2006.  The  average balance of loans increased $13.7
million,  with  the  average  yield  increasing 27 basis points to 6.69% for the
first  quarter  of  2007.  Average  commercial loans increased $5.6 million, and
experienced  an increase in the average tax-equivalent yield of 54 basis points,
to  8.54%  from 8.00%, in 2006. The increase in the yield on commercial loans is
primarily  the result of the adjustable rate portions of the portfolio repricing
upward  in  connection with upward adjustments in the prime rate, as well as new
commercial  loan originations occurring at market rates higher than the weighted
average  existing portfolio rate. Average commercial real estate loans increased
$8.1  million  for the first quarter of 2007, with an increase in the yield of 2
basis  points.

                                      -11-
<PAGE>

The Company's residential mortgage loan portfolio decreased $1.2 million, or 1%,
during  the  first  quarter of 2007, when compared to the first quarter of 2006.
The  average  yield on the residential mortgage loan portfolio increased 4 basis
points  to  5.77% in 2007 from 5.73% in 2006. An increase in the average balance
of  consumer  loans  of  $1.5  million, or 8%, resulted from an increase in home
equity  loans.  The average yield increased 60 basis points, to 8.25% from 7.65%
in  2006  as  a  result  of  the  increase in the prime rate. Average investment
securities  (taxable  and  tax-exempt)  for  the  quarter  ended  March 31, 2007
decreased  by  $11.3  million,  compared  to  the same period a year ago, with a
decrease  in  tax-equivalent interest income from investments of $56,000, or 7%,
compared  to  the first quarter of 2006. The average tax-equivalent yield of the
portfolio  increased  31  basis points, to 4.28% from 3.97%. The decrease in the
average  balance  of  investment securities is a result of liquidity provided by
portfolio  amortization and maturities being reinvested into the loan portfolio.

INTEREST  EXPENSE

Total  interest  expense increased $400,000 for the three months ended March 31,
2007  compared  to  the  same quarter in 2006, as the cost of funds increased 58
basis  points to 3.24% in 2007 from 2.66% in 2006.  Deposit interest expense for
the  comparable  periods  increased $486,000 or 39%, as the average rate paid on
higher  earning  time  accounts  and  MMDA accounts increased 75 basis points to
4.45%  and  50  basis  points  to  4.17% as compared to 3.70% and 3.67% in 2006,
respectively.  These  increases  were offset by decreases in the average balance
of money management accounts to $12.0 million in 2007 from $14.4 million in 2006
and  the average balance of savings accounts to $54.9 million in 2007 from $64.4
million  in  2006.  Interest expense on borrowings decreased by $86,000, or 17%,
from  the  prior period.  The decrease in interest expense on borrowings was the
result  of  a  $9.4  million  decrease in the average balance of borrowed funds,
offset  by  an  increase  in  the  cost of the floating rate junior subordinated
debentures  to  8.87%  in  2007  from  8.07%  in  2006.

PROVISION  FOR  LOAN  LOSSES

Provision  for  loan  losses  for  the quarter ended March 31, 2007 increased to
$50,000  from  $22,000  for the same period in 2006.  The increased provision is
reflective  of a growing commercial loan portfolio and one more heavily weighted
to  commercial and commercial real estate, which has higher inherent risk than a
consumer  real estate portfolio.  Offsetting the need for an increased provision
for  loan losses from a growing portfolio, is improvement in asset quality.  The
Company's  ratio  of allowance for loan losses to period end loans has decreased
to  0.72%  at  March 31, 2007 from 0.74% at December 31, 2006 and 0.88% at March
31,  2006.  Non-performing  loans to period end loans have decreased to 0.66% at
March  31,  2007  from  0.76%  at  March  31,  2006.

                                      -12-
<PAGE>

OTHER  INCOME

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

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


<TABLE>
<CAPTION>

                                                                 THREE MONTHS ENDED MARCH 31,
                                                               2007    2006          CHANGE
------------------------------------------------------------------------------------------------
<S>                                                           <C>     <C>     <C>       <C>
(Dollars in thousands)
Service charges on deposit accounts                           $ 333   $ 371   $   (38)  -10.2%
Earnings on bank owned life insurance                            56      49         7    14.3%
Loan servicing fees                                              64      59         5     8.5%
Debit card interchange fees                                      48      41         7    17.1%
Other charges, commissions and fees                             100      94         6     6.4%
----------------------------------------------------------------------------------------------
Core noninterest income                                         601     614       (13)   -2.1%
Net losses on sales and impairment of investment securities      (3)     (2)       (1)   50.0%
Net losses on sales of loans and foreclosed real estate          (7)    (19)       12   -63.2%
----------------------------------------------------------------------------------------------
TOTAL NONINTEREST INCOME                                      $ 591   $ 593   $    (2)   -0.3%
==============================================================================================
</TABLE>

For  the  three  months  ended March 31, 2007, core noninterest income decreased
$13,000  when  compared  with the three months ended March 31, 2006. The $38,000
decrease  in  service  charges  on deposit accounts is attributable to decreased
utilization  of  our  extended  overdraft  program  by  the  customer base. This
decrease  was  offset  by  a  $7,000 increase in debit card usage fees, a $7,000
increase  in  earnings  on bank owned life insurance, a $6,000 increase in other
charges, commissions and fees, and a $5,000 increase in loan servicing fees. The
increase  in other charges, commissions and fees is primarily attributable to an
increase  in  revenue  from  in-house  investment  services.

NONINTEREST  EXPENSE

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

<TABLE>
<CAPTION>

                                      THREE MONTHS ENDED MARCH 31,
                                     2007    2006         CHANGE
--------------------------------------------------------------------
<S>                                 <C>     <C>     <C>       <C>
(Dollars in thousands)
Salaries and employee benefits      $1,227  $1,275  $   (48)   -3.8%
Building occupancy                     318     316        2     0.6%
Data processing                        342     324       18     5.6%
Professional and other services        237     115      122   106.1%
Amortization of intangible assets       56      56        -     0.0%
Other operating expenses               278     325      (47)  -14.5%
--------------------------------------------------------------------
TOTAL NONINTEREST EXPENSES          $2,458  $2,411  $    47     1.9%
====================================================================
</TABLE>

Total  noninterest  expense  increased for the three months ended March 31, 2007
when  compared  to  the  same  quarter  of 2006. Professional and other services
expense  increased  $122,000  primarily from consulting expenses associated with
the  on-going  SOX  404  process  review, additional legal costs associated with
expanded compensation disclosures within the annual proxy statement and a direct
mailing  campaign  aimed  at  attracting  new deposit customers. Data processing
expenses  increased  $18,000  primarily  due  to an increase in internet banking

                                      -13-
<PAGE>

costs,  ATM  processing  charges,  depreciation expense and maintenance charges.
These  increases  were  partially  offset  by  $48,000  and $47,000 decreases in
salaries and employee benefits and other expenses, respectively. The decrease in
salaries  and employee benefits was primarily due to a reduction in compensation
and  employee  benefits,  as  management  has  realigned responsibilities in its
effort  to  contain expenses. The decrease in other expenses was the result of a
reduction  in  costs  associated  with  foreclosed real estate properties as the
number  of  properties decreased to 4 from 13 in the comparable quarter of 2006,
combined  with  a  reduction  in  audit  and  exam  expenses.

INCOME  TAX  EXPENSE

Income  taxes  increased $2,000 for the quarter ended March 31, 2007 as compared
to  the  same  period in 2006. The Company continues to strive to reduce 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.  The  increase in the effective tax rate for the quarter ended March
31,  2007  of  19%  from 13% in 2006 is due primarily to a decline in tax-exempt
interest  income.  Enactment  of  proposed  state tax legislation regarding Real
Estate  Investment  Trusts  would  increase  the state tax rate for the Company.


CHANGES  IN  FINANCIAL  CONDITION

ASSETS

Total  assets increased approximately $15.8 million, or 5%, to $317.2 million at
March  31, 2007, from $301.4 million at December 31, 2006. The increase in total
assets was primarily the result of an increase in investment securities of $11.7
million,  or  19%, a $3.2 million, or 49%, increase in interest earning deposits
and  a  $1.5  million,  or  1%,  increase  in  loans  receivable.  The growth in
investment securities was a result of securities acquisitions during January and
February 2007 in order to obtain the required collateral for increased municipal
deposit  levels.

At  March  31,  2007,  the  securities balance included a net unrealized loss on
available  for  sale securities of $1.3 million, versus a net unrealized loss of
$1.4  million  at December 31, 2006.  These unrealized losses relate principally
to  changes  in  interest  rates  subsequent  to  the  acquisition  of  specific
securities.  None of the securities in this category had an unrealized loss that
exceeded  6%  of book value.  The Company has the intent and ability to hold the
individual  securities  to  maturity  or  market  price  recovery.

LIABILITIES

Total liabilities increased $15.8 million, or 6%, to $296.3 million at March 31,
2007  from  $280.5 million at December 31, 2006.  The increase in liabilities is
primarily  due  to a $14.9 million increase in total deposits and a $5.1 million
increase  in  junior  subordinated debentures, partially offset by a decrease in
other  long-term  borrowings  of  $4.4  million.  On March 22, 2007, the Company
entered  into  a trust preferred issuance for $5.1 million, adjustable quarterly
at  a  1.65%  spread over the 3-month LIBOR.  The Company intends to use all the
proceeds  from the issuance to retire its existing trust preferred obligation on
June  27,  2007  -  its  first  call  date.

                                      -14-
<PAGE>

LOAN  AND  ASSET  QUALITY  AND  ALLOWANCE  FOR  LOAN  LOSSES

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

<TABLE>
<CAPTION>

                                                           MARCH 31,  DECEMBER 31,
(Dollars in thousands)                                         2007        2006
----------------------------------------------------------------------------------
<S>                                             <C>        <C>             <C>
NONACCRUAL LOANS:
Commercial real estate and commercial                 $         491     $  481
Consumer                                                         99        125
Real estate - construction                                        -          -
              mortgage                                          760        566
--------------------------------------------------------------------------------
Total nonaccrual loans                                $       1,350     $1,172
--------------------------------------------------------------------------------
Total non-performing loans                            $       1,350     $1,172
--------------------------------------------------------------------------------
Foreclosed real estate                                $         365     $  471
--------------------------------------------------------------------------------
Total non-performing assets                           $       1,715     $1,643
--------------------------------------------------------------------------------
Non-performing loans to total loans                            0.66%      0.57%
--------------------------------------------------------------------------------
Non-performing assets to total assets                          0.54%      0.54%
--------------------------------------------------------------------------------
Interest income that would have been recorded
under the original terms of the loans                 $          67     $   53
--------------------------------------------------------------------------------
</TABLE>

Total  nonperforming  loans  increased  15%  at  March 31, 2007 when compared to
December  31,  2006.  Management  believes  that adequate reserves exist for any
potential  losses that may occur from the remediation process.  The 23% decrease
in  foreclosed  real  estate  is  primarily due to carrying four foreclosed real
estate  properties  at  March  31,  2007 versus seven properties at December 31,
2006.

The  allowance  for loan losses at March 31, 2007 and December 31, 2006 was $1.5
million,  or  0.72% and 0.74%  of  period  end  loans, as of these dates.

CAPITAL

Shareholders'  equity  remained constant at $20.9 million at March 31, 2007 when
compared  to December 31, 2006.  The Company added $165,000 to retained earnings
through  net  income,  which  was  offset  by  cash  dividends  returned  to its
shareholders  of $257,000.  Additional paid in capital increased $113,000 due to
the  exercise  of  stock  options during the first quarter of 2007.The Company's
mutual  holding company parent, Pathfinder Bancorp, M.H.C, accepted the dividend
for  the  quarter  ended  March  31,  2007, payable in April 2007.

Risk-based capital provides the basis for which all banks are evaluated in terms
of  capital  adequacy.  Capital  adequacy  is  evaluated primarily by the use of
ratios  which  measure  capital  against  total assets, as well as against total
assets  that  are weighted based on defined risk characteristics.  The Company's
goal  is to maintain a strong capital position, consistent with the risk profile
of  its  subsidiary banks that supports growth and expansion activities while at
the  same  time  exceeding  regulatory standards.  At March 31, 2007, Pathfinder
Bank  exceeded  all  regulatory  required  minimum  capital  ratios  and met the
regulatory  definition  of  a  "well-capitalized"  institution,  i.e. a leverage
capital ratio exceeding 5%, a Tier 1 risk-based capital ratio exceeding 6% and a
total  risk-based  capital  ratio  exceeding  10%.

LIQUIDITY

Liquidity  management  involves  the  Company's  ability  to  generate  cash  or
otherwise obtain funds at reasonable rates to support asset growth, meet deposit
withdrawals, maintain reserve requirements, and otherwise operate the Company on

                                      -15-
<PAGE>

an ongoing basis.  The Company's primary sources of funds are deposits, borrowed
funds,  amortization  and  prepayment  of  loans  and  maturities  of investment
securities  and  other  short-term  investments, and earnings and funds provided
from operations.  While scheduled principal repayments on loans are a relatively
predictable  source  of  funds,  deposit  flows and loan prepayments are greatly
influenced  by general interest rates, economic conditions and competition.  The
Company  manages  the pricing of deposits to maintain a desired deposit balance.
In addition, the Company invests excess funds in short-term interest-earning and
other  assets,  which  provide  liquidity  to  meet  lending  requirements.

The  Company's liquidity has been enhanced by its membership in the Federal Home
Loan  Bank  of  New York, whose competitive advance programs and lines of credit
provide  the  Company  with  a safe, reliable and convenient source of funds.  A
significant  decrease  in  deposits  in  the  future could result in the Company
having  to  seek  other  sources  of funds for liquidity purposes.  Such sources
could  include,  but  are not limited to, additional borrowings, trust preferred
security  offerings,  brokered  deposits,  negotiated time deposits, the sale of
"available-for-sale"  investment  securities,  the sale of securitized loans, or
the  sale  of whole loans.  Such actions could result in higher interest expense
costs  and/or  losses  on  the  sale  of  securities  or  loans.

The  Company  has  a  number of existing credit facilities available to it.  The
combined  aggregate  amount  of credit available in connection with its existing
facilities  is  approximately  $86.0  million  at  March  31,  2007.

The  Asset  Liability  Management  Committees of the Company are responsible for
implementing  the  policies and guidelines for the maintenance of prudent levels
of  liquidity.  As  of  March  31,  2007,  management  reported  to the Board of
Directors  that  the  Company  is  in  compliance  with  its  liquidity  policy
guidelines.

                                      -16-
<PAGE>

ITEM  3  -  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.

                                      -17-
<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

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

     PATHFINDER BANCORP, INC.
     ------------------------
     (Small business issuer)


May 14, 2007                    /s/ Thomas W. Schneider
------------                    -----------------------
Date:                           Thomas W. Schneider
                                President, Chief Executive Officer

May 14, 2007                    /s/ James A. Dowd
------------                     ----------------
Date:                           James A. Dowd
                                Senior Vice President, Chief Financial Officer


                                      -18-
<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, certify that:

1.     I have reviewed the March 31, 2007 quarterly report on Form 10-QSB 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 small business
issuer as of, and for, the periods presented in this report;

4.     The small business issuer'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 small
business issuer 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 small
          business  issuer,  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  small  business  issuer'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  small  business
          issuer's  internal  control  over  financial  reporting  that occurred
          during  the  small  business  issuer's most recent fiscal quarter (the
          small business issuer's fourth fiscal quarter in the case of an annual
          report)  that  has  materially  affected,  or  is reasonably likely to
          materially  affect,  the small business issuer's internal control over
          financial  reporting;  and

5.     The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

     (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 small business issuer'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 small business
          issuer's  internal  control  over  financial  reporting.


May 14, 2007              /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, certify that:

1.     I have reviewed the March 31, 2007 quarterly report on Form 10-QSB 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 small business
issuer as of, and for, the periods presented in this report;

4.     The small business issuer'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 small
business issuer 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 small
          business  issuer,  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  small  business  issuer'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  small  business
          issuer's  internal  control  over  financial  reporting  that occurred
          during  the  small  business  issuer's most recent fiscal quarter (the
          small business issuer's fourth fiscal quarter in the case of an annual
          report)  that  has  materially  affected,  or  is reasonably likely to
          materially  affect,  the small business issuer's internal control over
          financial  reporting;  and

5.     The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

     (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 small business issuer'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 small business
          issuer's  internal  control  over  financial  reporting.


May 14, 2007              /s/ James A. Dowd
------------              -----------------
Date                      James A. Dowd
                          Senior 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-QSB for the quarter
ended March 31, 2007 and that to the best of his knowledge:

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

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

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


May 14, 2007                  /s/ Thomas W. Schneider
------------                  -----------------------
Date                          Thomas W. Schneider
                              President and Chief Executive Officer


May 14, 2007                  /s/ James A. Dowd
------------                  -----------------
Date                          James A. Dowd
                              Senior Vice President and Chief Financial
                                Officer