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 MARCH 31, 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 2,603,580 shares
of the  Company's  common  stock  outstanding  as of May  10,  2002.





<PAGE>

                                   PATHFINDER
                              BANCORP, INC. INDEX



PART 1  FINANCIAL INFORMATION                                             PAGE

Item 1. Financial Statements

        o   Consolidated Balance Sheets                                       1
        o   Consolidated Statements of Income                                 2
        o   Consolidated Statements of Shareholders' Equity                   3
        o   Consolidated Statements of Cash Flows                           4-5
        o   Notes to Consolidated Financial Statements                      6-7

Item 2. Management's Discussion and Analysis of Financial                  8-12
            Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosure about Market Risk         13-14

PART II OTHER INFORMATION                                                    15



SIGNATURES



<PAGE>


<TABLE>
<CAPTION>

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

                                                                       March 31,              December 31,
                                                                         2002                     2001
                                                                    ------------           ----------------
ASSETS
<S>                                                                   <C>                        <C>
Cash and due from banks                                               $6,132,207                 $5,284,917
Interest earning deposits                                              1,397,889                  2,160,927
                                                                  --------------              -------------
         Total cash and cash equivalents                               7,530,096                  7,445,844

Investment securities                                                 50,566,046                 53,422,149
Mortgage loans held-for-sale                                           6,029,818                  5,270,999
Loans:
     Real estate residential                                         122,742,915                116,101,197
     Real estate commercial                                           31,097,795                 30,454,798
     Consumer                                                          3,191,114                  3,353,133
     Commercial                                                       14,631,617                 14,357,635
                                                                     -----------                -----------
       Total loans                                                   171,663,441                164,266,763
     Less: Allowance for loan losses                                   1,819,115                  1,679,215
                                                                    ------------              -------------
       Loans receivable, net                                         169,844,326                162,587,548

Premises and equipment, net                                            5,082,794                  4,929,433
Accrued interest receivable                                            1,353,120                  1,465,347
Other real estate                                                        550,739                    632,465
Intangible assets, net                                                 2,262,915                  2,341,854
Other assets                                                           6,515,022                  6,270,671
                                                                 ---------------             --------------
       Total assets                                                 $249,734,876               $244,366,310

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
     Interest bearing                                               $160,834,449               $156,553,658
     Non-interest bearing                                             12,949,294                 13,035,489
                                                                  --------------            ---------------
       Total deposits                                                173,783,743                169,589,147
Borrowed funds                                                        50,070,500                 49,440,500
Other liabilities                                                      3,062,823                  3,151,914
                                                                 ---------------            ---------------
       Total liabilities                                             226,917,066                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; 2,899,470 and 2,894,220 shares
       Issued and 2,602,597 and 2,601,495
      outstanding, respectively.                                          28,995                     28,942
     Additional paid in capital                                        6,967,248                  6,917,817
     Retained earnings                                                19,448,740                 19,015,639
     Accumulated other comprehensive income                              267,726                     80,652
     Unearned ESOP shares                                               (160,905)                  (173,142)
     Treasury stock, at cost;
       296,873 and 293,225 shares, respectively                       (3,733,994)                (3,685,159)
                                                                      -----------                -----------
     Total shareholders' equity                                       22,817,810                 22,184,749
                                                                  --------------             --------------
     Total liabilities and shareholders' equity                     $249,734,876               $244,366,310
                                                                    ============               ============

</TABLE>

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



                                       -1-

<PAGE>


                            PATHFINDER BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF INCOME For
               the three months ended March 31, 2002 and March 31,
                                      2001
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                              March 31,                March 31,
                                                                                 2002                    2001
                                                                             -----------            ------------
INTEREST INCOME:
<S>                                                                           <C>                    <C>
   Loans                                                                      $3,257,362             $3,133,320
   Interest and dividends on investments:
       U.S. Treasury and agencies                                                 38,049                121,594
       State and political subdivisions                                           79,203                 86,591
       Corporate obligations                                                     317,313                409,109
       Marketable equity securities                                               23,831                 42,899
       Mortgage-backed                                                           269,473                362,572
       Federal funds sold and interest-bearing deposits                            3,852                  1,375
                                                                               ---------              ---------
           Total interest income                                               3,989,083              4,157,460
                                                                               ---------              ---------

INTEREST EXPENSE:
   Interest on deposits                                                        1,220,329              1,617,788
   Interest on borrowed funds                                                    569,893                690,969
                                                                              ----------              ---------
       Total interest expense                                                  1,790,222              2,308,757
                                                                              ----------              ---------
               Net interest income                                             2,198,861              1,848,703
   Provision for loan losses                                                     162,233                121,183
                                                                              ----------              ---------
               Net interest income after provision for loan losses             2,036,628              1,727,520
                                                                              ----------              ---------

OTHER INCOME:
   Service charges on deposit accounts                                           141,704                116,739
   Loan servicing fees                                                            45,322                 36,124
   Increase in value of Company owned life insurance                              74,582                 39,322
   Net gain on securities, loans and other real estate                            30,284                 57,295
   Other charges, commission and fees                                            107,983                102,018
                                                                                --------                -------
       Total other income                                                        399,875                351,498
                                                                                --------                -------

OTHER EXPENSES:
   Salaries and employee benefits                                                783,876                759,562
   Building occupancy                                                            179,739                230,589
   Data processing expenses                                                      218,012                187,550
   Professional and other services                                               181,034                169,518
   Amortization of intangible asset                                               78,939                 78,939
   Other expenses                                                                322,752                272,501
                                                                             -----------             ----------
       Total other expenses                                                    1,764,352              1,698,659
                                                                             -----------             ----------
Income before income taxes                                                       672,151                380,359
Provision for income taxes                                                       169,754                113,734
                                                                             -----------             ----------
Net income                                                                   $   502,397              $ 266,625
                                                                             ===========              =========

Net income per share - basic                                                 $      0.20              $    0.10
                                                                             ===========              =========
Net income per share - diluted                                               $      0.19              $    0.10
                                                                             ===========              =========
</TABLE>

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

                                       -2-

<PAGE>
<TABLE>
<CAPTION>
                            PATHFINDER BANCORP, INC.
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                        THREE MONTHS ENDED MARCH 31, 2002
                                   (unaudited)

                                                     Common  Stock              Add't
                                                  ---------------------         Paid in         Retained       Compr.
                                                   Shares       Amount          Capital         Earnings       Income
-----------------------------------------------------------------------------------------------------------------------

<S>                                           <C>          <C>                <C>          <C>               <C>
Balance, December 31, 2001                      2,894,220      $28,942        $6,917,817       $19,015,639     $  -

Comprehensive income:
   Net Income                                                                                      502,397
   Other comprehensive income, net of tax
    Unealized gains on securities
    Unrealized holding gains arising
       during period
    Reclassification adjustment for gains
      Included in net income

   Other comprehensive income, before tax
   Income tax provision

   Other comprehensive income, net of tax

Comprehensive income:


ESOP shares earned                                                                14,939
Stock options exercised                             5,250          53             34,492
Treasury stock purchased
Dividends declared (.07 per share)                                               (69,296)
                                             -----------------------------------------------------------------------------

Balance, March 31, 2002                         2,899,470     $28,995         $6,967,248       $19,448,740      $   -
                                             =============================================================================
</TABLE>


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


<TABLE>
<CAPTION>
                            PATHFINDER BANCORP, INC.
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                        THREE MONTHS ENDED MARCH 31, 2002
                                   (unaudited)

                                                Accum.
                                                Other          Unearned
                                                Compr.         ESOP           Treasury
                                                Income         Shares          Stock          Total
-----------------------------------------------------------------------------------------------------------

<S>                                            <C>           <C>            <C>             <C>
Balance, December 31, 2001                      $80,652        $(173,142)    $(3,685,159)    $22,184,749

Comprehensive income:
   Net Income                                                                                    502,397
   Other comprehensive income, net of tax
    Unealized gains on securities
    Unrealized holding gains arising
       during period                            355,447
    Reclassification adjustment for gains
      Included in net income                    (43,956)
                                              ----------
   Other comprehensive income, before tax       311,491
   Income tax provision                         124,417
                                              ----------
   Other comprehensive income, net of tax       187,074          187,074                         187,074
                                              ----------
Comprehensive income:                           187,074
                                              ==========

ESOP shares earned                                                12,237                          27,176
Stock options exercised                                                                           34,545
Treasury stock purchased                                                         (48,835)        (48,835)
Dividends declared (.07 per share)                                                               (69,296)
                                             --------------------------------------------------------------

Balance, March 31, 2002                       $ 67,726         $(160,905)     $(3,733,994)   $22,817,810
                                             ==============================================================
</TABLE>
                                       -3-
<PAGE>


<TABLE>
<CAPTION>

                                                      PATHFINDER BANCORP, INC.
                                                      STATEMENTS OF CASH FLOWS
                                                  March 31, 2002 and March 31, 2001
                                                            (unaudited)

                                                                              March 31,                   March 31,
                                                                                2002                         2001
                                                                             -----------                 ------------
OPERATING ACTIVITIES:

<S>                                                                             <C>                  <C>
   Net income                                                                   $502,397             $    266,625
   Adjustments to reconcile net income to net cash
     provided by operating activities:
   Provision for loan losses                                                     162,233                  121,183
   ESOP and other stock-based compensation earned                                 27,176                   14,702
   Deferred income tax (benefit) provision                                       (60,856)                  62,633
   Proceeds from sale of loans                                                 5,779,247                  893,387
   Originations of loans held-for-sale                                        (6,551,469)                (849,704)
   Realized (gain)/loss on:
     Sale of real estate acquired through foreclosure                             (3,053)                  15,060
     Sale of loans                                                                13,403                  (69,306)
     Available-for-sale investment securities                                    (43,956)                       -
   Depreciation                                                                  124,140                  120,401
   Amortization of intangibles                                                    78,939                   78,939
   Increase in surrender value of life insurance                                 (74,582)                 (39,322)
   Net accretion of premiums and discounts
      on investment securities                                                   (12,959)                  (4,480)
   Decrease in interest receivable                                               112,227                    2,717
   Net change in other assets and liabilities                                   (322,385)                 (20,785)
                                                                             ------------              -----------
 Net cash (used in) provided by operating activities                            (269,498)                 592,050
                                                                             ------------              -----------

INVESTING ACTIVITIES

   Purchase of investment securities available-for-sale                       (1,281,563)                (834,081)
   Proceeds from maturities and principle reductions of
       investment securities available-for-sale                                3,280,472                1,048,198
   Proceeds from sale of:
       Real estate acquired through foreclosure                                  154,279                   64,178
       Available-for-sale investment securities                                1,225,602                        -
   Net increase in loans                                                      (7,488,511)                (928,676)
   Purchase of premises and equipment                                           (277,501)                 (38,532)
                                                                              -----------            -------------
 Net cash used in investing activities                                        (4,387,222)                (688,913)
                                                                              -----------            -------------

FINANCING ACTIVITIES

   Net increase in demand deposits, NOW accounts savings accounts, money market
       deposit accounts
       and escrow deposits                                                     4,271,034                  424,150
   Net (decrease)/increase in time deposits                                      (76,438)               3,177,055
   Net proceeds/(repayments) from borrowings                                     630,000               (3,021,000)
   Proceeds from exercise of stock options                                        34,545                        -
   Cash dividends                                                                (69,334)                (154,714)
   Treasury stock purchased                                                      (48,835)                      --
                                                                             -----------             ------------
  Net cash provided by financing activities                                    4,740,972                  425,491
                                                                             -----------             ------------
  Increase in cash and cash equivalents                                           84,252                  328,628
 Cash and cash equivalents at beginning of period                              7,445,844                4,155,343
                                                                            ------------             ------------
  Cash and cash equivalents at end of period                                  $7,530,096               $4,483,971
                                                                             ==========               ==========
CASH PAID DURING THE PERIOD FOR:
   Interest                                                                   $1,757,696               $2,377,213
   Income taxes paid                                                             400,000                       --

NON-CASH INVESTING ACTIVITY:
   Transfer of loans to other real estate                                        $69,500                 $194,417
   (Increase)/decrease in unrealized gains and losses on available
       for sale investment securities                                           (311,491)                 506,413

NON-CASH FINANCING ACTIVITY:
   Dividends declared and unpaid                                                 $71,243                 $156,090

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


                                       -4-

<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 ended March 31, 2002 and 2001.

     Operating  results  for the  three  months  ended  March  31,  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 ended March 31, 2002 and 2001,  using  2,571,520 and 2,562,825
     weighted average common shares outstanding.  Diluted earnings per share for
     the three  month  period  ending  March 31,  2002 has been  computed  using
     2,621,986 weighted average common shares outstanding.  For the three months
     ended  March 31,  2001,  the  calculation  of  diluted  earnings  per share
     excludes the effect of  incremental  common stock  equivalents  aggregating
     84,000 shares since the exercise price was greater than the market price of
     the shares.

(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.

(4) Dividend Restrictions

     For the  first  quarter  ending  March  31,  2002,  the  Company's  parent,
     Pathfinder  Bancorp,  MHC,  waived its right to  receive  its  portion,  or
     $111,0000,  of the cash  dividends  declared on March 19, 2002. The Company
     maintains  a  restricted   capital   account   with  a  $332,000   balance,
     representing its portion of dividends waived as of March 31, 2002.






                                       -5-

<PAGE>

                            Pathfinder Bancorp, Inc.

                          Notes to Financial Statements


(5) 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 as
     a result of the adoption of this pronouncement.


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., and Whispering Oaks Development Corp. At
March 31, 2002, Pathfinder Bancorp,  Inc.'s only business was the 100% ownership
of Pathfinder Bank, which in turn owns Pathfinder REIT, Inc. and Whispering Oaks
Development  Corp.  At March  31,  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 1,019,358 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 March 31, 2002
and the results of  operations  of the Company for the three  months ended March
31, 2002.

Financial Condition

Assets

     Total assets  increased  approximately  $5.4  million,  or 2.2%,  to $249.7
million at March 31, 2002 from $244.4 million at December 31, 2001. The increase
in total assets was primarily the result of an increase in net loans  receivable
of $7.3 million and a $759,000 increase in mortgage loans held-for-sale.

                                       -6-

<PAGE>



     These  increases  were  partially  offset  by a $2.9  million  decrease  in
investment securities.  The increase in net loans receivable is primarily due to
a $6.6  million  increase  in  residential  real  estate  loans,  and a $917,000
increase in commercial real estate and commercial  loans,  partially offset by a
decrease in consumer  loans of $162,000.  The  increases in loan  balances are a
result of the Company  originating  secondary  market eligible  residential real
estate mortgages. The increase in loans was principally funded by an increase of
$4.2 million in deposits,  proceeds from sales of loans in the secondary market,
and  by  proceeds  from   amortization,   maturities  and  sales  of  investment
securities.

Liabilities

     Total liabilities  increased by $4.7 million, or 2.1%, to $226.9 million at
March 31,  2002 from  $222.2  million at  December  31,  2001.  The  increase is
primarily  attributable to a $4.2 million,  or 2.5%,  increase in deposits and a
$630,000,  or 1.3%,  increase in borrowed  funds.  The  increase in deposits was
primarily  comprised of a $4.3 million  increase in interest  bearing  deposits,
offset by a $86,000 decrease in noninterest  bearing  deposits.  The increase in
interest  bearing  deposits  was  comprised  of a $1.1  million  increase in NOW
deposit accounts,  a $2.9 million increase in money management  accounts,  and a
$1.0 million  increase in savings  accounts,  partially  offset by a decrease in
time deposits of $76,000.  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 $633,000, or 2.9%, to $22.8 million at March
31, 2002 from $22.2 million at December 31, 2001. The increase in  shareholders'
equity is primarily the result of a $433,000 increase in retained earnings and a
$187,000 increase in accumulated  other  comprehensive  income.  The increase in
retained  earnings  is a result of net income of  $502,000  offset by  dividends
declared of $69,000 during the first three 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
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  $502,000 for the three
months ended March 31, 2002,  as compared to $267,000 for the same period during
2001.  The  increase in net income of $236,000,  or 88.4%,  for the three months
ended March 31, 2002, resulted primarily from an increase of $309,000, or 17.9%,
in net interest  income after  provision  for loan losses,  an increase in other
income of $48,000,  or 13.8%,  partially  offset by an  increase of $66,000,  or
3.9%, in operating expenses and a $56,000,  or 49.3%,  increase in provision for
income taxes.

     Annualized  return on average  assets  and return on average  shareholders'
equity were .82% and 8.81%,  respectively,  for the three months ended March 31,
2002  compared  to .46% and 4.47% for the first  quarter of 2001.  Earnings  per
share - basic was $.20 for the first  quarter of 2002  compared  to $.10 for the
same period in 2001.

                                       -7-

<PAGE>


Interest Income

     Interest income,  on a tax-equivalent  basis,  totaled $4.0 million for the
quarter  ended March 31, 2002, as compared to $4.2 million for the quarter ended
March 31, 2001, a decrease of $173,000, or 4.1%. Interest income was affected by
an increase in the average balance of interest-earning  assets to $226.2 million
for the three months ended March 31, 2002 from $214.2  million in the prior year
period,  offset by a decrease in the tax equivalent  yield on average  interest-
earning assets to 7.13% from 7.85%. The decrease in the tax equivalent yield was
a result of a lower interest rate  environment  during the first quarter of 2002
as  compared  to the same  quarter  in 2001.  The yield  decrease  was  somewhat
mitigated by increased  originations  of residential  and commercial real estate
loans.

     Interest income on loans receivable  increased  $125,000,  or 4.0%, to $3.3
million for the three months ended March 31, 2002 as compared to the same period
in the prior year.  The increase in interest  income on loans  occurred  from an
increase in the average balance of loans  receivable of $22.2 million,  or 14.7%
to $173.3  million at March 31,  2002,  from $151.1  million at March 31,  2001,
partially offset by a decrease in the average yield on loans receivable to 7.52%
from 8.29%.

     Interest income on the  mortgage-backed  securities  portfolio decreased by
$93,000,  or 25.7%,  to $269,000 for the three months ended March 31, 2002, from
$363,000 for the three  months  ended March 31,  2001.  The decrease in interest
income on mortgage-backed  securities resulted generally from a reduction in the
average balance on  mortgage-backed  securities of $4.8 million and the decrease
in the average yield on mortgage-backed securities to 6.37% from 6.68%.

     Interest  income  on  investment  securities,  on a tax  equivalent  basis,
decreased  $207,000  or 29.3%,  for the three  months  ended  March 31,  2002 to
$499,000  from  $706,000  for the same  period in 2001.  The  decrease  resulted
primarily from the decrease in the average balance of investment securities,  of
$6.2 million, combined with a decrease in the tax equivalent yield of investment
securities  to  5.67%  from  6.82%.  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.

     Interest income on  interest-earning  deposits  increased $3,000, to $4,000
from $1,000 for the three  months  ended March 31, 2002 and 2001,  respectively.
The  increase is the result of a $805,000  increase  in the  average  balance of
interest earning deposits.

Interest Expense

     Interest  expense  for the  quarter  ended  March  31,  2002  decreased  by
approximately  $519,000,  or  22.5%,  to $1.8  million  from $2.3  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 3.10% from 4.23% and the  decrease in the average
cost of  borrowed  funds to 4.47% from 6.08%.  These  decreases  were  partially
offset by an increase of $4.8 million in the average balance of interest bearing
deposits and a $5.5 million increase in the average balance of borrowed funds.

Net Interest Income

     Net interest income increased $346,000, or 18.3%, to $2.2 million, on a tax
equivalent  basis,  for the quarter ended March 2002,  when compared to the same
period in the prior year.

     Net interest margin for the quarter ended March 31, 2002 increased to 3.96%
from 3.54% when compared to the same period in the prior year.



                                      -8-

<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 FDIC.  The
Company  established  a provision  for possible loan losses for the three months
ended March 31, 2002 of $162,000, as compared to a provision of $121,000 for the
three months ended March 31, 2001.  The increase in provision for loan losses is
attributable to an increase in the loan receivable  balance,  an increase in the
risk rating of a commercial  loan  relationship,  and an increase in the overall
delinquencies  in the  portfolio.  The  Company's  ratios of allowance  for loan
losses to total loans receivable and to  non-performing  loans at March 31, 2002
were 1.06% and  47.42%,  respectively,  as compared to .089% and 66.93% at March
31, 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 increased $48,000,  or 13.8%,
for the  quarter  ended  March 31,  2002,  as compared to the same period in the
prior year. The increase in non-interest  income is primarily  attributable to a
$25,000  increase in service charges on deposit  accounts,  a $9,000 increase in
loan  servicing  fees, an increase in the value of bank owned life  insurance of
$35,000 and an increase in other charges,  commissions and fees of $6,000. These
increases  are  partially  offset by a decrease  in the net gain on  securities,
loans and other real estate of $27,000.

Non-interest Expense

     Non-interest  expense increased  $66,000,  or 3.9%, to $1.8 million for the
quarter  ended  March 31,  2002,  when  compared to the same period in the prior
year. The increase in operating expenses was due to a $24,000 increase in salary
expenses,  or 3.2%, a $30,000  increase in data processing  expenses,  a $12,000
increase in  professional  and other  services  and a $50,000  increase in other
expenses.  These  increases  were  partially  offset by a decrease  in  building
occupancy expenses of $51,000.

Income Taxes

     Income  taxes  increased  $56,000 for the  quarter  ended March 31, 2002 as
compared to the same period in the prior year. This increase was attributable to
a $292,000 increase in the Company's pre-tax income.
















                                      -9-

<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. In addition,  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
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,

                                      -10-

<PAGE>



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.

     Gap Analysis.  At March 31, 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 $22.0  million,  representing  a
cumulative one- year gap ratio of a negative 9.83%.

     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  March 31,  2002
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.

Change in Interest Rates
  Increase(Decrease)
     Basis Points             Net Interest Income           Net Portfolio Value
     (Rate Shock)              Percentage Change             Percentage Change

        300                         -11.27%                         -25.69%
        200                         - 7.16%                         -17.51%
        100                         - 3.22%                          -8.66%
      Base Case
       (100)                        - 0.09%                           7.59%
       (200)                        - 3.30%                           9.71%
       (300)                        - 7.67%                          14.55%

                                      -11-

<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

Not applicable

Other Information

     On March 19, 2002 the Board of Directors  declared a $.07 cash  dividend to
shareholders of record as of March 31, 2002, payable on April 15, 2002.

Exhibits and Reports on Form 8-K

None



                                      -12-

<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:    May 14, 2002                       Thomas W. Schneider
         --- --- ----                       President, Chief Executive Officer

                                            /s/ James A. Dowd
                                            ------------------------------------
Date:    May 14, 2002                       James A. Dowd
         --- --- ----                       Vice President,
                                             Chief Financial Officer





                                      -13-

<PAGE>