SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-Q

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

                         SEC Exchange Act No. 000-23601

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

                                     Federal
            (State or jurisdiction of incorporation or organization)

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


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

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

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

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

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

      Indicate  the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:  There were 2,463,132 shares
of  the  Company's  common  stock  outstanding  as  of  August  5,  2005.



<PAGE>


                            PATHFINDER BANCORP, INC.
                                      INDEX



PART  1  FINANCIAL  INFORMATION                                       PAGE

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

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

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

          Item  4.     Control  and  Procedures                        20

PART  II  OTHER  INFORMATION                                           21

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


SIGNATURES

<PAGE>

<TABLE>
<CAPTION>

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


                                                                                     2005       2004
ASSETS
-------------------------------------------------------------------------------------------------------
(Dollars in thousands)
<S>                                                                                <C>        <C>
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  9,915   $  6,741
Interest earning deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . .       374      7,584
-------------------------------------------------------------------------------------------------------
    Total cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .    10,289     14,325
Investment securities, at fair value. . . . . . . . . . . . . . . . . . . . . . .    87,447     75,069
Federal Home Loan Bank stock, at cost . . . . . . . . . . . . . . . . . . . . . .     2,163      1,768
Mortgage loans held-for-sale. . . . . . . . . . . . . . . . . . . . . . . . . . .         0      2,159
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   187,943    186,952
   Less: Allowance for loan losses. . . . . . . . . . . . . . . . . . . . . . . .     1,879      1,827
-------------------------------------------------------------------------------------------------------
     Loans receivable, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .   186,064    185,125

Premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . .     8,025      7,580
Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,683      1,505
Foreclosed real estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       878        798
Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,840      3,840
Intangible asset, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       516        627
Bank owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5,857      5,768
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,709      3,473
-------------------------------------------------------------------------------------------------------
     Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $310,471   $302,037
=======================================================================================================


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

Deposits:
  Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $218,262   $217,513
  Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18,977     19,159
-------------------------------------------------------------------------------------------------------
     Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   237,239    236,672
Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10,900      1,000
Long-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32,360     34,360
Junior subordinated debentures. . . . . . . . . . . . . . . . . . . . . . . . . .     5,155      5,155
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,139      3,024
-------------------------------------------------------------------------------------------------------
     Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   288,793    280,211

Shareholders' equity:
   Preferred stock, authorized shares 1,000,000; no shares issued or outstanding
   Common stock, par value $.01; authorized 10,000,000 shares;
    2,950,419 and 2,937,419 shares issued;  and 2,463,132 and 2,450,132
    shares outstanding, respectively. . . . . . . . . . . . . . . . . . . . . . .        29         29
   Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . . . . .     7,579      7,453
   Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21,228     21,186
   Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . .      (645)      (307)
   Unearned ESOP shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (11)       (33)
   Treasury Stock, at cost; 487,287 shares. . . . . . . . . . . . . . . . . . . .    (6,502)    (6,502)
-------------------------------------------------------------------------------------------------------
     Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . .    21,678     21,826
-------------------------------------------------------------------------------------------------------

     Total liabilities and shareholders' equity . . . . . . . . . . . . . . . . .  $310,471   $302,037
=======================================================================================================
</TABLE>

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

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

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


                                                                 For the three   For the three
                                                                 months ended     months ended
                                                                 June 30, 2005   June 30, 2004
-----------------------------------------------------------------------------------------------

(Dollars in thousands, except per share data)
<S>                                                             <C>              <C>
INTEREST INCOME:
 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        2,929   $        2,981
 Debt securities:
Taxable. . . . . . . . . . . . . . . . . . . . . . . . . . . .             659              585
Tax-exempt . . . . . . . . . . . . . . . . . . . . . . . . . .             135               59
 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . .              56               35
 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .               8               22
-----------------------------------------------------------------------------------------------
       Total interest income . . . . . . . . . . . . . . . . .           3,787            3,682

INTEREST EXPENSE:
  Interest on deposits . . . . . . . . . . . . . . . . . . . .           1,031              915
  Interest on short-term borrowings. . . . . . . . . . . . . .              39                7
  Interest on long-term borrowings . . . . . . . . . . . . . .             456              474
-----------------------------------------------------------------------------------------------
       Total interest expense. . . . . . . . . . . . . . . . .           1,526            1,396
-----------------------------------------------------------------------------------------------
          Net interest income. . . . . . . . . . . . . . . . .           2,261            2,286
  Provision for loan losses. . . . . . . . . . . . . . . . . .              66              107
-----------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses.           2,195            2,179
-----------------------------------------------------------------------------------------------

OTHER INCOME:
  Service charges on deposit accounts. . . . . . . . . . . . .             319              227
  Loan servicing fees. . . . . . . . . . . . . . . . . . . . .              44               77
  Increase in value of bank owned life insurance . . . . . . .              45               48
  Net gain on sales of securities. . . . . . . . . . . . . . .               -              330
  Net gain on sales of loans/real estate . . . . . . . . . . .               -               41
  Other charges, commissions & fees. . . . . . . . . . . . . .             138              129
-----------------------------------------------------------------------------------------------
          Total other income . . . . . . . . . . . . . . . . .             546              852
-----------------------------------------------------------------------------------------------

OTHER EXPENSES:
  Salaries and employee benefits . . . . . . . . . . . . . . .           1,253            1,180
  Building occupancy . . . . . . . . . . . . . . . . . . . . .             259              257
  Data processing expenses . . . . . . . . . . . . . . . . . .             306              229
  Professional and other services. . . . . . . . . . . . . . .             235              182
  Amortization of intangible asset . . . . . . . . . . . . . .              55               56
  Other expenses . . . . . . . . . . . . . . . . . . . . . . .             402              423
-----------------------------------------------------------------------------------------------
          Total other expenses . . . . . . . . . . . . . . . .           2,510            2,327
-----------------------------------------------------------------------------------------------

Income before income taxes . . . . . . . . . . . . . . . . . .             231              704
(Benefit) provision for income taxes . . . . . . . . . . . . .              (3)             182
-----------------------------------------------------------------------------------------------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . .  $          234   $          522
===============================================================================================

     NET INCOME PER SHARE - BASIC. . . . . . . . . . . . . . .  $         0.10   $         0.21
===============================================================================================
     NET INCOME PER SHARE - DILUTED. . . . . . . . . . . . . .  $         0.09   $         0.21
===============================================================================================
     DIVIDENDS PER SHARE . . . . . . . . . . . . . . . . . . .  $       0.1025   $         0.10
===============================================================================================
</TABLE>
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.

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

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


                                                                  For the six     For the six
                                                                 months ended     months ended
                                                                 June 30, 2005   June 30, 2004
-----------------------------------------------------------------------------------------------
<S>                                                             <C>              <C>
(Dollars in thousands, except per share data)
INTEREST INCOME:
 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        5,818   $        5,971
 Debt securities:
Taxable. . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,263            1,057
Tax-exempt . . . . . . . . . . . . . . . . . . . . . . . . . .             238              107
 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . .             107               71
 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .              59               37
-----------------------------------------------------------------------------------------------
       Total interest income . . . . . . . . . . . . . . . . .           7,485            7,243

INTEREST EXPENSE:
  Interest on deposits . . . . . . . . . . . . . . . . . . . .           2,061            1,767
  Interest on short-term borrowings. . . . . . . . . . . . . .              49               16
  Interest on long-term borrowings . . . . . . . . . . . . . .             915              970
-----------------------------------------------------------------------------------------------
       Total interest expense. . . . . . . . . . . . . . . . .           3,025            2,753
-----------------------------------------------------------------------------------------------

          Net interest income. . . . . . . . . . . . . . . . .           4,460            4,490
  Provision for loan losses. . . . . . . . . . . . . . . . . .             138              295
-----------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses.           4,322            4,195
-----------------------------------------------------------------------------------------------

OTHER INCOME:
  Service charges on deposit accounts. . . . . . . . . . . . .             593              462
  Loan servicing fees. . . . . . . . . . . . . . . . . . . . .              85              118
  Increase in value of bank owned life insurance . . . . . . .              89               96
  Net gain on sales of securities. . . . . . . . . . . . . . .               -              484
  Net gain on sales of loans/real estate . . . . . . . . . . .             (12)             121
  Other charges, commissions & fees. . . . . . . . . . . . . .             280              249
-----------------------------------------------------------------------------------------------
          Total other income . . . . . . . . . . . . . . . . .           1,035            1,530
-----------------------------------------------------------------------------------------------

OTHER EXPENSES:
  Salaries and employee benefits . . . . . . . . . . . . . . .           2,517            2,383
  Building occupancy . . . . . . . . . . . . . . . . . . . . .             502              534
  Data processing expenses . . . . . . . . . . . . . . . . . .             613              454
  Professional and other services. . . . . . . . . . . . . . .             424              328
  Amortization of intangible asset . . . . . . . . . . . . . .             111              112
  Other expenses . . . . . . . . . . . . . . . . . . . . . . .             763              766
-----------------------------------------------------------------------------------------------
          Total other expenses . . . . . . . . . . . . . . . .           4,930            4,577
-----------------------------------------------------------------------------------------------

Income before income taxes . . . . . . . . . . . . . . . . . .             427            1,148
Provision for income taxes . . . . . . . . . . . . . . . . . .              44              303
-----------------------------------------------------------------------------------------------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . .  $          383   $          845
===============================================================================================

     NET INCOME PER SHARE - BASIC. . . . . . . . . . . . . . .  $         0.16   $         0.35
                                                                ===============  ==============
     NET INCOME PER SHARE - DILUTED. . . . . . . . . . . . . .  $         0.15   $         0.34
                                                                ===============  ==============
     DIVIDENDS PER SHARE . . . . . . . . . . . . . . . . . . .  $        0.205   $         0.20
                                                                ===============  ==============
</TABLE>

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

                                      -3-
<PAGE>
<TABLE>
<CAPTION>

                                                  PATHFINDER BANCORP, INC.
                                 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                      SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004
                                                         (unaudited)

                                                                                                       Accumulated
                                                                              Additional                 Other Com-   Unearned
                                                                                 Paid in   Retained      prehensive       ESOP
                                                      Shares        Amount       Capital   Earnings   Income (Loss)     Shares
-----------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>           <C>          <C>        <C>             <C>
(Dollars in thousands, except per share data)
BALANCE, DECEMBER 31, 2004. . . . . . . . . .     2,937,419   $        29   $     7,453  $  21,186  $        (307)  $   (33)
Comprehensive income
Net income. . . . . . . . . . . . . . . . . .                                                  383
Other comprehensive loss, net of tax
Unrealized net losses on securities . . . . .                                                                (338)

Total Comprehensive loss. . . . . . . . . . .
ESOP shares earned. . . . . . . . . . . . . .                                        40                                  22
Stock option exercised. . . . . . . . . . . .        13,000             -            86
Dividends declared ($.205 per share). . . . .                                                 (341)
-----------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2005. . . . . . . . . . . .     2,950,419   $        29   $     7,579  $  21,228  $        (645)  $   (11)
=============================================================================================================================


BALANCE, DECEMBER 31, 2003. . . . . . . . . .     2,919,386   $        29   $     7,225  $  20,747  $         364   $   (78)
Comprehensive income
Net income. . . . . . . . . . . . . . . . . .                                                  845
Other comprehensive loss, net of tax
Unrealized net losses on securities . . . . .                                                              (1,420)

Total Comprehensive loss. . . . . . . . . . .
ESOP shares earned. . . . . . . . . . . . . .                                        47                                  23
Stock option exercised. . . . . . . . . . . .        16,033             -           125
Dividends declared ($.20 per share) . . . . .                                                 (330)
-----------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2004. . . . . . . . . . . .  $  2,935,419   $        29   $     7,397  $  21,262  $      (1,056)  $   (55)
=============================================================================================================================



                                                Treasury
                                                  Stock      Total
-------------------------------------------------------------------
<S>                                            <C>       <C>
(Dollars in thousands, except per share data)
BALANCE, DECEMBER 31, 2004. . . . . . . . . .  $(6,502)    $21,826
Comprehensive income
Net income                                                     383
Other comprehensive loss, net of tax
Unrealized net losses on securities                           (338)
                                                            -------
Total Comprehensive loss                                        45
ESOP shares earned                                              62
Stock option exercised                                          86
Dividends declared ($.205 per share)                          (341)
--------------------------------------------------------------------
BALANCE, JUNE 30, 2005. . . . . . . . . . . .  $(6,502)    $21,678
====================================================================


BALANCE, DECEMBER 31, 2003. . . . . . . . . .  $(6,502)  $21,785
Comprehensive income
Net income                                                   845
Other comprehensive loss, net of tax
Unrealized net losses on securities                       (1,420)
                                                          -------
Total Comprehensive loss                                    (575)
ESOP shares earned                                            70
Stock option exercised                                       125
Dividends declared ($.20 per share)                         (330)
--------------------------------------------------------------------
BALANCE, JUNE 30, 2004. . . . . . . . . . . .  $(6,502)  $21,075
====================================================================
</TABLE>

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

                                      -4-
<PAGE>

<TABLE>
<CAPTION>

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


                                                              June 30,    June 30,
                                                                 2005        2004
------------------------------------------------------------------------------------
(Dollars in thousands)
OPERATING ACTIVITIES:
<S>                                                          <C>         <C>
  Net income. . . . . . . . . . . . . . . . . . . . . . . .  $     383   $     845
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Provision for loan losses . . . . . . . . . . . . . . . .        138         295
  ESOP and other stock-based compensation earned. . . . . .         62          70
  Deferred income tax expense . . . . . . . . . . . . . . .        177          32
  Proceeds from sale of loans . . . . . . . . . . . . . . .      2,443       7,263
  Originations of loans held-for-sale . . . . . . . . . . .          -      (4,317)
  Realized loss/(gain) on:
    Sale of real estate loans through foreclosure . . . . .         19         (30)
    Loans . . . . . . . . . . . . . . . . . . . . . . . . .         (7)        (91)
    Available-for-sale investment securities. . . . . . . .          -        (484)
  Depreciation. . . . . . . . . . . . . . . . . . . . . . .        332         282
  Amortization of intangible. . . . . . . . . . . . . . . .        111         112
  Amortization of deferred financing costs. . . . . . . . .         15          15
  Amortization of mortgage servicing rights . . . . . . . .         65          81
  Increase in surrender value of life insurance . . . . . .        (89)        (96)
  Net amortization of premiums on investment securities . .        182         158
  Increase in interest receivable . . . . . . . . . . . . .       (178)       (218)
  Net change in other assets and liabilities. . . . . . . .       (153)       (981)
------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . .      3,500       2,936
------------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Purchase of investment securities available-for-sale. . .    (20,624)    (28,842)
  Proceeds from maturities and principal reductions of
    investment securities available-for-sale. . . . . . . .      7,105       4,906
  Proceeds from sale:
    Real estate acquired through foreclosure. . . . . . . .        169         100
    Available-for-sale investment securities. . . . . . . .          -       4,350
  Purchase of life insurance. . . . . . . . . . . . . . . .          -      (1,100)
  Net (increase) decrease in loans. . . . . . . . . . . . .     (1,622)      2,159
  Purchase of premises and equipment. . . . . . . . . . . .       (777)       (870)
------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . .    (15,749)    (19,297)
------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Net (decrease) increase in demand deposits, NOW accounts
    savings accounts, money market deposit accounts
    and escrow deposits . . . . . . . . . . . . . . . . . .     (6,717)     26,595
  Net increase in time deposits . . . . . . . . . . . . . .      7,284         364
  Net proceeds from short term borrowings . . . . . . . . .      9,900      (4,600)
  Payments on long-term borrowings. . . . . . . . . . . . .     (2,000)          -
  Proceeds from exercise of stock options . . . . . . . . .         86         125
  Cash dividends paid . . . . . . . . . . . . . . . . . . .       (340)       (328)
------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . .      8,213      22,156
------------------------------------------------------------------------------------

  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS. . . . .     (4,036)      5,795
 Cash and cash equivalents at beginning of period . . . . .     14,325       8,714
------------------------------------------------------------------------------------
  CASH AND CASH EQUIVALENTS AT END OF PERIOD. . . . . . . .  $  10,289   $  14,509
===================================================================================
</TABLE>

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

                                      -5-
<PAGE>


PATHFINDER  BANCORP,  INC.

Notes  to  Financial  Statements

(1)  BASIS  OF  PRESENTATION

The accompanying unaudited financial statements were prepared in accordance with
the instructions for Form 10-Q and Regulation S-X and, therefore, do not include
information  for  footnotes  necessary  for a complete presentation of financial
position,  results  of  operations,  and cash flows in conformity with generally
accepted  accounting  principles.  The  following  material  under  the  heading
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations"  is  written  with  the  presumption  that  the users of the interim
financial  statements have read, or have access to, the Company's latest audited
financial  statements  and  notes thereto, together with Management's Discussion
and Analysis of Financial Condition and Results of Operations as of December 31,
2004 and for the three year period then ended.  Therefore, only material changes
in  financial condition and results of operations are discussed in the remainder
of  Part  1.

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

(2)  EARNINGS  PER  SHARE

Basic  earnings  per  share  has  been  computed  by  dividing net income by the
weighted average number of common shares outstanding throughout the three months
and  six  months  ended  June  30,  2005 and 2004, using 2,452,357 and 2,436,878
weighted  average  common  shares  outstanding  for  the three months ended, and
2,449,889  and  2,430,468  for  the  six  months  ended,  respectively.  Diluted
earnings  per  share for the three months and six months ended June 30, 2005 and
2004 have been computed using 2,487,229 and 2,478,570 for the three months ended
and  2,486,999  and  2,477,102  for the six months ended, respectively.  Diluted
earnings  per  share  gives  effect  to  weighted  average  shares that would be
outstanding  assuming  the  exercise  of issued stock options using the treasury
stock  method.

(3)  PENSION  BENEFITS

The  composition  of net periodic benefit plan cost for the three months and six
months  ended  June  30,  is  as  follows:

<TABLE>
<CAPTION>
                                FOR  THE  THREE         FOR  THE  SIX
                                 MONTHS  ENDED           MONTHS  ENDED
                                   JUNE 30,                 JUNE 30,
                                  2005    2004         2005    2004
-----------------------------------------------------------------------
<S>                              <C>     <C>          <C>     <C>
(In thousands)
Service cost. . . . . . . . . .  $  38   $  43        $  76   $  86
Interest cost . . . . . . . . .     57      52          114     104
Expected return on plan assets.    (71)    (63)        (142)   (126)
Amortization of net losses. . .     24      24           48      48
-----------------------------------------------------------------------
Net periodic benefit cost . . .  $  48   $  56        $  96   $ 112
=======================================================================
</TABLE>

The  Company previously disclosed in its financial statements for the year ended
December  31,  2004, that it expected to contribute $190,000 to its pension plan
in  2005.  As  of  June  30,  2005, $609,000 had been contributed to the pension
plan.  The  Company  contributed  more  than  expected  to avoid a PGBC (Pension
Benefit  Guaranty  Corporation)  variable  rate  premium.

                                      -6-
<PAGE>

(4)  DIVIDEND  RESTRICTIONS

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

(5)  COMPREHENSIVE  INCOME

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

<TABLE>
<CAPTION>
                                           For  the               For  the
                                         three  months           six  months
                                       ended June 30,         ended June 30,
                                        2005       2004      2005       2004
----------------------------------------------------------------------------
<S>                                     <C>     <C>       <C>     <C>
(In thousands)
Gross change in unrealized gains on
  securities available for sale. . . . $ 807   $(2,388)     $(565)  $(1,882)
Reclassification adjustment for gains
  included in net income . . . . . . .    -       (330)        -       (484)
----------------------------------------------------------------------------
                                         807    (2,718)     (565)    (2,366)
Tax effect . . . . . . . . . . . . . .  (322)    1,087       227        946
----------------------------------------------------------------------------
Net of tax amount. . . . . . . . . . . $ 485   $(1,631)    $(338)   $(1,420)
============================================================================
</TABLE>

(6)  GUARANTEES

The  Company  does  not  issue  any  guarantees  that  would  require  liability
recognition  or  disclosure,  other than its standby letters of credit.  Standby
letters  of  credit written are conditional commitments issued by the Company to
guarantee  the  performance  of  a  customer  to  a third party.  Generally, all
letters  of  credit,  when  issued  have  expiration dates within one year.  The
credit  risk  involved  in  issuing letters of credit is essentially the same as
those that are involved in extending loan facilities to customers.  The Company,
generally,  holds  collateral  and/or  personal  guarantees  supporting  these
commitments.  The  Company  had $865,000 of standby letters of credit as of June
30,  2005.  Management believes that the proceeds obtained through a liquidation
of collateral and the enforcement of guarantees would be sufficient to cover the
potential  amount of future payment required under the corresponding guarantees.
The  current  amount  of  the liability as of June 30, 2005 for guarantees under
standby  letters  of  credit  issued  is  not  material.

(7)  NEW  ACCOUNTING  PRONOUNCEMENTS

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

On  April 14, 2005, the Securities and Exchange Commission ("SEC") adopted a new
rule that amends the compliance dates for Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based
Payment" ("SFAS No. 123R"). Under the new rule, the Company is required to adopt
SFAS  No.  123R in the first annual period beginning after June 15, 2005.  Since

                                      -7-
<PAGE>

the  Company's  options  are  fully  granted  and  vested,  the Company does not
anticipate  the  adoption  will  have  any  impact on the consolidated financial
statements.

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


                                      -8-
<PAGE>

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

GENERAL

Throughout  the  Management's  Discussion  and  Analysis ("MD&A") the term, "the
Company",  refers  to  the  consolidated  entity  of  Pathfinder  Bancorp,  Inc.
Pathfinder  Bank  and Pathfinder Statutory Trust I are wholly owned subsidiaries
of  Pathfinder  Bancorp, Inc.  Pathfinder Commercial Bank, Pathfinder REIT, Inc.
and  Whispering  Oaks  Development  Corp. represent wholly owned subsidiaries of
Pathfinder  Bank.   At  June 30, 2005, Pathfinder Bancorp, M.H.C., the Company's
mutual  holding  company  parent, whose activities are not included in the MD& A
held  64.3%  of  the  Company's  common  stock  and  the  public  held  35.7%.

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

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

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

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

                                      -9-
<PAGE>

APPLICATION  OF  CRITICAL  ACCOUNTING  POLICIES

The  Company's consolidated financial statements are prepared in accordance with
accounting  principles  generally  accepted  in  the  United  States  and follow
practices within the banking industry.  Application of these principles requires
management  to make estimates, assumptions and judgments that affect the amounts
reported  in  the financial statements and accompanying notes.  These estimates,
assumptions  and  judgments are based on information available as of the date of
the  financial  statements;  accordingly,  as  this  information  changes,  the
financial  statements  could  reflect  different  estimates,  assumptions  and
judgments.  Certain  policies  inherently  have a greater reliance on the use of
estimates,  assumptions  and judgments and as such have a greater possibility of
producing  results  that could be materially different than originally reported.
Estimates,  assumptions  and judgments are necessary when assets and liabilities
are required to be recorded at fair value or when an asset or liability needs to
be  recorded contingent upon a future event.  Carrying assets and liabilities at
fair  value inherently results in more financial statement volatility.  The fair
values  and  information used to record valuation adjustments for certain assets
and  liabilities  are  based  on  quoted  market prices or are provided by other
third-party  sources,  when  available.  When  third  party  information  is not
available,  valuation  adjustments  are  estimated  in good faith by management.

The  most  significant accounting policies followed by the Company are presented
in  Note  1 to the consolidated financial statements included in the 2004 Annual
Report  on Form 10-K ("the Consolidated Financial Statements").  These policies,
along  with the disclosures presented in the other financial statement notes and
in  this  discussion,  provide  information  on  how  significant  assets  and
liabilities  are  valued  in  the  financial statements and how those values are
determined.  Based  on  the  valuation  techniques  used  and the sensitivity of
financial statement amounts to the methods, assumptions and estimates underlying
those  amounts, management has identified the determination of the allowance for
loan  losses  to  be  the  accounting area that requires the most subjective and
complex  judgments,  and  as  such  could be the most subject to revision as new
information  becomes  available.

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

The  Company  carries  all  of its investments at fair value with any unrealized
gains  or  losses  reported net of tax as an adjustment to shareholders' equity.
Based on management's assessment, at June 30, 2005, 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 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 $234,000, or $0.10 per share, for the three months ended June 30,
2005  as  compared to $522,000, or $0.21 per share, for the same period in 2004.

                                      -10-
<PAGE>

For  the  six  months  ended  June  30, 2005, the Company reported net income of
$383,000,  or $0.16 per share, compared to $845,000, or $0.35 per share, for the
same  period  in  2004.  The opening of a new branch in Central Square, New York
was  the  highlight  of  the Company's second quarter. The reduction in earnings
reflects  a  reduction  in gains on sales of securities and loans and foreclosed
real  estate  combined  with higher operating expenses, primarily related to the
new branch operations, and the addition of a Business Development Officer in the
first  quarter  of 2005 to stimulate commercial loan growth.  Earnings are being
challenged  by  a  flattening  yield  curve,  an  expanding delivery system, and
increased  regulatory  burden cost.  Over the past year, the Company has focused
on  enhancing  fee income sources and improving asset quality in anticipation of
these  challenges. The Company is developing strategies to streamline operations
and  reduce  our administrative costs while not impacting our service standards.

RESULTS  OF  OPERATIONS

The  return  on average assets and return on shareholders' equity were 0.30% and
4.38%,  respectively,  for  the  three months ended June 30, 2005, compared with
0.69% and 9.85%, respectively, for the three months ended June 30, 2004.  During
the  second  quarter  of  2005  when  compared to the first quarter of 2004, net
interest  income  remained  relatively consistent while net gains on the sale of
securities  and  loans/real  estate  decreased  by  $371,000  and other expenses
increased  $183,000,  or 8%, partially offset by a decrease in the provision for
loan losses by 38%, or $41,000 and an increase in other income, exclusive of net
gains  on  sales  of  securities  and  loans/real  estate,  by $64,0000, or 13%.

For  the  six months ended June 30, 2005, net income was $383,000, a decrease of
$462,000,  or  55%, as compared to net income of $845,000 in 2004.  The decrease
in  net  income was primarily a result of a decrease in net gains on the sale of
securities  and  loans/real estate of $616,000 and an increase in other expenses
of  $353,000,  partially  offset  by  declines in provisions for loan losses and
income taxes and an increase in other income, exclusive of net gains on sales of
securities and loans/real estate, by $121,000, or 13%.  Basic earnings per share
decreased  to  $0.16 per share for the six months ended June 30, 2005 from $0.35
for  the  same  period  in  2004.  The  return  on  average assets and return on
shareholders' equity were 0.25% and 3.57%, respectively for the six months ended
June  30,  2005,  compared  with  0.57%  and  7.79% for the same period in 2004.

NET  INTEREST  INCOME

Net  interest  income  is  the  Company's primary source of operating income for
payment  of  operating expenses and providing for loan losses.  It is the amount
by  which  interest  earned  on  interest-earning deposits, loans and investment
securities,  exceeds  the  interest  paid on deposits and other interest-bearing
liabilities.  Changes  in  net  interest  income  and  net interest margin ratio
result  from  the  interaction  between  the  volume and composition of interest
earning  assets,  interest-bearing  liabilities,  related  yields and associated
funding  costs.

Net  interest income, on a tax-equivalent basis, remained relatively constant at
$2.3  million for the three months ended June 30, 2005 when compared to the same
period  of  2004.  The Company's net interest margin ratio for the first quarter
of 2005 decreased to 3.30% from 3.34% when compared to the same quarter in 2004.
Management  expects  continued  margin  compression to adversely impact earnings
over  the  near  term.  The  flattening  of  the yield curve continues to have a
negative  impact  on net interest margin as longer-term assets reprice at static
or lower rates and shorter-term deposits and borrowings reprice at higher rates.
Average  interest-earning assets increased 2% to $281.2 million at June 30, 2005
as  compared  to  $276.7  million  at  June  30, 2004.  The increase in  average
earning  assets  is  primarily  attributable  to  a  $13.8  million  increase in
investment  securities,  partially  offset  by  a  $9.3  million  decrease  in
interest-earning  deposits.  Average  interest-bearing  liabilities  increased
$5.7  million,  and  the  cost  of funds increased 14 basis points to 2.29% from
2.15%  for  the  same  period  in  2004.  The  increase  in  the  average
balance  of  interest-bearing  liabilities  resulted  primarily  from  a  $7.2

                                      -11-
<PAGE>

million growth in average  deposits, partially offset by a $1.5 million decrease
in borrowed funds.  The growth in deposits primarily resulted from the growth in
municipal  deposits as the Company continues to add municipal customers combined
with  a  growth  in  retail  deposits.

For the six months ended June 30, 2005, net interest income, on a tax-equivalent
basis,  remained  relatively  consistent at $4.6 million as compared to the same
period during 2004.  Net interest margin  decreased 14 basis points, to 3.25% at
June  30,  2005  from  3.39%  at June 30, 2004. Average interest-earning  assets
increased  5% to $280.7 million at June 30, 2005 as compared  to $268.0  million
at  June  30,  2004, while the yield on interest earning assets declined 4 basis
points  to  5.40%  from  5.44%  for  the comparable periods.   The  increase  in
average  earning assets is primarily attributable to a $17.6 million increase in
investment  securities,  partially  offset  by  a  $3.5  million  decrease  in
interest-earning  deposits  and  a  $1.4  million  decrease in loans receivable.
Average  interest-bearing  liabilities  increased  $13.4  million  and  the cost
of funds increased 9 basis points to 2.28% from 2.19% for  the  same  period  in
2004.  The  increase  in  the  average  balance  of  interest-bearing
liabilities  resulted  primarily  from  a  $17.4  million  growth  in  average
deposits,  partially  offset  by  a  $3.9  million  decrease  in borrowed funds.

INTEREST  INCOME

Total interest income, on a tax-equivalent basis, for the quarter ended June 30,
2005 increased $134,000, or 4%, to $3.8 million from $3.7 million at the quarter
ended  June 30, 2004.  Average loans remained consistent at $187.4 million, with
yields  declining  11  basis  points  to  6.27%  for the second quarter of 2005.
Average  consumer  loans  increased  $2.0  million,  or  12%, and experienced an
increase  in  yield  of  54 basis points.  The increase in the yield on consumer
loans  resulted primarily from the effect of the 225 basis point increase in the
bank's  prime  rate  on  the  adjustable  rate  home  equity  products.  Average
commercial  loans  increased  $1.9  million,  and  experienced a decrease in the
average  yield  of  19 basis points, to 6.94% from 7.13%, in 2004.  Increases in
the  average  balance  of consumer and commercial loan portfolios were offset by
decreases  in the average balance of residential and commercial real estate loan
portfolios.  The  average  balance  of  the  commercial  real  estate  portfolio
decreased  $2.5  million,  or  8%, while the yield remained consistent at 7.62%.
The Company's residential mortgage loan portfolio decreased $1.4 million, or 1%,
when  comparing  the  second  quarter  of  2005 to the same period in 2004.  The
average  yield  on  the  residential  mortgage loan portfolio increased 27 basis
points  to  6.07%  in  2005  from  5.80%  in  2004.

Average  investment  securities for the quarter ended June 30, 2005 increased by
$13.8  million,  compared  to  the  same  period a year ago, with an increase in
tax-equivalent interest income from investments of $197,000, or 28%, compared to
the  second  quarter of 2004.  The average tax-equivalent yield of the portfolio
increased  33  basis  points,  to 3.88% from 3.55%.  The increase in the average
balance  of  investment  securities  is  a  result  of  the investment of excess
liquidity  into  the  securities portfolio in light of the slower loan portfolio
growth.

Total  interest income, on a tax-equivalent basis, for the six months ended June
30,  2005  increased $291,000, or 4%, when compared to the six months ended June
30,  2004.  Average loans decreased $1.4 million, with yields declining 11 basis
points  to  6.22%  from  6.33%.  Average consumer and commercial loans increased
$2.0  million  and  $1.3  million, respectively.  These increases were offset by
decreases in the average balance of residential and commercial real estate loans
of  $2.7  million  and  $2.3  million,  respectively.

For  the  six  months  ended  June 30, 2005, tax-equivalent interest income from
investment securities increased $422,000, or 33%, compared to the same period in
2004.   The  average  tax-equivalent  yield  of the portfolio increased 24 basis
points,  to 3.86% from 3.62% combined by a $17.6 million increase in the average
balance  of  investment  securities.

                                      -12-
<PAGE>

INTEREST  EXPENSE

Total  interest  expense  increased $130,000 for the three months ended June 30,
2005,  when  compared  to  the  same  quarter  in 2004.  Deposit expense for the
comparable  periods  increased  $116,000,  or  13%,  as the average rate paid on
higher  earning  money management accounts increased 56 basis points to 1.93% in
2005 from 1.37% in 2004.  The cost of time deposits increased 20 basis points as
existing  time deposits matured and repriced into higher rates, combined with an
18% increase in the average balance of time deposit accounts to $91.8 million in
2005  from  $82.9  million in 2004.  The cost of other interest-bearing deposits
decreased  24  basis  points,  to  0.41%  from 0.65% combined with a 1%, or $1.1
million, decrease in the average balance of these deposits resulted in a $55,000
decrease  in the cost of funds on NOW and savings accounts.  Interest expense on
borrowings  increased  by  $14,000, or 2%, from the prior period, resulting from
and  increase  in the cost of borrowed funds to 4.66% to 4.39%, partially offset
by  a  decrease  in  the average balance of borrowed funds of $1.5 million.  The
increase  in  the  cost of borrowings primarily resulted from an increase in the
cost  of  the  LIBOR  (London  Interbank Offered Rate) based junior subordinated
debentures  to  6.36%  from  4.60%.

For  the six months ended June 30, 2005, interest expense increased $272,000, or
10%, to $3.0 million from $2.8 million for the same period in 2004.  The average
deposit  balance increased $17.4 million combined with a 13 basis point increase
in  the  cost  of  deposits  to  1.84%  from  1.71%.  The cost of borrowed funds
increased 31 basis points to 4.69% from 4.38%, partially offset by a decrease in
the  average  balance  of  borrowed  funds  by  $3.9  million,  or  10%.

PROVISION  FOR  LOAN  LOSSES

Provision  for  loan  losses  for  the  quarter ended June 30, 2005 decreased to
$66,000  from  $107,000  for  the  same period in 2004, primarily as a result of
improved  asset  quality  and  stable  loan  balances.  The  Company's  ratio of
allowance for loan losses to period end loans has increased to 1.00% at June 30,
2005  from  0.98% at December 31, 2004.  Nonperforming loans to period end loans
increased  to 1.08% at June 30, 2005 from 0.99% at December 31, 2004.  Increased
delinquencies  in  residential  real  estate  loans have negatively impacted the
ratio  of  nonperforming loans to period end loans when compared to December 31,
2004.  Collection  efforts  have  reduced the level of residential delinquencies
since  June 30, 2005 resulting in a decrease in the ratio of nonperforming loans
to  period  end  loans  to  0.90%  as  of  July  31,  2005.

For  the  six  months  ended  June  30,  2005, the provision for loan losses was
$138,000 as compared to $295,000 for the same period in 2004 primarily resulting
from  a decrease in the level of charge-offs to $86,000 for the six months ended
June  30,  2005  compared  to  $175,000  in  2004.

OTHER  INCOME

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

                                      -13-
<PAGE>

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

<TABLE>
<CAPTION>
                                                     Three Months Ended June 30,        Six Months Ended June 30,
                                                      2005  2004        Change          2005     2004      Change
-----------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
<S>                                                 <C>    <C>    <C>       <C>      <C>      <C>      <C>     <C>
Service charges on deposit accounts. . . . . . . .  $ 319  $ 227  $    92     40.5%  $  593   $   462  $ 131     28.4%
Loan servicing fees. . . . . . . . . . . . . . . .     44     77      (33)   -42.9%      85       118    (33)   -28.0%
Increase in value of bank owned life insurance . .     45     48       (3)    -6.3%      89        96     (7)    -7.3%
Net gains on sale of loans/foreclosed real estate.      -     41      (41)  -100.0%     (12)      121   (133)  -109.9%
Other operating income . . . . . . . . . . . . . .    138    129        9      7.0%     280       249     31     12.4%
-----------------------------------------------------------------------------------------------------------------------
Core noninterest income. . . . . . . . . . . . . .    546    522       24      4.6%   1,035     1,046    (11)    -1.1%
Net gain on sales of securities. . . . . . . . . .      -    330     (330)    -7.1%       -       484   (484)  -100.0%
-----------------------------------------------------------------------------------------------------------------------
Total other income . . . . . . . . . . . . . . . .  $ 546  $ 852  $  (306)   -35.9%  $1,035   $ 1,530  $(495)   -32.4%
=======================================================================================================================
</TABLE>

For  the  three months ended June 30, 2005, core other income increased $23,000,
or  4%,  when  compared  with the three months ended June 30, 2004.  Income from
service  charges on deposit accounts increased as the number of deposit accounts
increased,  combined  with an increase in fees associated with deposit accounts.
The  increase  in other operating income primarily resulted from fees associated
with  ATM  and debit cards usage, the recording of a New York State Grant income
associated  with  a  Leadership  Training program, and a pre-payment penalty fee
received  from the early call of an investment security, offset by a decrease in
fees  generated by investment services.   The decrease in loan servicing fees is
primarily  due  to  a  reduction in internal mortgage legal fees associated with
reduced  mortgage  and home equity loan origination volumes. The decrease in the
net gain on sale of loans/foreclosed real estate is primarily due to fewer gains
recognized  on  loan  sales due to the decrease in the volume of loans sold into
the  secondary  market.

For  the  six months ended June 30, 2005, core other income decreased $12,000 or
1%, when compared with the six months ended June 30, 2004.  The decrease in core
income  for  the six months ended June 30 2005, was primarily due to fewer gains
recognized  on  loan  sales due to the decrease in the volume of loans sold into
the  secondary  market  and  the  $30,000  gain  recognized on a Whispering Oaks
Development  Inc.  lot  sale  in  February of 2004, which did not recur in 2005.
These  decreases  were  offset  by  an  increase in fees associated with deposit
accounts,  which  began  in the second quarter of 2005, and the recording of New
York  State  Grant  income  associated  with  the  Leadership  Training Program.

The  decrease  in  the net gains on sales of investment securities for the three
and  six  month  period  was  the  result  of  gains associated with the sale of
corporate  stock  and  mortgage-backed  securities  in  2004.  There  were  no
investment  security  sales  during  the  first  two  quarters  of  2005.

OTHER  EXPENSES

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

<TABLE>
<CAPTION>
                                    Three Months Ended June 30,        Six Months Ended June 30,
                                      2005    2004       Change         2005    2004     Change
----------------------------------------------------------------------------------------------------
(Dollars in thousands)
<S>                                 <C>     <C>     <C>       <C>     <C>     <C>      <C>    <C>

Salaries and employee benefits . .  $1,253  $1,180  $    73    6.19%  $2,517  $ 2,383  $134    5.62%
Building occupancy . . . . . . . .     259     257        2    0.78%     502      534   (32)  -5.99%
Data processing. . . . . . . . . .     306     229       77   33.62%     613      454   159   35.02%
Professional and other services. .     235     182       53   29.12%     424      328    96   29.27%
Amortization of intangible assets.      55      56       (1)  -1.79%     111      112    (1)  -0.89%
Other operating. . . . . . . . . .     402     423      (21)  -4.96%     763      766    (3)  -0.39%
----------------------------------------------------------------------------------------------------
Total noninterest expense. . . . .  $2,510  $2,327  $   183    7.86%  $4,930  $ 4,577  $353    7.71%
====================================================================================================
</TABLE>

                                      -14-
<PAGE>

For  the  three months and six months ended June 30, 2005, salaries and employee
benefits  increased  as  a  result  of  increases  associated  with an expanding
commercial  lending  sales  force,  the  opening  of  a new branch in June 2005,
increased  supplemental retirement plan costs and a decrease in deferred payroll
expense  as  a result of fewer loan originations.  The Company had 113 full time
equivalent  employees  at  June  30,  2005 compared to 110 at June 30, 2004. The
increase  in  data  processing  charges  was due to depreciation and maintenance
expense  resulting  from  system  hardware  and software acquisitions, increased
internet banking usage and increased check processing charges due to an increase
in  customer  volume.  The  increase  in  professional  and  other  services was
primarily  due to consulting expenses associated with a fee enhancement program,
a leadership training program, strategic planning and a capital market analysis.
A  portion  of  the expenses associated with the leadership training program was
offset by corresponding grant income recorded in other income.  The reduction in
other  operating  expenses  for the three month period ending June 30, 2005, was
primarily  due  to  a  reduction  in  the  volume  of  no cost home equity loans
originated.

The  decrease  in building occupancy expenses for the six month period primarily
resulted  from  reduced  depreciation and machine maintenance expenses, combined
with  a  significant  reduction in snow removal costs when compared to the first
quarter  of  2004.  These  decreases  were offset slightly by increased property
taxes  for  all  branch  locations.

INCOME  TAX  EXPENSE

Income  taxes decreased $185,000 for the quarter ended June 30, 2005 as compared
to  the  same  period  in  2004,  which  was  attributable  to a decrease in the
Company's  pre-tax  income  combined  with  an  increase  in tax-exempt interest
income.   The  effective  tax  rate  was 10.3% for the six months ended June 30,
2005,  compared  to 26.4% for the year ended December 31, 2004.  The decrease in
the  effective  tax  rate  resulted  primarily  from  an  increase in tax-exempt
interest  income.  The  Company has reduced its tax rate from the statutory rate
primarily  through the ownership of tax-exempt investment securities, bank owned
life  insurance  and  other  tax  savings  strategies.


CHANGES  IN  FINANCIAL  CONDITION

ASSETS

Total  assets  increased approximately $8.5 million, or 3%, to $310.5 million at
June  30,  2005, from $302.0 million at December 31, 2004. The increase in total
assets was primarily the result of an increase in investment securities of $12.4
million,  or  17%,  offset  by a $4.0 million, or 28%, decrease in cash and cash
equivalents  and  a  $2.2 million decrease in mortgage loans held for sale.  The
growth  in  investment  securities was primarily funded with liquidity resulting
from  deposit  growth  outpacing  net  loan  originations.

At  June  30,  2005,  the  securities  balance included a net unrealized loss on
available  for  sale  securities  of  $1.1  million,  net of taxes, versus a net
unrealized loss of $306,000, net of taxes at December 31, 2004.  The increase in
interest  rates  during  2004  and  2005 led to the decline in the fair value of
securities  during  2005.  Management  has  determined that the declines in fair
value  are  not  other  than  temporary.

LIABILITIES

Total  liabilities  increased $8.6 million, or 3%, to $288.8 million at June 30,
2005  from  $280.2 million at December 31, 2004.  The increase in liabilities is
primarily due to a $9.9 million increase in short-term borrowings.  The increase
in  short-term  borrowings  is  a  result  of  cyclical  declines in the deposit
balances  of certain large municipal customers during the second quarter.  These

                                      -15-
<PAGE>

deposit  outflows  caused  the  organization  to  rely  on  short-term wholesale
borrowings  for  liquidity  needs.

LOAN  AND  ASSET  QUALITY  AND  ALLOWANCE  FOR  LOAN  LOSSES

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

<TABLE>
<CAPTION>
                                                          For  the  Period  Ending
(In  thousands)                                     June 30,   December 30,  June 30,
                                                       2005        2004         2004
------------------------------------------------------------------------------------
<S>                                                <C>        <C>            <C>
Nonaccrual loans:
Commercial. . . . . . . . . . . . . . . . . . . .  $  633      $  776      $1,876
Consumer. . . . . . . . . . . . . . . . . . . . .     106         122         152
Real estate -  Construction . . . . . . . . . . .       0           0           0
                     Mortgage . . . . . . . . . .   1,290         953         986
------------------------------------------------------------------------------------
Total nonaccrual loans. . . . . . . . . . . . . .   2,029       1,851       3,014
Loans past due 90 days or more and still accruing       0           0           0
------------------------------------------------------------------------------------
Total non-performing loans. . . . . . . . . . . .   2,029       1,851       3,014
Foreclosed real estate. . . . . . . . . . . . . .     878         798         305
------------------------------------------------------------------------------------
Total non-performing assets . . . . . . . . . . .   2,907       2,649       3,319
------------------------------------------------------------------------------------
Non-performing loans to total loans . . . . . . .    1.08%       0.98%       1.61%
Non-performing assets to total assets . . . . . .    0.94%       0.88%       1.11%
------------------------------------------------------------------------------------
</TABLE>

Total  nonperforming loans and foreclosed real estate at June 30, 2005 increased
10%  when  compared  to  December  31, 2004.  Nonperforming loans continue to be
addressed  primarily  through  increased  collection  efforts  and  foreclosure
proceedings.  Management believes that adequate reserves exist for any potential
losses  that  may  occur  from  the  remediation  process.

The  allowance  for  loan  losses at June 30, 2005 was $1.9 million, or 1.00% of
period  end  loans,  compared  to $1.8 million, or 0.98% of period end loans, at
December  31,  2004.

CAPITAL

Shareholders'  equity  decreased  $148,000,  or 1%, to $21.7 million at June 30,
2005.  The  decrease  in shareholders' equity primarily resulted from a $338,000
increase in accumulated other comprehensive loss, partially offset by a $126,000
increase  in  additional  paid  in  capital  and  a $42,000 increase in retained
earnings.  The  Company  added  $383,000 to retained earnings through net income
and  returned  $330,000  to its shareholders in the form of cash dividends.  The
Company's  mutual  holding company parent, Pathfinder Bancorp, M.H.C, waived the
dividend  for  the  quarter  ended  June  30,  2005.  (See  Footnote  4).

Risk-based capital provides the basis for which all banks are evaluated in terms
of  capital  adequacy.  Capital  adequacy  is  evaluated primarily by the use of
ratios  which  measure  capital  against  total assets, as well as against total
assets  that  are weighted based on defined risk characteristics.  The Company's
goal  is to maintain a strong capital position, consistent with the risk profile
of  its  subsidiary banks that supports growth and expansion activities while at
the same time exceeding regulatory standards.  At June 30, 2005, Pathfinder Bank
exceeded  all  regulatory required minimum capital ratios and met the regulatory
definition  of  a  "well-capitalized" institution, i.e. a leverage capital ratio
exceeding  5%,  a  Tier  1  risk-based  capital  ratio  exceeding 6% and a total
risk-based  capital  ratio  exceeding  10%.

                                      -16-
<PAGE>

LIQUIDITY

Liquidity  management  involves  the  Company's  ability  to  generate  cash  or
otherwise  obtain  funds  at reasonable rates to support asset growth and reduce
assets  to  meet  deposit  withdrawals, to maintain reserve requirements, and to
otherwise  operate  the  Company  on  an  ongoing  basis.  The Company's primary
sources  of  funds  are deposits, borrowed funds, amortization and prepayment of
loans and mortgage backed securities and maturities of investment securities and
other  short-term  investments, and earnings and funds provided from operations.
While  scheduled  principal  repayments  on  loans  are a relatively predictable
source  of  funds,  deposit flows and loan prepayments are greatly influenced by
general  interest  rates,  economic  conditions  and  competition.  The  Company
manages  the  pricing  of  deposits  to  maintain a desired deposit balance.  In
addition,  the  Company invests excess funds in short-term, interest-earning and
other assets, which provide liquidity to meet lending requirements, and utilizes
short-term  borrowings  as  a  source  of  liquidity  when  necessary.

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

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

                                      -17-
<PAGE>

ITEM  3  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

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

During  the  past  three  years,  until  June  2004, the Federal Reserve lowered
interest  rates  thirteen  times by a total of 550 basis points.  These interest
rate reductions have caused significant repricing of the bank's interest-earning
assets  and  interest-bearing liabilities. Efforts have been made to shorten the
repricing  duration  of  its  rate  sensitive  assets  by  purchasing investment
securities  with maturities within the next 3 to 5 years and promoting portfolio
ARM  (adjustable  rate  mortgage)  and  hybrid  ARM  products.  In addition, the
Company  has  extended  the  duration  of  its  rate  sensitive  liabilities  by
lengthening  the maturities of its existing borrowings and offering certificates
of  deposit  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  instrument  to  the  then  prevailing  rate  for the
certificate  of  deposit  with  the  same  term.

Prior  to  June  of  2004,  the  Federal  Reserve  has raised its key short-term
interest rate 250 basis points.  Management anticipates that the Federal Reserve
will continue to raise its target interest rate over the foreseeable future. Net
interest  margin compression has resulted as the yield curve flattens from sharp
increases  in  short-term  interest  rate  while longer-term rates have remained
relatively stable. Management will continue to seek to minimize any reduction in
net  interest  income  in  a  period  of rising short-term interest rates to the
extent  that  it  can  resist raising its cost of funds during this period.  The
Company  is  continuing  to explore transactions and strategies to both increase
its  net  interest  income  and  minimize  its  interest  rate  risk.

GAP ANALYSIS.  At June 30, 2005, the total interest bearing liabilities maturing
or  repricing within one year exceeded total interest-earning assets maturing or
repricing  in  the  same  period  by  $34.0  million,  representing a cumulative
one-year  gap  ratio  of  a  negative  10.94%.

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

                                      -18-
<PAGE>

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

<TABLE>
<CAPTION>

Change in    NPV
Interest   Capital   Earnings    Value
Rates       Ratio     at Risk   as Risk
---------  --------  ---------  --------
<S>        <C>       <C>        <C>
300 . . .     8.15%    -19.83%   -33.66%
200 . . .     9.33%    -13.01%   -21.96%
100 . . .    10.45%     -6.32%   -10.17%
0            11.34%      ----      ----
-100. . .    11.40%      2.48%     2.52%
-200. . .    11.16%      2.08%     2.22%
</TABLE>

                                      -19-
<PAGE>

ITEM  4-  CONTROL  AND  PROCEDURES

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

                                      -20-
<PAGE>

PART  II  -  OTHER  INFORMATION

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

None

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

None

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

None

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

The Company's Meeting of Shareholders was held on April 27, 2005.  The following
are  the  items  voted  on  and  the  results  of  the  shareholder  voting:

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

          Name                          For          Withheld

     Chris  C.  Gagas               2,411,590        19,665
     Thomas  W.  Schneider          2,412,040        19,215
     Chris  R.  Burritt             2,405,886        25,369

     Set  forth  below  is  the  names of the other directors of the Company and
their  terms  of  office.


          Name                  Term  Expires
     Bruce  Manwaring               2006
     L.  William  Nelson            2006
     George  P.  Joyce              2006
     Chris  C.  Gagas               2008
     Thomas  W.  Schneider          2008
     Chris  R.  Burritt             2008


2.     The  ratification  of  the  appointment  of  Beard  Miller Company LLP as
auditors  for  the  Company.

                               For        Against     Abstain

     Number  of  Votes     2,422,041      9,214          -


ITEM  5  -  OTHER  INFORMATION
------------------------------

None

                                      -21-
<PAGE>

ITEM  6  -  EXHIBITS
--------------------

Exhibit  No.          Description
------------          -----------

3.2      Bylaws  of  Pathfinder  Bancorp,  Inc.
31.1     Rule  13a-14(a)  /  15d-14(a)  Certification  of  the  Chief
           Executive  Officer
31.2     Rule  13a-14(a)  /  15d-14(a)  Certification  of  the  Chief
           Financial  Officer
32.1    Section  1350  Certification  of  the Chief Executive Officer and Chief
           Financial  Officer



SIGNATURES


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




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



August  15,  2005        /s/  Thomas  W.  Schneider
                         --------------------------
Date:                    Thomas  W.  Schneider
                         President,  Chief  Executive  Officer


August  15,  2005        /s/  James  A.  Dowd
                         -------------------
Date:                    James  A.  Dowd
                         Vice  President,  Chief  Financial  Officer

<PAGE>

EXHIBIT  3.2

                            PATHFINDER BANCORP, INC.

                                     BYLAWS


                             ARTICLE I - HOME OFFICE

     The  home  office  of Pathfinder Bancorp, Inc. (the "Company") shall be 214
West  First  Street,  Oswego,  New  York  13126-2547.

                            ARTICLE II - SHAREHOLDERS

     SECTION  1.  PLACE  OF  MEETINGS.  All  annual  and  special  meetings  of
shareholders  shall  be  held at the home office of the Company or at such other
convenient  place  as  the  Board  of  Directors  may  determine.

     SECTION 2. ANNUAL MEETING. A meeting of the shareholders of the Company for
the  election  of directors and for the transaction of any other business of the
Company  shall  be  held annually within 150 days after the end of the Company's
fiscal  year  on the fourth Wednesday of April, if not a legal holiday, and if a
legal  holiday,  then on the next day following which is not a legal holiday, at
10:00  a.m.,  or  at  such other date and time within such 150-day period as the
Board  of  Directors  may  determine.

     SECTION  3.  SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose  or  purposes,  unless  otherwise  prescribed  by the regulations of the
Office  of  Thrift  Supervision (the "Office"), may be called at any time by the
chairman  of  the board, the president, or a majority of the Board of Directors,
and  shall  be  called  by  the  chairman  of  the  board, the president, or the
secretary  upon the written request of the holders of not less than one-tenth of
all  of  the  outstanding  capital  stock of the Company entitled to vote at the
meeting. Such written request shall state the purpose or purposes of the meeting
and  shall  be  delivered  to  the  home  office of the Company addressed to the
chairman  of  the  board,  the  president  or  the  secretary.

     SECTION  4.  CONDUCT  OF  MEETINGS.  Annual  and  special meetings shall be
conducted in accordance with the most current edition of Robert's Rules of Order
unless  otherwise prescribed by regulations of the Office or these bylaws or the
Board of Directors adopts another written procedure for the conduct of meetings.
The Board of Directors shall designate, when present, either the chairman of the
board  or  president  to  preside  at  such  meetings.

     SECTION  5.  NOTICE OF MEETINGS. Written notice stating the place, day, and
hour  of the meeting and the purpose(s) for which the meeting is called shall be
delivered  not  fewer  than  20  nor  more  than  50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, the president, the secretary or the directors calling the meeting, to
each  shareholder  of  record  entitled to vote at such meeting. If mailed, such
notice  shall be deemed to be delivered when deposited in the mail, addressed to
the  shareholder  at  the  address  as it appears on the stock transfer books or
records  of  the  Company  as of the record date prescribed in Section 6 of this
Article II with postage prepaid. When any shareholders meeting, either annual or
special, is adjourned for 30 days or more, notice of the adjourned meeting shall
be  given  as  in  the case of an original meeting. It shall not be necessary to
give  any notice of the time and place of any meeting adjourned for less than 30
days  or  of  the  business  to  be  transacted  at  the  meeting, other than an
announcement  at  the  meeting  at  which  such  adjournment  is  taken.

<PAGE>

     SECTION  6.  FIXING  OF  RECORD  DATE.  For  the  purpose  of  determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in  order  to make a determination of shareholders for any other proper purpose,
the  Board  of  Directors shall fix in advance a date as the record date for any
such determination of shareholders. Such date in any case shall be not more than
60  days and, in case of a meeting of shareholders, not fewer than 10 days prior
to  the  date  on  which  the particular action, requiring such determination of
shareholders,  is  to be taken. When a determination of shareholders entitled to
vote  at  any meeting of shareholders has been made as provided in this section,
such  determination  shall  apply  to  any  adjournment.

     SECTION  7.  VOTING  LIST.  At  least  20  days  before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares  of  the Company shall make a complete list of the shareholders of record
entitled  to  vote at such meeting, or any adjournment, arranged in alphabetical
order,  with  the  address  and  the number of shares held by each. This list of
shareholders  shall  be kept on file at the home office of the Company and shall
be subject to inspection by any shareholder of record or the shareholder's agent
at  any  time  during usual business hours for a period of 20 days prior to such
meeting. Such list also shall be produced and kept open at the time and place of
the  meeting  and shall be subject to inspection by any shareholder of record or
the  shareholder's  agent  during  the  entire time of the meeting. The original
stock  transfer  book  shall constitute prima facie evidence of the shareholders
entitled  to  examine  such  list or transfer books or to vote at any meeting of
shareholders.

     In  lieu  of  making  the  shareholder  list  available  for  inspection by
shareholders  as provided in the preceding paragraph, the Board of Directors may
elect to follow the procedures described in 552.6(d) of the Office's regulations
as  now  or  hereafter  in  effect.

     SECTION  8.  QUORUM.  A  majority  of the outstanding shares of the Company
entitled  to  vote, represented in person or by proxy, shall constitute a quorum
at  a meeting of shareholders. If less than a majority of the outstanding shares
is represented at a meeting, a majority of the shares so represented may adjourn
the  meeting from time to time without further notice. At such adjourned meeting
at  which  a  quorum  shall  be  present  or  represented,  any  business may be
transacted  which  might  have  been  transacted  at  the  meeting as originally
notified.  The  shareholders present at a duly organized meeting may continue to
transact  business  until  adjournment, notwithstanding the withdrawal of enough
shareholders  to  constitute  less  than  a  quorum.  If a quorum is present the
affirmative  vote  of  the majority of the shares represented at the meeting and
entitled  to  vote  on  the subject matter shall be the act of the shareholders,
unless the vote of a greater number of shareholders voting together or voting by
classes  is required by law or the charter. Directors, however, are elected by a
plurality  of  the  votes  cast  at  an  election  of  directors.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his or her duly authorized
attorney  in fact. Proxies may be given telephonically or electronically as long
as  the  holder  uses a procedure for verifying the identity of the shareholder.
Proxies  solicited on behalf of the management shall be voted as directed by the
shareholder or, in the absence of such direction, as determined by a majority of
the Board of Directors. No proxy shall be valid more than eleven months from the
date  of  its  execution  except  for  a  proxy  coupled  with  an  interest.

<PAGE>

     SECTION  10.  VOTING  OF  SHARES  IN  THE NAME OF TWO OR MORE PERSONS. When
ownership  stands  in the name of two or more persons, in the absence of written
directions to the Company to the contrary, at any meeting of the shareholders of
the  Company  any  one  or  more  of such shareholders may cast, in person or by
proxy, all votes to which such ownership is entitled. In the event an attempt is
made to cast conflicting votes, in person or by proxy, by the several persons in
whose  names shares of stock stand, the vote or votes to which those persons are
entitled  shall  be  cast  as  directed  by a majority of those holding such and
present  in  person  or by proxy at such meeting, but no votes shall be cast for
such  stock  if  a  majority  cannot  agree.

     SECTION  11.  VOTING  OF  SHARES OF CERTAIN HOLDERS. Shares standing in the
name  of another corporation may be voted by any officer, agent, or proxy as the
bylaws  of such corporation may prescribe, or, in the absence of such provision,
as  the  Board of Directors of such corporation may determine. Shares held by an
administrator,  executor,  guardian,  or conservator may be voted by him or her,
either  in person or by proxy, without a transfer of such shares into his or her
name.  Shares  standing  in  the  name  of a trustee may be voted by him or her,
either  in  person  or by proxy, but no trustee shall be entitled to vote shares
held  by him or her without a transfer of such shares into his name. Shares held
in  trust in an IRA or Keogh Account, however, may be voted by the Company if no
other  instructions  are received. Shares standing in the name of a receiver may
be voted by such receiver, and shares held by or under the control of a receiver
may  be  voted  by  such  receiver  without the transfer into his or her name if
authority  to  do  so is contained in an appropriate order of the court or other
public  authority  by  which  such  receiver  was  appointed.

     A  shareholder  whose  shares  are  pledged  shall be entitled to vote such
shares  until the shares have been transferred into the name of the pledgee, and
thereafter  the  pledgee  shall  be  entitled to vote the shares so transferred.

     Neither  treasury  shares  of  its own stock held by the Company nor shares
held  by  another  corporation, if a majority of the shares entitled to vote for
the  election  of  directors  of such other corporation are held by the Company,
shall  be  voted  at  any  meeting or counted in determining the total number of
outstanding  shares  at  any  given  time  for  purposes  of  any  meeting.

     SECTION  12.  CUMULATIVE  VOTING. Stockholders may not cumulate their votes
for  election  of  directors.

     SECTION  13.  INSPECTORS  OF  ELECTION.  In  advance  of  any  meeting  of
shareholders,  the Board of Directors may appoint any person other than nominees
for  office as inspectors of election to act at such meeting or any adjournment.
The  number  of  inspectors  shall  be either one or three. Any such appointment
shall  not  be  altered  at  the  meeting.  If inspectors of election are not so
appointed,  the chairman of the board or the president may, or on the request of
not  fewer  than  10 percent of the votes represented at the meeting shall, make
such  appointment  at  the meeting. If appointed at the meeting, the majority of
the  votes  present  shall  determine  whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses  to  act,  the  vacancy  may  be  filled  by appointment by the Board of
Directors  in  advance  of  the meeting or at the meeting by the chairman of the
board  or  the  president.

     Unless  otherwise  prescribed  by  regulations of the Office, the duties of
such  inspectors  shall include: determining the number of shares and the voting
power  of  each share, the shares represented at the meeting, the existence of a
quorum,  and  the authenticity, validity and effect of proxies; receiving votes,

<PAGE>

ballots,  or  consents;  hearing and determining all challenges and questions in
any  way  arising in connection with the rights to vote; counting and tabulating
all votes or consents; determining the result; and such acts as may be proper to
conduct  the  election  or  vote  with  fairness  to  all  shareholders.

     SECTION  14.  NOMINATING  COMMITTEE.  The Board of Directors shall act as a
nominating  committee  for  selecting  the  management  nominees for election as
directors.  Except in the case of a nominee substituted as a result of the death
or  other  incapacity  of  a  management nominee, the nominating committee shall
deliver  written nominations to the secretary at least 20 days prior to the date
of  the  annual  meeting.  Upon  delivery, such nominations shall be posted in a
conspicuous  place  in  each office of the Company. No nominations for directors
except  those made by the nominating committee shall be voted upon at the annual
meeting  unless  other  nominations  by  shareholders  are  made  in writing and
delivered  to  the secretary of the Company at least five days prior to the date
of  the  annual  meeting.  Upon  delivery, such nominations shall be posted in a
conspicuous  place  in  each office of the Company. Ballots bearing the names of
all  persons  nominated by the nominating committee and by shareholders shall be
provided  for  use  at  the annual meeting. However, if the nominating committee
shall  fail  or  refuse  to  act  at  least 20 days prior to the annual meeting,
nominations  for  directors may be made at the annual meeting by any shareholder
entitled  to  vote  and  shall  be  voted  upon.

     SECTION  15.  NEW  BUSINESS.  Any new business to be taken up at the annual
meeting  shall  be stated in writing and filed with the secretary of the Company
at  least five days prior to the date of the annual meeting, and all business so
stated,  proposed,  and  filed shall be considered at the annual meeting; but no
other  proposal  shall  be acted upon at the annual meeting. Any shareholder may
make  any other proposal at the annual meeting and the same may be discussed and
considered,  but  unless stated in writing and filed with the secretary at least
five  days before the meeting, such proposal shall be laid over for action at an
adjourned, special or annual meeting of the shareholders taking place 30 days or
more thereafter. This provision shall not prevent the consideration and approval
or  disapproval  at  the  annual  meeting of reports of officers, directors, and
committees;  but in connection with such reports, no new business shall be acted
upon  at  such  annual  meeting  unless  stated  and  filed  as herein provided.

     SECTION  16.  INFORMAL  ACTION  BY  SHAREHOLDERS. Any action required to be
taken  at  a meeting of the shareholders, or any other action which may be taken
at  a  meeting  of  shareholders,  may  be taken without a meeting if consent in
writing,  setting  forth  the  action  to be taken, shall be given by all of the
shareholders  entitled  to  vote  with  respect  to  the  subject  matter.

                        ARTICLE III - BOARD OF DIRECTORS

     SECTION  1.  GENERAL POWERS.  The business and affairs of the Company shall
be  under the direction of its Board of Directors.  The Board of Directors shall
annually  elect  a  chairman  of  the  board  from  among  its members and shall
designate,  when present, either the chairman of the board or in his absence, an
alternative  member  of  the  board  to  preside  at  its  meetings.

     SECTION  2.  NUMBER  AND  TERM.  The Board of Directors shall consist of 10
(ten)  members and shall be divided into three classes as nearly equal in number
as  possible.  The  members  of  each class shall be elected for a term of three
years  and  until their successors are elected and qualified. One class shall be
elected  by  ballot  annually.

     SECTION  3.  REGULAR  MEETINGS. A regular meeting of the Board of Directors
shall  be held without other notice than this bylaw following the annual meeting
of shareholders. The Board of Directors may provide, by resolution, the time and
place  for  the holding of additional regular meetings without notice other than

<PAGE>

such resolution. Directors may participate in a meeting by means of a conference
telephone  or  similar  communications  device  through  which  all  persons
participating  can hear each other at the same time. Participation by such means
shall  constitute  presence  in  person  for  all  purposes.

     SECTION  4.  QUALIFICATION.  Each  director  shall  at  all  times  be  the
beneficial  owner  of  not  less than 100 shares of capital stock of the Company
unless  the  company  is  a  wholly-owned  subsidiary  of  a  holding  company
..

     SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be  called  by  or at the request of the chairman of the board, the president or
one-third  of  the directors. The persons authorized to call special meetings of
the  Board  of  Directors may fix any place, within the Company's normal lending
territory,  as  the  place  for  holding  any  special  meeting  of the Board of
Directors  called  by  such  persons.

     Members  of  the  Board of Directors may participate in special meetings by
means  of  conference telephone or similar communications equipment by which all
persons  participating  in  the  meeting can hear each other. Such participation
shall  constitute  presence  in  person  for  all  purposes.

     SECTION  6. NOTICE. Written notice of any special meeting shall be given to
each  director  at  least 24 hours prior thereto when delivered personally or by
telegram  or  at  least  five  days  prior thereto when delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed  to  be  delivered  when deposited in the mail so addressed, with postage
prepaid  if  sent  by  mail,  when delivered to the telegraph company if sent by
telegram  or  when  the  Company  receives  notice of delivery if electronically
transmitted.  Any  director  may  waive notice of any meeting by a writing filed
with the secretary. The attendance of a director at a meeting shall constitute a
waiver  of notice of such meeting, except where a director attends a meeting for
the  express purpose of objecting to the transaction of any business because the
meeting  is  not  lawfully  called  or  convened.  Neither  the  business  to be
transacted at, nor the purpose of, any meeting of the Board of Directors need be
specified  in  the  notice  of  waiver  of  notice  of  such  meeting.

     SECTION 7. QUORUM. A majority of the number of directors fixed by Section 2
of this Article III shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors; but if less than such majority is present
at  a  meeting, a majority of the directors present may adjourn the meeting from
time  to time. Notice of any adjourned meeting shall be given in the same manner
as  prescribed  by  Section  5  of  this  Article  III.

     SECTION  8.  MANNER  OF  ACTING.  The  act of the majority of the directors
present  at a meeting at which a quorum is present shall be the act of the Board
of  Directors, unless a greater number is prescribed by regulation of the Office
or  by  these  bylaws.

     SECTION 9. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the Board of Directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the  directors.

     SECTION  10.  RESIGNATION. Any director may resign at any time by sending a
written  notice  of such resignation to the home office of the Company addressed
to  the chairman of the board or the president. Unless otherwise specified, such
resignation  shall  take effect upon receipt by the chairman of the board or the

<PAGE>

president.  More  than  three  consecutive absences from regular meetings of the
Board  of  Directors,  unless  excused  by resolution of the Board of Directors,
shall automatically constitute a resignation, effective when such resignation is
accepted  by  the  Board  of  Directors.

     SECTION  11. VACANCIES. Any vacancy occurring on the Board of Directors may
be  filled  by  the  affirmative  vote  of a majority of the remaining directors
although  less  than  a  quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected to serve until the next election of directors by
the  shareholders. Any directorship to be filled by reason of an increase in the
number  of  directors  may be filled by election by the Board of Directors for a
term  of  office  continuing  only  until  the next election of directors by the
shareholders.

     SECTION  12.  COMPENSATION. Directors, as such, may receive a stated salary
for  their services. By resolution of the Board of Directors, a reasonable fixed
sum,  and  reasonable  expenses of attendance, if any, may be allowed for actual
attendance at each regular or special meeting of the Board of Directors. Members
of  either  standing  or special committees may be allowed such compensation for
actual attendance at committee meetings as the Board of Directors may determine.

     SECTION 13. PRESUMPTION OF ASSENT. A director of the Company who is present
at  a meeting of the Board of Directors at which action on any Company matter is
taken  shall  be presumed to have assented to the action taken unless his or her
dissent  or  abstention shall be entered in the minutes of the meeting or unless
he  or she shall file a written dissent to such action with the person acting as
the  secretary  of  the  meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the Company within five days
after  the  date a copy of the minutes of the meeting is received. Such right to
dissent  shall  not  apply  to  a  director  who  voted in favor of such action.

     SECTION  14.  REMOVAL  OF  DIRECTORS.  At  a meeting of shareholders called
expressly  for  that purpose, any director may be removed for cause by a vote of
the  holders of a majority of the shares then entitled to vote at an election of
directors. Whenever the holders of the shares of any class are entitled to elect
one  or more directors by the provisions of the charter or supplemental sections
thereto,  the  provisions of this section shall apply, in respect to the removal
of  a  director  or  directors  so  elected,  to  the vote of the holders of the
outstanding  shares  of that class and not to the vote of the outstanding shares
as  a  whole.

                   ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES

     SECTION  1. APPOINTMENT. The Board of Directors, by resolution adopted by a
majority  of  the  full  board,  may designate three or more of the directors to
constitute  an executive committee. The designation of any committee pursuant to
this Article IV and the delegation of authority shall not operate to relieve the
Board  of  Directors,  or  any director, of any responsibility imposed by law or
regulation.

     SECTION  2. AUTHORITY. The executive committee, when the Board of Directors
is not in session, shall have and may exercise all of the authority of the Board
of  Directors except to the extent, if any, that such authority shall be limited
by  the  resolution appointing the executive committee; and except also that the
executive  committee shall not have the authority of the Board of Directors with
reference  to:  the  declaration  of  dividends; the amendment of the charter or
bylaws  of  the  Company  or  recommending to the shareholders a plan of merger,
consolidation,  or  conversion;  the sale, lease, or other disposition of all or

<PAGE>

substantially  all  of  the property and assets of the Company otherwise than in
the  usual  and  regular  course of its business; a voluntary dissolution of the
Company;  a revocation of any of the foregoing; or the approval of a transaction
in  which any member of the executive committee, directly or indirectly, has any
material  beneficial  interest.

     SECTION  3.  TENURE. Subject to the provisions of Section 8 of this Article
IV,  each  member of the board of directors may serve on the executive committee
during  a  calendar  year.

     SECTION  4.  MEETINGS.  Regular  meetings of the executive committee may be
held  without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee may
be  called  by any member thereof upon not less than one days notice stating the
place,  date,  and hour of the meeting, which notice may be written or oral. Any
member  of the executive committee may waive notice of any meeting and no notice
of  any  meeting  need be given to any member thereof who attends in person. The
notice  of  a  meeting  of  the  executive committee need not state the business
proposed  to  be  transacted  at  the  meeting.

     SECTION  5.  QUORUM.  A  majority of the members of the executive committee
shall  constitute  a  quorum  for  the  transaction  of  business at any meeting
thereof,  and  action  of  the  executive  committee  must  be authorized by the
affirmative  vote  of  a majority of the members present at a meeting at which a
quorum  is  present.

     SECTION 6. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken  by the executive committee at a meeting may be taken without a meeting if
a  consent in writing, setting forth the action so taken, shall be signed by all
of  the  members  of  the  executive  committee.

     SECTION  7. VACANCIES. Any vacancy in the executive committee may be filled
by  a  resolution  adopted  by  a  majority  of  the  full  Board  of Directors.

     SECTION  8. RESIGNATIONS AND REMOVAL. Any member of the executive committee
may  be  removed  at  any  time with or without cause by resolution adopted by a
majority  of  the full Board of Directors. Any member of the executive committee
may  resign from the executive committee at any time by giving written notice to
the  president  or  secretary  of  the Company. Unless otherwise specified, such
resignation  shall  take  effect  upon  its  receipt;  the  acceptance  of  such
resignation  shall  not  be  necessary  to  make  it  effective.

     SECTION  9.  PROCEDURE.  The  executive  committee  shall elect a presiding
officer  from its members and may fix its own rules of procedure which shall not
be  inconsistent  with  these  bylaws.  It  shall  keep  regular  minutes of its
proceedings and report the same to the Board of Directors for its information at
the  meeting  held  next  after  the  proceedings  shall  have  occurred.

     SECTION  10.  OTHER  COMMITTEES.  The  Board of Directors may by resolution
establish  an  audit, loan, or other committee composed of directors as they may
determine  to be necessary or appropriate for the conduct of the business of the
Company  and  may  prescribe  the  duties, constitution, and procedures thereof.

<PAGE>

                              ARTICLE V - OFFICERS

     SECTION 1. POSITIONS. The officers of the Company shall be a president, one
or  more  vice  presidents,  a  secretary and a treasurer, each of whom shall be
elected by the Board of Directors. The Board of Directors also may designate the
chairman  of the board as an officer. The president shall be the chief executive
officer,  unless  the Board of Directors designates the chairman of the board as
chief  executive officer. The offices of the secretary and treasurer may be held
by  the same person and a vice president also may be either the secretary or the
treasurer.  The  Board of Directors may designate one or more vice presidents as
executive  vice  president or senior vice president. The Board of Directors also
may elect or authorize the appointment of such other officers as the business of
the Company may require. The officers shall have such authority and perform such
duties  as  the Board of Directors may from time to time authorize or determine.
In the absence of action by the Board of Directors, the officers shall have such
powers  and  duties  as  generally  pertain  to  their  respective  offices.

     SECTION  2.  ELECTION AND TERM OF OFFICE. The officers of the Company shall
be  elected  annually  at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of officers is not held
at  such  meeting,  such  election shall be held as soon thereafter as possible.
Each  officer  shall  hold  office  until  a successor has been duly elected and
qualified  or  until  the  officers death, resignation, or removal in the manner
hereinafter  provided. Election or appointment of an officer, employee, or agent
shall  not  of  itself  create  contractual  rights.  The Board of Directors may
authorize  the  Company to enter into an employment contract with any officer in
accordance with regulations of the Office; but no such contract shall impair the
right  of the Board of Directors to remove any officer at any time in accordance
with  Section  3  of  this  Article  V.

     SECTION  3.  REMOVAL.  Any officer may be removed by the Board of Directors
whenever  in  its  judgment  the  best  interests  of the Company will be served
thereby,  but  such removal, other than for cause, shall be without prejudice to
any  contractual  rights  of  the  person  so  removed.

     SECTION  4.  VACANCIES.  A  vacancy  in  any  office  because  of  death,
resignation,  removal, disqualification, or otherwise may be filled by the Board
of  Directors  for  the  unexpired  portion  of  the  term.

     SECTION  5.  REMUNERATION.  The remuneration of the officers shall be fixed
from  time  to  time  by  the  Board  of  Directors.

              ARTICLE VI - CONTRACTS, LOANS, CHECKS, AND DEPOSITS

     SECTION 1. CONTRACTS. To the extent permitted by regulations of the Office,
and  except as otherwise prescribed by these bylaws with respect to certificates
for  shares, the Board of Directors may authorize any officer, employee or agent
of  the Company to enter into any contract or execute and deliver any instrument
in  the  name  of and on behalf of the Company. Such authority may be general or
confined  to  specific  instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and
no evidence of indebtedness shall be issued in its name unless authorized by the
Board  of  Directors.  Such  authority  may  be  general or confined to specific
instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the
payment  of  money, notes, or other evidences of indebtedness issued in the name
of  the Company shall be signed by one or more officers, employees, or agents of
the Company in such manner as shall from time to time be determined by the Board
of  Directors.

<PAGE>

     SECTION  4. DEPOSITS. All funds of the Company not otherwise employed shall
be  deposited  from  time  to  time to the credit of the association in any duly
authorized  depositors  as  the  Board  of  Directors  may  select.

            ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION  1.  CERTIFICATES  FOR  SHARES. Certificates representing shares of
capital stock of the Company shall be in such form as shall be determined by the
Board of Directors and approved by the Office. Such certificates shall be signed
by the chief executive officer or by any other officer of the Company authorized
by  the Board of Directors, attested by the secretary or an assistant secretary,
and sealed with the corporate seal or a facsimile thereof. The signature of such
officers  upon  a  certificate  may be facsimiles if the certificate is manually
signed  on  behalf  of  a  transfer  agent or a registrar other than the Company
itself  or  one  of  its employees. Each certificate for shares of capital stock
shall be consecutively numbered or otherwise identified. The name and address of
the  person to whom the shares are issued, with the number of shares and date of
issue,  shall  be  entered  on  the  stock  transfer  books  of the Company. All
certificates  surrendered  to  the Company for transfer shall be canceled and no
new  certificate  shall be issued until the former certificate for a like number
of  shares  has been surrendered and canceled, except that in the case of a lost
or  destroyed  certificate,  a new certificate may be issued upon such terms and
indemnity  to  the  Company  as  the  Board  of  Directors  may  prescribe.

     SECTION  2.  TRANSFER OF SHARES. Transfer of shares of capital stock of the
Company  shall  be  made  only  on  its stock transfer books. Authority for such
transfer  shall  be  given  only  by the holder of record or by his or her legal
representative,  who  shall furnish proper evidence of such authority, or by his
or  her  attorney authorized by a duly executed power of attorney and filed with
the  Company.  Such transfer shall be made only on surrender for cancellation of
the  certificate  for  such  shares.  The person in whose name shares of capital
stock stand on the books of the Company shall be deemed by the Company to be the
owner  for  all  purposes.

                    ARTICLE VIII - FISCAL YEAR; ANNUAL AUDIT

     The  fiscal  year  of  the Company shall end on the last day of December of
each  year. The Company shall be subject to an annual audit as of the end of its
fiscal  year  by  independent public accountants appointed by and responsible to
the  Board  of  Directors.

                             ARTICLE IX - DIVIDENDS

     Subject  only to the terms of the Company's charter and the regulations and
orders of the Office, the Board of Directors may, from time to time declare, and
the  Company  may  pay,  dividends  on  its outstanding shares of capital stock.

                           ARTICLE X - CORPORATE SEAL

     The  Board  of  Directors  shall  provide a Company seal which shall be two
concentric  circles between which shall be the name of the Company.  The year of
incorporation  or  an  emblem  may  appear  in  the  center.

<PAGE>

                  ARTICLE XI - CORPORATE GOVERNANCE PROCEDURES

     The  corporate  governance procedures and provisions of Subchapters IV, VII
and  XIII  (and  any  successors  or amendments thereto) of the Delaware General
Corporation  Law  apply  to  the  Company  to  the  extent  those procedures and
provisions  are  not  inconsistent  with  Federal  law  and  regulation  and are
consistent  with  safety  and  soundness.

                            ARTICLE XII - AMENDMENTS

     These  bylaws may be amended in a manner consistent with regulations of the
Office and shall be effective after: (i) approval of the amendment by a majority
vote  of  the  authorized Board of Directors, or by a majority vote of the votes
cast  by  the shareholders of the Company at any legal meeting; and (ii) receipt
of  any  applicable regulatory approval. When a Company fails to meet its quorum
requirements, solely due to vacancies on the board, then the affirmative vote of
a majority of the sitting board will be required to amend the bylaws. The CEO of
the  Company  or  his designee is authorized to have bylaw amendments filed with
the  Office  of  Thrift  Supervision.

<PAGE>


EXHIBIT  31.1

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

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


     I,  Thomas  W.  Schneider,  President  and Chief Executive Officer, certify
that:

1.     I  have  reviewed  the  June  30,  2005  quarterly report on Form 10-Q of
Pathfinder  Bancorp,  Inc.;

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

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

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

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

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

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

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

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

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

<PAGE>


August  15,  2005         /s/  Thomas  W.  Schneider
----------------          --------------------------
Date                      Thomas  W.  Schneider
                          President  and  Chief  Executive  Officer


<PAGE>

EXHIBIT  31.2

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

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


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

1.     I  have  reviewed  the  June  30,  2005  quarterly report on Form 10-Q of
Pathfinder  Bancorp,  Inc.;

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

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

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

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

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

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

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

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

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

<PAGE>

August  15,  200            /s/  James  A.  Dowd
----------------            --------------------
Date                        James  A.  Dowd
                            Vice  President  and  Chief  Financial  Officer


<PAGE>
EXHIBIT  32.1

  Section 1350 Certification of the Chief Executive and Chief Financial Officer

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



Thomas  W.  Schneider, President and Chief Executive Officer, and James A. Dowd,
Vice  President  and  Chief  Financial  Officer of Pathfinder Bancorp, Inc. (the
"Company"),  each  certify  in his capacity as an officer of the Company that he
has  reviewed  the  Quarterly Report of the Company on Form 10-Q for the quarter
ended  June  30,  2005  and  that  to  the  best  of  his  knowledge:

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

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

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





August  15,  2005             /s/  Thomas  W.  Schneider
-----------------             --------------------------
Date                          Thomas  W.  Schneider
                              President  and  Chief  Executive  Officer


August  15,  2005            /s/  James  A.  Dowd
-----------------             --------------------
Date                          James  A.  Dowd
                              Vice  President  and  Chief  Financial  Officer