SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    Form 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 25, 2003

                            Pathfinder Bancorp, Inc.
          -------------------------------------------------------------

             (Exact name of registrant as specified in its charter)

       Federal                        000-23601                 16-1540137
----------------------------     ---------------------      --------------------
 (State or other jurisdiction     (Commission File No.)        (I.R.S. Employer
   of incorporation)                                      Identification No.)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (315) 343-0057
                                 --------------


                                 NOT APPLICABLE
         --------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


Item  5.  Other  Events

On  April  25,  2003, Pathfinder Bancorp, Inc. issued the enclosed first quarter
earnings  release.


ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS

EXHIBIT  99        EARNINGS  RELEASE  DATED  APRIL  25,  2003




                                   SIGNATURES


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

                                           PATHFINDER  BANCORP,  INC.


Date:  April  25,  2003            By:  /s/  Thomas  W.  Schneider

                                   -------------------------------------
                                   Thomas  W.  Schneider
                                   President  and  Chief  Executive
                                   Officer



                                  EXHIBIT  INDEX


The  following  Exhibit  is  filed  as  part  of  this  report:

Exhibit  99      Press  Release


                                   EXHIBIT  99

CONTACT:  Thomas  W.  Schneider  -  President,  CEO
          James  A.  Dowd  -  Vice  President,  CFO
          Telephone:  (315)  343-0057




================================================================================


            PATHFINDER BANCORP, INC. ANNOUNCES FIRST QUARTER EARNINGS

Oswego,  New  York,  April  25, 2003      Pathfinder Bancorp, Inc., the mid-tier
holding  company  of  Pathfinder  Bank,  (NASDAQ  SmallCap Market; symbol: PBHC,
listing: PathBcp) announced reported net income of $520,000, or $0.21 per share,
for  the quarter ended March 31, 2003 as compared to $551,000, or $.22 per share
for  the  same  period  in  2002.

"First  quarter  earnings  were  down  6%  from  the  prior  year as the Company
continues to absorb the costs associated with branch expansion and the operation
of  a  commercial bank subsidiary, without fully realizing the revenue potential
of this growth," according to Thomas W. Schneider, President and Chief Executive
Officer.  "Deposit  and  loan growth has been strong over the last year as total
assets  increased  by 13% and deposit levels rose by 22%.  We anticipate revenue
growth  to  reflect  the  expansion  of  markets and diversification of services
offered."

Net  interest  income for the three months ended March 31, 2003, increased 9% to
$2.4  million  when  compared  to the same period during 2002.  Interest expense
decreased  $190,000  combined  with  a  slight  increase  in  interest income of
$12,000.  Net interest rate spread was relatively consistent comparing 3.67% for
the quarter ended March 31, 2003 to 3.69% for the same period in 2002.  Interest
earning  assets  increased 1% to $255.2 million as compared to $253.3 million at
December  31, 2002.  The increase in earning assets is primarily attributable to
a $2.8 million increase in net loans receivable, partially offset by an $830,000
decrease  in  investment  securities  and  a $379,000 decrease in loans held for
sale.  Total  deposits increased 3% to $211.4 million at March 31, 2003 compared
to  $204.5  million at December 31, 2002.  The increase in deposits is primarily
attributable  to  the  increase  in  the  money  market  management  account.

Provision  for loan losses for the quarter ended March 31, 2003 decreased 35% to
$106,000  from  $162,000  for  the  same  period  in  2002.  The  Company  had
non-performing  loans of $1.8 million at March 31, 2003.  The allowance for loan
losses  to  non-performing  loans  and  to  total  loans  was  82%  and  .83%,
respectively,  at  March  31,  2003.

The  Company's  non-interest  income is principally comprised of fees on deposit
accounts  and  transactions, loan servicing, commissions, and net securities and
loan  sale  gains  and losses. Non-interest income, net of gains and losses from
the  sale  of  securities, loans and other real estate, decreased 3% to $356,000
for the quarter ended March 31, 2003 compared to $366,000 for the same period in
the prior year. The decrease in non-interest income is primarily attributable to
a  $32,000  decrease in the value of bank owned life insurance, partially offset
by  a  $19,000  increase  in  service  charges  on deposit accounts and a $4,000
increase  in  loan  servicing  fees.  Net  gains  and  losses  from  the sale of
securities,  loans  and other real estate increased $170,000 to $208,000 for the
quarter ended March 31, 2003 compared to 38,000 for the same period in the prior
year.

Operating expenses increased 30% to $2.2 million for the quarter ended March 31,
2003,  when  compared  to  the  same  period in the prior year.  The increase in
operating  expenses  was  due  to  a  $329,000  increase  in salary and employee
benefits,  a $77,000 increase in building occupancy expenses, a $56,000 increase
in  the  amortization  of  intangible  asset  and  an  $87,000 increase in other
expenses.  These  increases  were partially offset by a $20,000 decrease in data
processing  expenses and an $18,000 decrease in professional and other services.
The increase in salaries and employee benefits was primarily due to the salaries
and  benefits  associated  with  an  additional  branch location, an increase in
pension  benefit  costs, an increase in health insurance benefits and the hiring
of  a  senior  commercial  loan  officer  in  the  second  quarter  of  2002.

On March 18, 2003, the Board of Directors of Pathfinder Bancorp, Inc. declared a
$0.10  per  share  cash dividend to shareholders of record as of March 31, 2003,
payable  on  April  14,  2003.

Pathfinder  Bancorp,  Inc. is the mid-tier holding company of Pathfinder Bank, a
New York chartered savings bank headquartered in Oswego, New York.  The Bank has
six full service offices located in its market area consisting of Oswego County.
Financial  highlights for Pathfinder Bancorp, Inc. are attached.  Presently, the
only  business  conducted  by  Pathfinder Bancorp, Inc. is the 100% ownership of
Pathfinder  Bank  and  Pathfinder  Statutory  Trust  I.

This  release may contain certain forward-looking statements, which are based on
management's  current  expectations  regarding  economic,  legislative,  and
regulatory  issues  that  may  impact  the Company's earnings in future periods.
Factors  that  could  cause  future  results  to  vary  materially  from current
management  expectations  include,  but  are  not  limited  to, general economic
conditions,  changes  in interest rates, deposit flows, loan demand, real estate
values,  and  competition;  changes  in  accounting  principles,  policies,  or
guidelines;  changes  in  legislation  or regulation; and economic, competitive,
governmental,  regulatory,  and  technological  factors  affecting the Company's
operations,  pricing,  products,  and  services.



                            PATHFINDER BANCORP, INC.
                              FINANCIAL HIGHLIGHTS
                 (dollars in thousands except per share amounts)



                                                       For  the  three  months
                                                           ended  March  31,
                                                              (Unaudited)
--------------------------------------------------------------------------------
                                                          2003          2002
--------------------------------------------------------------------------------

                                                             
CONDENSED INCOME STATEMENT
Interest income. . . . . . . . . . . . . . . . . . .  $    4,001   $    3,989
Interest expense . . . . . . . . . . . . . . . . . .       1,600        1,790
                                                      -----------  -----------
Net interest income. . . . . . . . . . . . . . . . .       2,401        2,199
Provision for loan losses. . . . . . . . . . . . . .         106          162
                                                      -----------  -----------
Net interest income after provision for loan losses.       2,295        2,037
Other income . . . . . . . . . . . . . . . . . . . .         564          404
Other expense. . . . . . . . . . . . . . . . . . . .       2,202        1,690
                                                      -----------  -----------
Income before taxes. . . . . . . . . . . . . . . . .         657          751
Provision for income taxes . . . . . . . . . . . . .         137          200
                                                      -----------  -----------
Net income . . . . . . . . . . . . . . . . . . . . .  $      520   $      551
                                                      ===========  ===========

KEY EARNINGS RATIOS
Return on average assets . . . . . . . . . . . . . .        0.74%        0.90%
  RETURN ON AVERAGE ASSETS - CASH EARNINGS*. . . . .        0.82%        0.93%
Return on average equity . . . . . . . . . . . . . .        9.93%        9.67%
  RETURN ON AVERAGE EQUITY - CASH EARNINGS*. . . . .       10.94%        9.98%
Net interest margin (tax equivalent) . . . . . . . .        3.84%        3.96%


SHARE AND PER SHARE DATA
Basic weighted average shares outstanding. . . . . .   2,446,387    2,571,520
Basic earnings per share . . . . . . . . . . . . . .  $     0.21   $     0.22
Diluted earnings per share . . . . . . . . . . . . .        0.21         0.21
  CASH EARNINGS PER SHARE - BASIC. . . . . . . . . .        0.22         0.22
Cash dividends per share . . . . . . . . . . . . . .        0.10         0.07
Book value per share . . . . . . . . . . . . . . . .        8.56         8.63




                                                  (Unaudited)                   (Unaudited)   (Unaudited)
                                                   March 31,     December 31,    March 31,     March 31,
                                                      2003           2002           2002          2001
---------------------------------------------------------------------------------------------------------

                                                                                  
SELECTED BALANCE SHEET DATA
Assets . . . . . . . . . . . . . . . . . . . . .  $   282,638   $     279,056   $   249,814   $   233,081
Earning assets . . . . . . . . . . . . . . . . .      255,157         253,319       229,657       215,350
Total loans. . . . . . . . . . . . . . . . . . .      183,345         180,482       171,663       150,439
Deposits . . . . . . . . . . . . . . . . . . . .      211,446         204,522       173,784       165,060
Borrowed Funds . . . . . . . . . . . . . . . . .       41,860          42,860        50,071        44,209
Trust Preferred Debt . . . . . . . . . . . . . .        5,000           5,000             -             -
Shareholders' equity . . . . . . . . . . . . . .       20,936          23,230        22,866        21,392

ASSET QUALITY RATIOS
Net loan charge-offs to average loans. . . . . .         0.15%           0.89%         0.05%         0.16%
Allowance for loan losses to period end loans. .         0.83%           0.82%         1.08%         0.89%
Allowance for loan losses to nonperforming loans        81.99%          86.57%        47.42%        66.93%
Nonperforming loans to period end loans. . . . .         1.01%           0.95%         2.20%         1.33%
Nonperforming assets to total assets . . . . . .         1.17%           1.11%         1.76%         1.28%



*  Cash  earnings  excludes  noncash  charges  for  amortization  relating  to
intangibles  and  the  allocation  of  ESOP  stock