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): July 21, 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  July  21,  2003, Pathfinder Bancorp, Inc. issued the enclosed second quarter
earnings  release.


ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS

EXHIBIT  99        EARNINGS  RELEASE  DATED  JULY  21,  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:  July  21,  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  SECOND  QUARTER  EARNINGS

Oswego,  New  York,  July  21,  2003      Pathfinder Bancorp, Inc., the mid-tier
holding  company  of  Pathfinder  Bank,  (NASDAQ  SmallCap Market; symbol: PBHC,
listing:  PathBcp)  reported net income of $516,000, or $0.21 per share, for the
quarter  ended June 30, 2003 as compared to $360,000, or $.14, per share for the
same  period  in  2002.  For  the  six  months  ended June 30, 2003, the Company
reported  net  income of $1.0 million, or $0.42 per share, compared to $911,000,
or  $0.36  per  share,  for  the  same  period  in  2002.


"Results  for  the  first half of the year reflect the strength of the Company's
balance  sheet which allowed us to maintain a strong net interest rate spread in
this  historically  low  interest  rate  environment,"  according  to  Thomas W.
Schneider,  President  and Chief Executive Officer.  "The spread maintenance and
fee  income growth have allowed us to absorb increased operating costs resulting
from  branch  expansion,  high  residential  loan  volumes and enhanced internal
controls."

Net  interest  income  for the quarter ended June 30, 2003, increased 7% to $2.3
million  when  compared  to  the  same  period  during  2002.  Interest  expense
decreased  $197,000  partially offset by a slight decrease in interest income of
$37,000.  Net  interest spread increased to 3.60% for the quarter ended June 30,
2003  from 3.53% for the same period in 2002.  Interest earning assets increased
2%  to  $258.8  million as compared to $253.3 million at December 31, 2002.  The
increase  in earning assets is primarily attributable to a $4.4 million increase
in  investment  securities,  a  $2.0 million increase in mortgage loans held for
sale, and a $4.1 million increase in net loans receivable, partially offset by a
$5.2  million  decrease  in  interest  earning  deposits.

Provision  for  loan losses for the quarter ended June 30, 2003 decreased 71% to
$260,000  from  $907,000  for  the  same  period  in  2002.  The  Company  had
non-performing  loans  of $1.3 million at June 30, 2003.  The allowance for loan
losses  to  non-performing  loans  and  to  total  loans  was  124%  and  .86%,
respectively,  at  June  30,  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, exclusive of net gains and
losses  from  the sale of securities, loans and other real estate, increased 21%
to  $483,000  for  the  quarter ended June 30, 2003 compared to $399,000 for the
same  period in the prior year. The increase in non-interest income is primarily
attributable  to a $61,000 increase in service charges on deposit accounts and a
$27,000  increase  in  other charges commissions and fees.  Net gains and losses
from  the  sale  of  securities,  loans  and  other real estate decreased 31% to
$491,000  for  the quarter ended June 30, 2003 compared to $712,000 for the same
period  in  the  prior  year.

Operating  expenses increased 24% to $2.3 million for the quarter ended June 30,
2003,  when  compared  to  the  same  period in the prior year.  The increase in
operating  expenses  was  primarily  due  to  a  $133,000 increase in salary and
employee  benefits, a $59,000 increase in building occupancy expenses, a $56,000
increase in the amortization of intangible asset and a $35,000 increase in other
expenses.  The  increases  in  operating costs are primarily attributable to the
operation  of  an additional branch location acquired in October 2002.  Salaries
and employee benefits were also impacted by an increase in pension benefit costs
and  an  increase  in  the  cost of health insurance benefits.  In addition, the
Company  incurred  $164,000  in  unusual  expenses in 2003 relating to personnel
realignment.  These  increases  were  partially  offset by a $31,000 decrease in
professional  and  other  services.

On  June 18, 2003, the Board of Directors of Pathfinder Bancorp, Inc. declared a
$0.10  per  share  cash  dividend to shareholders of record as of June 30, 2003,
payable  on  July  15,  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                 For the six months
                                                                      ended June 30,                       ended June30,
                                                                      (Unaudited)                            (Unaudited)
                                                                 ----------------------  --------------------
                                                                       2003                 2002         2003         2002
                                                      ----------------------  --------------------  -----------  -----------
                                                                                                     
CONDENSED INCOME STATEMENT
Interest income. . . . . . . . . . . . . . . . . . .  $               3,877   $             3,913   $    7,878   $    7,903
Interest expense . . . . . . . . . . . . . . . . . .                  1,532                 1,729        3,132        3,519
                                                      ----------------------  --------------------  -----------  -----------
Net interest income. . . . . . . . . . . . . . . . .                  2,345                 2,184        4,746        4,384
Provision for loan losses. . . . . . . . . . . . . .                    260                   907          366        1,070
                                                      ----------------------  --------------------  -----------  -----------
Net interest income after provision for loan losses.                  2,085                 1,277        4,380        3,314
Other income . . . . . . . . . . . . . . . . . . . .                    974                 1,112        1,539        1,511
Other expense. . . . . . . . . . . . . . . . . . . .                  2,340                 1,890        4,542        3,575
                                                      ----------------------  --------------------  -----------  -----------
Income before taxes. . . . . . . . . . . . . . . . .                    719                   499        1,377        1,250
(Benefit) provision for income taxes . . . . . . . .                    203                   139          367          339
                                                      ----------------------  --------------------  -----------  -----------
Net (loss) income. . . . . . . . . . . . . . . . . .  $                 516   $               360   $    1,010   $      911
                                                      ======================  ====================  ===========  ===========

KEY EARNINGS RATIOS
Return on average assets . . . . . . . . . . . . . .                   0.75%                 0.57%        0.74%        0.73%
  RETURN ON AVERAGE ASSETS - CASH EARNINGS*. . . . .                   0.83%                 0.60%        0.82%        0.76%
Return on average equity . . . . . . . . . . . . . .                   9.70%                 6.21%        9.43%        7.95%
  RETURN ON AVERAGE EQUITY - CASH EARNINGS*. . . . .                  10.69%                 6.54%       10.42%        8.27%
Net interest margin (tax equivalent) . . . . . . . .                   3.75%                 3.82%        3.82%        3.88%


SHARE AND PER SHARE DATA
Basic weighted average shares outstanding. . . . . .              2,416,888             2,576,766    2,431,556    1,574,158
Basic earnings per share . . . . . . . . . . . . . .  $                0.21                  0.14   $     0.42   $     0.36
Diluted earnings per share . . . . . . . . . . . . .                   0.21                  0.14         0.41         0.35
  CASH EARNINGS PER SHARE - BASIC* . . . . . . . . .                   0.24                  0.15         0.46         0.37
Cash dividends per share . . . . . . . . . . . . . .                   0.10                  0.07         0.20         0.14
Book value per share . . . . . . . . . . . . . . . .                      -                     -         8.84         8.64

                                                                 (Unaudited). . . . . .             (Unaudited)  (Unaudited)
                                                                    June 30, . . . .  December 31,     June 30,    June 30,
                                                                       2003                  2002         2002         2001
                                                      ----------------------  --------------------  -----------  -----------
SELECTED BALANCE SHEET DATA
Assets . . . . . . . . . . . . . . . . . . . . . . .  $             283,128   $           279,056   $  258,123   $  235,422
Earning assets . . . . . . . . . . . . . . . . . . .                258,761               253,319      237,112      216,263
Total loans. . . . . . . . . . . . . . . . . . . . .                184,641               180,482      176,150      150,875
Deposits . . . . . . . . . . . . . . . . . . . . . .                204,523               204,522      177,346      169,276
Borrowed Funds . . . . . . . . . . . . . . . . . . .                 48,160                42,860       49,441       42,076
Trust Preferred Debt . . . . . . . . . . . . . . . .                  5,000                 5,000        5,000            -
Shareholders' equity . . . . . . . . . . . . . . . .                 21,488                23,230       23,076       21,290

ASSET QUALITY RATIOS
Net loan charge-offs to average loans. . . . . . . .                   0.33%                 0.89%        0.64%        0.35%
Allowance for loan losses to period end loans. . . .                   0.86%                 0.82%        1.25%        1.01%
Allowance for loan losses to nonperforming loans . .                 124.37%                86.57%       61.15%       81.58%
Nonperforming loans to period end loans. . . . . . .                   0.69%                 0.95%        2.01%        1.24%
Nonperforming assets to total assets . . . . . . . .                   1.01%                 1.11%        1.54%        1.25%




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