SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   Form 8-K/A

                                 CURRENT REPORT

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

        Date of Report (Date of earliest event reported): August 17, 2004

                            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 August 17, 2004, Pathfinder Bancorp, Inc. issued the enclosed press
release               regarding  the  amendment  to  the second quarter earnings
release.

Item  7.          Financial  Statements  and  Exhibits

Exhibit  99     Press Release regarding adjusted second quarter earnings release
dated  August  17,          2004.



                                   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:  August  17,  2004          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  dated  August  17,  2004



                                                      EXHIBIT  99

CONTACT:     THOMAS  W.  SCHNEIDER  -  PRESIDENT,  CEO
          JAMES  A.  DOWD  -  VICE  PRESIDENT,  CFO
          TELEPHONE:  (315)  343-0057
______________________________________________________________________

PATHFINDER  BANCORP,  INC.  ANNOUNCES  ADJUSTED  SECOND  QUARTER  EARNINGS


Oswego,  New  York,  August  17, 2004     Pathfinder Bancorp, Inc., the mid-tier
holding  company  of  Pathfinder  bank,  (NASDAQ  SmallCap  Market; symbol PBHC,
listing PathBcp) reported adjusted net income of $522,000 or $.21 per share, for
the  quarter  ended  June 30, 2004 as compared to $517,000 or $.21 per share for
the  quarter  ended  June  30, 2003.  For the six months ended June 30, 2004 the
Company reported adjusted net income of $845,000, or $.35 per share, compared to
$1.0  million,  or  $.42  per  share  for  the  same  period  in  2004.

Previously  reported  earnings  have  been increased by $88,000, net of taxes of
$32,000,  as  a  result  of  an adjustment associated with the sale of an equity
security  holding at quarter end, identified during the preparation of quarterly
financial  reports.  As  a  result  of  the  adjustment,  total assets increased
approximately  $58,000,  total  liabilities  increased  $32,000,  and  total
shareholders'  equity  increased  $26,000.

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.