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): February 05, 2007

                            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)

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act  (17  CFR  240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act  (17  CFR  240.13e-4(c))
-
-----------------------------
Section  2  -  Financial  Information

Item  2.02

On  February 5, 2007, Pathfinder Bancorp, Inc. issued a press release disclosing
fourth quarter and year end 2006 financial results.  A copy of the press release
is  included  as  Exhibit  99.1  to  this  report.



The  information  in  Item  2.02 to this Form 8-K and Exhibit 99.1 in accordance
with  general  instruction  B.2 of Form 8-K, is being furnished and shall not be
deemed  filed for purposes of Section 18 of the Securities Exchange Act of 1934,
nor  shall  it  be  deemed  incorporated  by  reference  in any filing under the
Securities  Act  of 1933 or the Securities Exchange Act of 1934, except shall be
expressly  set  forth  by  specific  in  such  filing.



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:  February  5,  2007    By:  /s/  Thomas  W.  Schneider

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

EXHIBIT  INDEX

Earnings  release  dated February 5, 2007 announcing December 31, 2006 earnings.

EXHIBIT  99.1



EXHIBIT 99.1

FOR  IMMEDIATE  RELEASE

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


     PATHFINDER BANCORP, INC. ANNOUNCES FOURTH QUARTER AND YEAR END EARNINGS

Oswego,  New  York, February 5, 2007      Pathfinder Bancorp, Inc., the mid-tier
holding  company  of  Pathfinder  Bank,  (NASDAQ  SmallCap Market; symbol: PBHC,
listing:  PathBcp)  reported net income of $315,000, or $0.13 per share, for the
three  months  ended  December 31, 2006 as compared to a net loss of $37,000, or
$(0.02)  per share for the same period in 2005.  For the year ended December 31,
2006,  the  Company  reported  net  income  of $1.0 million, or $0.42 per share,
compared  to  $462,000,  or  $0.19  per  share,  for  the  same  period in 2005.

"We are pleased with the improved results for 2006 and a positive earnings trend
despite  the  compression  of  net  interest  rate  spread  that the Company has
experienced  as  a  result  of  the  inverted interest rate yield curve." stated
Thomas  W.  Schneider,  President  and  CEO.

"The  significant  improvement in 2006 earnings performance is the result of the
continued execution by our staff and management of the strategic initiatives set
forth  by  our  Board  of  Directors."  according to Schneider.  "We experienced
record  growth  of  our commercial loan portfolio of $13.3 million, or 27%.  The
growth  of  these  higher  yielding  assets was funded by deposit growth of $9.2
million,  or  4%, as well as a reduction of lower earning investment securities.
Additionally,  the  Company  increased  fee  source  income  by  6%  and reduced
operating  expenses  by  4%."

"We  look forward to continuing to deliver quality services to our customers and
progressing  our  strategic  plan to enhance franchise value." Schneider stated.

Net  interest income for the year ended December 31, 2006 decreased $416,000, or
5%,  when  compared  to the same period during 2005.  Interest expense increased
$1.2  million,  or 19%, offset by an increase in interest income of $771,000, or
5%.  Net interest rate spread decreased to 2.92% for the year ended December 31,
2006  from  3.07%  for the same period in 2005.  Average interest-earning assets
decreased  2%,  to  $273.4  million,  for  the  year  ended December 31, 2006 as
compared  to  $278.8  million for the year ended December 31, 2005. The yield on
average  interest  earning assets increased 37 basis points to 5.86% compared to
5.49%  for  the  same  period in 2005.  The decrease in average interest earning
assets  is  primarily  attributable  to  a $10.7 million decrease in the average
balance  of  investment  securities  and  a $1.3 million decrease in the average
balance  of  interest-earning deposits, offset by a $6.5 million increase in the
average  balance  of  the  loan portfolio.  Average interest-bearing liabilities
decreased  $6.7  million,  while  the cost of funds increased 52 basis points to
2.94%  from  2.42%  for  the  same  period in 2005.  The decrease in the average
balance  of interest-bearing liabilities resulted primarily from a $3.8 million,
or 9%, decrease in borrowed funds and a $2.9 million, or 1%, decrease in average
deposits.



Provision  for loan losses for the year ended December 31, 2006 decreased 93% to
$23,000  from  $311,000  for  the  same  period  in  2005.  The  decrease in the
provision primarily resulted from fewer charge-offs and improving asset quality.
The  Company's  ratio  of  allowance  for  loan  losses  to period end loans has
decreased  to  0.74%  at  December  31,  2006  from  0.89% at December 31, 2005.
Nonperforming loans to period end loans decreased to 0.63% at December 31, 2006,
compared  to  0.89%  at  December  31,  2005.

Non-interest  income,  exclusive  of  net  gains  and  losses  from  the sale of
securities,  loans and foreclosed real estate, increased to $2.4 million for the
year ended December 31, 2006 compared to $2.3 million for the same period in the
prior  year.  The increase in non-interest income is primarily attributable to a
$73,000  increase  in  service charges on deposit accounts, a $9,000 increase in
loan  servicing  fees  and  a $7,000 increase in the earnings on bank owned life
insurance.

Net  gains  and  losses  from  the sale of securities, loans and foreclosed real
estate increased $512,000, to a net gain of $219,000 for the year ended December
31,  2006, as compared to a net loss of $293,000 for the year ended December 31,
2005.

Operating  expenses  decreased 4% from the prior year to $9.7 million from $10.1
million.  During  2006,  salary  and  employee  benefits, professional and other
services  and  other  expenses  decreased  $116,000,  $167,000  and  $150,000,
respectively.  The  decrease in salaries and employee benefits was primarily due
to a reduction in full time equivalent personnel to 96 at year end December 2006
as  compared  to  105  at year ended December 2005, combined with a reduction in
stock  based  compensation  expenses.  The  decrease  in  professional and other
services  was primarily due to a reduction in outside consulting charges, offset
by  an  increase  in  advertising  costs  associated  with a promotional mailing
campaign.  The  decrease  in  other expenses was primarily due to lower expenses
associated  with  ORE properties, audits and exams, and a write down of property
and  equipment  at  our  former  Fulton  Branch  that  occurred  in  2005.

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
seven  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 year
                                                           ended December 31,             ended December 31,
                                                              (Unaudited)               (Unaudited)
                                                           2006            2005             2006            2005
------------------------------------------------------------------------------------------------------------------
                                                                                          
CONDENSED INCOME STATEMENT
Interest income                                       $       4,105   $       3,784   $      15,869   $      15,098
Interest expense                                              2,032           1,704           7,543           6,356
                                                      --------------  --------------  --------------  --------------
Net interest income                                           2,073           2,080           8,326           8,742
Provision for loan losses                                         -              82              23             311
                                                      --------------  --------------  --------------  --------------
Net interest income after provision for loan losses           2,073           1,998           8,303           8,431
Other income                                                    892             540           2,635           2,040
Other expense                                                 2,555           2,621           9,667          10,060
                                                      --------------  --------------  --------------  --------------
Income before taxes                                             410             (83)          1,271             411
Provision for income taxes                                       95             (46)            243             (51)
                                                      --------------  --------------  --------------  --------------
Net income                                            $         315   $         (37)  $       1,028   $         462
                                                      ==============  ==============  ==============  ==============

KEY EARNINGS RATIOS
Return on average assets                                       0.42%          -0.05%           0.34%           0.15%
Return on average equity                                       5.82%          -0.70%           4.86%           2.16%
Return on average tangible equity (A)                          7.16%          -0.88%           6.04%           2.72%
Net interest margin (tax equivalent)                           3.06%           3.13%           3.10%           3.21%


SHARE AND PER SHARE DATA
Basic weighted average shares outstanding                 2,465,047       2,463,132       2,463,703       2,456,110
Basic earnings per share                              $        0.13   $       (0.02)  $        0.42   $        0.19
Diluted earnings per share                                     0.13           (0.02)           0.41            0.19
Cash dividends per share                                     0.1025          0.1025           0.410           0.410
Book value per share                                              -               -            8.46            8.50

                                                         (Unaudited)
                                                        December 31,    December 31,    December 31,    December 31,
                                                               2006            2005            2004            2003
                                                      --------------  --------------  --------------  --------------
SELECTED BALANCE SHEET DATA
Assets                                                $     301,382   $     296,948   $     302,037   $     277,940
Earning assets                                              274,083         266,198         273,532         254,755
Total loans                                                 203,209         189,568         186,952         188,717
Deposits                                                    245,585         236,377         236,672         206,894
Borrowed Funds                                               26,360          31,360          35,360          40,960
Trust Preferred Debt                                          5,155           5,155           5,155           5,000
Shareholders' equity                                         20,850          20,928          21,826          21,785

ASSET QUALITY RATIOS
Net loan charge-offs (annualized) to average loans             0.12%           0.24%           0.33%           0.19%
Allowance for loan losses to period end loans                  0.74%           0.89%           0.98%           0.91%
Allowance for loan losses to nonperforming loans             116.97%          99.94%          98.76%          57.32%
Nonperforming loans to period end loans                        0.63%           0.89%           0.99%           1.59%
Nonperforming assets to total assets                           0.58%           0.82%           0.88%           1.15%



(A) Tangible equity excludes intangible assets