UNITED STATES
                       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): May 03, 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 May 3, 2007, Pathfinder Bancorp, Inc. issued a press release disclosing first
quarter  2007  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:  May  3,  2007           By:  /s/  Thomas  W.  Schneider
                                    ---------------------------------
                                    Thomas  W.  Schneider
                                    President  and  Chief  Executive
                                    Officer

EXHIBIT  INDEX

Earnings  release  dated  May  3,  2007  announcing  March  31,  2007  earnings.





EXHIBIT  99.1

FOR  IMMEDIATE  RELEASE

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



PATHFINDER  BANCORP,  INC.  ANNOUNCES  FIRST  QUARTER  EARNINGS

Oswego,  New  York,  May  3,  2007      Pathfinder  Bancorp,  Inc., the mid-tier
holding  company  of  Pathfinder  Bank,  (NASDAQ  SmallCap Market; symbol: PBHC,
listing:  PathBcp)  announced  reported  net  income  of  $165,000, or $0.07 per
diluted  share,  for  the  three  months  ended  March  31,  2007 as compared to
$240,000,  or  $0.10  per  diluted  share  for  the  same  period  in  2006.

"We  are  disappointed in the continued pressure on earnings, particularly given
our  core  business growth metrics." according to Thomas W. Schneider, President
and  CEO.  "While product and customer growth has well exceeded the growth rates
of  our  market,  net  interest  income  volume  gains are being fully offset by
continued  margin  compression  from  the  inverted yield curve.  Year over year
growth  in  loans  and earning assets approximates 7.0% while deposit growth was
9.6%.  Net  interest  rate  spread  compression  of  20 basis points in the same
period  has  prevented  this  growth  from  being  reflected  in  earnings".

"Additionally," Schneider continued, "the first quarter reflects direct external
costs  of  approximately  $60,000  associated  with  the  documentation phase of
Sarbanes-Oxley Section 404 compliance.  We will continue to focus on our deposit
and  lending  business to enhance net interest income while seeking to diversify
revenue  sources  and  manage costs through this prolonged interest rate cycle."

Net  interest income for the three months ended March 31, 2007, increased $4,000
when  compared  to  the  same  period  during  2006.  Interest  income increased
$404,000, or 10%, offset by increased interest expense of $400,000, or 23%.  Net
interest rate spread decreased to 2.80% for the first quarter of 2007 from 3.00%
for  the  same  period in 2006.  Average interest-earning assets increased 3% to
$284.6  million  at  March  31,  2007 as compared to $275.9 million at March 31,
2006,  and the yield on those assets increased 37 basis points to 6.04% compared
to 5.67% for the same period in 2006.  The increase in average earning assets is
primarily attributable to a $13.7 million increase in the average loan portfolio
and  a  $6.3 million increase in interest earning deposits, offset by a decrease
in  average  investment  securities  of $11.3 million.  Average interest-bearing



liabilities  increased  $2.7  million  and  the cost of funds increased 58 basis
points  to  3.24%  from  2.66% for the same period in 2006.  The increase in the
average balance of interest-bearing liabilities resulted primarily from an $11.6
million  increase  in  average  deposits,  offset  by a $9.0 million decrease in
borrowed  funds.

Provision  for  loan  losses  for  the quarter ended March 31, 2007 increased to
$50,000  from  $22,000  for the same period in 2006.  The increased provision is
reflective  of  the  increased  risk  inherent  with the growing commercial loan
portfolio.  The Company's ratio of allowance for loan losses to period end loans
decreased  to 0.72% at March 31, 2007 as compared to 0.74% at December 31, 2006.
Nonperforming  loans  to  period  end  loans have increased slightly to 0.66% at
March  31,  2007  from  0.63%  at  December  31,  2006.

Non-interest  income, exclusive of gains and losses from the sale of securities,
loans  and  foreclosed  real estate, decreased to $601,000 for the quarter ended
March  31, 2007 compared to $614,000 for the same quarter in the prior year. The
decrease  in non-interest income is primarily attributable to a $38,000 decrease
in  service  charges  on deposit accounts, offset by a $13,000 increase in other
charges, commissions and fees, a $7,000 increase in the value of bank owned life
insurance and a $5,000 increase in loan servicing fees.  The decrease in service
charges  on  deposit  accounts  is attributable to decreased  utilization of our
extended overdraft program by the customer base.  The increase in other charges,
commissions  and  fees  is primarily attributable to an increase in revenue from
in-house  investment services and increased fees associated with the bank's Visa
debit  card  usage.

Net losses from the sale of securities, loans and foreclosed real estate for the
quarter ended March 31, 2007 decreased $11,000 when compared to the same quarter
of  2006.

Other  expenses  remained  relatively consistent at $2.4 million for the quarter
ended  March  31,  2007,  when  compared  to  the same period in the prior year.
Professional  and  other  services  expense  increased  $122,000  primarily from
consulting  expenses  associated  with  the  on-going  SOX  404  process review,
additional  legal costs associated with expanded compensation disclosures within
the annual proxy statement and a direct mailing campaign aimed at attracting new
deposit  customers.  Data processing expenses increased $18,000 primarily due to
an  increase  in  internet  banking  costs, ATM processing charges, depreciation
expense  and  maintenance  charges. These increases were offset by a $48,000 and
$47,000  decrease  in  salaries  and  employee  benefits  and  other  expenses,
respectively.  The  decrease in salaries and employee benefits was primarily due
to  a  reduction  in  compensation  and  employee  benefits,  as  management has
realigned  responsibilities  in its effort to contain expenses.  The decrease in
other expenses was the result of a reduction in costs associated with foreclosed
real estate properties as the number of properties decreased to 4 from 13 in the
comparable  quarter  of  2006,  combined  with  a  reduction  in  audit and exam
expenses.



On  March 22, 2007, the Company entered into a trust preferred issuance for $5.0
million,  adjustable  quarterly  at  a 1.65% spread over the 3-month LIBOR.  The
Company intends to use all the proceeds from the issuance to retire its existing
trust  preferred  obligation  on  June  27th,  2007,  at  its  first  call date.


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 (UNAUDITED)
                    (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                                   FOR THE THREE MONTHS
                                                                       ENDED MARCH 31,
----------------------------------------------------------------------------------------
                                                                     2007          2006
----------------------------------------------------------------------------------------
                                                                      
CONDENSED INCOME STATEMENT
  Interest income                                              $    4,269   $    3,865
  Interest expense                                                  2,148        1,748
                                                               -----------  -----------
  Net interest income                                               2,121        2,117
     Provision for loan losses                                         50           22
                                                               -----------  -----------
  Net interest income after provision for loan losses               2,071        2,095
  Other income                                                        601          614
  Net losses on securities, loans and foreclosed real estate          (10)         (21)
  Other expense                                                     2,458        2,411
                                                               -----------  -----------
  Income before taxes                                                 204          277
  Provision for income taxes                                           39           37
                                                               -----------  -----------
  NET INCOME                                                   $      165   $      240
                                                               ===========  ===========

KEY EARNINGS RATIOS
Return on average assets                                             0.21%        0.31%
Return on average equity                                             3.13%        4.54%
Return on average tangible equity (a)                                3.86%        5.67%
Net interest margin (tax equivalent)                                 3.02%        3.13%

(a) tangible equity excludes intangible assets

SHARE AND PER SHARE DATA
   Basic weighted average shares outstanding                    2,481,572    2,463,132
   Basic earnings per share                                    $     0.07   $     0.10
   Diluted earnings per share                                        0.07         0.10
   Cash dividends per share                                        0.1025       0.1025
   Book value per share                                              8.43         8.47






                                                 MARCH 31,  DECEMBER 31,  MARCH 31,   MARCH 31,
                                                     2007          2006       2006        2005
-----------------------------------------------------------------------------------------------
                                                                         
SELECTED BALANCE SHEET DATA
Assets                                            $317,219     $301,382   $303,754   $308,613
Earning assets                                     290,321      274,083    273,372    278,890
Total loans                                        204,691      203,209    191,381    186,858
Deposits                                           260,461      245,585    237,676    244,980
Borrowed Funds                                      22,010       26,360     37,460     34,360
Trust Preferred Debt                                10,310        5,155      5,155      5,155
Shareholders' equity                                20,932       20,850     20,859     20,954

ASSET QUALITY RATIOS
Net loan charge-offs (annualized) to average loans    0.13%        0.12%      0.03%      0.04%
Allowance for loan losses to period end loans         0.72%        0.74%      0.88%      1.01%
Allowance for loan losses to nonperforming loans    109.70%      116.97%    118.64%    106.58%
Nonperforming loans to period end loans               0.66%        0.63%      0.75%      0.94%
Nonperforming assets to total assets                  0.54%        0.58%      0.76%      0.85%