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 7, 2006

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

             (Exact name of registrant as specified in its charter)

       Federal                        000-23601                  16-1540137
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 (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))
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ITEM  2.02.     RESULTS  OF  OPERATIONS  AND  FINANCIAL  CONDITION

On  February  7, 2006 Pathfinder Bancorp, Inc. issued a press release disclosing
fourth  quarter  2005, and year-end December 31, 2005 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.

ITEM  9.01.     FINANCIAL  STATEMENT  AND  EXHIBITS

(c)   The  following  exhibit  is  furnished (but not filed) as part of the this
      Form 8-K.

Exhibit  No.                         Description
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99.1             Earnings Release of Pathfinder Bancorp, Inc. dated
                 February 7, 2006



                                   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 7, 2006     By:  /s/ Thomas W. Schneider
                                 -------------------------------------
                                 Thomas W. Schneider
                                 President and Chief Executive Officer



EXHBIT INDEX
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Earning release dated February 7, 2006 announcing December 31, 2005 earnings.