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 5, 2005

                            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 5, 2005, Pathfinder Bancorp, Inc. issued a press release disclosing first
quarter  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.



                                   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  5,  2005     By:   /s/  Thomas  W.  Schneider

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

EXHBIT  INDEX
-------------

Earning  release  dated  May  5,  2005  announcing  March  31,  2005  earnings.




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 FIRST QUARTER EARNINGS

Oswego,  New  York,  May  5,  2005      Pathfinder  Bancorp,  Inc., the mid-tier
holding  company  of  Pathfinder  Bank,  (NASDAQ  SmallCap Market; symbol: PBHC,
listing: PathBcp) announced reported net income of $149,000, or $0.06 per share,
for  the three months ended March 31, 2005 as compared to $323,000, or $0.13 per
share  for  the  same  period  in  2004.

"Strong  deposit  growth,  soft  loan  demand, and a flattening yield curve have
combined  to  further  compress  net  interest rate spread and reduce earnings",
according  to  Thomas  W.  Schneider,  President  and  Chief  Executive Officer.
"Deposit  growth  of  4%  during  the  first  quarter, and some significant loan
payoffs  in the commercial portfolio, led to excess liquidity throughout much of
the  quarter.  Most  of  this liquidity was placed into short-term securities at
low  yield  levels  as we expect loan demand to accelerate during the spring and
summer  months."

"Expense  increases associated with an expanding commercial lending sales force,
information services upgrades and internal training programs also contributed to
a  decline  in  net  earnings over the prior quarter and the prior year", stated
Schneider.

"Lower  charge-offs,  improved asset quality and higher revenue from fees offset
some  of  the  adverse impact from lower margins and higher expenses.  We expect
fee  income  to  continue to grow and margins to improve from a better asset mix
during the next quarter.   The addition of a new branch scheduled to open in the
latter part of the second quarter will decrease earnings on a net basis over the
near  term."

Net  interest  income  for  the  three  months  ended  March  31, 2005, remained
relatively  constant  at  $2.2  million  when compared to the same period during
2004.  Interest  income  increased $137,000, or 4%, offset by increased interest
expense  of  $142,000,  or 10%.  Net interest rate spread decreased to 3.06% for
the  first  quarter  of  2005  from  3.23% for the same period in 2004.  Average
interest-earning  assets  increased  6%  to  $280.2 million at March 31, 2005 as
compared  to  $264.7  million at March 31, 2004, while the yield on those assets
decreased 8 basis points to 5.34% compared to 5.42% for the same period in 2004.
The  increase  in  average  earning  assets is primarily attributable to a $16.1
million increase in average investment securities and a $2.3 million increase in
average  interest  earning  deposits,  offset by a decrease in average net loans
receivable  of  $3.0  million.  Average  interest-bearing  liabilities increased
$15.9 million and the cost of funds increased 8 basis points to 2.27% from 2.19%
for  the  same  period  in  2004.  The  increase  in  the  average  balance  of
interest-bearing  liabilities  resulted primarily from a $22.3 million growth in
average  deposits.  The growth in deposits primarily resulted from the Company's
focus on attracting new municipal deposit customers, as well as expansion of our
retail  deposit  base.


Provision  for  loan  losses  for  the quarter ended March 31, 2005 decreased to
$72,000  from  $188,000  for the same period in 2004, primarily as a result of a
decrease  in  non  performing  loans  and  total  loans.  The Company's ratio of
allowance  for  loan  losses to period end loans has increased to 1.01% at March
31,  2005  from  0.98%  at December 31, 2004.  Nonperforming loans to period end
loans  has decreased to 0.94% at March 31, 2005 from 0.99% at December 31, 2004.

Other  income,  net  of  gains and losses from the sale of securities, loans and
other  real  estate,  increased  13% to $501,000 for the quarter ended March 31,
2005 compared to $444,000 for the same period in the prior year. The increase in
other  income is primarily attributable to a $39,000 increase in service charges
on  deposit  accounts  and  a  $22,000 increase in other charges commissions and
fees.  Net  gains  and  losses from the sale of securities, loans and foreclosed
real  estate  decreased  $246,000 to a net loss of $12,000 for the quarter ended
March  31,  2005  compared  to a net gain of $234,000 for the same period in the
prior  year.

Other  expenses  increased  8%  to  $2.4 million for the quarter ended March 31,
2005, when compared to the same period in the prior year.  The increase in other
expenses was primarily due to an $82,000 increase in data processing expenses, a
$61,000  increase  in  salary  and  employee  benefits,  a  $43,000  increase in
professional and other expenses and an $18,000 increase in other expenses. These
increases  were  partially  offset  by  a $34,000 decrease in building occupancy
expenses.  The  increase  in  data  processing  expenses  was  primarily  due to
software  purchases and related annual maintenance charges, along with increased
internet banking and check processing charges.  The increase in professional and
other  services  primarily  resulted  from  costs  associated  with a leadership
training  and  performance  management  program, of which $18,000 of these costs
were  reimbursed  by  a  New  York  State  Grant  and reflected in other income.

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
                                                           ended March 31,
                                                            (Unaudited)
--------------------------------------------------------------------------------
                                                         2005         2004
--------------------------------------------------------------------------------
                                                             
CONDENSED INCOME STATEMENT
Interest income. . . . . . . . . . . . . . . . . . .  $    3,698   $    3,561 
Interest expense . . . . . . . . . . . . . . . . . .       1,499        1,357 
--------------------------------------------------------------------------------
Net interest income. . . . . . . . . . . . . . . . .       2,199        2,204 
Provision for loan losses. . . . . . . . . . . . . .          72          188 
--------------------------------------------------------------------------------
Net interest income after provision for loan losses.       2,127        2,016 
Other income . . . . . . . . . . . . . . . . . . . .         501          444 
Net (losses) gains on securities, loans and
  foreclosed real estate . . . . . . . . . . . . . .         (12)         234 
Other expense. . . . . . . . . . . . . . . . . . . .       2,420        2,250 
--------------------------------------------------------------------------------
Income before taxes. . . . . . . . . . . . . . . . .         196          444 
Provision for income taxes . . . . . . . . . . . . .          47          121 
--------------------------------------------------------------------------------
Net income . . . . . . . . . . . . . . . . . . . . .  $      149   $      323 
================================================================================

KEY EARNINGS RATIOS
Return on average assets . . . . . . . . . . . . . .        0.19%        0.45%
Return on average equity . . . . . . . . . . . . . .        2.77%        5.83%
Return on average intangible equity (a). . . . . . .        3.49%        7.38%
Net interest margin (tax equivalent) . . . . . . . .        3.20%        3.36%

(a) tangible equity excludes intangible assets

SHARE AND PER SHARE DATA
Basic weighted average shares outstanding. . . . . .   2,447,210    2,504,238 
Basic earnings per share . . . . . . . . . . . . . .  $     0.06   $     0.13 
Diluted earnings per share . . . . . . . . . . . . .        0.06         0.13 
Cash dividends per share . . . . . . . . . . . . . .      0.1025         0.10 
Book value per share . . . . . . . . . . . . . . . .        8.54         8.88 

CASH EARNINGS
  Return on average assets - cash earnings*. . . . .        0.26%        0.53%
  Return on average equity - cash earnings*. . . . .        3.78%        6.85%
  Cash earnings per share - basic* . . . . . . . . .        0.08         0.15 




                                                   (Unaudited)           (Unaudited)(Unaudited)
                                                    March 31, December 31, March 31, March 31,
                                                      2005       2004       2004       2003
-----------------------------------------------------------------------------------------------
                                                                         
SELECTED BALANCE SHEET DATA
Assets . . . . . . . . . . . . . . . . . . . . . .  $308,613   $302,037   $302,316   $282,638 
Earning assets . . . . . . . . . . . . . . . . . .   278,890    273,532    276,421    255,157 
Total loans. . . . . . . . . . . . . . . . . . . .   186,858    186,952    186,646    183,345 
Deposits . . . . . . . . . . . . . . . . . . . . .   244,980    236,672    230,951    211,446 
Borrowed Funds . . . . . . . . . . . . . . . . . .    34,360     35,360     40,960     41,860 
Trust Preferred Debt . . . . . . . . . . . . . . .     5,155      5,155      5,155      5,000 
Shareholders' equity . . . . . . . . . . . . . . .    20,954     21,826     22,236     20,909 

ASSET QUALITY RATIOS
Net loan charge-offs (annualized) to average loans      0.04%      0.33%      0.27%      0.15%
Allowance for loan losses to period end loans. . .      1.01%      0.98%      0.95%      0.83%
Allowance for loan losses to nonperforming loans .    106.58%     98.76%     59.87%     81.99%
Nonperforming loans to period end loans. . . . . .      0.94%      0.99%      1.59%      1.01%
Nonperforming assets to total assets . . . . . . .      0.85%      0.88%      1.07%      1.17%





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

                                        For the three months ended March 31,
--------------------------------------------------------------------------------
                                                    2005          2004
--------------------------------------------------------------------------------
                                                          

    Net  Income. . . . . .     . . . . . . . . .  $ 149         $ 323
    Add back (net of tax effect):
                 Amortization of intangibles         34            34
                 Stock-based compensation. .         20            23
--------------------------------------------------------------------------------
    Cash earnings. . . . . . . . . . . . . .      $ 203         $ 380
================================================================================