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): July 31, 2006

                            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  July  31,  2006,  Pathfinder Bancorp, Inc. issued a press release disclosing
second  quarter 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:  July  31,  2006     By:   /s/  Thomas  W.  Schneider
                                      -------------------------------------
                                      Thomas  W.  Schneider
                                      President  and Chief Executive Officer

EXHIBIT  INDEX

Earnings  release  dated  July  31,  2006  announcing  June  30,  2006 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 SECOND QUARTER EARNINGS

Oswego,  New  York,  July  31,  2006      Pathfinder Bancorp, Inc., the mid-tier
holding  company  of  Pathfinder  Bank,  (NASDAQ  SmallCap Market; symbol: PBHC,
listing:  PathBcp)  reported net income of $303,000, or $0.12 per share, for the
three months ended June 30, 2006 as compared to $234,000, or $0.10 per share for
the  same  period  in 2005.  For the six months ended June 30, 2006, the Company
reported  net  income  of $543,000, or $0.22 per share, compared to $383,000, or
$0.16  per  share,  for  the  same  period  in  2005.

"We continue to be pleased by our improvement in earnings, particularly in light
of  the  current interest rate cycle," stated Thomas W. Schneider, President and
C.E.O.  "Rising  short-term  interest  rates  have  continued  to  compress  net
interest  margin,  however,  a  16%  increase  in core non-interest income, a 4%
reduction  in  operating  expenses,  and  continued improvement in asset quality
helped  to  boost  net  income  by  42%  over  the  prior  year.  "

Net  interest  income  for  the  quarter  ended  June 30, 2006 decreased 8% when
compared  to  the same period during 2005.  Interest expense increased $327,000,
or  21%,  partially offset by an increase in interest income of $145,000, or 4%.
Net  interest rate spread decreased to 2.93% for the second quarter of 2006 from
3.17% for the same period in 2005.  Average interest-earning assets decreased 3%
to  $273.9  million  in  the  quarter  ended June 30, 2006 as compared to $281.2
million  in  the  quarter  ended  June 30, 2005, while the yield on those assets
increased  34  basis  points  to  5.81% compared to 5.47% for the same period in
2005.  The  decrease  in  average earning assets is primarily attributable to an
$11.1  million  decrease in average investment securities, partially offset by a
$4.5  million,  or  2%,  increase  in  average  loans  receivable.  Average
interest-bearing  liabilities  decreased  $8.8  million, while the cost of funds
increased  59 basis points to 2.88% from 2.29% for the same period in 2005.  The
decrease  in  the  average  balance  of  interest-bearing  liabilities  resulted
primarily  from a $10.0 million, or 5%, reduction in average deposits, partially
offset  by  a $1.2 million increase in average borrowed funds.  The reduction in
deposits  principally occurred in the municipal money management accounts due to
the  cyclical  nature of the tax collections and expenditures of local municipal
entities.

The  sharp  increase  in  cost of funds can be attributed to the 200 basis point
increase  in  short-term interest rates over the past 12 months, combined with a
$7.8  million  deposit  migration  from lower earning savings accounts to higher
yielding  certificates  of  deposit.

Provision  for  loan losses for the quarter ended June 30, 2006 decreased 99% to
$1,000  from  $66,000  for  the  same  period  in  2005.  The Company's ratio of
allowance for loan losses to period end loans has decreased to 0.86% at June 30,
2006  from  0.89% at December 31, 2005.  Nonperforming loans to period end loans
have  decreased  to  0.73%  at  June 30, 2006, compared to 0.89% at December 31,
2005.  Overall, asset quality has improved significantly over the past two years
through  a  combination  of  tightened  credit  administration  and  more robust
collection  activities.

Non-interest  income, net of gains and losses from the sale of securities, loans
and foreclosed real estate, increased 13% to $616,000 for the quarter ended June
30,  2006  compared  to  $546,000  for  the  same  period in the prior year. The
increase  in  non-interest  income  is  primarily  attributable  to increases in
service  charges  on  deposit  accounts,  loan  servicing  fees,  other charges,
commissions  and  fees  and  earnings  on  bank owned life insurance of $31,000,
$19,000,  $14,000  and  $6,000,  respectively.



Operating  expenses  decreased 8% to $2.3 million for the quarter ended June 30,
2006  compared  to $2.5 million for the quarter ended June 30, 2005.  During the
second  quarter  of 2006, professional and other services, salaries and employee
benefits,  other  expenses  and  data  processing  expenses  decreased $106,000,
$70,000,  $30,000  and  $13,000, respectively.  These decreases were offset by a
$19,000  increase  in building occupancy expenses.  The decrease in professional
and  other  expenses  was  primarily due to costs associated with a company wide
leadership training program and process improvement initiatives that occurred in
2005.  The  decrease  in salaries and employee benefits was primarily due to the
personnel  realignment  in  December  of  2005  and  a  reduction in stock based
compensation  expense,  offset  by  the  salaries  and  benefits associated with
personnel  at  the  new Central Square branch location. Data processing expenses
were  lower  primarily due to a reduction in Internet banking and ATM processing
charges.  The  decrease  in  other  expenses  was  primarily  attributable  to a
decrease in the purchase of office supplies, decreased costs associated with "no
cost  home equity loans" and a reduction in mortgage recording tax expense.  The
increase in building occupancy primarily resulted from costs associated with the
operation  of  the  new  Central  Square  branch  that  opened  in  May of 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 six months
                                                               ended June 30,                 ended June 30,
                                                                 (Unaudited)                   (Unaudited)
- --------------------------------------------------------------------------------------------------------------
                                                             2006            2005          2006          2005
- --------------------------------------------------------------------------------------------------------------

CONDENSED INCOME STATEMENT                                                               
Interest income                                       $     3,932   $       3,787   $     7,797   $     7,485
Interest expense                                            1,853           1,526         3,601         3,025
                                                      ------------  --------------  ------------  ------------
Net interest income                                         2,079           2,261         4,196         4,460
Provision for loan losses                                       1              66            23           138
                                                      ------------  --------------  ------------  ------------
Net interest income after provision for loan losses         2,078           2,195         4,173         4,322
Other income                                                  606             546         1,199         1,035
Other expense                                               2,310           2,510         4,721         4,930
                                                      ------------  --------------  ------------  ------------
Income before taxes                                           374             231           651           427
Provision for income taxes                                     71              (3)          108            44
                                                      ------------  --------------  ------------  ------------
Net income                                            $       303   $         234   $       543   $       383
                                                      ============  ==============  ============  ============

KEY EARNINGS RATIOS
Return on average assets                                     0.40%           0.30%         0.36%         0.25%
Return on average equity                                     5.85%           4.38%         5.19%         3.57%
Return on average tangible equity (A)                        7.33%           5.51%         6.49%         4.50%
Net interest margin (tax equivalent)                         3.10%           3.28%         3.12%         3.25%


SHARE AND PER SHARE DATA
Basic weighted average shares outstanding               2,463,132       2,452,537     2,463,132     2,449,889
Basic earnings per share                              $      0.12   $        0.10   $      0.22   $      0.16
Diluted earnings per share                                   0.12            0.09          0.22          0.15
  CASH EARNINGS PER SHARE - BASIC (B)                        0.14            0.12          0.25          0.20
Cash dividends per share                                   0.1025          0.1025         0.205         0.205
Book value per share                                            -               -          8.35          8.37

                                                       (Unaudited)                   (Unaudited)   (Unaudited)
                                                          June 30,    December 31,     June 30,      June 30,
                                                             2006            2005          2005          2004
                                                      ------------  --------------  ------------  ------------
SELECTED BALANCE SHEET DATA
Assets                                                $   296,953   $     296,948   $   310,471   $   299,875
Earning assets                                            267,520         266,198       277,927       271,247
Total loans                                               192,850         189,568       187,943       186,210
Deposits                                                  232,071         236,377       237,239       233,853
Borrowed Funds                                             36,260          31,360        43,260        36,360
Trust Preferred Debt                                        5,155           5,155         5,155         5,155
Shareholders' equity                                       20,579          20,928        21,678        21,049

ASSET QUALITY RATIOS
Net loan charge-offs (annualized) to average loans           0.05%           0.24%         0.09%         0.18%
Allowance for loan losses to period end loans                0.86%           0.89%         1.00%         0.99%
Allowance for loan losses to nonperforming loans           117.51%          99.94%        92.61%        60.88%
Nonperforming loans to period end loans                      0.73%           0.89%         1.08%         1.62%
Nonperforming assets to total assets                         0.78%           0.82%         0.94%         1.11%


(A) Tangible equity excludes intangible assets

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



                                           For the three months    For the six months
                                              ended June 30,         ended June 30,
- ---------------------------------------------------------------------------------------
                                                2006     2005          2006     2005
- ---------------------------------------------------------------------------------------
                                                                   
    Net  Income                               $ 303     $ 234         $ 543    $ 383
    Add back (net of tax effect):
                 Amortization of intangibles     34        34            67       67
                 Stock-based compensation         -        18             -       38
    --------------------------------------------------------------------------------
    Cash earnings                             $ 337     $ 286         $ 610    $ 488
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