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): October 27, 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  October 27, 2006, Pathfinder Bancorp, Inc. issued a press release disclosing
third  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:  October  27,  2006    By:  /s/  Thomas  W.  Schneider
                             -------------------------------
                             Thomas  W.  Schneider
                             President  and  Chief  Executive
                                Officer

EXHIBIT  INDEX

Earnings  release dated October 27, 2006 announcing September 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 THIRD QUARTER EARNINGS

Oswego,  New  York, October 27, 2006      Pathfinder Bancorp, Inc., the mid-tier
holding  company  of  Pathfinder  Bank,  (NASDAQ  SmallCap Market; symbol: PBHC,
listing:  PathBcp)  reported net income of $170,000, or $0.07 per share, for the
three  months  ended  September  30,  2006 as compared to $116,000, or $0.05 per
share  for  the  same  period  in 2005.  For the nine months ended September 30,
2006,  the Company reported net income of $713,000, or $0.29 per share, compared
to  $499,000,  or  $0.20  per  share,  for  the  same  period  in  2005.

"An earnings improvement of approximately 43% over the first nine months of 2006
is a result of the positive execution of a number of our strategic initiatives",
stated  Thomas  W.  Schneider,  President and CEO.  "We are progressing with our
plans  to  restructure our balance sheet through the growth of commercial loans;
control  our  costs;  and  increase  our  non-interest  income.  Over the past 9
months,  commercial  loans  have risen 15%, operating expenses have been reduced
4%  and  core  non-interest  income  has  grown  9%."

"Earnings,  however,  are  still  well  below  our  performance  objectives  and
expectations,"  Mr.  Schneider  continued.  "Even  with  a  pause by the Federal
Reserve  Bank  in  raising  Fed Fund target rates, we expect net-interest margin
compression  to continue over the next 6 months and we expect to progress in our
strategic  plan  to combat these forces in the near term and produce added value
over  the  intermediate  and  long  term."

Net  interest  income for the quarter ended September 30, 2006 decreased 7% when
compared  to  the same period during 2005.  Interest expense increased $283,000,
or  17%,  partially offset by an increase in interest income of $138,000, or 4%.
Net  interest  rate spread decreased to 2.91% for the third quarter of 2006 from
3.06% for the same period in 2005.  Average interest-earning assets decreased 3%
to  $270.3 million in the quarter ended September 30, 2006 as compared to $279.6
million in the quarter ended September 30, 2005, while the yield on those assets
increased  40  basis  points  to  5.94% compared to 5.54% for the same period in
2005.  The  decrease  in  average  earning assets is primarily attributable to a
$14.4  million  decrease in average investment securities, partially offset by a
$5.0  million,  or  3%,  increase  in  average  loans  receivable.  Average
interest-bearing  liabilities  decreased  $9.7  million, while the cost of funds
increased  54 basis points to 3.03% from 2.49% for the same period in 2005.  The
decrease  in  the  average  balance  of  interest-bearing  liabilities  resulted
primarily  from an $8.3 million, or 19%, reduction in borrowed funds, and a $4.8
million,  or  6%, reduction in average deposits. The reduction in borrowed funds
is  primarily  attributable to the pay off of several short-term advances in the
fourth quarter of 2005 and the third quarter of 2006.  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 175 basis point
increase  in  short-term interest rates over the past 12 months, combined with a
$8.2  million  deposit  migration  from lower earning savings accounts to higher
yielding  certificates  of  deposit.

Provision  for  loan  losses  for the quarter ended September 30, 2006 decreased
100%  from  the  same period in 2005.  The Company's ratio of allowance for loan
losses  to  period  end  loans has decreased to 0.83% at September 30, 2006 from
0.97%  at  September  30,  2005.  Nonperforming  loans  to period end loans have
decreased  to  0.69%  at  September 30, 2006, compared to 0.88% at September 30,
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,  decreased  4%  to $573,000 for the quarter ended
September  30,  2006 compared to $599,000 for the same period in the prior year.
The  decrease  in  non-interest income is primarily attributable to decreases in
service  charges  on  deposit  accounts,  loan servicing fees and other charges,
commissions  and fees of $18,000, $6,000, $8,000, respectively.  These decreases
were  offset  by an increase in earnings on bank owned life insurance of $6,000.

Operating  expenses decreased 4% to $2.4 million for the quarter ended September
30,  2006  compared  to  $2.5  million for the quarter ended September 30, 2005.
During  the  third  quarter  of  2006,  professional  and  other services, other
expenses  and  building  occupancy  decreased  $51,000,  $44,000  and  $27,000,
respectively.  These decreases were offset by increases of $17,000 and $3,000 in
salaries  and employee benefits and data processing expenses, respectively.  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 other expenses
was  primarily  attributable  to  lower  expenses  on other real estate owned, a
reduction  in  office  supplies and a reduction in costs associated with no cost
closing  loans.  The  decrease  in  building  occupancy  was  primarily due to a
reduction  of  machine  maintenance expenses and expenses associated with branch
facility  improvements  that  did  not  recur  in  2006.

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 nine months
                                                              ended September 30,              ended September 30,
                                                                  (Unaudited)                       (Unaudited)
- -----------------------------------------------------------------------------------------------------------------------
                                                                2006            2005             2006             2005
- -----------------------------------------------------------------------------------------------------------------------
                                                                                            
CONDENSED INCOME STATEMENT
Interest income                                       $        3,967   $       3,829   $       11,764   $       11,314
Interest expense                                               1,910           1,627            5,511            4,652
                                                      ---------------  --------------  ---------------  ---------------
Net interest income                                            2,057           2,202            6,253            6,662
Provision for loan losses                                          -              91               23              229
                                                      ---------------  --------------  ---------------  ---------------
Net interest income after provision for loan losses            2,057           2,111            6,230            6,433
Other income                                                     544             449            1,743            1,484
Other expense                                                  2,391           2,493            7,112            7,423
                                                      ---------------  --------------  ---------------  ---------------
Income before taxes                                              210              67              861              494
Provision for income taxes                                        40             (49)             148               (5)
                                                      ---------------  --------------  ---------------  ---------------
Net income                                            $          170   $         116   $          713   $          499
                                                      ===============  ==============  ===============  ===============

KEY EARNINGS RATIOS
Return on average assets                                        0.23%           0.15%            0.32%            0.22%
Return on average equity                                        3.21%           2.16%            4.53%            3.10%
Return on average tangible equity (A)                           3.98%           2.71%            5.64%            3.90%
Net interest margin (tax equivalent)                            3.11%           3.21%            3.12%            3.24%


SHARE AND PER SHARE DATA
Basic weighted average shares outstanding                  2,463,482       2,461,328        2,463,250        2,453,744
Basic earnings per share                              $         0.07   $        0.05   $         0.29   $         0.20
Diluted earnings per share                                      0.07            0.05             0.29             0.20
Cash dividends per share                                      0.1025          0.1025           0.3075            3.075
Book value per share                                               -               -             8.67             8.76

                                                         (Unaudited)                      (Unaudited)      (Unaudited)
                                                       September 30,    December 31,    September 30,    September 30,
                                                                2006            2005             2005             2004
                                                      ---------------  --------------  ---------------  ---------------
SELECTED BALANCE SHEET DATA
Assets                                                $      298,003   $     296,948   $      303,076   $      303,029
Earning assets                                               268,550         266,198          272,290          274,207
Total loans                                                  197,463         189,568          185,459          187,788
Deposits                                                     237,921         236,377          240,852          236,731
Borrowed Funds                                                30,660          31,360           32,360           35,360
Trust Preferred Debt                                           5,155           5,155            5,155            5,155
Shareholders' equity                                          21,365          20,928           21,578           21,953

ASSET QUALITY RATIOS
Net loan charge-offs (annualized) to average loans              0.06%           0.24%            0.18%            0.17%
Allowance for loan losses to period end loans                   0.83%           0.89%            0.97%            1.00%
Allowance for loan losses to nonperforming loans              120.58%          99.94%          109.75%           63.94%
Nonperforming loans to period end loans                         0.69%           0.89%            0.88%            1.57%
Nonperforming assets to total assets                            0.62%           0.82%            0.85%            1.06%


(A) Tangible equity excludes intangible assets