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): November 5, 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  November 5, 2007, Pathfinder Bancorp, Inc. issued a press release disclosing
third  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:  November  5,  2007                By:  /s/  Thomas  W.  Schneider
- -------------------------------------    Thomas  W.  Schneider
                                         President  and  Chief  Executive
                                             Officer


EXHIBIT  INDEX

Earnings  release dated November 5, 2007 announcing September 30, 2007 earnings.



FOR  IMMEDIATE  RELEASE

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


                               [GRAPHIC  OMITED]




PATHFINDER  BANCORP,  INC.  ANNOUNCES  THIRD  QUARTER  EARNINGS

Oswego, New York, November 5th, 2007      Pathfinder Bancorp, Inc., the mid-tier
holding  company  of  Pathfinder  Bank,  (NASDAQ  SmallCap Market; symbol: PBHC,
listing:  PathBcp)  announced  reported  net  income  of  $306,000, or $0.12 per
diluted  share,  for  the  three  months ended September 30, 2007 as compared to
$170,000,  or $0.07 per diluted share for the same period in 2006.  For the nine
months ended September 30, 2007, the Company reported net income of $637,000, or
$.26 per share, compared to $713,000, or $0.29 per share, for the same period in
2006.

"The  rate  of  growth  and  continued diversification of our loan portfolio has
enhanced  revenues  despite  continued  compression  on  our  net  interest rate
spread.",  according  to Thomas W. Schneider, President and CEO.  "Additionally,
the  turmoil  in the markets over the last quarter, fueled by the fallout in the
sub-prime  mortgage  market,  has  led to widening credit spreads and a positive
slope to the yield curve.  These developments create a more profitable operating
environment  for  the  Bank  and  should  reverse  the  adverse  impact  of rate
compression  that  has  occurred  over  the last 18 months.  Net interest margin
should be positively impacted by both the volume increases and rate environment"
Schneider  continued.

"The large scale impact of the unfortunate sub-prime mortgage debacle should not
adversely  affect the Bank over the foreseeable future for two primary reasons."
Schneider  stated,  "One  is  that  the  Bank did not participate in the type of
mortgages  that  have led to the problem, and two, our market did not experience
the type of real estate valuation increases that resulted in speculative lending
and  borrowing.  While  we  cannot  anticipate the regional impact of a national
economic  slowdown,  and  we  are  experiencing  a  moderate rise in delinquency
levels,  we have not seen the kind of delinquencies and foreclosure growth rates
in this market that are being experienced in other regions on a national basis."

Net interest income for the quarter ended September 30, 2007, increased $88,000,
or  4%, when compared to the same period during 2006.  Interest income increased
$333,000,  or 8%, offset by increased interest expense of $245,000, or 13%.  Net
interest rate spread decreased to 2.86% for the third quarter of 2007 from 2.92%
for  the  same  period in 2006.  Average interest-earning assets increased 5% to
$282.5  million  for  the quarter ended September 30, 2007 as compared to $270.3
million  for  the  same  quarter  of 2006.  The yield on interest-earning assets
increased  19  basis  points  to  6.13% compared to 5.94% for the same period in
2006.  The  increase  in  average  earning assets is primarily attributable to a
$16.2  million  increase  in the average loan portfolio, offset by a decrease in
average  investment  securities  of  $4.0  million.  Average  interest-bearing
liabilities  increased  3% to $260.6 million for the quarter ended September 30,
2007  as  compared  to $252.1 million for the same quarter of 2006.  The cost of
funds increased 26 basis points to 3.28% from 3.02% for the same period in 2006.
The  increase  in  the  average balance of interest-bearing liabilities resulted
primarily  from  an $18.1 million increase in average deposits, offset by a $9.6
million  decrease  in  borrowed  funds.

Provision  for  loan  losses  for the quarter ended September 30, 2007 increased
$155,000  when  compared to the same period in 2006.  The increased provision is
reflective  of  a  growing  loan  portfolio  and  one  more  heavily weighted to
commercial  term  and  commercial  real  estate, which have higher inherent risk
characteristics  than  a  consumer real estate portfolio. The Company's ratio of
allowance  for  loan  losses to period end loans increased to 0.76% at September
30,  2007  as  compared  to  0.74% at December 31, 2006.  Nonperforming loans to
period  end  loans  have increased  to 0.94% at September 30, 2007 from 0.57% at
December  31,  2006, primarily due to the nonperforming status of two commercial
loans.  Management  believes  that the existing reserves provided on these loans
are  sufficient  to  cover  any  anticipated  losses.

Non-interest  income, exclusive of gains and losses from the sale of securities,
loans  and  foreclosed  real estate, increased to $665,000 for the quarter ended
September  30, 2007 compared to $565,000 for the same quarter in the prior year.
The  increase in non-interest income is primarily attributable to an increase in
service  charges  on  deposit  accounts,  investment  services  revenue and fees
associated  with  the  Bank's  Visa  Debit  card  usage.

Net  gains  on  sales and impairment of investment securities increased $111,000
when compared to the same quarter of 2006, resulting from the gain recognized on
the  sale  of  company's  holdings in the common stock of Fannie Mae.  Net gains
from  the  sale  of securities, loans and foreclosed real estate for the quarter
ended  September 30, 2007 increased $45,000 when compared to the same quarter of
2006.

Non-interest  expense  increased $21,000, or 1%, for the quarter ended September
30,  2007  when  compared to the same period in the prior year. The non-interest
expense  increase  was  a result of a $30,000, or 10% increase in other expenses
due  to  an increase in no cost closing loans and the related mortgage recording
expenses,  additional FDIC assessment charges and external bank service charges.
Building  occupancy  expenses  increased  5%  when compared to the quarter ended
September  30,  2006 due to building maintenance and landscaping improvements at
several  branches.  Data  processing  expenses  increased 3% primarily due to an
increase  in Internet banking costs and customer check processing charges. These
increases  were  offset  by  a  3%  decrease  in  salaries and employee benefits
expenses  primarily  due  to  deferred  compensation costs incurred in the third
quarter  of  2006  that  did  not  recur  in 2007 and an increase in the FASB 91
deferred  payroll  expense  credit  directly  related  to  the  increase in loan
originations.

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.


Exhibit 99.1




                                                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)
- -----------------------------------------------------------------------------------------------------------------------
                                                                2007            2006             2007             2006
- -----------------------------------------------------------------------------------------------------------------------
                                                                                            
CONDENSED INCOME STATEMENT
  Interest and dividend income                          $        4,300   $       3,967   $       12,906   $       11,764
  Interest expense                                               2,147           1,902            6,504            5,493
                                                      ------------------------------------------------------------------
    Net interest income                                          2,153           2,065            6,402            6,271
  Provision for loan losses                                        155               -              280               23
                                                      ------------------------------------------------------------------
    Net interest income after provision for loan losses          1,998           2,065            6,122            6,248
  Noninterest income                                               792             536            2,060            1,725
  Noninterest expense                                            2,412           2,391            7,397            7,112
                                                      ------------------------------------------------------------------
    Income before taxes                                            378             210              785              861
  Provision for income taxes                                        72              40              148              148
                                                      ------------------------------------------------------------------
    Net income                                            $        306   $         170   $          637   $          713
                                                      ==================================================================

KEY EARNINGS RATIOS
  Return on average assets                                        0.39%           0.23%            0.27%            0.32%
  Return on average equity                                        5.80%           3.21%            4.03%            4.53%
  Net interest margin (tax equivalent)                            2.86%           3.11%            3.04%            3.12%


SHARE AND PER SHARE DATA
  Basic weighted average shares outstanding                  2,483,532       2,463,482        2,482,886        2,463,250
  Basic earnings per share                              $         0.12   $        0.07   $         0.26   $         0.29
  Diluted earnings per share                                      0.12            0.07             0.26             0.29
  Cash dividends per share                                      0.1025          0.1025           0.3075           0.3075
  Book value per share                                               -               -             8.48             8.67
- ------------------------------------------------------------------------------------------------------------------------

                                                          (Unaudited)                      (Unaudited)      (Unaudited)
                                                        September 30,    December 31,    September 30,    September 30,
                                                                2007            2006             2006             2005
                                                      ------------------------------------------------------------------
SELECTED BALANCE SHEET DATA
  Assets                                                $      313,841   $     301,382   $      298,003   $      303,076
  Earning assets                                               283,444         274,083          268,550          272,290
  Total loans                                                  215,855         203,209          197,463          185,459
  Deposits                                                     255,919         245,585          237,921          240,852
  Borrowed Funds                                                28,010          26,360           30,660           32,360
  Trust Preferred Debt                                           5,155           5,155            5,155            5,155
  Shareholders' equity                                          21,056          20,850           21,365           21,578

ASSET QUALITY RATIOS
  Net loan charge-offs (annualized) to average loans              0.08%           0.11%            0.06%            0.18%
  Allowance for loan losses to period end loans                   0.76%           0.74%            0.83%            0.97%
  Allowance for loan losses to nonperforming loans               80.72%         127.65%          120.58%          109.75%
  Nonperforming loans to period end loans                         0.94%           0.57%            0.69%            0.88%
  Nonperforming assets to total assets                            0.75%           0.54%            0.62%            0.85%