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 6, 2004

                            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)

Item  1-6.     Not  Applicable.

Item  7.          Financial  Statements,  Pro  Forma  Financial  Information and
Exhibits

(  c  )          The  following  exhibits  are  filed  with  this  Report:

Exhibit  No.     Description
------------     -----------
EXHIBIT  99.1 Earnings Release issued by Pathfinder Bancorp, Inc. on February 6,
2004,  furnished  in accordance with Item 12 of this Current Report on Form 8-K.

Item  8.     Not  Applicable.

Item  9.          Regulation  FD
The following information is furnished under this Item 9 in satisfaction of Item
12,  "Disclosure  of  Results  of  Operations  and  Financial  Condition."

On February 6, 2004 the Company announced its earnings for the fourth quarter of
the  2003  fiscal  year.  A  copy  of  the press release dated February 6, 2004,
describing  the  fourth  quarter  earnings  is  attached  as  Exhibit  99.1.

Item  10-11.     Not  Applicable.

Item  12.  Disclosure  of  Results  of  Operations  and  Financial  Condition

See  Item  9  per  SEC  Release  33-8216,  March  27,  2003.


                                   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:  March  16,  2004               By:  /s/  Thomas  W.  Schneider

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




                                  EXHIBIT  INDEX


The  following  Exhibit  is  filed  as  part  of  this  report:

Exhibit  99.1      Press  Release  dated  February  6,  2004


                                   EXHIBIT  99.1

CONTACT:     Thomas  W.  Schneider  -  President,  CEO
          James  A.  Dowd  -  Vice  President,  CFO
          Telephone:  (315)  343-0057



           Pathfinder Bancorp, Inc. Announces Fourth Quarter Earnings

Oswego,  New  York,  February 6, 2004     Pathfinder Bancorp, Inc., the mid-tier
holding  company  of  Pathfinder  Bank,  (NASDAQ  SmallCap Market; symbol: PBHC,
listing  PathBcp)  reported  net income of $309,000, or $0.13 per share, for the
quarter  ended  December  31,  2003  as  compared  to a net loss of $110,000, or
$(0.04)  per  share,  for  the  same  period  in  2002.

The  Company  reported  net  income of $1.7 million, or $0.68 per share, for the
year ended December 31, 2003 as compared to net income of $1.2 million, or $0.45
per share, for the year ended December 31, 2002.  The increase in net income for
the  year  is  primarily  attributable  to  a  $548,000 increase in net interest
income,  a  $777,000  decrease  in  the provision for loan losses and a $514,000
increase  in other income, partially offset by a 14% or $1.1 million increase in
other  expenses.

"The  Company's  per share earnings of $0.68 represents a 51% increase over the
prior  year  and  our best per share earnings since the Company's initial public
offering,"  according  to  Thomas  W.  Schneider,  President and Chief Executive
Officer.  "We  are  pleased  with  our progress over the past 12 months but also
realize there is significant room for improvement.  Revenue growth, net of gains
and  losses from the sale of securities, increased by 11% while expenses grew by
14%.  Expense  growth  was primarily the result of the operation of a new branch
and  increased  employee  pension  and  health  care  costs."

Net  interest  income for the three months ended December 31, 2003, increased 4%
to  $2.3 million when compared to the same period during 2002.  Interest expense
decreased  $347,000 while interest income decreased $261,000.  Net interest rate
spread  increased  15  basis  points to 3.45% for the quarter ended December 31,
2003  compared  to  3.30% for the same period in 2002.  Average interest-earning
assets  increased 2% to $260.4 million as compared to $256.2 million at December
31,  2002  while  the  yield  on those assets decreased 66 basis points to 5.74%
compared  to 6.40% for the same period in 2002.  The increase in average earning
assets is primarily attributable to a $16.0 million increase in loans receivable
and  a  $5.0  million  increase  in investment securities, partially offset by a
$17.0  million decrease in interest earning deposits.  At December 31, 2002, the
Company  had  a  significant  interest  earning deposit balance resulting from a
fourth  quarter  deposit  assumption  and  branch acquisition.  The net proceeds
received  from  the  assumption  and  acquisition were invested in the Company's
investment and loan portfolio during 2003.  The decrease in interest expense was
primarily  the  result  of  a  decrease  in the average cost of interest bearing
liabilities  of  81  basis  points,  to  2.30% as compared to 3.11% for the same
period  in the prior year.  The decrease in average cost was partially offset by
a  6%  increase  in  the  average balance of interest bearing deposits to $193.4
million  for  the  quarter ended December 31, 2003 compared to $183.0 million at
December  31,  2002.

Provision for loans losses for the quarter ended December 31, 2003 decreased 37%
to  $106,000  from  $167,000  when  compared  to  the  same period in 2002.  The
Company's  ratio  of  allowance  for  loan  losses to period end loans ratio has
increased  to 0.91% at December 31, 2003 compared to 0.82% at December 31, 2002.
Nonperforming  loans  to  period  end  loans  has  increased to 1.59% from 0.95%
resulted  from  an increase in residential real estate delinquencies at December
31,  2003.

The  Company's  non-interest  income is principally comprised of fees on deposit
accounts and transactions, loan servicing, commissions, and net securities gains
and  losses.  Non-interest  income,  net  of  gains  and losses from the sale of
securities,  loans,  and  other  real  estate, increased 20% to $454,000 for the
quarter  ended  December  31,  2003, as compared to the same period in the prior
year. The increase in non-interest income is primarily attributable to a $51,000
increase  in  service  charges  on  deposit accounts, a $26,000 increase in loan
servicing  fees,  and  a  $13,000  increase  in  the  value  of  bank owned life
insurance,  partially offset by a $14,000 decrease in other charges, commissions
and  fees.  Gains  and  losses  on  the sale of securities, loans and other real
estate  increased $186,000 when comparing the quarter ended December 31, 2003 to
the  same  period in the prior year.  In the fourth quarter of 2002, the Company
was required to record a $165,000, net of taxes, impairment loss for a corporate
bond  investment  security.


Operating  expenses  decreased 8% to $2.3 million for the quarter ended December
31,  2003,  when compared to the same period in the prior year.  The decrease in
operating  expenses  was due to a decrease in professional and other services of
$72,000, a $104,000 decrease in data processing expenses and a $168,000 decrease
in  other  expenses.  The  decrease  in other expenses resulted from the Company
incurring  $183,000  in  non-recurring  expenses  in  the fourth quarter of 2002
associated  with  the  acquisition  of the Lacona branch and the operations of a
property  classified in other real estate owned.  These decreases were partially
offset  by a $129,000 increase in salary expenses, a $7,000 increase in building
occupancy  expenses and a $16,000 increase in the amortization of the intangible
asset.  The  increase  in  salaries  and  employee  benefits  resulted  from the
operation  of an additional branch location, and increase in pension benefit and
health  insurance  benefit  costs.

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            For the twelve months
                                                          ended December 31,              ended December 31,
                                                                (Unaudited)                    (Unaudited)
----------------------------------------------------------------------------------------------------------------

                                                           2003            2002            2003          2002
                                                      --------------  --------------  --------------  -----------
                                                                                          
CONDENSED INCOME STATEMENT
Interest income. . . . . . . . . . . . . . . . . . .  $       3,730   $       3,991   $      15,285   $   15,812
Interest expense . . . . . . . . . . . . . . . . . .          1,388           1,735           5,948        7,023
                                                      --------------  --------------  --------------  -----------
Net interest income. . . . . . . . . . . . . . . . .          2,342           2,256           9,337        8,789
Provision for loan losses. . . . . . . . . . . . . .            106             167             598        1,375
                                                      --------------  --------------  --------------  -----------
Net interest income after provision for loan losses.          2,236           2,089           8,739        7,414
Other income . . . . . . . . . . . . . . . . . . . .            469             207           2,608        2,094
Other expense. . . . . . . . . . . . . . . . . . . .          2,279           2,470           9,094        7,964
                                                      --------------  --------------  --------------  -----------
Income before taxes. . . . . . . . . . . . . . . . .            426            (174)          2,253        1,544
  Provision for income taxes . . . . . . . . . . . .            117             (65)            601          388
                                                      --------------  --------------  --------------  -----------
Net income . . . . . . . . . . . . . . . . . . . . .  $         309   $        (109)  $       1,652   $    1,156
                                                      ==============  ==============  ==============  ===========

KEY EARNINGS RATIOS
Return on average assets . . . . . . . . . . . . . .           0.44%          -0.16%           0.59%        0.45%
  RETURN ON AVERAGE ASSETS - CASH EARNINGS*. . . . .           0.51%          -0.11%           0.67%        0.48%
Return on average equity . . . . . . . . . . . . . .           5.81%          -1.88%           7.61%        5.01%
  RETURN ON AVERAGE EQUITY - CASH EARNINGS*. . . . .           6.82%          -1.27%           8.58%        5.41%
Net interest margin (tax equivalent) . . . . . . . .           3.62%           3.57%           3.68%        3.73%


SHARE AND PER SHARE DATA
Basic weighted average shares outstanding. . . . . .      2,417,318       2,583,643       2,423,966    2,577,857
Basic earnings per share . . . . . . . . . . . . . .  $        0.13           (0.04)  $        0.68   $     0.45
Diluted earnings per share . . . . . . . . . . . . .           0.13           (0.04)           0.67         0.44
Cash dividends per share . . . . . . . . . . . . . .           0.10            0.08            0.40         0.30
Book value per share . . . . . . . . . . . . . . . .              -               -            8.99         8.90


                                                        December 31,.   December 31,    December 31, December 31,
                                                               2003            2002            2001         2000
                                                      --------------  --------------  --------------  -----------
SELECTED BALANCE SHEET DATA
Assets . . . . . . . . . . . . . . . . . . . . . . .  $     277,940   $     279,056   $     244,514   $  232,355
Earning assets . . . . . . . . . . . . . . . . . . .        254,755         253,319         255,121      214,319
Total loans. . . . . . . . . . . . . . . . . . . . .        188,717         180,482         164,267      149,636
Deposits . . . . . . . . . . . . . . . . . . . . . .        206,894         204,522         169,589      161,459
Borrowed Funds . . . . . . . . . . . . . . . . . . .         40,960          42,860          49,441       47,230
Trust Preferred Debt . . . . . . . . . . . . . . . .          5,000           5,000               -            -
Shareholders' equity . . . . . . . . . . . . . . . .         21,785          23,230          22,185       20,962

ASSET QUALITY RATIOS
Net loan charge-offs to average loans. . . . . . . .           0.19%           0.90%           0.19%        0.09%
Allowance for loan losses to period end loans. . . .           0.91%           0.82%           1.03%        0.85%
Allowance for loan losses to nonperforming loans . .          57.32%          86.57%          63.66%       69.98%
Nonperforming loans to period end loans. . . . . . .           1.59%           0.95%           1.30%        1.23%
Nonperforming assets to total assets . . . . . . . .           1.15%           1.11%           1.13%        0.17%


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





                                           For the three months     For the twelve months
                                              ended Dec 31,             ended Dec. 31,
                                              2003         2002         2003         2002
------------------------------------------------------------------------------------------
                                                                        
    Net  Income. . . . . . . . . . . . . . .  $ 309       $(109)       $1,651       $1,156
    Add back (net of tax effect):
                 Amortization of intangibles     33          24           134           24
                 Stock-based compensation. .     21          11            77           68
------------------------------------------------------------------------------------------
    Cash earnings. . . . . . . . . . . . . .  $ 363       $ (74)       $1,862       $1,248
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