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 4, 2008

                            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))
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Section  2  -  Financial  Information

Item  2.02

On  February 4, 2008, Pathfinder Bancorp, Inc. issued a press release disclosing
fourth quarter and year end 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:  February  4,  2008    By:  /s/  Thomas  W.  Schneider
                             -------------------------------
                             Thomas  W.  Schneider
                             President  and  Chief  Executive Officer


EXHIBIT  INDEX

Earnings  release  dated February 4, 2008 announcing December 31, 2007 earnings.


EXHIBIT  99.1

FOR  IMMEDIATE  RELEASE

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


                              [GRAPHIC  OMITTED]


PATHFINDER  BANCORP,  INC.  ANNOUNCES  FOURTH  QUARTER  AND  YEAR-END  EARNINGS

Oswego,  New  York, February 4, 2008      Pathfinder Bancorp, Inc., the mid-tier
holding  company  of  Pathfinder  Bank,  (NASDAQ  SmallCap Market; symbol: PBHC,
listing:  PathBcp)  announced  reported  net  income  of  $485,000, or $0.20 per
diluted  share,  for  the  three  months  ended December 31, 2007 as compared to
$315,000,  or  $0.13  per  diluted  share  for the same period in 2006.  For the
twelve  months  ended December 31, 2007, the Company reported net income of $1.1
million,  or  $0.45 per share, compared to $1.0 million, or $0.42 per share, for
the  same  period  in  2006.

"We  are pleased with the organic growth in loans, deposits and earnings we have
been  able  to  achieve  in  2007,  particularly  in view of the challenging and
volatile  conditions in the financial services industry." according to Thomas W.
Schneider,  President  and  CEO.  "Per share earnings grew 7% in 2007 over 2006,
and  54%  in  the  fourth  quarter of 2007 over the same period in 2006.  During
2007,  revenues  increased  by  6.8%  while  expenses  grew  at less than 2.0%."
Schneider  continued,  "The Company did increase provisions for loan losses over
the  prior  year commensurate with loan portfolio growth and the increased risks
of  economic  uncertainty  in  a  slow  growth  or  recessionary  environment."

"The  loan  portfolio  grew  at  a  rate  of  9.6%", Schneider stated, "while we
continue  to  diversify  the portfolio with a mix of residential, commercial and
consumer  loans.  Deposit growth was 2.2% and was tempered in the fourth quarter
as  we  replaced  higher cost certificates of deposit with lower cost borrowings
from the Federal Home Loan Bank of New York.  Non-interest bearing deposits grew
at  10.6%  reflecting  our  strategic emphasis of growing customer relationships
through  checking accounts.  The organic growth in loans and lower cost deposits
combined  with  the  positive  relation  between  revenue  and expense growth is
consistent  with the continued execution of our strategic plan and positions the
company  well  for  2008."

Net  interest income for the year ended December 31, 2007 increased $321,000, or
4%,  when  compared  to the same period during 2006.  Interest expense increased
$1.1  million,  or  15%,  which  was more than offset by an increase in interest
income  of $1.4 million, or 9%.  Net interest rate spread decreased to 2.79% for
the  year  ended  December  31,  2007  from  2.93%  for the same period in 2006.
Average  interest-earning  assets  increased 5%, to $287.1 million, for the year
ended  December  31,  2007  as  compared  to  $273.4  million for the year ended
December  31,  2006.  The  yield on average interest earning assets increased 20
basis  points  to  6.06%  compared  to  5.86%  for the same period in 2006.  The
increase in average interest earning assets is primarily attributable to a $15.8
million increase in the average balance of the loan portfolio and a $3.3 million
increase  in  the average balance of interest-earning deposits.  These increases
were  offset  by  a  $5.4  million  decrease  in the average balance of security
investments.  Average  interest-bearing  liabilities  increased $8.1 million, or
3%,  while  the  cost of funds increased 34 basis points to 3.27% from 2.93% for
the  same  period  in  2006.  The  increase  in  the  average  balance  of
interest-bearing  liabilities  resulted  primarily  from a $15.3 million, or 7%,
increase  in average deposits, offset by a decrease in average borrowed funds of
$7.2  million,  or  19%.



Provision  for  loan  losses  for  the year ended December 31, 2007 increased to
$365,000  from  $23,000  for 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 has increased to 0.76% at December
31,  2007  from  0.74%  at December 31, 2006. Non performing loans to period end
loans increased to 0.71% at December 31, 2007, compared to 0.63% at December 31,
2006. The majority of the increase in non performing loans is comprised of three
residential mortgages and one commercial mortgage, which are currently in a loan
work  out  status.

Non-interest  income,  exclusive  of  net  gains  and  losses  from  the sale of
securities,  loans and foreclosed real estate, increased to $2.6 million for the
year ended December 31, 2007 compared to $2.4 million for the same period in the
prior  year.  The increase in non-interest income is primarily attributable to a
$103,000  increase in service charges on deposit accounts, a $26,000 increase in
loan  servicing  fees,  a  $57,000 increase in debit card interchange fees and a
$39,000  increase  in  other  charges,  commissions  and  fees.

Net  gains  and  losses  from  the sale of securities, loans and foreclosed real
estate increased $201,000, to a net gain of $420,000 for the year ended December
31,  2007, as compared to a net gain of $219,000 for the year ended December 31,
2006.  The  increase was due to the gain recognized on the sale of the Company's
holdings  in  the  common  stock  of Fannie Mae in August 2007, combined with an
increased  capital  gain  dividend  received  on  an  equity  investment.

Operating  expenses  increased  2% from the prior year to $9.8 million from $9.7
million.  During  2007,  salary  and employee benefits, building occupancy, data
processing  and  professional  and  other  services  increased $87,000, $51,000,
$55,000  and $154,000, respectively.  This increase was offset by a reduction in
other expenses of $136,000 and amortization expenses of $41,000. The increase in
salaries  and  employee  benefits was primarily due to incremental salary raises
and  incentive  compensation  throughout  the  period.  The increase in building
occupancy  was  due  to  an  increase  in  depreciation expense on furniture and
fixtures,  combined  with  building  maintenance and landscaping improvements at
several  branches. Data processing expenses increased primarily due to increases
in Internet banking costs, customer check processing and ATM processing charges.
Professional  and  other  services  expense  increased primarily from consulting
expenses  associated  with  the on-going SOX 404 process review, a customer base
risk  analysis for BSA compliance and a direct mail campaign aimed at attracting
new  deposit  customers.  The  decrease in other expenses was primarily due to a
reduction  in  expenses  associated  with  ORE  properties, liability insurance,
audits  and  exams  and  travel  and  training.  Additionally,  the write-off of
counterfeit  items  and ATM transactions were lower in 2007 when compared to the
same  period  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 twelve months
                                                             ended December 31,                 ended December 31,
                                                                (Unaudited)                        (Unaudited)
--------------------------------------------------------------------------------------------------------------------------



                                                           2007              2006              2007              2006
                                                      --------------    --------------    --------------    --------------
                                                                                                
CONDENSED INCOME STATEMENT
Interest income                                       $       4,403     $       4,105     $      17,309     $      15,869
Interest expense                                              2,138             2,029             8,642             7,523
                                                      --------------    --------------    --------------    --------------
Net interest income                                           2,265             2,076             8,667             8,346
Provision for loan losses                                        85                 -               365                23
                                                      --------------    --------------    --------------    --------------
Net interest income after provision for loan losses           2,180             2,076             8,302             8,323
Other income                                                    982               889             3,042             2,615
Other expense                                                 2,441             2,556             9,838             9,668
                                                      --------------    --------------    --------------    --------------
Income before taxes                                             721               409             1,506             1,270
Provision for income taxes                                      236                94               384               242
                                                      --------------    --------------    --------------    --------------
Net income                                            $         485     $         315     $       1,122     $       1,028
                                                      ==============    ==============    ==============    ==============

KEY EARNINGS RATIOS
Return on average assets                                       0.62%             0.42%             0.36%             0.34%
Return on average equity                                       8.98%             5.82%             5.27%             4.86%
Net interest margin (tax equivalent)                           3.19%             3.06%             3.05%             3.10%


SHARE AND PER SHARE DATA
Basic weighted average shares outstanding                 2,483,541         2,465,047         2,483,051         2,463,703
Basic earnings per share                              $        0.20     $        0.13     $        0.45     $        0.42
Diluted earnings per share                                     0.20              0.13              0.45              0.41
Cash dividends per share                                     0.1025            0.1025             0.410             0.410
Book value per share                                              -                 -              8.75              8.45

                                                         (Unaudited)
                                                        December 31,      December 31,      December 31,      December 31,
                                                               2007              2006              2005              2004
                                                      --------------    --------------    --------------    --------------
SELECTED BALANCE SHEET DATA
Assets                                                $     320,691     $     301,382     $     296,948     $     302,037
Earning assets                                              290,192           274,083           266,198           273,532
Total loans                                                 222,749           203,209           189,568           186,952
Deposits                                                    251,085           245,585           236,377           236,672
Borrowed Funds                                               38,410            26,360            31,360            35,360
Trust Preferred Debt                                          5,155             5,155             5,155             5,155
Shareholders' equity                                         21,734            20,850            20,928            21,826

ASSET QUALITY RATIOS
Net loan charge-offs (annualized) to average loans             0.10%             0.11%             0.24%             0.33%
Allowance for loan losses to period end loans                  0.76%             0.74%             0.89%             0.98%
Allowance for loan losses to non performing loans             107.04%           127.65%            99.94%            98.70%
Non performing loans to period end loans                        0.71%             0.57%             0.89%             0.98%
Non performing assets to total assets                           0.77%             0.54%             0.82%             0.88%