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): April 28, 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  April  28,  2008, Pathfinder Bancorp, Inc. issued a press release disclosing
first  quarter  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:  April  28,  2008          By:  /s/  Thomas  W.  Schneider
                                ------------------------------------
                                Thomas  W.  Schneider
                                President  and  Chief  Executive Officer

EXHIBIT  INDEX

Earnings  release  dated  April  28,  2008  announcing  March 31, 2008 earnings.



EXHIBIT 99.1

FOR IMMEDIATE RELEASE

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



Pathfinder  Bancorp,  Inc.  Announces  First  Quarter  Earnings

Oswego,  New  York,  April  28, 2008      Pathfinder Bancorp, Inc., the mid-tier
holding  company  of  Pathfinder  Bank,  (NASDAQ  SmallCap Market; symbol: PBHC,
listing:  PathBcp)  announced  reported  net  income  of  $332,000, or $0.13 per
diluted  share,  for  the  three  months  ended  March  31,  2008 as compared to
$165,000, or $0.07 per diluted share for the same period in 2007.  The return on
average  assets and return on average shareholders' equity were 0.40% and 5.94%,
respectively, for the three months ended March 31, 2008, compared with 0.21% and
3.13%,  respectively,  for  the  three  months  ended  March  31,  2007.

"First  quarter earnings continued a favorable trend of revenue growth from both
net  interest  income  and  fee  income sources." according to Thomas Schneider,
President  and  Chief  Executive  Officer.   "Additionally",  Schneider  further
stated, "net interest income grew by 13% on a combination of volume increase and
spread  expansion,  while  core  fee income categories increased by 17% over the
first  quarter  of  2007.  These  results  were  slightly  mitigated  by  higher
provisioning  for  loan  losses  to reflect the growth in the loan portfolio and
general  economic  conditions."

Net  interest  income  for  the  three  months  ended  March 31, 2008, increased
$286,000  when  compared  to  the  same  period  during  2007.  Interest  income
increased  $231,000, or 5%, combined with decreased interest expense of $55,000,
or  3%.  Net  interest  rate  spread increased to 2.99% for the first quarter of
2008  from  2.80%  for the same period in 2007.  Average interest-earning assets
increased  7%  to $305.8 million at March 31, 2008 as compared to $284.6 million
at  March 31, 2007, while the yield on those assets decreased 10 basis points to
5.94%  compared  to  6.04% for the same period in 2007.  The increase in average
earning  assets  is  primarily  attributable to an $18.6 million increase in the
average loan portfolio, a $1.5 million increase in average investment securities
and  a $1.0 million increase in the average balance of interest earning deposits
Average  interest  bearing liabilities increased $17.6 million, or 7%, while the
cost  of funds decreased 28 basis points to 2.95% from 3.23% for the same period
in  2007.  The  increase  in the average balance of interest bearing liabilities
resulted primarily from a $10.4 million increase in average borrowed funds and a
$7.3  million  increase  in  average  deposits.



Provision  for  loan  losses  for  the quarter ended March 31, 2008 increased to
$145,000  from  $50,000  for the same period in 2007. 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, as well as a general
weakening  in  economic  conditions.  The  Company's ratio of allowance for loan
losses  to  period end loans increased to 0.83% at March 31, 2008 as compared to
0.76%  at  December 31, 2007.  Nonperforming loans to period end loans increased
to  0.96%  at  March 31, 2008 from 0.71% at December 31, 2007.   The increase in
total  non-performing  loans  is  primarily the result of delinquencies of three
commercial  loan  relationships.

Non-interest  income, exclusive of gains and losses from the sale of securities,
loans  and  foreclosed  real estate, increased to $698,000 for the quarter ended
March  31, 2008 compared to $596,000 for the same quarter 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,  a  $18,000  increase  in  the  bank's Visa debit card fees and an $11,000
increase  in  the  value  of  bank  owned  life  insurance.

Net  gains  and  losses  from  the sale of securities, loans and foreclosed real
estate  increased  to  a net gain of $6,000 for the quarter ended March 31, 2008
as  compared to a net loss of $10,000 when compared to the same quarter of 2007.
The  increase was primarily due to the gain recognized on the sale of foreclosed
real  estate  in  the  first  quarter  of  2008.

Non-interest  expenses  remained  relatively  consistent at $2.5 million for the
quarter  ended  March  31,  2008,  when compared to the same period in the prior
year.  An  increase  in salaries and employee benefits of $110,000 was primarily
due  to  annual  merit  increases  and other incentive based compensation costs.
Building  occupancy  expenses  were  $28,000  higher  as  a  result of increased
depreciation  expenses,  property  taxes  and  communication charges.  A $36,000
increase  in  other expenses was primarily the result of higher costs associated
with  foreclosed real estate properties as the number of properties increased to
8  from 5 in the comparable quarter of 2007.  Audits and exams expense increased
as  a  result  of  year-end  audit  travel  related  expenses.  Offsetting these
increases were reductions of $56,000 in amortization expense as the core deposit
intangibles  became  fully  amortized  in October 2007. Data processing expenses
were  $33,000  lower  than  the  comparable quarter of 2007 as a result of lower
depreciation  costs and maintenance expenses on equipment.  An $18,000 reduction
in  professional  and other services was primarily due to consulting charges for
the  SOX  404  review  process  being  lower  in  the first quarter of 2008 when
compared  to  the first quarter of 2007.  This reduction was offset by increased
legal  fees  and  investment  management  expenses.

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 (UNAUDITED)
                        (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                                         FOR THE THREE MONTHS
                                                                            ENDED MARCH 31,
------------------------------------------------------------------------------------------------
                                                                             2008          2007
-------------------------------------------------------------------------------------------------
                                                                              
CONDENSED INCOME STATEMENT
  Interest income                                                      $    4,500     $    4,269
  Interest expense                                                          2,088          2,143
-------------------------------------------------------------------------------------------------
  Net interest income                                                       2,412          2,126
     Provision for loan losses                                                145             50
-------------------------------------------------------------------------------------------------
  Net interest income after provision for loan losses                       2,267          2,076
  Other income                                                                698            596
  Net gains (losses) on securities, loans and foreclosed real estate            6            (10)
  Other expense                                                             2,525          2,458
-------------------------------------------------------------------------------------------------
  Income before taxes                                                         446            204
  Provision for income taxes                                                  114             39
-------------------------------------------------------------------------------------------------
  NET INCOME                                                           $      332     $      165
=================================================================================================
KEY EARNINGS RATIOS
Return on average assets                                                     0.40%          0.21%
Return on average equity                                                     5.94%          3.13%
Net interest margin (tax equivalent)                                         3.21%          3.02%


SHARE AND PER SHARE DATA
   Basic weighted average shares outstanding                            2,483,732      2,481,572
   Basic earnings per share                                            $     0.13     $     0.07
   Diluted earnings per share                                                0.13           0.07
   Cash dividends per share                                                0.1025         0.1025
   Book value per share                                                      8.85           8.43







                                                   MARCH 31, DECEMBER 31,  MARCH 31,
                                                       2008        2007       2007
----------------------------------------------------------------------------------
                                                                 
SELECTED BALANCE SHEET DATA
Assets                                              $337,145   $320,691   $317,219
Earning assets                                       304,985    290,192    290,321
Total loans                                          223,390    222,749    204,691
Deposits                                             271,376    251,085    260,461
Borrowed Funds                                        34,310     38,410     22,010
Trust Preferred Debt                                   5,155      5,155     10,310
Shareholders' equity                                  21,972     21,704     20,932

ASSET QUALITY RATIOS
Net loan charge-offs (recoveries) to average loans     -0.01%      0.08%      0.13%
Allowance for loan losses to period end loans           0.83%      0.76%      0.72%
Allowance for loan losses to nonperforming loans       86.70%    107.04%    109.70%
Nonperforming loans to period end loans                 0.96%      0.71%      0.66%
Nonperforming assets to total assets                    0.87%      0.77%      0.54%