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): August 12, 2003

                            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  4.  CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT
On  August 12, 2003, the Audit Committee of the Board of Directors of Pathfinder
Bancorp,  Inc.  (the  Registrant)  approved  a  change  in  auditors.  The Audit
Committee  approved  the  engagement of Beard Miller Company LLP to serve as the
Company's  independent  public  accountants  and  the  dismissal  of
PricewaterhouseCoopers  LLP  ("PwC")  as  the  Registrant's  independent  public
accountants,  effective  immediately.

PwC  performed audits of the consolidated financial statements for the two years
ended December 31, 2002 and 2001.  Their reports on the financial statements did
not contain an adverse opinion or a disclaimer of opinion and were not qualified
or  modified  as  to  uncertainty,  audit  scope,  or  accounting  principles.


During  the two years ended December 31, 2002 and from December 31, 2002 through
the  effective  date  of  the  PwC termination, there have been no disagreements
between  the  Registrant  and  PwC  on  any  matter  of accounting principles or
practice,  financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PwC, would have caused PwC
to make reference to the subject matter of such disagreements in connection with
their  reports  on  the  financial  statements  for  such  years.

During  the  two years ended December 31, 2002, and from December 31, 2002 until
the effective date of the dismissal of PwC, PwC did not advise the Registrant of
any  of  the  following  matters:

  1. That the internal controls necessary for the Registrant to develop reliable
     financial  statements  did  not  exist.


  2. That information had come to PwC's attention that had lead it to no longer
     be  able  to  rely  on  management's  representations,  or that had made it
     unwilling  to  be  associated  with  the  financial  statements prepared by
     management;


  3. That there was a need to expand significantly the scope of the audit of the
     Registrant, or that information had come to PwC's attention that if further
     investigated:  (i)  may  materially  impact  the fairness or reliability of
     either a previously-issued audit report or underlying financial statements,
     or  the  financial  statements  issued  or to be issued covering the fiscal
     periods  subsequent  to  the  date  of  the most recent financial statement
     covered  by an audit report (including information that may prevent it from
     rendering  an  unqualified  audit  report on those financial statements) or
     (ii) may cause it to be unwilling to rely on management's representation or
     be  associated  with the Registrant's financial statements and that, due to
     its dismissal, PwC did not so expand the scope of its audit or conduct such
     further  investigation;

  4. That  information  had  come  to  PwC's  attention  that  it had concluded
     materially  impacted  the  fairness  or  reliability  of  either:  (i)  a
     previously-issued  audit  report  or the underlying financial statements or
     (ii)  the  financial  statements issued or to be issued covering the fiscal
     period  subsequent  to  the  date  of  the most recent financial statements
     covered  by an audit report (including information that, unless resolved to
     the  accountant's  satisfaction,  would  prevent  it  from  rendering  an
     unqualified  report  on  those  financial  statements), or that, due to its
     dismissal,  there  were  no  such  unresolved  issues as of the date of its
     dismissal.

The  registrant  has  requested  that PwC furnish a letter to the SEC indicating
whether  it agrees with the above statements.  Such letter is attached hereto as
Exhibit  1.

During the two years ended December 31, 2002, and from December 31, 2002 through
the  engagement  of  Beard  Miller  Company  LLP as the Registrant's independent
accountant,  neither the Registrant nor anyone on its behalf had consulted Beard
Miller  Company  LLP  with  respect  to  any  accounting,  auditing or financial
reporting  issues  involving  the  Registrant.  In  particular,  there  was  no
discussion  with  the  Registrant  regarding  the  application  of  accounting
principles  to  a specified transaction, the type of audit opinion that might be
rendered  on  the  financial  statement,  or  any  related  item.


ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS

(a)     Exhibits

1.     Letter  of  PricewaterhouseCoopers  LLP  dated  August  19,  2003.



Exhibit  1:


August  19,  2003

Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Washington,  D.C.  20549


Commissioners:

We  have  read  the statements made by Pathfinder Bancorp, Inc. (copy attached),
which  we  understand  will  be filed with the Commission, pursuant to Item 4 of
Form  8-K,  as  part of the Company's Form 8-K report dated August 19, 2003.  We
agree  with  the  statements  concerning  our  Firm  in  such  Form  8-K.

Very  truly  yours,



PricewaterhouseCoopers  LLP






                                   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:  August  19,  2003       By:  /s/  Thomas  W.  Schneider
                               --------------------------------
                               Thomas  W.  Schneider
                               President  and  Chief  Executive
                               Officer