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): March 4, 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  5.  OTHER  EVENTS

On  March  4,  2004,  Pathfinder Bancorp, Inc. issued the enclosed press release
regarding  the  announcement  of  a  stock  repurchase  program.


ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS

EXHIBIT  99        PRESS  RELEASE  DATED  MARCH  4,  2004



                                   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  17,  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      Press  Release


                                   EXHIBIT  99

CONTACT:     Thomas  W.  Schneider
                        President  &  CEO

          James  A.  Dowd
                       Vice  President  &  CFO

FOR  IMMEDIATE  RELEASE

March  4,  2004


                       PATHFINDER BANCORP, INC. ANNOUNCES
                            STOCK REPURCHASE PROGRAM

Oswego,  New  York  -  Pathfinder  Bancorp,  Inc.  announced  today  that  it is
commencing  a  stock  repurchase  program  to acquire up to 42,000 shares of the
Company's common stock, which represents approximately 5% of the publicly traded
common  stock  outstanding.  A  prior  plan  announced  in  July 2003 expired on
December  31,  2003.

Thomas  W.  Schneider,  President  and  Chief  Executive Officer of the Company,
stated  that the Board of Directors has authorized the repurchase program, which
will  expire  on  July  31,  2004.  Mr.  Schneider stated the Board of Directors
believes  that  a redemption or repurchase of this type is in the best interests
of the Company and its shareholders as a method to enhance long-term shareholder
value.

According  to  Mr.  Schneider,  the repurchases are authorized to be made by the
Company  from time to time over the repurchase plan period as, in the opinion of
management,  market  conditions warrant.  Any repurchased shares will be held as
treasury  stock  and  will  be  available  for  general  corporate  purposes.

Pathfinder  Bancorp,  Inc.  is  the mid-tier holding company of Pathfinder Bank.
Pathfinder  Bank  is  a  New  York State chartered savings bank headquartered in
Oswego,  New  York  whose  deposits are insured by the Federal Deposit Insurance
Corporation.  The  Bank  has six full service offices located in its market area
within  Oswego  County.