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 19, 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)

Items  1-4.  Not  Applicable.

Item  5.     Other  Events

On  March 19, 2004, Pathfinder Bancorp, Inc. issued a press release announcing a
first  quarter  cash dividend declaration.  The aforementioned is attached as an
exhibit  to  this  Current  Report  on  Form  8-K.

Item  6.     Not  Applicable

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

            (a)   Not  Applicable
            (b)   Not  Applicable
            (c)   The  following  exhibits  are  filed  with  this  Report:

Exhibit  No.   Description
- ------------   -----------
EXHIBIT 99.1 Press Release issued by Pathfinder Bancorp, Inc. on March 19, 2004,
furnished  in  accordance  with  Item  5  of  this  Current  Report on Form 8-K.

Items  8 - 12  Not  Applicable.


                                   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  23,  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  March  19,  2004


                                   EXHIBIT  99.1

CONTACT:     THOMAS  W.  SCHNEIDER
             PRESIDENT  &  CEO

             214  WEST  FIRST  STREET
             OSWEGO,  NY  13126
             315-343-0057


FOR  IMMEDIATE  RELEASE
March  19,  2004


PATHFINDER  BANCORP,  INC.  DECLARES  DIVIDEND


OSWEGO,  NY - Thomas W. Schneider, President/CEO of Pathfinder Bancorp, Inc. and
Pathfinder  Bank announced that the company has declared a cash dividend of $.10
per  share on the company's common stock for the fiscal quarter ending March 31,
2004.  The dividend will be payable to all shareholders of record March 31, 2004
and  will  be  paid  on  April  15,  2004.

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.