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): January 4, 2007

                            Pathfinder Bancorp, Inc.
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             (Exact name of registrant as specified in its charter)

       Federal                        000-23601                 16-1540137
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   (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  5  -  Corporate Governance and Management

Item  5.02 -  Departure of Directors or Certain Officers; Election of Directors;
              Appointment of Certain Officers; Compensatory Arrangements of
              Certain Officers

Effective December 31, 2006, Chris C. Gagas retired from the Board of Directors
of Pathfinder Bancorp, Inc. and its wholly owned subsidiary, Pathfinder Bank.

Mr. Gagas, who served on the Board of Directors for 40 years, was Chairman of
the Board from 1986 to 2002 and President and CEO of the bank from 1986 to 2000.

In a resolution adopted by the Board of Directors on December 19, 2006, the
board praised Mr. Gagas's deep devotion to the bank, its history, and its
performance, as well as, his deep passion and compassion for the bank's future,
its employees, its customers, and his fellow directors.


                                   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:  January 4, 2007        By:  /s/ Thomas W. Schneider

                              ----------------------------
                              Thomas W. Schneider
                              President and Chief Executive Officer