May 11, 2006

Mail Stop 4561

By U.S. Mail and facsimile to (202) 362-2902

Robert E. Kernan, Jr.
Seneca-Cayuga Bancorp, Inc.
19 Cayuga Street
Seneca Falls, New York 13148

Re:	Seneca-Cayuga Bancorp, Inc.
	Amendment Number One to Form SB-2 filed on May 3, 2006
	File Number 333-132759

Dear Mr. Kernan:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

Supervision and Regulation - The USA PATRIOT Act, page 99

1. We note your response to prior comment number 8; however, you
have
not stated whether or not you are in compliance with the USA
PATRIOT
Act.  Please revise.

Note 2 - Summary of Significant Accounting Policies
(f)  Loans Held for Sale and Related Commitments, page F-8

2. As discussed with your representatives, please confirm to us
that
you have obtained a true sale legal opinion as evidence that loans
sold to the FHLB of Chicago have been legally isolated in
accordance
with paragraph 9(a) of SFAS 140.

*	*	*

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review by showing deleted
sections as strikethrough and added sections as underlining.
Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* if the Commission or the staff, acting pursuant to delegated
authority, declares the filing effective, it does not foreclose
the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      You may contact Kevin W. Vaughn at (202) 551-3494 or Angela
Connell at (202) 551-3426 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Timothy
Geishecker at (202) 551-3422 or me at (202) 551-3419 with any
other
questions.

								Sincerely,


								Christian Windsor
								Special Counsel


cc:	Eric Envall, Esq.
      Kip Weissman, Esq.
	Luse Gorman Pomerenk & Schick, P.C.
	5335 Wisconsin Avenue, NW - Suite 400
	Washington, DC  20015