POS EX

As filed with the Securities and Exchange Commission on June 6, 2006

Registration No. 333-132759

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO THE FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SENECA-CAYUGA BANCORP, INC.

(Name of Small Business Issuer in Its Charter)

Federal	6712	16-1601243
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

19 Cayuga Street

Seneca Falls, New York 13148

(315) 568-5855

(Address and Telephone Number of Principal Executive Offices)

19 Cayuga Street

Seneca Falls, New York 13148

(Address of Principal Place of Business)

Robert E. Kernan, Jr.

19 Cayuga Street

Seneca Falls, New York 13148

(315) 568-5855

(Name, Address and Telephone Number of Agent for Service)

Copies to:

Kip Weissman, Esq.

Eric Envall, Esq.

Luse Gorman Pomerenk & Schick, P.C.

5335 Wisconsin Avenue, N.W., Suite 400

Washington, D.C. 20015

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, $0.01 par value per share	1,071,225 shares	$10.00	$10,712,250(1)	$1,150(2)
Participant Interests	83,973 interests	—	—	(3)

(1) Estimated solely for the purpose of calculating the registration fee.

(2) Previously paid.

(3) The securities of Seneca-Cayuga Bancorp, Inc. that are eligible to be purchased by the Seneca Falls Savings Bank 401(k) Savings Plan are included in the amount shown for common stock. However, pursuant to Rule 457(h) of the Securities Act of 1933, as amended, no separate fee is required for the participation interests. Pursuant to such rule, the amount being registered has been calculated on the basis of the number of shares of common stock that may be purchased with the current assets of such plan.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Item 27. Exhibits and Financial Statement Schedules:

The exhibits filed as part of this registration statement are as follows:

(a) List of Exhibits

1.1	Engagement Letter between Seneca-Cayuga Bancorp, Inc. and Keefe Bruyette & Woods, Inc.*
1.2	Form of Agency Agreement between Seneca-Cayuga Bancorp, Inc. and Keefe Bruyette & Woods, Inc.*
2	Stock Issuance Plan*
3.1	Charter of Seneca-Cayuga Bancorp, Inc.*
3.2	Bylaws of Seneca-Cayuga Bancorp, Inc.*
4	Form of Common Stock Certificate of Seneca-Cayuga Bancorp, Inc.*
5	Opinion of Luse Gorman Pomerenk & Schick regarding legality of securities being registered*
8	Federal Tax Opinion of Luse Gorman Pomerenk & Schick*
10.1	Form of Employee Stock Ownership Plan*
10.2	Form of Employment Agreement for Robert E. Kernan, Jr.*
10.3	Form of Employment Agreement for Menzo Case*
16.1	Letter from Mengel, Metzger, Barr & Co. LLP regarding change in certifying accountant*
16.2	Letter from Fust, Charles, Chambers, LLP regarding change in certifying accountant*
21	Subsidiaries of Registrant*
23.1	Consent of Luse Gorman Pomerenk & Schick (contained in Opinions included as Exhibits 5 and 8)
23.2	Consent of BMC*
23.3	Consent of Keller & Company, Inc.*
24	Power of Attorney (set forth on signature page)
99.1	Appraisal Agreement between Seneca-Cayuga Bancorp, Inc. and Keller & Company, Inc.*
99.2	Business Plan Agreement between Seneca-Cayuga Bancorp, Inc. and RP Financial, LC*
99.3	Appraisal Report of Keller & Company, Inc.*,**
99.4	Letter of Keller & Company, Inc. with respect to Subscription Rights*
99.5	Marketing Materials*
99.6	Order and Acknowledgment Form*
99.7	Letter to Subscribers

* Previously filed

** Supporting financial schedules filed pursuant to Rule 202 of Regulation S-T.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Seneca Falls, State of New York on June 6, 2006.

SENECA-CAYUGA BANCORP, INC.
By:	/s/ Robert E. Kernan, Jr.
	Robert E. Kernan, Jr.
	President, Chief Executive Officer
	and Chairman of the Board
	(Duly Authorized Representative)

POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Robert E. Kernan, Jr. Robert E. Kernan, Jr.	President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	June 6, 2006
/s/ Menzo D. Case Menzo D. Case	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	June 6, 2006
/s/ Bradford M. Jones Bradford M. Jones	Vice Chairman of the Board	June 6, 2006
/s/ Marilyn Bero Marilyn Bero	Director	June 6, 2006
/s/ Dr. Herbert R. Holden Dr. Herbert R. Holden	Director	June 6, 2006
/s/ Dr. Frank Nicchi Dr. Frank Nicchi	Director	June 6, 2006

/s/ Gerald Macaluso Gerald Macaluso	Director	June 6, 2006
/s/ Dr. August P. Sinicropi Dr. August P. Sinicropi	Director	June 6, 2006
/s/ Vincent P. Sinicropi Vincent P. Sinicropi	Director	June 6, 2006
/s/ David Swenson David Swenson	Director	June 6, 2006

As filed with the Securities and Exchange Commission on June 6, 2006

Registration No. 333-132759

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBITS

TO

POST-EFFECTIVE AMENDMENT NO. 1 TO

REGISTRATION STATEMENT

ON

FORM SB-2

Seneca-Cayuga Bancorp, Inc.

Seneca Falls, New York

EXHIBIT INDEX

1.1	Engagement Letter between Seneca-Cayuga Bancorp, Inc. and Keefe Bruyette & Woods, Inc.*
1.2	Form of Agency Agreement between Seneca-Cayuga Bancorp, Inc. and Keefe Bruyette & Woods, Inc.*
2	Stock Issuance Plan*
3.1	Charter of Seneca-Cayuga Bancorp, Inc.*
3.2	Bylaws of Seneca-Cayuga Bancorp, Inc.*
4	Form of Common Stock Certificate of Seneca-Cayuga Bancorp, Inc.*
5	Opinion of Luse Gorman Pomerenk & Schick regarding legality of securities being registered*
8	Federal Tax Opinion of Luse Gorman Pomerenk & Schick*
10.1	Form of Employee Stock Ownership Plan*
10.2	Form of Employment Agreement for Robert E. Kernan, Jr.*
10.3	Form of Employment Agreement for Menzo Case.*
16.1	Letter from Mengel, Metzger, Barr & Co. LLP regarding change in certifying accountant*
16.2	Letter from Fust, Charles, Chambers, LLP regarding change in certifying accountant*
21	Subsidiaries of Registrant*
23.1	Consent of Luse Gorman Pomerenk & Schick (contained in Opinions included as Exhibits 5 and 8)
23.2	Consent of BMC*
23.3	Consent of Keller & Company, Inc.*
24	Power of Attorney (set forth on signature page)
99.1	Appraisal Agreement between Seneca-Cayuga Bancorp, Inc. and Keller & Company, Inc.*
99.2	Business Plan Agreement between Seneca-Cayuga Bancorp, Inc. and RP Financial, LC*
99.3	Appraisal Report of Keller & Company, Inc.*,**
99.4	Letter of Keller & Company, Inc. with respect to Subscription Rights*
99.5	Marketing Materials*
99.6	Order and Acknowledgment Form*
99.7	Letter to Subscribers

* Previously filed.

** Supporting financial schedules filed pursuant to Rule 202 of Regulation S-T.

EX-99.7

Exhibit 99.7

[Seneca-Cayuga Bancorp, Inc. Logo]

IMPORTANT – IMMEDIATE ACTION REQUIRED

Name:                                              

Order Number:                             

Amount of Order: $                      

Dear Subscriber:

I am writing to acknowledge your order for shares of Seneca-Cayuga Bancorp, Inc. common stock and to thank you for that order. I would also like to inform you of your right to change or rescind your order on the terms described below.

It has come to our attention that, due to an error by our printing firm, a small number of our stock offering prospectuses contained two sets of pages 39 to 62 and omitted pages 63 to 110. Due to the possibility that the prospectus originally provided to you may have included this error, we are enclosing a correct copy of our prospectus and affording you the opportunity to decrease or rescind your stock subscription. Please note that this rescission offer is being made only to persons who have subscribed for stock in our subscription offering.

If you choose to decrease or rescind your order for our shares, please check the appropriate box on the Subscription Change Form on the back of this letter and return it to our Stock Information Center in the postage pre-paid envelope provided. In order to be effective, your Subscription Change Form must be signed by the same persons in the same capacities as your original order form. IF YOU WISH NOT TO CHANGE YOUR ORDER, PLEASE DO NOT RETURN THIS FORM.

Although the deadline for our subscription offering remains 12:00 Noon New York time on June 20, 2006, the deadline for this rescission offer is 12:00 Noon New York Time on July 5, 2006. Accordingly, if you wish to decrease or rescind your subscription, a properly completed copy of this subscription change form must be received by the Stock Information Center by 12:00 Noon, New York time on July 5, 2006.

If we do not receive properly completed Subscription Change Form from you by 12:00 Noon, New York time on July 5, 2006, your subscription will once again become irrevocable on the terms set forth in our prospectus.

Should you have any questions regarding this matter, please contact our Stock Information Center at (315) 568-1175.

Sincerely,

Robert E. Kernan, Jr.

President and Chief Executive Officer

This letter is neither an offer to sell nor a solicitation of an offer to buy any securities. The stock offering is made only by the prospectus. The shares of common stock offered in connection with the offering are not savings accounts or deposits and are not insured or guaranteed by Seneca Falls Savings Bank, Seneca-Cayuga Bancorp, Inc. or Seneca Falls Savings Bank, MHC, the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other government agency.

Seneca-Cayuga Bancorp, Inc.

Subscription Change Form

I have received a copy of the Seneca-Cayuga Bancorp, Inc. Prospectus dated May 15, 2006 which was sent with this letter and wish to take the following action with respect to my subscription set forth on the reverse side:

¨ Decrease Order

Original Number of Shares Subscribed For
Revised Number of Shares Subscribed For
Decrease Number of Shares Ordered
X Price per Share	$	10.00
Revised Subscription Amount
Amount Due to Subscriber	$	*

* The amount due will either be refunded to you, or your account hold of that amount will be released.

¨ Cancel Order – Your entire order amount will either be refunded to you, or your account hold of that amount will be released.

Signature** Date Signature** Date

** Must be signed by the same persons in the same capacities as the original order form.

CORRESP

(202) 274-2029 kweissman@luselaw.com

June 6, 2006

Transmittal Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4563

Washington, D.C. 20549

Re: Seneca-Cayuga Bancorp, Inc. (Registration Number 333-132759)

Post-Effective Amendment No. 1 to Registration Statement on Form SB-2

Ladies and Gentlemen:

On behalf of Seneca-Cayuga Bancorp, Inc. (the “Registrant”) and in accordance with Rule 101 of Regulation S-T, we are hereby transmitting Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form SB-2 (the “Amended SB-2”).

As discussed with the staff, this filing is being made solely to add Exhibit 99.7 in order to address an error of the Registrant’s financial printer in which a small number of prospectuses may have been distributed without all of the necessary pages included therein. After review, the registrant has been able to identify only one misprinted prospectus although the printer has informed us that there could be as many as 50 such misprinted prospectuses.

If you have any questions regarding this letter or the enclosed, please do not hesitate to contact me at (202) 274-2029 or Eric Envall at (202) 274-2034.

Sincerely,

/s/ Kip A. Weissman

Kip A. Weissman

Mr. Christian Windsor

Securities and Exchange Commission

June 6, 2006

Page 2

Enclosures

cc: Christian Windsor, Securities and Exchange Commission

Timothy Geishecker, Securities and Exchange Commission

Menzo D. Case, Executive Vice President and Chief Financial Officer,

Seneca-Cayuga Bancorp, Inc.

David M. Flair, Partner, Beard Miller Company LLP

Lori Beresford, Esq.

Eric Envall, Esq.