UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ~~of The Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): July 23, 2014~~1934

Date of Report (Date of earliest event reported): August 12, 2014

PATHFINDER BANCORP, INC.

(Exact name of Registrant as specified in its charter)

Commission File Number: 000-23601

Federal		000-23601		16-1540137
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

Federal	16-1540137
214 West First Street, Oswego, NY		13126
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)
(Address of Principal Executive Offices)		(Zip Code)

~~214~~Registrant’s ~~West~~telephone ~~First Street~~number, ~~Oswego,~~including NYarea ~~13126~~code: (315) 343-0057

~~(Address~~Not ~~of Principal Executive Office) (Zip Code)~~Applicable

(~~315)~~Former ~~343-0057~~name or former address, if changed since last report)

~~(Issuer's~~Check ~~Telephone~~the ~~Number~~appropriate ~~including~~box ~~area~~below ~~code~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check~~[ ] Written communications pursuant to Rule 425 under the ~~appropriate~~Securities ~~box~~Act ~~below~~(17 ifCFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange 8Act (17 CFR 240.14a-K12) ~~filing~~[ is] ~~intended~~Pre-commencement communications pursuant to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~Registrant~~240.14d-2(b)) ~~under~~[ ~~any~~] ofPre-commencement communications pursuant to Rule 13e-4(c) under the ~~following~~Exchange ~~provisions:~~Act (17 CFR 240.13e-4(c))

~~Written~~Item ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230~~1.~~425)~~01 Entry ~~Soliciting~~Into ~~material~~a ~~pursuant~~Material toDefinitive Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)) 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-4c under the Exchange Act (17 CFR 240.13e-4c))Agreement

~~Section~~On 2August –12, ~~Financial~~2014, ~~Information~~Pathfinder Bancorp, Inc., a federal corporation (“Pathfinder-Federal”), Pathfinder Bancorp, Inc., a Maryland corporation (“New Pathfinder”), Pathfinder Bancorp, MHC and Pathfinder Bank entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc., a Stifel company (“KBW”), who will act as financial advisor during New Pathfinder’s stock offering and assist in the marketing of New Pathfinder’s common stock.

~~Item~~For 2these services, KBW will receive a success fee of $225,000 if the offering is completed.02 ~~Results~~If there is a syndicated offering, KBW will be paid a fee equal to 6.0% of ~~Operations~~the ~~and~~dollar ~~Financial~~amount ~~Condition~~of total shares sold in the syndicated offering. All fees payable with respect to a syndicated offering will be in addition to the success fee. KBW will also receive a fee of $25,000 for its role as records management agent.

OnThe ~~July~~shares ~~23,~~of ~~2014,~~common ~~Pathfinder~~stock ~~Bancorp,~~are ~~Inc.~~being ~~issued~~offered pursuant to a ~~press~~Registration ~~release~~Statement ~~disclosing~~on ~~its second~~Form ~~quarter~~S-1 ~~financial~~(Registration ~~results~~No. A ~~copy~~333-196676) offiled by New Pathfinder under the ~~press~~Securities ~~release~~Act isof ~~included~~1933, as ~~Exhibit~~amended, ~~99.1~~and toa ~~this~~related ~~report~~prospectus dated August 12, 2014.

The ~~information~~foregoing indescription ~~Item 2.02 to this Form 8-K and Exhibit 99.1 shall not be deemed filed for purposes~~ of ~~Section~~the 18terms of the ~~Securities~~Agency ~~Exchange~~Agreement ~~Act~~is ofqualified ~~1934,~~in ~~nor~~its ~~shall~~entirety ~~it be deemed incorporated~~ by reference into ~~any filing under~~ the ~~Securities~~Agency ~~Act~~Agreement, ofwhich ~~1933~~is orfiled ~~the~~as ~~Securities~~Exhibit ~~Exchange~~1.1 ~~Act~~hereto ofand ~~1934,~~incorporated ~~except shall be expressly set forth~~ by ~~specific~~reference ~~in such filing~~herein.

Item 98.01 Other ~~Financial Statements and Results~~Events

~~Exhibit~~On ~~99.1.~~August ~~Press~~15, ~~Release~~2014, ~~dated July~~Pathfinder-Federal 23announced that New Pathfinder, ~~2014 reporting~~the ~~financial~~proposed ~~results~~holding company for Pathfinder Bank, and Pathfinder Bancorp, MHC have received conditional approval from the ~~fiscal~~Board ~~quarter~~of ~~ending June~~Governors 30of the Federal Reserve System on August 12, 2014 to commence the second step conversion and offering. Pathfinder-Federal also announced that the registration statement relating to the sale of common stock of New Pathfinder was declared effective by the Securities and Exchange Commission on August 12, 2014.

A copy of the press release dated August 15, 2014, is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

1.1	Agency Agreement dated August 12, 2014, by and among Pathfinder-Federal, New Pathfinder, Pathfinder Bank, Pathfinder Bancorp, MHC and KBW

99.1	Press Release dated August 15, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

PATHFINDER BANCORP, INC.

		PATHFINDER BANCORP, INC.
DATE: August 15, 2014	By:	/s/ Thomas W. Schneider
		Thomas W. Schneider
		President and Chief Executive Officer

Date: July 24, 2014	By: /s/ Thomas W. Schneider
	Thomas W. Schneider
	President and Chief Executive Officer

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