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CORRESP
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701 Pennsylvania Avenue NW, Suite 200

    Washington DC 20004

    t 202 508 5800 f 202 508 5858

    August 4, 2023

    direct dial 202 508 5818

    direct fax 202 585 0074

    sdonahoe@kilpatricktownsend.com

VIA EDGAR

Mr. Todd K. Schiffman

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Gouverneur Bancorp, Inc.

Pre-Effective Amendment No. 1
to Registration Statement on Form S-1

Filed July 24, 2023

File No. 333-272548

Dear Mr. Schiffman:

On behalf of Gouverneur Bancorp, Inc.
(the “Company”), enclosed for filing is Pre-Effective Amendment No. 2 to the above referenced Registration Statement
on Form S-1 (the “Amended Registration Statement”), including exhibits, marked pursuant to Rule 472 under the Securities
Act of 1933, as amended (the “Securities Act”), to indicate changes from Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-1 filed on June 24, 2023 (the “Pre-Effective Amendment No. 1”).

The Amended Registration
Statement is filed in response to the staff’s comment letter issued on August 1, 2023 with respect to the Pre-Effective Amendment
No. 1. To aid in your review, we have repeated the staff’s comments followed by the Company’s responses and indicated
where the Amended Registration Statement has been revised in response to such comments.

Improving our technology platform, platform, page 5

 1. We note your revised disclosure on
                                            page 5 and your response to comment 2. Clarify how you will make investments through
                                            your third party core processor. Additionally, discuss your third-party risk management processes.
                                            On page 98 under “Board Leadership and the Board’s Role in Risk Oversight”
                                            discuss the Board's role in managing such risks.

Mr. Todd K. Schiffman

U.S. Securities and Exchange Commission

August 4, 2023

Page 2

Response
to Comment No. 1:

Please see the revised disclosure
on pages 5, 67 and 98 of the prospectus included as part of the Amended Registration Statement.

Unaudited Pro Forma Condensed Combined
Financial Statements, page B-3

 2. We note your response to comment
                                            9 and revised disclosure on page B-3, and reissue our comment. Please revise your disclosures
                                            to include a more fulsome description as to how you are arriving at the amounts presented
                                            on your pro forma statements of operations as described in your response, or tell us where
                                            this is clearly disclosed. Specifically, we refer to the requirement in Rule 11-02(c)(3) of
                                            Regulation S-X that disclosure must be made of the periods combined and of the sales or revenues
                                            and income for any periods which were excluded from or included more than once in the condensed
                                            pro forma statement of comprehensive income (e.g., an interim period that is included both
                                            as part of the fiscal year and the subsequent interim period).

Response
to Comment No. 2:

The disclosure on page B-3
has been revised to indicate that, for the year ended September 30, 2022, (i) the “Gouverneur Bancorp” column includes
the actual results of operations of Gouverneur Bancorp, inclusive of Citizens Bank of Cape Vincent results, for the period beginning
on September 17, 2022 and ending on September 30, 2022 and (ii) the “Citizens Bank of Cape Vincent” column
includes the actual unaudited results of operations of Citizens Bank of Cape Vincent for the period beginning on October 1, 2021
and ending on September 16, 2022.

Please see the revised disclosure
on page B-3 of the prospectus included as part of the Amended Registration Statement.

Consolidated Statement of Cash Flows, page F-8

 3. We note your response to comment
                                            10, which includes a table showing a reconciliation to the cash inflow of $1.9 million during
                                            the year ended September 30, 2022 relating to the Bank acquisition, net of cash acquired.
                                            Please provide us with an explanation and basis, including any reference to authoritative
                                            literature, supporting your reconciliation calculation, and presentation of this amount.
                                            Alternatively, tell us your consideration to present the cash flow impact as just the merger
                                            consideration of $8.4 million, net of cash acquired of $9.5 million.

Mr. Todd K. Schiffman

U.S. Securities and Exchange Commission

August 4, 2023

Page 3

Response to Comment No. 3:

As discussed with the staff,
and as noted within the acquisition reconciliation of the footnote to the statement of cash flows, there is a difference of $878,000
between the $1.914 million reported as cash inflow relating to the Citizens Bank of Cape Vincent acquisition and the cash flow impact
of the merger consideration of $8.4 million, net of cash acquired of $9.5 million.

The underlying cause of the
difference relates to purchase price accounting adjustments that were recorded near the time of the issuance of the financial statements.
These adjustments were accurately reflected in the acquisition footnote to the audited financial statements, but the changes were not
also reflected within the statement of cash flows.

The Company believes that
the reclassification adjustments that were not reflected within the statement of cash flows do not materially misstate the financial
statements and do not result in the financial statements being misleading to users of the financial statements, including possible investors.

The acquisition footnote
within the audited financial statements clearly reflects the cash consideration paid, assets acquired, liabilities assumed and resulting
goodwill that was recorded in connection with the acquisition of Citizens Bank of Cape Vincent.

See Exhibit A
hereto for an analysis, with commentary, of the statement of cash flows for the year ending September 30, 2022, as presented within
the audited financial statements, and also as recast with the reclassifications that would result from reclassifying the reconciling
items identified.

The Company does not believe
that making these reclassification adjustments to the cash flow statement would provide additional material or meaningful information
to a user of the financial statements because the primary source of information regarding the acquisition of Citizens Bank of Cape Vincent
is disclosed in the acquisition footnote to the audited financial statements which, as previously noted, is accurately stated. Any adjustment
to the cash flow statement would not impact any regulatory ratios, nor have any impact on other financial statements or disclosures.
The presented amount also does not have an impact on any debt covenants, earnings reports, or impact to management compensation.

Note 3 - Acquisition of Citizens Bank of
Cape Vincent, page F-24

 4. We note your response to comment
                                            11 and related revised disclosures beginning on page F-24. It appears that your revised
                                            disclosures include a full pro forma balance sheet and full pro forma statements of operations.
                                            Please revise to disclose only the supplemental pro forma information required by ASC 805-10-50-2(h)(3).
                                            In this regard, we note that the requirement is to disclose the revenue and earnings
                                            of the combined entity as though the business combination that occurred during the current
                                            year had occurred as of the beginning of the comparable prior annual reporting period.

Mr. Todd K. Schiffman

U.S. Securities and Exchange Commission

August 4, 2023

Page 4

Response
to Comment No. 4:

The disclosure has been revised
to only provide the revenue and earnings of the combined entity, consistent with the requirements of ASC 805-10-50-2(h)(3). Please see
the revised disclosure beginning on page F-24 of the prospectus included as part of the Amended Registration Statement.

Exhibit 8.2, page II-2

 5. In the final paragraph under “Limitations
                                            on Opinion” please clarify why it is “imperative that we be notified” if
                                            any facts change since you state in the following sentence that you have no obligation to
                                            update for changes in any facts.

Response to Comment No. 5:

The language referenced above
has been removed from the New York state income tax opinion. Please see the updated New York state income tax opinion filed as Exhibit 8.2
to the Amended Registration Statement.

Exhibit 99.6, page II-2

 6. Reference is made to “Stock
                                            Order From 2.” An investor is not obligated to read the prospectus. Therefore please
                                            remove the certification that the investor read any portion of the prospectus including the
                                            summary of risk factors.

Response to Comment No. 6:

The language referenced above
has been removed from the stock order form. Please see the updated stock order form filed as Exhibit 99.6 to the Amended Registration
Statement.

*         *         *

Mr. Todd K. Schiffman

U.S. Securities and Exchange Commission

August 4, 2023

Page 5

If you have any questions or further comments
on the Amended Registration Statement, please contact the undersigned at 202.508.5818.

    Very truly yours,

    KILPATRICK TOWNSEND & STOCKTON LLP

    /s/ Stephen F. Donahoe

    Stephen F. Donahoe

Enclosures

 cc: James
                                            Lopez, U.S. Securities and Exchange Commission

Robert Klein, U.S. Securities
and Exchange Commission

Sarmad Makhdoom, U.S. Securities
and Exchange Commission

Charles C. Van Vleet, Jr.,
Gouverneur Bancorp, Inc.

Gary R. Bronstein, Kilpatrick
Townsend & Stockton LLP

EXHIBIT A

The following provides an
analysis, with commentary, of the statement of cash flows for the year ended September 30, 2022, as presented within the audited
financial statements, and also as recast with the reclassifications that would result from accurately reclassifying the reconciling items
identified.

    As Stated

    As Recast

    Year
                                            Ended

                                            September 30

 2022

    Reclassification
    Year
                                            Ended

                                            September 30

 2022

    Commentary

    Cash Flows from Operating Activities:

    Net income
    $ 1,527

    $ 1,527

    Adjustments to
    reconcile net income (loss) to net cash provided by operating activities:

    Provision for loan loss
      61

      61

    Net amortization of deferred fees on
    loans
      106

      106

    Net accretion
    (amortization) of securities premiums and discounts
      (25 )

      (25 )

    Depreciation
      138

      138

    Deferred income tax
      385

      385

    Net realized gains on securities available
    for sale
      -

      -

    Net realized
    losses on disposal of premises and equipment
      1

      1

    Life insurance proceeds
      -

      -

    Gain on life insurance death benefit
      -

      -

    Loss on subsequent write-downs of REOs
      25

      25

    Net realized gains on sale of foreclosed
    assets
      (17 )

      (17 )

    Earnings on investment in life insurance
      (137 )

      (137 )

    Compensation expense of stock options,
    ESOP and MRP
      -

      -

    (Increase)
    decrease in accrued interest receivable and other assets
      (2,300 )
      1,135
      (1,165 )
    Although the increase in this line decreases;
    it does not change it to a provided by position.

    Increase
    (decrease) in accrued interest payable and other liabilities
      (2,273 )
      (495 )
      (2,768 )
    The increase in
    this line item results in a more significant decrease than originally disclosed.

    Net Cash (Used in) Provided by Operating
    Activities
      (2,509 )
      640
      (1,869 )
    Although cash used
    in operating activities decreases; it does not change it from cash used in position to a cash provided by position.

    As Stated

    As Recast

    Year
                                            Ended September 30

 2022

    Reclassification
    Year
                                            Ended September 30

 2022

    Commentary

    Cash
    Flows from Investing Activities:

    Securities
    available for sale:

    Proceeds
    from sales of securities Available for Sale (AFS)
    $ -

    $ -

    Proceeds
    from maturities and principal reductions of securities AFS
      2,119

      2,119

    Purchases
    of securities Available for Sale
      (1,932 )

      (1,932 )

    Securities
    held to maturity - proceeds from maturities
      1

      1

    Bank
    acquisition, net of cash acquired
      1,914
      (878 )
      1,036
    Although cash provided as a result
    of the acquisition decreases; it does not change it to a use position.  Also, as previously noted, most financial statement
    users will use the footnote disclosure as their primary source of information for this information versus the statement of cash flows.

    Purchases
    of FHLB stock
      (1 )

      (1 )

    Net
    (increase) decrease in loans receivable and loans held for sale
      (2,129 )
      238
      (1,891 )
    Although cash used to originate loans
    decreases; it does not change it from a use to provided by position.

    Additions
    to premises and equipment
      (188 )

      (188 )

    Purchase
    of life insurance policy
      -

      -

    Proceeds
    from the sale of foreclosed assets
      168

      168

    Net
    Cash Provided by (Used in) Investing Activities
      (48 )
      (640 )
      (688 )
    Although cash
    used in investing activities increases; it does not change it from cash used in position to a cash provided by position.

    Cash
    Flows from Financing Activities:

    Net
    increase in deposits
      6,010

      6,010

    Proceeds
    from borrowings
      8,500

      8,500

    Repayments
    of borrowings
      (8,500 )

      (8,500 )

    Exercise
    of stock options
      -

      -

    Advance
    Payments by Borrowers for Property Taxes and Insurance, Net
      (42 )

      (42 )

    Cash
    dividends paid
      (116 )

      (116 )

    Net
    Cash Provided by Financing Activities
      5,852

      5,852
    No impact.

    As Stated

    As Recast

    Year
                                            Ended September 30

 2022

    Reclassification
    Year
                                            Ended September 30

 2022

    Commentary

    Net Increase in Cash and Cash Equivalents
    $ 3,295
      —
    $ 3,295
    No impact.

    Cash and Cash Equivalents - Beginning
    of Year
      11,049
      —
      11,049
    No impact.

    Cash and Cash Equivalents - End
    of Year
    $ 14,344
      —
    $ 14,344
    No impact.