GOUVERNEUR BANCORP INC
8-K, 2000-01-10
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       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 6, 2000



                            GOUVERNEUR BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)


       UNITED STATES                   001-14910              04-3429966
(State or Other Jurisdiction          (Commission           (IRS Employer
     of Incorporation)                File Number)        Identification No.)


                  42 Church Street, Gouverneur, New York 13642
                    (Address of Principal Executive Offices)



Registrant's telephone number, including area code: (315) 287-2600

<PAGE>


                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         Effective January 6, 2000, the Executive Committee of the Board of
Directors of Gouverneur Bancorp, Inc. (the "Registrant") approved Fust Charles
Chambers LLP of Syracuse, New York to replace KPMG LLP as the independent public
accountants to audit the financial statements of the Registrant and its
subsidiary, Gouverneur Savings and Loan Association. The change in accountants
was recommended by the Company's Audit Committee.

         The Registrant and its subsidiary believe, and have been advised by
KPMG LLP that it concurs with such belief, that, for the years ended September
30, 1999 and September 30, 1998 (regarding the subsidiary only, as the
Registrant was formed in March 1999), the Company and its subsidiary and KPMG
LLP did not have any disagreement on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which
disagreement, if not resolved to the satisfaction of KPMG LLP would have caused
it to make reference in connection with its report on the financial statements
of the Registrant and its subsidiary to the subject matter of the disagreement.

         The report of KPMG LLP on the financial statements of the Registrant
and its subsidiary for the years ended September 30, 1999 and September 30, 1998
did not contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
During that period, there were no "reportable events" within the meaning of Item
304 (a)(1)(v) of Regulation S-K promulgated under the Securities Act of 1933.

         The Registrant has requested that KPMG LLP furnish a letter addressed
to the Securities and Exchange Commission stating whether KPMG LLP agrees with
the above statements. A copy of that letter is attached as Exhibit 16 to this
Form 8-K.

ITEM 7.  EXHIBITS

         16.  Letter of KPMG LLP.


                                    SIGNATURE

         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.

                            GOUVERNEUR BANCORP, INC.


Date: January 7, 2000       By:  /s/ RICHARD F. BENNETT
                                 -----------------------------------------
                                     Richard F. Bennett
                                     President and Chief Executive Officer

<PAGE>


                                 EXHIBIT INDEX


Exhibit
Number           Description
- -------          -----------

  16             Letter of KPMG LLP dated January 7, 2000.



                                                                      Exhibit 16


                            [LETTERHEAD OF KPMG LLP]


January 7, 2000


Securities and Exchange Commission
Washington, D.C.  20549


Ladies and Gentlemen:


We were previously principal accountants for Gouverneur Bancorp, Inc. and, under
the date of November 12, 1999, we reported on the consolidated financial
statements of Gouverneur Bancorp, Inc. and subsidiary as of September 30, 1999
and 1998 and for each of the years in the three-year period ended September 30,
1999. On January 6, 2000 our appointment as principal accountants was
terminated. We have read Gouverneur Bancorp, Inc.'s statements included under
Item 4 of its Form 8-K dated January 6, 2000, and we agree with such statements.

Very truly yours,

/s/ KPMG LLP



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