United States securities and exchange commission logo

                              June 24, 2021

       Michael J. Gilfeather
       President and Chief Executive Officer
       Orange County Bancorp, Inc.
       212 Dolson Avenue
       Middletown, NY 10940

                                                        Re: Orange County
Bancorp, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 28,
                                                            CIK No. 0001754226

       Dear Mr. Gilfeather:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-1


   1.                                                   Please supplementally
provide us with copies of all written communications, as defined in
                                                        Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your behalf,
                                                        present to potential
investors in reliance on Section 5(d) of the Securities Act, whether or
                                                        not they retain copies
of the communications. Please contact the staff member associated
                                                        with the review of this
submission to discuss how to submit the materials, if any, to us for
                                                        our review.
 Michael J. Gilfeather
Orange County Bancorp, Inc.
June 24, 2021
Page 2
Premier commercial bank in the Lower Hudson Valley region, page 8

2.       Please revise this section to better place these discussions in
context by including
         disclosures regarding the market share held by non-community banks in
your market area.
Risk Factors
The reduced disclosures and relief from certain other significant disclosure
requirements..., page

3.       Since you are also a smaller reporting company, please add a separate
risk factor
         disclosing that even if you no longer qualify as an emerging growth
company, you may
         still be subject to reduced reporting requirements so long as you are
a smaller reporting
Use of Proceeds, page 39

4.       Please indicate whether you intend to use any of the proceeds in order
to repay the
         borrowings described on page 65. If so, please refer to the
Instructions to Item 504 of
         Regulation S-K in order to provide the required disclosures.
Principal and Selling Stockholders, page 124

5.       Please disclose the natural person(s) who directly or indirectly
exercise sole or shared
         voting or investment control over the shares held by Banc Fund IX LP
and Banc Fund
         VIII LP. Refer to Item 403 of Regulation S-K and Exchange Act Rule
        You may contact William Schroeder at (202) 551-3294 or Michael Volley
at (202) 551-
3437 if you have questions regarding comments on the financial statements and
related matters.
Please contact Eric Envall at (202) 551-3234 or David Lin at (202) 551-3552
with any other

FirstName LastNameMichael J. Gilfeather                        Sincerely,
Comapany NameOrange County Bancorp, Inc.
                                                               Division of
Corporation Finance
June 24, 2021 Page 2                                           Office of
FirstName LastName