SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
(Mark One)               SECURITIES EXCHANGE ACT OF 1934

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the fiscal year ended December 31, 2000

                                       OR
[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from _____________________ to ________________

Commission file number     0-14289
                           -------

                         GREENE COUNTY BANCSHARES, INC.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

                    Tennessee                               62-1222567
 ----------------------------------------------  -------------------------------
 (State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

 100 North Main Street, Greeneville, Tennessee                 37743-4992
 ----------------------------------------------         ----------------------
 (Address of principal executive offices)                     (Zip Code)

       Registrant's telephone number, including area code: (423) 639-5111.

        Securities registered pursuant to Section 12(b) of the Act: None.

                    Securities registered pursuant to Section
                               12(g) of the Act:

                    Common Stock, par value $10.00 per share
                    ----------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES X NO____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  registrant's  voting  stock is not  regularly  and  actively  traded in any
established  market,  and there are no regularly quoted bid and asked prices for
the  registrant's  common  stock.  Based upon recent  negotiated  trading of the
common  stock at a price of $150 per share,  the  registrant  believes  that the
aggregate market value of the voting stock on March 30, 2001 was $204.6 million.
For purposes of this  calculation,  it is assumed that  directors,  officers and
beneficial owners of more than 5% of the registrant's  outstanding  voting stock
are not  affiliates.  On such date,  1,363,778  shares of the common  stock were
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

The following lists the documents  incorporated by reference and the Part of the
Form 10-K into which the document is incorporated:

     1.   Portions  of the Annual  Report to  Shareholders  for the fiscal  year
          ended  December  31,  2000.  (Parts  I and II)
     2.   Portions of Proxy  Statement for 2001 Annual Meeting of  Shareholders.
          (Part III)

<PAGE>
                                     PART I

FORWARD-LOOKING STATEMENTS

     THIS  ANNUAL  REPORT ON FORM 10-K,  INCLUDING  ALL  DOCUMENTS  INCORPORATED
HEREIN BY REFERENCE, CONTAINS FORWARD-LOOKING STATEMENTS.  ADDITIONAL WRITTEN OR
ORAL FORWARD-LOOKING  STATEMENTS MAY BE MADE BY THE COMPANY FROM TIME TO TIME IN
FILINGS WITH THE  SECURITIES  AND EXCHANGE  COMMISSION OR  OTHERWISE.  THE WORDS
"BELIEVE,"  "EXPECT,"  "SEEK," AND  "INTEND"  AND SIMILAR  EXPRESSIONS  IDENTIFY
FORWARD-LOOKING  STATEMENTS,  WHICH SPEAK ONLY AS OF THE DATE THE  STATEMENT  IS
MADE.  SUCH  FORWARD-LOOKING  STATEMENTS  ARE WITHIN THE MEANING OF THAT TERM IN
SECTION 27A OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND SECTION 21E OF THE
SECURITIES  EXCHANGE ACT OF 1934, AS AMENDED.  SUCH STATEMENTS MAY INCLUDE,  BUT
ARE NOT LIMITED TO, PROJECTIONS OF INCOME OR LOSS,  EXPENDITURES,  ACQUISITIONS,
PLANS FOR FUTURE  OPERATIONS,  FINANCING  NEEDS OR PLANS RELATING TO SERVICES OF
THE COMPANY, AS WELL AS ASSUMPTIONS  RELATING TO THE FOREGOING.  FORWARD-LOOKING
STATEMENTS  ARE  INHERENTLY  SUBJECT TO RISKS AND  UNCERTAINTIES,  SOME OF WHICH
CANNOT BE PREDICTED OR QUANTIFIED. FUTURE EVENTS AND ACTUAL RESULTS COULD DIFFER
MATERIALLY  FROM  THOSE  SET  FORTH  IN,   CONTEMPLATED  BY  OR  UNDERLYING  THE
FORWARD-LOOKING STATEMENTS.

ITEM 1.  BUSINESS

     ALL DOLLAR  AMOUNTS  SET FORTH  BELOW,  OTHER THAN  PER-SHARE  AMOUNTS  AND
PERCENTAGES, ARE IN THOUSANDS, UNLESS OTHERWISE NOTED.

THE COMPANY

     Greene  County  Bancshares,  Inc.  (the  "Company")  was formed in 1985 and
serves as the bank holding company for Greene County Bank (the "Bank"), which is
a  Tennessee-chartered  commercial bank that conducts the principal  business of
the Company. The Bank wholly owned American Fidelity Bank, whose operations were
combined into the Bank during 1996,  and Premier Bank of East  Tennessee,  whose
operations  were combined  into the Bank in 1998. In addition to its  commercial
banking  operations,   the  Bank  conducts  separate  businesses  through  three
wholly-owned   subsidiaries:   Superior  Financial  Services,   Inc.  ("Superior
Financial"),  a consumer  finance  company;  GCB  Acceptance  Corporation  ("GCB
Acceptance"),  a consumer  finance company  specializing in subprime  automobile
lending;  and Fairway Title Co., a title company. The Bank also operates a trust
and money management  function,  doing business as President's  Trust, in Wilson
County, Tennessee and also operates a mortgage banking function headquartered in
Knoxville, Tennessee.

     The  Company's  assets  consist  primarily of its  investment  in the Bank,
liquid  investments  and fixed  assets.  Its primary  activities  are  conducted
through the Bank. At December 31, 2000, the Company's  consolidated total assets
were $789,117,  its consolidated net loans,  including loans held for sale, were
$657,065,  its total deposits were $648,641 and its total  stockholders'  equity
was $63,010.

     The  principal  executive  offices of the  Company are located at 100 North
Main Street, Greeneville, Tennessee 37743-4992 and its telephone number is (423)
639-5111.

THE BANK

     The Bank is a  Tennessee-chartered  commercial bank established in 1890 and
which  has its  principal  executive  offices  in  Greeneville,  Tennessee.  The
principal business of the Bank consists of attracting  deposits from the general
public and investing those funds,  together with funds generated from operations
and from  principal  and interest  payments on loans,  primarily in  commercial,
commercial and residential  real estate loans,  and installment  consumer loans.
The Bank also provides collection and other banking services, including separate
finance,  acceptance and title corporations.  At December 31, 2000, the Bank had
twenty-five  full service banking  offices located in East Tennessee,  including
Greene County,  Washington County, Blount County, Hamblen County, McMinn County,
Loudon County,  Hawkins County,  Sullivan County,  Cocke County, Knox County and
Monroe County.  Further, the Bank operates a trust and money management function
located in Wilson County, Tennessee and doing business as President's Trust, and
also operates a mortgage loan operation in Knox County, Tennessee.

<PAGE>
     The Bank  also  conducts  separate  business  through  three  wholly  owned
subsidiaries.  Through  Superior  Financial  Services,  Inc.,  the Bank operates
fourteen  consumer finance company offices located in Greene,  Blount,  Hamblen,
McMinn,  Washington,  Sullivan,  Sevier,  Knox,  Hamilton  and Loudon  Counties,
Tennessee.  The Bank also operates a mortgage banking operation through its main
office  in Knox  County,  Tennessee  and it  also  has  representatives  located
throughout the Company's branch system. Through GCB Acceptance Corporation,  the
Bank  operates a  subprime  automobile  lending  company  with a sole  office in
Johnson City,  Tennessee.  Through  Fairway Title Co., the Bank operates a title
company  headquartered  in  Knoxville,  Tennessee and an office in Johnson City,
Tennessee.

     Deposits of the Bank are insured by the Bank  Insurance Fund ("BIF") of the
Federal Deposit Insurance Corporation ("FDIC") to a maximum of $100,000 for each
insured  depositor.  The Bank is subject to  supervision  and  regulation by the
Tennessee  Department of Financial  Institutions (the "Banking  Department") and
the FDIC. See "Regulation, Supervision and Governmental Policy."

BRANCH PURCHASES AND SALE

     On March 8, 2001,  the Bank acquired a bank branch  located in Hot Springs,
North  Carolina  (the  "North   Carolina   Branch")  from  Wachovia  Bank,  N.A.
("Wachovia")  and sold its bank  branch  located  in  Farragut,  Tennessee  (the
"Farragut  Branch") to Wachovia.  The purchase of the North Carolina  Branch and
the sale of the  Farragut  Branch were  pursuant to two  separate  Purchase  and
Assumption Agreements between the Bank and Wachovia as entered into on September
20, 2000.

BRANCH EXPANSION

     During the early part of 2000,  the Company  continued the expansion of its
branch network,  opening new branches in Hawkins,  Loudon and Sullivan Counties,
Tennessee.  Further,  the Company opened an additional  branch in Blount County,
Tennessee in the fall of 2000.

LENDING ACTIVITIES

     General.  The loan  portfolio of the Company is  comprised  of  commercial,
commercial and  residential  real estate and installment  consumer  loans.  Such
loans are originated  within the Company's market area of East Tennessee and are
generally  secured by  residential  or  commercial  real  estate or  business or
personal  property  located  in the  counties  of Greene,  Washington,  Hamblen,
Sullivan,  Hawkins,  Blount,  Knox, McMinn,  Loudon,  Monroe and Cocke Counties,
Tennessee.

     Loan  Composition.  The following  table sets forth the  composition of the
Company's loans for the periods indicated.
<TABLE>
<CAPTION>
                                                2000             1999         1998            1997            1996
                                                ----             ----         ----            ----            ----
<S>                                        <C>             <C>            <C>            <C>            <C>
Commercial..........................       $   87,680      $    68,793    $   57,860     $   51,661     $    52,499
Commercial real estate..............          288,254          242,574       185,063        182,837         157,855
Residential real estate.............          204,202          170,299       135,515        134,016         108,802
Loans held for sale.................            1,725            1,210         5,043          7,284              --
Consumer............................           88,687           71,169        76,077         68,644          51,297
Other...............................           12,493           16,774        27,349         12,035          21,852
                                           ----------      -----------    ----------     ----------     -----------
   Total............................          683,041          570,819       486,907        456,477         392,305

Less:
Unearned Income.....................          (14,248)        (13,590)       (9,993)        (5,933)         (3,703)
Allowance for loan losses...........          (11,728)        (10,332)      (10,253)        (9,154)         (7,330)
                                             ---------     ----------     ----------     ----------     ----------
   Net loans........................         $657,065      $  546,897     $ 466,661      $ 441,390      $  381,272
                                             ==========    ===========    ==========     ==========     ==========
</TABLE>

     Loan  Maturities.  The  following  table  reflects at December 31, 2000 the
dollar  amount of loans  maturing or subject to rate  adjustment  based on their
contractual  terms to maturity.  Loans with fixed rates are reflected based

                                       2
<PAGE>

upon the contractual repayment schedule while loans with variable interest rates
are  reflected  based  upon  the  contractual   repayment  schedule  up  to  the
contractual rate adjustment date. Demand loans,  loans having no stated schedule
of  repayments  and loans  having no stated  maturity are reported as due within
three months.
<TABLE>
<CAPTION>
                                                Due in One      Due After One Year       Due After
                                               Year or Less     Through Five Years      Five Years         Total
                                               ------------     ------------------      ----------         -----
<S>                                             <C>                  <C>                <C>              <C>
Commercial.............................         $   59,307           $   26,418         $   1,955        $   87,680
Commercial real estate.................            134,951              146,058             7,245           288,254
Residential real estate................             85,185               98,114            20,903           204,202
Loans held-for-sale....................              1,725                   --                --             1,725
Consumer...............................             18,947               69,155               585            88,687
Other..................................              5,139                1,740             5,614            12,493
                                                ----------           ----------          --------         ---------
     Total.............................           $305,254             $341,485           $36,302          $683,041
                                                ==========           ==========          ========         =========
</TABLE>

     The  following  table sets forth the  dollar  amount of the loans  maturing
subsequent to the year ending December 31, 2001 between those with predetermined
interest rates and those with floating, or variable, interest rates.

                                          Fixed Rate    Variable Rate    Total
                                          ----------    -------------    -----
                                                      (In thousands)
Commercial                                $ 28,372       $ 13,602       $ 41,974
Commercial real estate                     150,301         39,746        190,047
Residential real estate                    109,892         62,337        172,229
Loans held-for-sale                          1,725             --          1,725
Consumer                                    69,740            305         70,045
Other                                        1,811             53          1,864
                                          --------       --------       --------
     Total                                $361,841       $116,043       $477,884
                                          ========       ========       ========

     Commercial  Real Estate Loans.  The Company  originates  commercial  loans,
generally to existing business customers,  secured by real estate located in the
Company's  market  area.  At December  31,  2000,  commercial  real estate loans
totaled $288,254,  or 43.87%, of the Company's net loan portfolio.  The terms of
such loans are  generally  for ten to twenty  years and are priced based in part
upon the prime rate,  as reported in The Wall Street  Journal.  Commercial  real
estate loans are generally  underwritten  by addressing  cash flow (debt service
coverage), primary and secondary source of repayment,  financial strength of any
guarantor,  strength  of the tenant (if any),  liquidity,  leverage,  management
experience,  ownership  structure,  economic  conditions  and industry  specific
trends and  collateral.  Generally,  the  Company  will loan up to 80-85% of the
value of improved property, 65% of the value of raw land and 75% of the value of
land to be acquired and  developed.  A first lien on the property and assignment
of lease is  required if the  collateral  is rental  property,  with second lien
positions considered on a case by case basis.

     Commercial  Loans.  Commercial  loans  are made for a variety  of  business
purposes,  including  working  capital,  inventory  and  equipment  and  capital
expansion.  At December 31, 2000,  commercial loans outstanding totaled $87,680,
or 13.34%,  of the Company's net loan portfolio.  The terms for commercial loans
are generally one to seven years. Commercial loan applications must be supported
by current  financial  information  on the borrower and, where  appropriate,  by
adequate collateral.  Commercial loans are generally  underwritten by addressing
cash flow (debt service  coverage),  primary and secondary sources of repayment,
financial strength of any guarantor, liquidity, leverage, management experience,
ownership  structure,  economic  conditions  and  industry-specific  trends  and
collateral. The loan to value ratio depends on the type of collateral. Generally
speaking,  accounts  receivable are financed at 70% of accounts  receivable less
than 90 days past due. If other  collateral  is taken to support  the loan,  the
loan to value of accounts  receivable may approach 85%. Inventory financing will
range between 50% and 60% depending on the borrower and nature of inventory. The
Company requires a first lien position for such loans.  These types of loans are
generally  considered to be a higher credit risk than other loans  originated by
the Company.

                                       3
<PAGE>

     Residential Real Estate.  The Company also originates  one-to-four  family,
owner-occupied  residential  mortgage  loans secured by property  located in the
Company's  primary  market  area.  The  majority  of the  Company's  residential
mortgage  loans  consists  of loans  secured  by  owner-occupied,  single-family
residences.  At December 31, 2000, the Company had $204,202,  or 31.08%,  of its
net  loan  portfolio  in  residential   real  estate  loans.  The  Company  also
originates,  to a limited extent,  installment real estate loans for other types
of real estate acquisitions. Residential real estate loans generally have a loan
to value ratio of 85%. These loans are  underwritten by giving  consideration to
the ability to pay, stability of employment or source of income,  credit history
and loan to value ratio.

     Mortgage loans  originated by the Bank are not  underwritten  in conformity
with  secondary  market  guidelines  and  therefore  are  not  readily  salable.
Beginning in April 1997, the Company began selling  one-to-four  family mortgage
loans in the secondary market to Freddie Mac through the Bank's mortgage banking
operation.  Sales of such loans  totaled  $31,220  during 2000,  and the related
mortgage servicing rights were sold together with the loan.

     Installment Consumer Loans. At December 31, 2000, the Company's installment
consumer loan portfolio  totaled $88,687,  or 13.50%, of the Company's total net
loan  portfolio.  The Company's  consumer loan portfolio is comprised of secured
and  unsecured  loans  originated  by  the  Bank,  Superior  Financial  and  GBC
Acceptance.  The  consumer  loans of the Bank  generally  have a higher  risk of
default  than  other  loans  originated  by the Bank.  Further,  consumer  loans
originated by Superior  Financial and GBC Acceptance,  finance  companies rather
than a bank, generally have a greater risk of default than such loans originated
by  commercial  banks  and  accordingly   carry  a  higher  interest  rate.  The
performance of consumer loans will be affected by the local and regional economy
as well as the  rates of  personal  bankruptcies,  job loss,  divorce  and other
individual-specific characteristics.

     Past Due,  Special Mention,  Classified and Non-Accrual  Loans. The Company
classifies  its problem  loans into three  categories:  past due loans,  special
mention loans and classified loans (both accruing and non-accruing interest).

     When management determines that a loan no longer satisfies the criteria for
performing loans and that collection of interest appears  doubtful,  the loan is
placed on non-accrual status. All loans that are 90 days past due are considered
non-accrual,  unless  they  are  adequately  secured  and  there  is  reasonable
assurance of full  collection  of principal  and  interest.  Management  closely
monitors all loans that are  contractually 90 days past due, treated as "special
mention" or otherwise  classified or on non-accrual  status.  Non-accrual  loans
that are 120 days past due  without  assurance  of  repayment  are  charged  off
against the allowance for loan losses.

     The following  table sets forth  information  with respect to the Company's
non-performing  assets at the dates  indicated.  At these dates, the Company did
not have any  restructured  loans  within the meaning of  Statement of Financial
Accounting Standards No. 15.
<TABLE>
<CAPTION>
                                                                          At December 31,
                                              ------------------------------------------------------------------------
                                                   2000          1999          1998            1997           1996
                                                   ----          ----          ----            ----           ----
                                                                          (In thousands)
<S>                                               <C>           <C>            <C>            <C>           <C>
Loans accounted for on a non-accrual
   basis................................          $4,813        $2,952         $4,159         $2,265        $   616
Accruing loans which are contractually
   past due 90 days or more as to interest
   or principal payments................             475           996            872          1,583          1,486
                                                 -------          ----         ------          -----          -----
Total non-performing loans..............           5,288         3,948          5,031          3,848          2,102
Real estate owned:
   Foreclosures.........................           1,937         1,546            920            411             --
   Other real estate held and
     repossessed assets.................             350           826            607             97            223
                                                     ---          ----         ------        -------         ------
   Total non-performing assets..........         $ 7,575        $6,320         $6,558         $4,356         $2,325
                                                 =======        ======         ======         ======         ======
</TABLE>

     Non-accrual loans increased $1,861, or 63.04%,  from $2,952 at December 31,
1999 to $4,813 at December 31, 2000.

                                       4
<PAGE>

     The  Company's   continuing   efforts  to  resolve   non-performing   loans
occasionally  include  foreclosures,  which result in the Company's ownership of
the real estate  underlying the mortgage.  If non-accrual  loans at December 31,
2000 had been current according to their original terms and had been outstanding
throughout 2000, or since  origination if originated  during the year,  interest
income on these  loans would have been  approximately  $324.  Interest  actually
recognized on these loans during 2000 was not significant.

     Foreclosed real estate increased $391, or 25.29%, to $1,937 at December 31,
2000  from  $1,546  at  December  31,  1999.  The  real  estate  consists  of 14
properties,  of which four are commercial  properties valued at $688. Management
expects  to  liquidate  these  properties  during  2001 at a minimal  loss.  The
remaining  properties are  residential  properties and management  believes they
will be liquidated in an orderly manner with minimal  losses.  Other real estate
held and repossessed  assets decreased $476, or 57.62%,  to $350 at December 31,
2000 from $826 at December 31, 1999.  This  decrease is primarily due to orderly
liquidations of repossessed vehicles at Superior Financial.

     At December 31, 2000,  the Company had  approximately  $4,090 in loans that
are not  currently  classified as  non-accrual  or 90 days past due or otherwise
restructured  and where known  information  about  possible  credit  problems of
borrowers  caused  management to have serious  concerns as to the ability of the
borrowers  to  comply  with  present  loan  repayment  terms.  Such  loans  were
considered  classified  by the  Company and  comprised  various  commercial  and
commercial  real estate loans,  including one commercial loan for $1,363 secured
by a blanket  lien on the land,  plant and  equipment of the business as well as
significant  additional  collateral.   Management  believes  the  value  of  the
collateral is presently  sufficient  to cover the full amount of the loan,  plus
accrued interest.  This loan was considered  classified based upon cash flows of
the business deemed insufficient to cover debt service. In addition,  such loans
included  approximately $1,330 in loan balances,  consisting of approximately 75
loans, which were in bankruptcy status.

     Allowance for Loan Losses. The allowance for loan losses is maintained at a
level which  management  believes is adequate to absorb all potential  losses on
loans  then  present  in the loan  portfolio.  The  amount of the  allowance  is
affected by: (1) loan charge-offs,  which decrease the allowance; (2) recoveries
on loans  previously  charged-off,  which  increase the  allowance;  and (3) the
provision  of  possible  loan  losses  charged to income,  which  increases  the
allowance.  In  determining  the  provision  for  possible  loan  losses,  it is
necessary for management to monitor fluctuations in the allowance resulting from
actual  charge-offs  and  recoveries,  and to  periodically  review the size and
composition of the loan portfolio in light of current and  anticipated  economic
conditions in an effort to evaluate portfolio risks. If actual losses exceed the
amount of the  allowance  for loan  losses,  earnings  of the  Company  could be
adversely  affected.  The  amount  of the  provision  is based  on  management's
judgment of those risks and therefore the allowance  represents general,  rather
than specific,  reserves. During the year ended December 31, 2000, the Company's
provision for loan losses  increased by $4,876 to $8,009 to reflect the increase
in potential losses arising from the loan portfolio.

                                       5
<PAGE>

     The following is a summary of activity in the allowance for loan losses for
the periods indicated:
<TABLE>
<CAPTION>

                                                                                 Year Ended December 31,
                                                        ---------------------------------------------------------------------------
                                                          2000            1999            1998             1997             1996
                                                          ----            ----            ----             ----             ----
                                                                                     (In thousands)
<S>                                                     <C>             <C>             <C>             <C>                <C>
Balance at beginning of year ....................       $ 10,332        $ 10,253        $  9,154        $  7,330           $  4,654
                                                        --------        --------        --------        --------           --------
Charge-offs:
   Commercial ...................................           (429)           (298)           (440)           (563)(a)           (162)
   Commercial real estate .......................           (537)           (302)            (87)           (129)               (32)
                                                        --------        --------        --------        --------           --------
          Subtotal ..............................           (966)           (600)           (527)           (692)              (194)

   Residential real estate ......................           (800)           (407)             --              --                (97)
   Consumer .....................................         (6,022)         (3,010)         (2,707)         (4,450)              (992)
   Other ........................................             --              --              --              --               (342)
                                                        --------        --------        --------        --------           --------
      Total charge-offs .........................         (7,788)         (4,017)         (3,234)         (5,142)            (1,625)
                                                        --------        --------        --------        --------           --------

Recoveries:
   Commercial ...................................             43             295             216              56                 62
   Commercial real estate .......................            137              --              24               4                 --
                                                        --------        --------        --------        --------           --------
          Subtotal ..............................            180             295             240              60                 62

   Residential real estate ......................             69              93              --              --                 10
   Consumer .....................................            926             575             673             951                745
   Other ........................................             --              --               3               2                 71
                                                        --------        --------        --------        --------           --------
      Total recoveries ..........................          1,175             963             916           1,013                888
                                                        --------        --------        --------        --------           --------
Net charge-offs .................................         (6,613)         (3,054)         (2,318)         (4,129)              (737)

Provision for loan losses .......................          8,009           3,133           3,417           5,953(a)           2,973
Balances acquired in acquisition of
    Premier Bank ................................             --              --              --              --                440
                                                        --------        --------        --------        --------           --------
Balance at end of year ..........................       $ 11,728        $ 10,332        $ 10,253        $  9,154           $  7,330
                                                        ========        ========        ========        ========           ========

Ratio of net charge-offs to average
     loans outstanding, net of
     unearned discount, during
     the period................................            1.09%            0.60%           0.52%          0.96%              0.21%
                                                      ==========     ============       =========      =========          =========
Ratio of allowance for loan losses to
     non-performing loans......................          221.79%          261.70%         203.80%        237.89%            348.72%
                                                      ==========     ============       =========      ==========         =========
Ratio of allowance for loan losses to
     total loans...............................            1.72%            1.81%           2.11%           2.01%             1.87%
                                                      ==========     ============       =========      ==========         =========
</TABLE>
----------------------
(a)  Includes a $500 charge-off against the Company's $1,100  participation in a
     $3,500  commercial  loan to a  nonprofit  entity  for a  hotel  development
     project,  secured by a hotel building and underlying commercial real estate
     in  Greeneville,  Tennessee.  In  1998,  the loan was paid off and the Bank
     received $788 in net loan proceeds.


                                       6
<PAGE>

     The following table presents an allocation  among the listed  categories of
the  Company's  allowance  for  loan  losses  at the  dates  indicated  and  the
percentage  of  loans  in each  category  to the  total  amount  of loans at the
respective year-ends:
<TABLE>
<CAPTION>
                                                                                  At December 31,
                                    ---------------------------------------------------------------------------------------------
Breakdown of allowance for                     2000                           1999                           1998
                                               ----                           ----                           ----
   loan losses by category:                                           (Dollars in thousands)

                                                    Percent of loan               Percent of loan                 Percent of loan
                                                        in each                        in each                         in each
   Balance at end of period                           category to                    category to                     category to
     applicable to:                   Amount          total loans     Amount         total loans      Amount        total loans
                                      ------          -----------     ------         -----------      ------        -----------
<S>                                  <C>                 <C>         <C>                 <C>         <C>                 <C>
Commercial ......................... $ 1,602             12.84%      $ 2,168             12.05%      $ 1,429             11.88%
Commercial real estate .............   6,901             42.20%        3,234             42.50%        3,640             38.01%
Residential real estate ............     947             29.90%        3,299             29.83%        2,773             27.83%
Loans held-for-sale ................       4              0.25%           --              0.21%           --              1.04%
Consumer ...........................   2,042             12.98%        1,305             12.47%        2,082             15.62%
Other ..............................     232              1.83%          326              2.94%          329              5.62%
                                     -------         ---------       -------         ---------       -------         ---------

   Totals .......................... $11,728            100.00%      $10,332            100.00%      $10,253            100.00%
                                     =======         =========       =======         =========       =======         =========
</TABLE>

INVESTMENT ACTIVITIES

     General.  The  Company  maintains  a portfolio  of  investments  to provide
liquidity and an additional source of income.

     Securities  by  Category.  The  following  table  sets  forth the amount of
securities by major  categories  held by the Company at December 31, 2000,  1999
and 1998.
<TABLE>
<CAPTION>
                                                                            At December 31,
                                                           ------------------------------------------------
                                                                2000              1999               1998
                                                                ----              ----               ----
                                                                              (In thousands)
<S>                                                           <C>                <C>                <C>
Securities Held to Maturity:
Obligations of state and political subdivisions .........     $ 1,866            $ 3,321            $ 3,620
                                                              -------            -------            -------

   Total ................................................     $ 1,866            $ 3,321            $ 3,620
                                                              =======            =======            =======

Securities Available for Sale:
U.S. Treasury securities and obligations of U.S. ........
   Government, corporations and agencies ................     $45,242            $19,191            $22,420
Obligations of state and political subdivisions .........       1,416              1,535              1,113
                                                              -------            -------            -------

   Total ................................................     $46,658            $20,726            $23,533
                                                              =======            =======            =======
</TABLE>

     For information  regarding the amortized cost of securities at December 31,
2000, 1999 and 1998, see Note 2 of Notes to Consolidated Financial Statements.

                                       7

<PAGE>

     Maturity  Distributions  of Securities.  The following table sets forth the
distributions  of maturities of securities at amortized  cost as of December 31,
2000.
<TABLE>
<CAPTION>
                                                                Due After One
                                                   Due in One    Year through   Due After Five Years       Due
                                                  Year or Less    Five Years     through Ten Years    After Ten Years      Total
                                                  ------------    ----------     -----------------    ---------------      -----
                                                                                    (Dollars in thousands)
<S>                                                <C>            <C>               <C>               <C>               <C>
U.S. treasury securities - available for sale ...  $ 1,004        $    --           $    --           $    --           $ 1,004
Federal agency obligations - available for
   sale .........................................    2,044         33,480             2,922             5,709            44,155
Obligations of state and political
   subdivisions - available for sale ............       --            524                --               892             1,416
Obligations of state and political
   subdivisions - held to maturity ..............      827            592                --               447             1,866
Other securities - available for sale ...........       --             --                --                --                --
                                                   -------        -------           -------           -------           -------

      Total .....................................  $ 3,875        $34,596           $ 2,922           $ 7,048           $48,441

Market value adjustment on available for
   sale securities ..............................  $   (10)       $    25           $    27           $    41           $    83
                                                   -------        -------           -------           -------           -------

      Total .....................................  $ 3,865        $34,621           $ 2,949           $ 7,089           $48,524
                                                   =======        =======           =======           =======           =======

Weighted average yield (a) ......................     6.31%          7.00%             7.30%             7.13%             6.98%
                                                   =======        =======           =======           =======           =======
</TABLE>
------------------------
(a)  Actual  yields on  tax-exempt  obligations  do not differ  materially  from
     yields computed on a tax equivalent basis.

     Expected   maturities  may  differ  from  contractual   maturities  because
borrowers may have the right to call or prepay  obligations with or without call
or prepayment  penalties.  For  information  regarding  the  amortized  cost and
approximate  market value of  securities  at December 31, 2000,  by  contractual
maturity, see Note 2 of Notes to Consolidated Financial Statements.

DEPOSITS

     Deposits  are the primary  source of funds for the Company.  Such  deposits
consist of checking  accounts,  regular savings  deposits,  NOW accounts,  Money
Market Accounts and market rate Certificates of Deposit.  Deposits are attracted
from individuals, partnerships and corporations in the Company's market area. In
addition,  the Company obtains  deposits from state and local entities and, to a
lesser extent, U.S. Government and other depository institutions.  The Company's
policy permits the acceptance of limited amounts of brokered deposits.

     The following  table sets forth the average  balances and average  interest
rates based on daily balances for deposits for the periods indicated.
<TABLE>
<CAPTION>
                                                                              Year Ended December 31,
                                                -------------------------------------------------------------------------------
                                                            2000                      1999                      1998
                                                            ----                      ----                      ----
                                                    Average      Average     Average       Average      Average       Average
                                                    Balance     Rate Paid    Balance      Rate Paid     Balance      Rate Paid
                                                    -------     ---------    -------      ---------     -------      ---------
                                                                              (Dollars in thousands)
Types of deposits (all in domestic offices)
Non-interest bearing demand
<S>                                              <C>                         <C>                        <C>
   deposits...............................       $     46,010       --%      $  42,278        --%       $  39,822          --%
Interest bearing demand deposits..........            148,428     2.67%        140,009      2.57%         107,647        2.45%
Savings deposits..........................             45,461     2.55%         47,049      2.18%          53,128        2.28%
Time deposits.............................            353,278     5.71%        273,392      5.00%         255,872        5.46%
                                                 ------------                  -------                    -------
     Total deposits.......................       $    593,177                 $502,728                   $456,469
                                                 ============                 ========                   ========
</TABLE>

                                       8
<PAGE>

     The following table  indicates the amount of the Company's  certificates of
deposit of $100,000 or more by time remaining  until maturity as of December 31,
2000.

                                                            Certificates of
                            Maturity Period                     Deposits
                            ---------------                     --------
                                                             (In thousands)
   Three months or less.........................                   $33,193
   Over three through six months................                    29,355
   Over six through twelve months...............                    43,822
   Over twelve months...........................                    24,080
                                                                    ------
      Total.....................................                  $130,450
                                                                  ========

COMPETITION

     To  compete   effectively,   the  Company  relies  substantially  on  local
commercial  activity;  personal  contacts  by  its  directors,  officers,  other
employees and  shareholders;  personalized  services;  and its reputation in the
communities it serves.

     According to data as of June 30, 2000 supplied by the FDIC, the Bank ranked
as the largest  independent  commercial bank in its market area,  which includes
Greene, Hamblen,  Hawkins,  Sullivan,  Washington,  Madison,  Loudon, Blount and
McMinn Counties and portions of Cocke, Monroe,  Jefferson and Knox Counties.  In
Greene County, there are six commercial banks and one savings bank, operating 22
branches and holding an aggregate of  approximately  $694 million in deposits as
of June 30, 2000.

     Under the federal Bank Holding  Company Act of 1956 (the  "Holding  Company
Act"), as amended by the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Riegle-Neal Act"), Tennessee banks and their holding companies
may be acquired by out-of-state banks or their holding companies,  and Tennessee
banks and their holding companies may acquire  out-of-state banks without regard
to whether the  transaction is prohibited by the laws of any state. In addition,
the federal banking agencies may approve interstate merger transactions  without
regard to whether  such  transactions  are  prohibited  by the law of any state,
unless  the home state of one of the banks  opts out of the  Riegle-Neal  Act by
adopting a law that  applies  equally to all  out-of-state  banks and  expressly
prohibits merger  transactions  involving  out-of-state banks. The effect of the
Riegle-Neal  Act may be to increase  competition  within the State of  Tennessee
among  banking  institutions  located in Tennessee  and from  banking  companies
located anywhere in the country.

EMPLOYEES

     As of December  31,  2000 the Company  employed  388  full-time  equivalent
employees.  None of the Company's employees are presently represented by a union
or covered under a collective  bargaining  agreement.  Management of the Company
considers relations with employees to be good.

REGULATION, SUPERVISION AND GOVERNMENTAL POLICY

     The following is a brief summary of certain statutes, rules and regulations
affecting the Company and the Bank. A number of other  statutes and  regulations
have an impact on their operations. The following summary of applicable statutes
and regulations does not purport to be complete and is qualified in its entirety
by reference to such statutes and regulations.

     Bank  Holding  Company  Regulation.  The  Company is  registered  as a bank
holding  company  under  the  Holding  Company  Act  and,  as such,  subject  to
supervision, regulation and examination by the Board of Governors of the Federal
Reserve Board (the "FRB").

     Acquisitions  and  Mergers.  Under the Holding  Company Act, a bank holding
company must obtain the prior approval of the FRB before (1) acquiring direct or
indirect  ownership or control of any voting  shares of any bank or bank holding
company if, after such  acquisition,  the bank holding company would directly or
indirectly  own

                                       9
<PAGE>

or control more than 5% of such shares;  (2) acquiring all or substantially  all
of the  assets of  another  bank or bank  holding  company;  or (3)  merging  or
consolidating  with another bank holding company.  Also, any company must obtain
approval of the FRB prior to acquiring  control of the Company or the Bank.  For
purposes of the Holding  Company Act,  "control" is defined as ownership of more
than 25% of any class of  voting  securities  of the  Company  or the Bank,  the
ability to control the election of a majority of the directors,  or the exercise
of a  controlling  influence  over  management or policies of the Company or the
Bank.

     The Holding  Company  Act,  as amended by the  Riegle-Neal  Act,  generally
permits  the  FRB to  approve  interstate  bank  acquisitions  by  bank  holding
companies without regard to any prohibitions of state law. See "Competition."

     The  Change in Bank  Control  Act and the  related  regulations  of the FRB
require any person or persons acting in concert  (except for companies  required
to make  application  under the Holding  Company Act), to file a written  notice
with the FRB before such person or persons may acquire control of the Company or
the Bank.  The  Change in Bank  Control  Act  defines  "control"  as the  power,
directly  or  indirectly,  to vote 25% or more of any  voting  securities  or to
direct the management or policies of a bank holding company or an insured bank.

     Bank  holding  companies  like the Company are  currently  prohibited  from
engaging in activities  other than banking and activities so closely  related to
banking or managing or controlling banks as to be a proper incident thereto. The
FRB's regulations contain a list of permissible  nonbanking  activities that are
closely  related to banking or managing or  controlling  banks.  A bank  holding
company must file an  application  or notice with the Federal  Reserve  prior to
acquiring  more  than 5% of the  voting  shares  of a  company  engaged  in such
activities.  Financial  modernization  legislation enacted on November 12, 1999,
however,  will  greatly  broaden the scope of  activities  permissible  for bank
holding  companies.  Effective  March 11, 2000,  this  legislation  permits bank
holding companies, upon classification as financial holding companies, to engage
in a broad  variety  of  activities  "financial"  in  nature.  See  "--Financial
Modernization Legislation."

     Capital  Requirements.  The Company is also subject to FRB guidelines  that
require bank holding  companies to maintain  specified minimum ratios of capital
to  total  assets  and  capital  to  risk-weighted   assets.   See  "--  Capital
Requirements."

     Dividends.  The FRB has the power to  prohibit  dividends  by bank  holding
companies if their actions constitute unsafe or unsound  practices.  The FRB has
issued a policy statement expressing its view that a bank holding company should
pay cash dividends only to the extent that the company's net income for the past
year is  sufficient  to  cover  both the cash  dividends  and a rate of  earning
retention that is consistent  with the company's  capital needs,  asset quality,
and  overall  financial  condition.  The Company  does not  believe  this policy
statement  will limit the  Company's  activity to maintain its dividend  payment
rate.

     Support of Banking Subsidiaries.  Under FRB policy, the Company is expected
to act as a source of financial strength to its banking  subsidiaries and, where
required, to commit resources to support each of such subsidiaries.  Further, if
the Bank's capital levels were to fall below minimum regulatory guidelines,  the
Bank would need to develop a capital plan to increase its capital levels and the
Company  would be required to guarantee the Bank's  compliance  with the capital
plan in order for such plan to be accepted by the federal regulatory authority.

     Under the "cross guarantee" provisions of the Federal Deposit Insurance Act
(the "FDI Act"),  any  FDIC-insured  subsidiary  of the Company such as the Bank
could be liable for any loss incurred by, or reasonably  expected to be incurred
by,  the FDIC in  connection  with (i) the  default  of any  other  FDIC-insured
subsidiary also controlled by the Company or (ii) any assistance provided by the
FDIC to any FDIC-insured subsidiary of the Company in danger of default.

     Transactions  with  Affiliates.  The  Federal  Reserve  Act  imposes  legal
restrictions  on the quality and amount of credit that a bank holding company or
its non bank  subsidiaries  ("affiliates")  may obtain from bank subsidiaries of
the holding company. For instance, these restrictions generally require that any
such  extensions  of credit by a bank to its  affiliates  be on  nonpreferential
terms and be secured by designated amounts of specified  collateral.  Further, a
bank's ability to lend to its affiliates is limited to 10% per affiliate (20% in
the aggregate to all affiliates) of the bank's capital and surplus.

                                       10
<PAGE>

     Bank Regulation. As a Tennessee banking institution, the Bank is subject to
regulation,  supervision and regular examination by the Banking Department.  The
deposits of the Bank are insured by the FDIC to the maximum  extent  provided by
law (a maximum of $100,000 for each insured  depositor).  Tennessee  and federal
banking laws and regulations  control,  among other things,  required  reserves,
investments, loans, mergers and consolidations,  issuance of securities, payment
of  dividends,  and  establishment  of branches and other  aspects of the Bank's
operations.  Supervision, regulation and examination of the Company and the Bank
by the bank  regulatory  agencies are intended  primarily for the  protection of
depositors rather than for holders of the Common Stock of the Company.

     Extensions  of Credit.  Under  joint  regulations  of the  federal  banking
agencies,  including the FDIC,  banks must adopt and maintain  written  policies
that  establish  appropriate  limits and standards for extensions of credit that
are secured by liens or  interests in real estate or are made for the purpose of
financing permanent  improvements to real estate.  These policies must establish
loan  portfolio  diversification  standards,   prudent  underwriting  standards,
including   loan-to-value   limits,   that  are  clear  and   measurable,   loan
administration   procedures   and   documentation,    approval   and   reporting
requirements.  A bank's real estate lending policy must reflect consideration of
the Interagency  Guidelines for Real Estate Lending  Policies (the  "Interagency
Guidelines")  that  have  been  adopted  by the  federal  bank  regulators.  The
Interagency Guidelines, among other things, call upon depository institutions to
establish  internal  loan-to-value  limits for real estate loans that are not in
excess of the  loan-to-value  limits specified in the Guidelines for the various
types of real estate  loans.  The  Interagency  Guidelines  state that it may be
appropriate   in   individual   cases  to  originate  or  purchase   loans  with
loan-to-value  ratios in excess of the  supervisory  loan-to-value  limits.  The
aggregate  amount of loans in excess of the  supervisory  loan-to-value  limits,
however,  should not exceed  100% of total  capital  and the total of such loans
secured  by  commercial,  agricultural,  multifamily  and other  non-one-to-four
family residential properties should not exceed 30% of total capital.

     Federal Deposit  Insurance.  The Bank is subject to FDIC deposit  insurance
assessments.  The FDIC has established a risk-based deposit insurance assessment
system for insured depository institutions, under which insured institutions are
assigned  assessment  risk   classifications   based  upon  capital  levels  and
supervisory  evaluations.  Insurance assessment rates for BIF-insured banks such
as the Bank depend on the capital  category and supervisory  category to which a
bank is  assigned  and  currently  range from $0.00 to $0.27 per $100 of insured
deposits.

     Safety and Soundness Standards.  The Federal Deposit Insurance  Corporation
Improvement Act of 1991 ("FDICIA") required the federal bank regulatory agencies
to prescribe, by regulation,  non-capital safety and soundness standards for all
insured depository  institutions and depository  institution  holding companies.
The  FDIC  and the  other  federal  banking  agencies  have  adopted  guidelines
prescribing  safety and soundness  standards  pursuant to FDICIA. The safety and
soundness  guidelines  establish general standards relating to internal controls
and information  systems,  internal audit systems,  loan  documentation,  credit
underwriting,  interest rate exposure, asset growth, and compensation,  fees and
benefits.   Among  other  things,  the  guidelines  require  banks  to  maintain
appropriate  systems and  practices to identify  and manage risks and  exposures
identified in the guidelines.

     Capital  Requirements.  The FRB has established  guidelines with respect to
the  maintenance  of  appropriate  levels of capital by registered  bank holding
companies,  and the FDIC has established  similar guidelines for state-chartered
banks  that are not  members  of the FRB.  The  regulations  of the FRB and FDIC
impose two sets of capital adequacy requirements:  minimum leverage rules, which
require the maintenance of a specified minimum ratio of capital to total assets,
and risk-based capital rules, which require the maintenance of specified minimum
ratios of capital to  "risk-weighted"  assets. At December 31, 2000, the Company
and the Bank satisfied the minimum required regulatory capital requirements. See
Note 10 of Notes to Consolidated Financial Statements.

     The FDIC has issued final  regulations  that  classify  insured  depository
institutions  by capital  levels and require  the  appropriate  federal  banking
regulator to take prompt action to resolve the problems of any institution  that
fails  to  satisfy   the   capital   standards.   Under  such   regulations,   a
"well-capitalized"  bank is one that is not subject to any  regulatory  order or
directive  to meet any  specific  capital  level  and that  has or  exceeds  the
following  capital  levels:  a total  risk-based  capital ratio of 10%, a Tier 1
risk-based  capital ratio of 6%, and a leverage  ratio of 5%. As of December 31,
2000, the Bank was "well-capitalized" as defined by the regulations. See Note 10
of Notes to Consolidated Financial Statements for further information.

                                       11
<PAGE>

     Financial   Modernization   Legislation.   On  November   12,   1999,   the
Gramm-Leach-Bliley  Act of 1999  (the  "GLBA")  was  signed  into  law.  The Act
includes  a  number  of  provisions   intended  to  modernize  and  to  increase
competition in the American financial services industry, including authority for
bank  holding  companies  to engage in a wider range of  nonbanking  activities,
including securities  underwriting and general insurance  activities.  Under the
GLBA,  a bank  holding  company  that elects to be deemed a  "financial  holding
company" will be permitted to engage in any activity  that the Federal  Reserve,
in consultation with the Secretary of the Treasury,  determines by regulation or
order  is (i)  financial  in  nature,  (ii)  incidental  to any  such  financial
activity,  or (iii)  complementary  to any such financial  activity and does not
pose a substantial risk to the safety or soundness of depository institutions or
the financial system generally.  The GLBA identifies certain activities that are
deemed  to  be  financial  in  nature,  including  those  nonbanking  activities
currently  authorized for bank holding  companies by the Federal Reserve as well
as insurance and securities underwriting,  insurance agency and merchant banking
activities.  In order to take  advantage of this new  authority,  a bank holding
company's  depository  institution  subsidiaries  must be  well-capitalized  and
well-managed  and have at least a  satisfactory  examination  rating  under  the
Community Reinvestment Act.

     In  addition,  the  GLBA  authorizes  national  banks  to  engage,  through
"financial  subsidiaries,"  in any activity that is permissible  for a financial
holding company (as described  above) and any activity that the Secretary of the
Treasury,  in consultation with the Federal Reserve,  determines is financial in
nature or  incidental  to any such  financial  activity,  except  (i)  insurance
underwriting,  (ii) real estate development or real estate investment activities
(unless   otherwise   permitted  by  law),  (iii)  insurance  company  portfolio
investments  and  (iv)  merchant  banking.  In order to  invest  in a  financial
subsidiary,  a national bank must be well-managed  and  well-capitalized  (after
deducting  from  capital  the  bank's   outstanding   investments  in  financial
subsidiaries)  and have at least a "satisfactory"  examination  rating under the
Community Reinvestment Act.

     The GLBA  provides  that  state  banks,  such as the  Bank,  may  invest in
financial  subsidiaries  (assuming they have the requisite  investment authority
under  applicable  state law) that engage as principal in activities  that would
only be  permissible  for a national bank to conduct in a financial  subsidiary.
This  authority  is  generally  subject  to the same  conditions  that  apply to
investments  made  by  a  national  bank  in  financial  subsidiaries.  Since  a
Tennessee-chartered  bank is  authorized  by state law to exercise  any power or
engage in any activity that it could exercise or engage in if it were a national
bank located in Tennessee,  the financial  subsidiary  authority  under the GLBA
could result in the  expansion of  activities  permissible  for  Tennessee  bank
subsidiaries.

     Most of the GLBA's  provisions have delayed effective dates and require the
adoption of federal banking  regulations to implement the statutory  provisions.
The Federal Reserve and the FDIC have yet to issue final  regulations  under the
GLBA,  and the effect of such  regulations,  when adopted,  cannot be predicted.
However, the legislation is expected to present opportunities to the Company and
the Bank for new business activities,  although no such activities are presently
planned, and may also have the effect of increasing  competition for the Company
and the Bank.

EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth information regarding the executive officers
of the Company.
<TABLE>
<CAPTION>
                              Age At
     Name                December 31, 2000        Title
     ----                -----------------        -----
<S>                             <C>
R. Stan Puckett                 44            President and Chief Executive Officer
William F. Richmond             51            Senior Vice President and Chief Financial Officer
</TABLE>

     R. STAN PUCKETT  currently serves as President and Chief Executive  Officer
of the Company and has held that position since 1990. He has served as President
and Chief Executive Officer of the Bank since February 1989. He is a graduate of
Bristol  University  with a degree  in  business  administration.  He  served as
President  of First  American  National  Bank of Johnson  City,  Tennessee  from
December  1987 to  February  1989 and as its Vice  President  from  June 1986 to
December  1987. He was Assistant  Vice President of First Union National Bank in
Asheville,  North  Carolina  from  September  1983 to June  1986 and  served  as
commercial loan officer of Signet Bank in Bristol,  Virginia from September 1977
to June 1983.

                                       12
<PAGE>

     WILLIAM F.  RICHMOND  joined the  Company in  February  1996 and  currently
serves as Senior Vice President and Chief  Financial  Officer of the Company and
the Bank. Prior to joining the Company,  Mr. Richmond served,  subsequent to the
acquisition of Heritage Federal Bancshares,  Inc. ("Heritage") by First American
Corporation (now a part of AmSouth  Bancorporation),  as transition  coordinator
for various financial matters from November 1995 through January 1996.  Heritage
was the parent of  Heritage  Federal  Bank for  Savings  located  in  Kingsport,
Tennessee.  He served as Senior Vice President and Chief  Financial  Officer for
Heritage from June 1991 through  October 1995 and as controller  from April 1985
through May 1991. He has been active in community  activities in the Tri-Cities,
Tennessee area,  having served on the Board of Directors of Boys and Girls Club,
Inc. and as President of the Tri-Cities Estate Planning  Council.  He has served
in various  capacities  with the United Way of Greater  Kingsport  and is a Paul
Harris  Fellow in Rotary  International.  He is licensed  as a Certified  Public
Accountant in Virginia and Tennessee and is also a Certified Financial Planner.

ITEM 2.         PROPERTIES

     The  Company's  principal  executive  offices are located at 100 North Main
Street, Greeneville,  Tennessee in facilities owned by the Bank. At December 31,
2000, the Company maintained a main office in Greeneville, Tennessee and 25 bank
branches  (of which  seven are in leased  operating  premises)  and 19  separate
locations operated by the Bank's subsidiaries.

ITEM 3.         LEGAL PROCEEDINGS

     From time to time, the Company and its  subsidiaries are parties to various
legal proceedings incident to its business.  At December 31, 2000, there were no
legal  proceedings  which management  anticipates  would have a material adverse
effect on the Company.

ITEM 4.         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters  were  submitted  during the fourth  quarter of the fiscal  year
covered by this  report to a vote of security  holders of the Company  through a
solicitation of proxies or otherwise.

                                     PART II

ITEM 5.         MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                STOCKHOLDER MATTERS

     The information  contained under the section captioned "Market and Dividend
Information"  in the Company's 2000 Annual Report to  Shareholders  (the "Annual
Report") filed as Exhibit 13 hereto is incorporated herein by reference.

ITEM 6.         SELECTED FINANCIAL DATA

     The  information  contained  in the  table  captioned  "Selected  Financial
Highlights" in the Company's Annual Report is incorporated herein by reference.

ITEM 7.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS

     The information contained in the section captioned "Management's Discussion
and Analysis of Financial  Condition and Results of Operations" in the Company's
Annual Report is incorporated herein by reference.

ITEM 7A.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  information  set forth  under  Item 7,  "Management's  Discussion  and
Analysis of  Financial  Condition  and  Results of  Operations  - Interest  Rate
Sensitivity" is incorporated herein by reference.

                                       13
<PAGE>

ITEM 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  consolidated  financial  statements  contained in the Company's Annual
Report are incorporated herein by reference.

ITEM 9.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURE

     The information  contained in the section captioned "Change in Accountants"
in the Company's Annual Report is incorporated herein by reference.

                                    PART III

ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     For  information  concerning  the Board of Directors  of the  Company,  the
information contained under the section captioned "Election of Directors" in the
Company's  definitive  proxy  statement for the Company's 2001 Annual Meeting of
Shareholders (the "Proxy Statement") is incorporated herein by reference.

     Information regarding executive officers of the Company is contained in the
section captioned "Executive Officers of the Registrant" under Part I hereof and
is incorporated herein by reference.

     Information  regarding  delinquent  Form 3, 4 or 5 filers  is  incorporated
herein by reference to the section entitled  "Beneficial  Ownership  Reports" in
the Proxy Statement.

ITEM 11.        EXECUTIVE COMPENSATION

     The  information   contained  under  the  section  captioned  "Election  of
Directors -- Executive  Compensation  and Other Benefits" in the Proxy Statement
is incorporated herein by reference.

ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

               (a)  Security Ownership of Certain Beneficial Owners

                    Information  required by this item is incorporated herein by
                    reference to the section  captioned  "Security  Ownership of
                    Certain  Beneficial  Owners  and  Management"  in the  Proxy
                    Statement.

               (b)  Security Ownership of Management

                    Information  required by this item is incorporated herein by
                    reference to the sections captioned  "Security  Ownership of
                    Certain  Beneficial  Owners and Management" and "Election of
                    Directors" in the Proxy Statement.

               (c)  Changes in Control

                    Management  of  the  Company   knows  of  no   arrangements,
                    including  any  pledge by any  person of  securities  of the
                    Company,  the  operation of which may at a  subsequent  date
                    result in a change in control of the registrant.

ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information  required by this item is incorporated  herein by reference
to the section captioned "Election of Directors" in the Proxy Statement. PART IV

                                       14
<PAGE>

ITEM 14.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)(1) The  following  consolidated  financial  statements  of the  Company
included in the Annual Report are  incorporated  herein by reference from Item 8
of this Report.  The  remaining  information  appearing in the Annual  Report to
Shareholders  is not  deemed  to be  filed  as part of this  Report,  except  as
expressly provided herein.

          1.   Report of Independent Accountants.

          2.   Consolidated Balance Sheets - December 31, 2000 and 1999.

          3.   Consolidated  Statements  of Income for the Years Ended  December
               31, 2000, 1999 and 1998.

          4.   Consolidated  Statements of Changes in  Shareholders'  Equity for
               the Years Ended December 31, 2000, 1999 and 1998.

          5.   Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
               December 31, 2000, 1999 and 1998.

          6.   Notes to Consolidated Financial Statements.

     (a)(2)  All  schedules  for  which  provision  is  made  in the  applicable
accounting  regulations  of the  Securities  and  Exchange  Commission  are  not
required under the related  instructions or are  inapplicable and therefore have
been omitted.

     (a)(3) The  following  exhibits  either are filed as part of this Report or
are incorporated herein by reference:

               Exhibit No. 3.  Articles of Incorporation and Bylaws

                         (i)        Amended and Restated Charter,
                                    effective June 18, 1998 --
                                    incorporated herein by reference to
                                    the Company's Annual Report on Form
                                    10-K for the year ended December 31,
                                    1998.

                         (ii)       Amended and Restated Bylaws

               Exhibit No. 10.  Employment Agreements

                         (i)        Employment agreement between the
                                    Company and R. Stan Puckett --
                                    incorporated herein by reference to
                                    the Company's Annual Report on Form
                                    10-K for the year ended December 31,
                                    1995.

               Exhibit No. 11.  Statement re Computation of Per Share Earnings

                                    Incorporated by reference to Note 12
                                    of the Notes to Consolidated Financial
                                    Statements.

               Exhibit No. 13.  Annual Report to Shareholders

                                    Except for those portions of the
                                    Annual Report to Shareholders for the
                                    year ended December 31, 2000, that are
                                    expressly incorporated herein by
                                    reference, such Annual Report is
                                    furnished for the information of the
                                    Commission and is not to be deemed
                                    "filed" as part of this Report.

                                       15
<PAGE>

               Exhibit No. 21.  Subsidiaries of the Registrant

                                    A list of subsidiaries of the Registrant is
                                    included as an exhibit to this Report.

                     Exhibit No. 23.1.  Consent of PricewaterhouseCoopers LLP

                     Exhibit No. 23.2.  Consent of Crowe, Chizek and Company LLP

          (b)  Reports on Form 8-K.  During  the last  quarter of the year ended
               December 31, 2000, the Company filed two separate reports on Form
               8-K. The first report,  filed on October 5, 2000,  disclosed that
               the Bank entered into two separate  agreements  pursuant to which
               the Bank would acquire two branches from Wachovia Bank, N.A., and
               sell one of its  branches  to  Wachovia  Bank,  N.A.  The  second
               report, filed on October 24, 2000, disclosed that the Company had
               changed its independent auditors from  PriceWaterhouseCoopers  to
               Crowe, Chizek and Company LLP. No financial statements were filed
               with either report.

          (c)  Exhibits. The exhibits required by Item 601 of Regulation S-K are
               either  filed  as part  of this  Annual  Report  on Form  10-K or
               incorporated herein by reference.

          (d)  Financial  Statements and Financial  Statement Schedules Excluded
               From  Annual  Report.  There  are  no  financial  statements  and
               financial statement schedules which were excluded from the Annual
               Report  pursuant  to Rule  14a-3(b)(1)  which are  required to be
               included herein.

                                       16

<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
behalf by the undersigned, thereunto duly authorized.

                                      GREENE COUNTY BANCSHARES, INC.


Date:   March 30, 2001                By: /s/ R. Stan Puckett
                                         ----------------------------------
                                           R. Stan Puckett
                                           Director, President and
                                              Chief Executive Officer
                                              (Duly Authorized Representative)

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities indicated and on the dates indicated.




SIGNATURE AND TITLE:                                     DATE:



/s/ R. Stan Puckett                                      March 30, 2001
----------------------------------------
R. Stan Puckett
Director, President and Chief
  Executive Officer
  (Principal Executive Officer)


/s/ William F. Richmond                                  March 30, 2001
----------------------------------------
William F. Richmond
Senior Vice President and
  Chief Financial Officer
  (Principal Financial and Accounting Officer)


/s/ Ralph T. Brown                                       March 30, 2001
----------------------------------------
Ralph T. Brown
Chairman of the Board


/s/ Phil M. Bachman, Jr.                                 March 30, 2001
----------------------------------------
Phil M. Bachman, Jr.
Director


/s/ Charles S. Brooks                                    March 30, 2001
----------------------------------------
Charles S. Brooks
Director


/s/ Bruce Campbell                                       March 30, 2001
----------------------------------------
Bruce Campbell
Director


                                       17
<PAGE>

/s/ W.T. Daniels                                         March 30, 2001
----------------------------------------
W.T. Daniels
Director


/s/ J.W. Douthat                                         March 30, 2001
----------------------------------------
J.W. Douthat
Director


/s/ James A. Emory                                       March 30, 2001
----------------------------------------
James A. Emory
Director


/s/ Jerald K. Jaynes                                     March 30, 2001
----------------------------------------
Jerald K. Jaynes
Director


/s/ Terry Leonard                                        March 30, 2001
----------------------------------------
Terry Leonard
Director


/s/ H.J. Moser, III                                      March 30, 2001
----------------------------------------
H.J. Moser, III
Director


/s/ Davis Stroud                                         March 30, 2001
----------------------------------------
Davis Stroud
Director


/s/ Charles Whitfield                                    March 30, 2001
----------------------------------------
Charles Whitfield
Director

                                       18