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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A-1

                        FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THIS
(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, 1996
                                       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 Identification No.)
 incorporation or organization)

100 North Main Street, Greeneville, Tennessee            37743
---------------------------------------------          ----------
 (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 $225 per share,  the  registrant  believes  that the
aggregate  market  value  of the  voting  stock on March  24,  1997 was  $101.59
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,  451,500  shares of the common
stock were issued and 451,500 shares were 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, 1996.  (Parts I and II)
 2.       Portions of Proxy Statement for 1997 Annual Meeting of 
          Shareholders.  (Part III)


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         This  Amendment  is being  submitted to file  Exhibit  3(a),  which was
inadvertently omitted from the initial filing.



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                                     PART IV

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 Auditors.

          2.       Consolidated Balance Sheets - December 31, 1996 and 1995.

          3.       Consolidated Statements of Income for the Years Ended
                   December 31, 1996, 1995 and 1994.

          4.       Consolidated  Statements  of  Changes  in  Shareholders' 
                   Equity  for the  Years  Ended December 31, 1996, 1995
                   and 1994.

          5.       Consolidated  Statements of Cash Flows for the Years Ended
                   December 31, 1996,  1995 and 1994.

          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)      Restated Articles of Incorporation.

                           (ii)     Bylaws - incorporated  herein by reference
                                    to the Company's  Registration  Statement on
                                    Form S-14 (File No. 2-96273).

                  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.

                           (ii)     Employment  agreement  between the Company 
                                    and Davis Stroud --  incorporated  herein by
                                    reference to the Company's Registration 
                                    Statement on Form S-14 (File No. 2-96273).

                  Exhibit No. 13. Annual Report to Shareholders

                                    Except  for  those  portions  of the  Annual
                                    Report to  Shareholders  for the year  ended
                                    December  31,  1996,   which  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.

                  Exhibit No. 21. Subsidiaries of the Registrant

                                    A list of  subsidiaries of the Registrant is
                                    included as an exhibit to this Report.
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                  Exhibit No. 23.  Consent of Coopers & Lybrand L.L.P.

                  Exhibit No. 27.  Financial Data Schedule (SEC Use Only)

         (b)      Reports on Form 8-K.  No Reports on Form 8-K were filed by the
                  Company  during the last quarter of the fiscal year covered by
                  this 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.


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                                                        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: April 21, 1997                     By:     /s/ R. Stan Puckett
                                              ----------------------
                                               R. Stan Puckett
                                               Director, President and
                                               Chief Executive Officer
                                               (Duly Authorized Representative)