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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

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

(Mark One)

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

                                       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)

<TABLE>
      <S>                                                       <C>
                  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)
</TABLE>

       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 $135 per share, the registrant believes that the
aggregate market value of the voting stock on March 24, 1999 was $183.3 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, 1,357,948 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, 1998. (Parts I and II)

       2.     Portions of Proxy Statement for 1999 Annual Meeting of
              Shareholders. (Part III)


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                                     PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       The consolidated financial statements, as revised, contained in the
Company's Annual Report are incorporated herein by reference through attachment
as Exhibit 13 hereto.

                                     PART IV

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

       (a)(1) The following consolidated financial statements of the Company, as
revised, 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, 1998 and
                            1997.

                     3.     Consolidated Statements of Income for the Years
                            Ended December 31, 1998, 1997 and 1996.

                     4.     Consolidated Statements of Comprehensive Income for
                            the Years Ended December 31, 1998, 1997 and 1996.

                     5.     Consolidated Statements of Changes in Shareholders'
                            Equity for the Years Ended December 31, 1998, 1997
                            and 1996.

                     6.     Consolidated Statements of Cash Flows for the Years
                            Ended December 31, 1998, 1997 and 1996.

                     7.     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.

                     (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.

                     (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).


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

                     (Incorporated by reference of Note 19 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, 1998, 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.

              Exhibit No. 23. Consent of PricewaterhouseCoopers LLP

              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 9, 1999                     By: /s/ R. Stan Puckett
                                              --------------------------------
                                              R. Stan Puckett
                                              Director, President and
                                               Chief Executive Officer
                                               (Duly Authorized Representative)





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