FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

For Quarter ended March 31, 2000                     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                 (IRS Employer Identification
incorporated or organization)                            Number)


Main & Depot Street
Greeneville, Tennessee                                      37743
---------------------------------                    ---------------------
(Address of principal                                     (Zip Code)
executive offices)

Registrant's telephone number, including area code 423-639-5111
                                                   ------------

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  the number or shares  outstanding  of each of the  Issuers  classes of
common stock as of the latest practicable date: 1,363,652.

                                       1
<PAGE>
                         PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The unaudited condensed  consolidated financial statements of the Registrant and
its wholly-owned subsidiaries are as follows:

     Condensed  Consolidated  Balance  Sheets - March 31, 2000 and  December 31,
     1999.

     Condensed  Consolidated  Statements  of Income - For the three months ended
     March 31, 2000 and 1999.

     Condensed  Consolidated  Statement of Stockholders'  Equity - For the three
     months ended March 31, 2000.

     Condensed  Consolidated  Statements  of Cash  Flows - For the three  months
     ended March 31, 2000 and 1999.

     Notes to Condensed Consolidated Financial Statements.

                                       2
<PAGE>
                         GREENE COUNTY BANCSHARES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                                             (UNAUDITED)
                                                                              MARCH 31,        DECEMBER 31,
                                                                                2000               1999*
                                                                          ----------------   --------------
                                                                                    (IN THOUSANDS)
                                                                          ---------------------------------
                                            ASSETS
                                            ------

<S>                                                                       <C>                  <C>
    Cash and Due from Banks                                               $     24,703         $     44,555
    Federal Funds Sold                                                          45,300                    0
    Securities available-for-sale                                               44,945               20,726
    Securities held-to-maturity (with a market value of $3,057
      on March 31, 2000 and $3,326 on December 31, 1999).                        3,060                3,321
    Federal Home Loan Bank stock                                                 3,888                3,477
    Bankers Bank Stock                                                             144                  144
    Loans                                                                      586,727              557,229
      Less: Allowance for Loan Losses                                           10,615               10,332
                                                                            -----------          -----------
      NET LOANS                                                                576,112              546,897
                                                                            -----------          -----------
    Bank Premises and Equipment, Net of
        Accumulated Depreciation                                                20,430               18,106

    Other Assets                                                                18,626               18,786
                                                                          ------------         ------------
         TOTAL ASSETS                                                     $    737,208         $    656,012
                                                                          ============         ============

                             LIABILITIES AND SHAREHOLDERS' EQUITY
                             ------------------------------------

    Deposits                                                              $    578,397         $    522,382
    Federal Funds Purchased                                                          0               11,620
    Securities Sold under Repurchase Agreements                                  5,582                2,961
    Other Borrowings                                                            80,191               46,309
    Other Liabilities                                                           10,629               11,968
                                                                          ------------         ------------
        TOTAL LIABILITIES                                                      674,799              595,240
                                                                          ------------         ------------

                                     SHAREHOLDERS' EQUITY
                                     --------------------

    Common Stock, par value $10, authorized 5,000,000 shares;
        issued and outstanding 1,363,043 and 1,359,647 shares at
        March 31, 2000 and December 31, 1999, respectively                      13,630               13,596
    Paid in Capital                                                              4,795                4,479
    Retained Earnings                                                           44,056               42,715
    Accumulated Other Comprehensive Income (Loss)                                  (72)                 (18)
                                                                          ------------         ------------
        TOTAL SHAREHOLDERS' EQUITY                                              62,409               60,772
                                                                          ------------         ------------
        TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                          $    737,208         $    656,012
                                                                          ============         ============
</TABLE>
* Condensed from Audited Financial Statements.
See accompanying notes to Condensed Consolidated Financial Statements(Unaudited)

                                       3
<PAGE>
                         GREENE COUNTY BANCSHARES, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)
                (DOLLARS IN THOUSANDS EXCEPT FOR PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                                           MARCH 31,
                                                              ------------------------------------
                                                                   2000                1999
                                                              ---------------     ----------------

    INTEREST INCOME:
    ----------------
    <S>                                                       <C>                  <C>
      Interest and Fees on Loans                              $       14,682       $       13,020
      Interest on Investment Securities                                  859                  409
      Interest on Federal Funds Sold and Other
        Interest-earning Deposits                                         44                  199
                                                              ---------------     ----------------
                                     TOTAL INTEREST INCOME            15,585               13,628
                                                              ---------------     ----------------

    INTEREST EXPENSE:
    -----------------
      Interest on Deposits                                             5,229                4,505
      Interest on Borrowings                                             832                  169
                                                              ---------------     ----------------
                                    TOTAL INTEREST EXPENSE             6,061                4,674
                                                              ---------------     ----------------

                                       NET INTEREST INCOME             9,524                8,954

    Provision for Loan Losses                                          1,717                  801
                                                              ---------------     ----------------

         NET INTEREST INCOME AFTER
           PROVISION FOR LOAN LOSSES                                   7,807                8,153
                                                              ---------------     ----------------

    NONINTEREST INCOME:
    -------------------
      Service Charges, Commissions and Fees                            1,111                1,372
      Other Income                                                       356                  329
                                                              ---------------     ----------------
                                  TOTAL NONINTEREST INCOME             1,467                1,701
                                                              ---------------     ----------------
    NONINTEREST EXPENSE:
    --------------------
      Salaries and Benefits                                            3,871                3,145
      Occupancy and Furniture and Equipment Expense                      828                  733
      Other Expenses                                                   1,567                1,715
                                                              ---------------     ----------------
                                 TOTAL NONINTEREST EXPENSE             6,266                5,593
                                                              ---------------     ----------------

         INCOME BEFORE INCOME TAXES                                    3,008                4,261

    Income Taxes                                                         851                1,606
                                                              ---------------     ----------------
         NET INCOME                                           $        2,157      $         2,655
                                                              ===============     ================

    PER SHARE OF COMMON STOCK:
    --------------------------
      Net Income, Basic                                                $1.59                $1.96
                                                                       ======               =====
      Net Income, Assuming Dilution                                    $1.57                $1.94
                                                                       ======               =====
      Dividends                                                        $0.60                $0.56
                                                                       ======               =====
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements(Unaudited)

                                       4
<PAGE>
                         GREENE COUNTY BANCSHARES, INC.
            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                       ACCUMULATED
                                                                                                          OTHER
                                                                                                      COMPREHENSIVE
                                                       COMMON          PAID IN           RETAINED        INCOME
                                                       STOCK           CAPITAL           EARNINGS        (LOSS)          TOTAL
                                                    ------------     ------------     ------------  ------------     -----------
   <S>                                              <C>              <C>             <C>            <C>              <C>
   JANUARY 1, 2000                                  $     13,596     $      4,479    $     42,715   $       (18)     $    60,772

     Net income                                                -                -           2,157             -            2,157
     Other comprehensive income (loss), net of tax:            -                -               -           (54)             (54)
                                                                                                                     -----------
        Comprehensive income                                                                                               2,103

     Dividends paid                                            -                -            (816)            -             (816)
     Exercise of stock options                                34              316               -             -              350
                                                    ------------     ------------    ------------   -----------      -----------
   MARCH 31, 2000                                   $     13,630     $      4,795    $     44,056   $       (72)     $    62,409
                                                    ============     ============    ============   ===========      ===========
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements(Unaudited)

                                       5
<PAGE>
                         GREENE COUNTY BANCSHARES, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                                  MARCH 31,         MARCH 31,
                                                                                    2000              1999
                                                                               --------------    --------------
    NET CASH PROVIDED BY OPERATING ACTIVITIES:
    <S>                                                                      <C>                 <C>
      Net Income                                                             $      2,157        $       2,655
      Adjustments to reconcile net income to
        net cash provided by operating activities:
          Provision for loan losses                                                 1,717                  801
          Depreciation and amortization                                               345                  312
          Amortization of premiums on securities, net of accretion                    (61)                  87
          Loans originated for sale                                                (7,296)             (19,425)
          Proceeds from loans originated for sale                                   6,663               19,110
          Net realized (gain) loss on sale of loans originated for sale               (48)                (211)
          Loss on other real estate owned                                              59                    0
          Decrease (increase) in other assets, net of intangibles                     149               (1,267)
          Decrease in accrued interest payable and other liabilities               (1,938)              (1,403)
                                                                              ------------        -------------
             NET CASH PROVIDED BY OPERATING ACTIVITIES                              1,747                  659
                                                                              ------------        -------------
    CASH FLOWS FROM INVESTING ACTIVITIES:
      Net (increase) in securities and other interest-earning                     (24,398)              (5,933)
      Net originations of loans held-to-maturity                                  (30,586)              (8,565)
      Improvements in other real estate owned and proceeds from
        sales of other real estate owned, net                                         868                 (246)
      Fixed asset additions                                                        (2,615)                (907)
                                                                              ------------        -------------
             NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES                     (56,731)             (15,651)
                                                                              ------------        -------------

    CASH FLOWS FROM FINANCING ACTIVITIES:
      Net increase in deposits                                                     56,015               46,452
      Decrease in federal funds purchased                                         (11,620)              (4,800)
      Increase in securities sold under repurchase agreements                       2,621                3,272
      Increase (decrease) in other borrowings, net                                 33,882              (20,090)
      Proceeds from issuance of common stock                                          350                   63
      Cash dividends paid                                                            (816)                (760)
                                                                              ------------        -------------
             NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                      80,432               24,137
                                                                              ------------        -------------
    NET INCREASE IN CASH AND CASH EQUIVALENTS                                      25,448                9,145
                                                                              ------------        -------------
    CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                               44,555               43,892
                                                                              ------------        -------------
    CASH AND CASH EQUIVALENTS AT END OF PERIOD                               $     70,003        $      53,037
                                                                              ============        =============
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements(Unaudited)

                                       6
<PAGE>
                         GREENE COUNTY BANCSHARES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------

1-PRINCIPLES OF CONSOLIDATION
-----------------------------

The accompanying unaudited condensed consolidated financial statements of Greene
County Bancshares, Inc. (the "Company") and its wholly owned subsidiary,  Greene
County Bank (the  "Bank"),  have been  prepared  in  accordance  with  generally
accepted  accounting  principles for interim  information and in accordance with
the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by
the Securities and Exchange Commission. Accordingly, they do not include all the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been  included.  All interim  amounts are subject to year-end
audit and the  results  of  operations  for the  interim  period  herein are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2000. For further information,  refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended  December  31, 1999.  Certain  amounts from prior period
financial  statements  have been  reclassified  to conform to the current year's
presentation.

2-ALLOWANCE FOR LOAN LOSSES
---------------------------

Transactions  in the  Allowance for Loan Losses for the three months ended March
31, 2000 were as follows:

                                                         In
                                                      Thousands
                                                    ------------

Balance, January 1, 2000                           $    10,332

Add (Deduct):
  Charge-offs                                           (1,685)
  Recoveries                                               251
  Provisions                                             1,717
                                                    ------------

Balance, March 31, 2000                            $    10,615
                                                    ============

                                       7
<PAGE>

3-NET INCOME PER SHARE OF COMMON STOCK
--------------------------------------

Net income per share of common  stock is computed by dividing  net income by the
weighted average number of common shares outstanding during the period.  Diluted
net income per share of common  stock is computed by dividing  net income by the
weighted   average  number  of  common  shares  and  common  stock   equivalents
outstanding  during the  period.  Stock  options are  regarded  as common  stock
equivalents.  Common stock  equivalents  are computed  using the treasury  stock
method.

The following is a reconciliation of the numerators and denominators used in the
basic and diluted  earnings  per share  computations  for the three months ended
March 31, 2000 and 1999:
<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED MARCH 31,
                                     ---------------------------------------------------------------------------
                                                   2000                                     1999
                                     ------------------------------------     ----------------------------------
                                                            (DOLLAR AMOUNTS IN THOUSANDS)
                                        INCOME             SHARES                  INCOME            SHARES
                                      (NUMERATOR)       (DENOMINATOR)            (NUMERATOR)     (DENOMINATOR)

    BASIC EPS
    Income available to
    <S>                                 <C>               <C>                      <C>             <C>
      common shareholders               $2,157            1,360,431                $2,655          1,357,861

    EFFECT OF DILUTIVE SECURITIES
    Stock options outstanding              -               11,206                     -              9,183
                                     ---------------------------------------------------------------------------

    DILUTED EPS
    Income available to common
      shareholders plus assumed
      conversions                       $2,157            1,371,637                $2,655          1,367,044
                                     ===========================================================================
</TABLE>
                                       8
<PAGE>

4-SEGMENT INFORMATION
---------------------

The  Company's  principal  business  consists of  operating  through the Bank to
attract  deposits from the general public and invest those funds,  together with
funds  generated from  operations  and from  principal and interest  payments on
loans,  primarily in commercial  loans,  commercial real estate loans,  consumer
loans  and  single-family  mortgage  loans.  In  addition,  the  Bank  has  four
wholly-owned  subsidiaries:  a consumer  finance  business,  a mortgage  banking
operation,  a  subprime  automobile  lending  operation  and a  title  insurance
business. Collectively, these subsidiaries have sufficient revenue to constitute
a separate segment of the business of the Company.  These subsidiaries have been
disclosed  below in the  "other"  column,  as they do not meet the  quantitative
threshold for disclosure on an individual basis.

Intersegment  revenues and expenses are  accounted  for as if they were received
from or incurred to third parties at current market prices.

The  reportable  segments  are  strategic  business  units that offer  different
products  and  services.  They are  managed  separately  because  each  requires
different marketing strategies.

SEGMENT INFORMATION:
--------------------

THREE MONTHS ENDED MARCH 31, 2000     BANK      OTHER    ELIMINATIONS   TOTAL
---------------------------------     ----      -----    ------------   -----

Interest income                     $ 13,870   $  2,642    $   (927)   $ 15,585
Interest expense                       6,061        927        (927)      6,061
                                    --------   --------    --------    --------
NET INTEREST INCOME                 $  7,809   $  1,715    $      0    $  9,524
                                    ========   ========    ========    ========

Provision for loan losses           $    300   $  1,417    $      0    $  1,717
Noninterest income                       998        548         (79)      1,467
Noninterest expense                    4,816      1,529         (79)      6,266
Income tax expense                     1,156       (305)          0         851
                                    --------   --------    --------    --------

SEGMENT NET INCOME                  $  2,535   $   (378)   $      0    $  2,157
                                    ========   ========    ========    ========

SEGMENT ASSETS                      $733,795   $ 44,093    $(40,680)   $737,208
                                    ========   ========    ========    ========



THREE MONTHS ENDED MARCH 31, 1999     BANK      OTHER    ELIMINATIONS   TOTAL
---------------------------------     ----      -----    ------------   -----

Interest income                     $ 11,479   $  2,965    $   (816)   $ 13,628
Interest expense                       4,674        816        (816)      4,674
                                    --------   --------    --------    --------
NET INTEREST INCOME                 $  6,805   $  2,149    $      0    $  8,954
                                    ========   ========    ========    ========

Provision for loan losses           $    307   $    494    $      0    $    801
Noninterest income                       900        847         (46)      1,701
Noninterest expense                    3,999      1,640         (46)      5,593
Income tax expense                     1,328        278           0       1,606
                                    --------   --------    --------    --------

SEGMENT NET INCOME                  $  2,071   $    584    $      0    $  2,655
                                    ========   ========    ========    ========

SEGMENT ASSETS                      $593,259   $ 49,492    $(48,720)   $594,031
                                    ========   ========    ========    ========

                                       9
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
         ---------------------------------------------

FORWARD-LOOKING STATEMENTS

     THIS QUARTERLY  REPORT ON FORM 10-Q,  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.

GENERAL

     Greene County Bancshares,  Inc. (the "Company") is the bank holding company
for Greene County Bank ("the Bank"), a Tennessee-chartered  commercial bank that
conducts the principal  business of the Company.  In addition to its  commercial
banking  operations,  the Bank  conducts  separate  businesses  through its four
wholly-owned   subsidiaries:   Superior  Financial  Services,   Inc.  ("Superior
Financial"),  a consumer finance company;  Superior Mortgage Company  ("Superior
Mortgage"),  a  mortgage  banking  company;  GCB  Acceptance  Corporation  ("GCB
Acceptance"),  a subprime  automobile lending company;  and Fairway Title Co., a
title company formed in 1998.

LIQUIDITY AND CAPITAL RESOURCES

     LIQUIDITY.  Liquidity refers to the ability or the financial flexibility to
manage future cash flows to meet the needs of depositors  and borrowers and fund
operations.  Maintaining  appropriate  levels of liquidity allows the Company to
have sufficient  funds available for reserve  requirements,  customer demand for
loans,  withdrawal  of deposit  balances  and  maturities  of deposits and other
liabilities.  The Company's primary source of liquidity is dividends paid by the
Banks.  Applicable Tennessee statutes and regulations impose restrictions on the
amount of dividends that may be declared by the subsidiary Banks.  Further,  any
dividend payments are subject to the continuing  ability of each of the Banks to
maintain their  respective  compliance with minimum federal  regulatory  capital
requirements and to retain their  characterization  under federal regulations as
"well-capitalized"

                                       10
<PAGE>

institutions.  In addition,  the Company  maintains lines of credit totaling $45
million with the Federal Home Loan Bank of Cincinnati,  of which $27 million was
available at March 31, 2000. The Company also  maintains  federal funds lines of
credit totaling $45 million at six correspondent banks.

     The Company's liquid assets include  investment  securities,  federal funds
sold and other interest-earning deposits, and cash and due from banks. Including
securities pledged to collateralize municipal deposits, these assets represented
18.4% of the total  liquidity  base at March 31,  2000,  as compared to 12.4% at
December 31, 1999. The liquidity base is generally  defined to include deposits,
securities sold under  repurchase  agreements and short-term  borrowed funds and
other borrowings.

     For the three  months  ended March 31, 2000,  operating  activities  of the
Company provided  $1,747,000 of cash flows.  Net income of $2,157,000,  adjusted
for non-cash operating  activities,  including  $1,717,000 in provision for loan
losses,  a  $633,000  increase  in loans  held for sale,  and  amortization  and
depreciation  of  $345,000,  provided the  majority of the cash  generated  from
operations.

     Investing activities,  including lending, used $56,731,000 of the Company's
cash flow during the three months ended March 31, 2000.  The Company's  increase
in investment securities and other interest-earning deposits used $24,398,000 in
cash  flows,  while  the net  increase  in  loans  originated  net of  principal
collected used $30,586,000 in cash inflows.

     Financing activities provided $80,432,000 of the Company's cash flow during
the three months ended March 31,  2000.  Net deposit  growth and the increase in
other  borrowings   provided   $56,015,000  and  $33,882,000  in  cash  inflows,
respectively. Cash dividends paid to shareholders used $816,000 in cash flows.

     CAPITAL  RESOURCES.  The  Company's  capital  position is  reflected in its
shareholders'  equity,  subject to certain adjustments for regulatory  purposes.
Shareholders'  equity,  or  capital,  is a measure of the  Company's  net worth,
soundness  and  viability.  The Company  continues  to exhibit a strong  capital
position while consistently paying dividends to its stockholders.  Further,  the
capital  base  of  the  Company   allows  it  to  take   advantage  of  business
opportunities  while  maintaining the level of resources  deemed  appropriate by
management of the Company to address  business  risks  inherent in the Company's
daily operations.

     Shareholders'  equity on March 31,  2000 was  $62,409,000,  an  increase of
$1,637,000  or 2.69%,  from  $60,772,000  on December 31, 1999.  The increase in
shareholders'  equity  reflects  net income for the three months ended March 31,
2000 of $2,157,000  ($1.57 per share,  assuming  dilution) and proceeds from the
exercise of stock options  during the three months ended March 31, 2000 totaling
$350,000.  This increase was offset by quarterly  dividend  payments  during the
three months  ended March 31, 2000  totaling  $816,000  ($.60 per share) and the
reduction  in equity  associated  with the  decrease in the value of  securities
available for sale of $54,000.

                                       11
<PAGE>

     Risk-based  capital  regulations  adopted by the Board of  Governors of the
Federal Reserve Board (the "FRB") and the Federal Deposit Insurance  Corporation
require bank holding companies and banks, respectively,  to achieve and maintain
specified  ratios of capital to  risk-weighted  assets.  The risk-based  capital
rules are  designed to measure  Tier 1 Capital and Total  Capital in relation to
the credit risk of both on- and off-balance  sheet items.  Under the guidelines,
one of four risk  weights is applied to the  different  on-balance  sheet items.
Off-balance  sheet  items,  such  as  loan  commitments,  are  also  subject  to
risk-weighting  after conversion to balance sheet equivalent  amounts.  All bank
holding  companies  and banks  must  maintain a minimum  total  capital to total
risk-weighted  assets ratio of 8.00%, at least half of which must be in the form
of core, or Tier 1, capital (consisting of stockholders' equity, less goodwill).
At March 31, 2000,  the Company and the Banks each  satisfied  their  respective
minimum   regulatory   capital   requirements,   and  each  of  the   Banks  was
"well-capitalized" within the meaning of federal regulatory requirements.

===========================================================================
                      Capital Ratios at March 31, 2000
---------------------------------------------------------------------------
                                       Required
                                        Minimum      Company        Bank
                                         Ratio
--------------------------------- ------------- ------------- -------------
  Tier 1 risk-based capital              4.00%        10.97%        11.10%
--------------------------------- ------------- ------------- -------------
   Total risk-based capital              8.00%        12.23%        12.35%
--------------------------------- ------------- ------------- -------------
        Leverage Ratio                   4.00%         8.95%         9.05%
================================= ============= ============= =============

CHANGES IN RESULTS OF OPERATIONS

     NET  INCOME.  Net  income for the three  months  ended  March 31,  2000 was
$2,157,000,  a  decrease  of  $498,000  or 18.76% as  compared  to net income of
$2,655,000 for the same period in 1999. The decrease  resulted  principally from
an increase in provision for loan losses of $916,000,  or 114.4%,  to $1,717,000
for the three months  ended March 31, 2000 from  $801,000 for the same period in
1999. The increase in provisions  principally reflects additional  provisions at
Superior  Financial  resulting  from increased  loan  charge-offs  stemming from
Superior  Financial's  implementation  of new  credit  regulations  applying  to
bank-owned consumer finance  subsidiaries.  Further contributing to the decrease
in net income was the $673,000,  or 12.0%,  increase in non-interest  expense to
$6,266,000  for the three  months ended March 31, 2000 from  $5,593,000  for the
same period in 1999,  attributable  primarily  to  increasing  compensation  and
occupancy and furniture and equipment expenses associated with the growth of the
Company's branch network.  Also, the decline in non-interest income of $234,000,
or 13.8%, from $1,701,000 for the quarter ended March 31, 1999 to $1,467,000 for
the same  period in 2000,  further  contributed  to the  decrease in net income.
These  expense  increases  were offset,  in part, by an increase in net interest
income of $570,000,  or 6.4%, to $9,524,000 for the three months ended March 31,
2000 from  $8,954,000  for the same period in 1999. The increase in net interest
income primarily reflects the Company's  continued growth in loan production for
the three months  ended March 31, 2000,  as compared to the same period in 1999,
through its expanding branch network,  primarily through increases in commercial
and commercial real estate loans.

                                       12
<PAGE>

Finally, net income was enhanced by a decrease of $755,000,  or 47.0%, in income
tax  expense  to  $851,000  for the  three  months  ended  March  31,  2000 from
$1,606,000 for the same period in 1999,  resulting  primarily from lower pre-tax
income and an updating of the Company's estimated tax liability.

     NET INTEREST INCOME.  The largest source of earnings for the Company is net
interest   income,   which  is  the  difference   between   interest  income  on
interest-earning assets and interest paid on deposits and other interest-bearing
liabilities. The primary factors which affect net interest income are changes in
volume and yields of interest-earning  assets and interest-bearing  liabilities,
which are  affected  in part by  management's  responses  to changes in interest
rates through  asset/liability  management.  During the three months ended March
31, 2000,  net interest  income was $9,524,000 as compared to $8,954,000 for the
same period in 1999, an increase of 6.4%.  This increase was due primarily to an
increase in volume of average  interest-earning assets, including an increase in
loan originations primarily in the Bank.

     PROVISION  FOR LOAN  LOSSES.  During the three month period ended March 31,
2000, loan charge-offs were $1,685,000 and recoveries of charged-off  loans were
$251,000.  The Company's  provision for loan losses  increased to $1,717,000 for
the three  months  ended March 31,  2000,  from  $801,000 for the same period in
1999.   The   increase  is   primarily   the  result  of  Superior   Financial's
implementation of new credit regulations  governing  bank-owned consumer finance
subsidiaries.  In addition,  the increase reflects  increased loan volume in the
Bank and GCB Acceptance, the Bank's subprime automobile lending subsidiary. As a
result,  the  Company's  allowance  for loan  losses  increased  by  $283,000 to
$10,615,000  at March 31, 2000 from  $10,332,000 at December 31, 1999. The ratio
of the allowance for loan losses to nonperforming assets was 163.38% and 163.48%
at  March  31,  2000 and  December  31,  1999,  respectively,  and the  ratio of
nonperforming  assets to total  assets  was .88% and .96% at March 31,  2000 and
December 31, 1999, respectively.

     NON-INTEREST INCOME. Income that is not related to interest-earning assets,
consisting  primarily of service  charges,  commissions  and fees, has become an
important  supplement  to the  traditional  method  of  earning  income  through
interest rate spreads.

     Total  non-interest  income for the three  months  ended March 31, 2000 was
$1,467,000 as compared to $1,701,000  for the same period in 1999, a decrease of
$234,000,  or 13.8%.  The largest  component of  non-interest  income is service
charges,  commissions  and fees,  which totaled  $1,111,000 for the three months
ended March 31, 2000 as compared to $1,372,000 for the same period in 1999. This
decrease of 19.0%  primarily  reflects a reduction  in  commissions  and fees at
Superior  Mortgage and Superior  Financial as a result of a rising interest rate
environment and a resulting reduction in loan originations.

     NON-INTEREST EXPENSE.  Control of non-interest expense also is an important
aspect  in  managing  net  income.   Non-interest  expense  includes  personnel,
occupancy,  and other expenses such as data  processing,  printing and supplies,
legal and professional  fees,  postage,  Federal Deposit  Insurance  Corporation
assessment,  etc. Total non-interest expense was $6,266,000 for the three months
ended  March  31,  2000  compared  to  $5,593,000  for the same

                                       13
<PAGE>

period in 1999. Primarily as a result of this increase in non-interest  expense,
the Company's  efficiency ratio was adversely  affected,  as the ratio increased
from 52.56% at March 31, 1999 to 57.01% at March 31, 2000. The efficiency  ratio
illustrates how much it cost the Company to generate  revenue;  for example,  it
cost the Company  57.01  cents to  generate  one dollar of revenue for the three
months ended March 31, 2000.

     Personnel  costs are the  primary  element  of the  Company's  non-interest
expenses.  For the three  months  ended March 31,  2000,  salaries  and benefits
represented  $3,871,000  or  61.8% of total  noninterest  expenses.  This was an
increase of $726,000 or 23.1% over the  $3,145,000  for the three  months  ended
March 31, 1999. At March 31, 1999,  salaries and benefits  represented  56.2% of
total noninterest expenses. These increases were due to opening new branches and
strengthening  certain  operational  areas,  which required  increased  staff at
varying experience and compensation levels and increased employee benefit costs.
Overall,  the number of full-time equivalent employees at March 31, 2000 was 378
versus 331 at March 31, 1999, an increase of 14.2%.

     Occupancy and furniture and  equipment  expense also  increased  during the
three  months  ended March 31,  2000  compared to the same period in 1999 as the
Company  increased its size to 47 branches at March 31, 2000 from 35 branches at
March 31, 1999.

     Other expenses decreased by $148,000,  or 8.6%, from the three months ended
March 31, 2000 to the same period in 1999,  reflecting somewhat lower charitable
contributions and certain professional fees.

CHANGES IN FINANCIAL CONDITION

     Total  assets at March 31, 2000 were $737.2  million,  an increase of $81.2
million,  or 12.4%,  over 1999's  year-end total assets of $656.0  million.  The
increase in assets was  reflective  of the  increase in loans and federal  funds
sold, funded by both an increase in deposits and other borrowings.

     At March 31, 2000,  loans,  net of unearned  income and  allowance for loan
losses,  were $576.1 million compared to $546.9 million at December 31, 1999, an
increase of $29.2 million, or 5.3% from December 31, 1999. The increase in loans
during the first  quarter of 2000 is primarily  due to an increase in commercial
and commercial real estate loans generated  primarily by additional branches and
lenders,  first-hand knowledge of the local lending markets and competitive loan
rates.

     Non-performing  loans include non-accrual and classified loans. The Company
has a policy of  placing  loans 90 days  delinquent  in  non-accrual  status and
charging  them off at 120 days  past  due.  Other  loans  past due that are well
secured and in the process of collection continue to be carried on the Company's
balance sheet. The Company has aggressive  collection  practices in which senior
management is heavily involved.  Nonaccrual loans increased by $1,352,000 during
the three month period ended March 31, 2000.

                                       14
<PAGE>

     The Company  maintains an  investment  portfolio to provide  liquidity  and
earnings.  Investments at March 31, 2000 with an amortized cost of $48.0 million
had a market  value of $48.0  million.  At year-end  1999,  investments  with an
amortized  cost of $24.0  million  had a market  value  of $24.1  million.  This
increase,  funded by  borrowings  from the Federal Home Loan Bank of  Cincinnati
("FHLB"),  was the result of management's  decision to restructure its method of
collateralizing  public  deposits  which allowed for an increase in net interest
income with minimal interest rate risk.

     In planning for the funding of the additional  loan demand which  developed
during the first quarter of 2000,  the Company  became  aggressive in soliciting
deposits. As a result, deposits, which are the primary funding mechanism for the
Company's assets,  increased $56.0 million, or 10.7%, to $578.4 million at March
31, 2000 compared to $522.4 million at December 31, 1999.  Most of this increase
occurred in  higher-costing  certificate of deposits.  This increase in deposits
was used principally to fund loan demand and to increase overall liquidity.

EFFECT OF NEW ACCOUNTING STANDARDS

     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities." The statement  establishes  accounting and
reporting  standards  requiring  that  every  derivative  instrument  (including
certain derivative  instruments  embedded in other contracts) be recorded in the
balance  sheet as either an asset or liability  measured at its fair value.  The
statement  requires  that changes in the  derivative's  fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting  for  qualifying  hedges  allows a  derivative's  gains and losses to
offset related results on the hedged item in the income statement,  and requires
that a company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting.

     SFAS No. 133, as amended by SFAS No. 137,  is  effective  for fiscal  years
beginning  after June 15, 2000. A company may also implement the statement as of
the beginning of any fiscal  quarter after  issuance  (that is, fiscal  quarters
beginning  June 16,  1998  and  thereafter).  SFAS No.  133  cannot  be  applied
retroactively.  SFAS No. 133 must be applied to (a) derivative  instruments  and
(b) certain  derivative  instruments  embedded in the hybrid contracts that were
issued,  acquired or substantively modified after December 31, 1997 (and, at the
Company's election, before January 1, 1998).

     The Company has not yet  quantified the impacts of adopting SFAS No. 133 on
its  financial  statements  and has not  determined  the timing or method of its
adoption of SFAS No. 133.  However,  the statement could increase  volatility in
earnings and other comprehensive income.

                                       15
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

                                       16
<PAGE>
PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

                  The  Company  and its  subsidiaries  are  involved  in various
                  claims and legal  actions  arising in the  ordinary  course of
                  business.  Management  currently  is not aware of any material
                  legal   proceedings  to  which  the  Company  or  any  of  its
                  subsidiaries  is a party or to which any of their  property is
                  subject.

Item 2.  Changes in Securities

                  None.


Item 3.  Defaults upon Senior Securities

                  None.


Item 4.  Submission of Matters to a Vote of Security Holders

                  None

Item 5.  Other Information

                  None.


Item 6.  Exhibits and Reports on Form 8-K

                  (a)Exhibits

                  Exhibit 27 Financial Data Schedule(for SEC use only)

                  (b)Reports on Form 8-K

                        None

                                       17
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date: 5/9/00                 Greene County Bancshares, Inc.
     --------                ------------------------------
                                   Registrant

Date: 5/9/00                  /s/  R. Stan Puckett
     --------                ---------------------------
                                   R. Stan Puckett
                                   President and CEO
                                   (Duly authorized officer)

Date: 5/9/00                  /s/  William F. Richmond
     -------                 ---------------------------
                                   William F. Richmond
                                   Sr. Vice President and Chief Financial
                                   Officer (Principal financial and accounting
                                   officer)

                                       18