**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**Washington,      D.C. 20549**

**FORM      10-Q/A**

**(Amendment      No. 1)**

**For      the quarterly period ended March 31, 2005**

**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**                                           |   |    **37743-4992**       |
|  (Address                of principal executive                offices)                                               |   |  (Zip                Code) |
|                                                                                                                            |   |   |
|   Registrant's                telephone number,                including area code: **(423)                639-5111** |
|                                                                                                                            |   |   |

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**EXPLANATORY      NOTE**

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**PART      II - OTHER INFORMATION**

**Item      5.**
**Other      Information**

**Item      6.**
**Exhibits      **

|   |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                        |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Exhibit No. 10.1                                                                                                                                                                                                                                           | First                amendment dated March 31, 2005 to non-competition                agreement                dated August 10, 2004, by and between the Company and Kenneth R.                Vaught*      |
|   |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                        |
|   | Exhibit No. 10.2                                                                                                                                                                                                                                           | First amendment dated April 15,              2005 to              non-competition              agreement              dated November 24, 2003, by and between the Company and R. Stan              Puckett* |
|   |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                        |
|   | Exhibit No. 10.3                                                                                                                                                                                                                                           | Director and Named Executive Officer              Compensation Summary                                                                                                                                      |
|   |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                        |
|   | Exhibit No. 31.1                                                                                                                                                                                                                                           | Chief Executive Officer Certification              Pursuant to Rule 13a-14(a)/15d-14(a)*                                                                                                                    |
|   |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                        |
|   | Exhibit No. 31.2                                                                                                                                                                                                                                      | Chief Financial Officer Certification              Pursuant to Rule 13a-14(a)/15d-14(a)*                                                                                                                    |
|   |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                        |
|   | Exhibit No. 31.3                                                                                                                                                                                                                                           | Chief Executive Officer Certification              Pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                     |
|   |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                        |
|   | Exhibit No. 31.4                                                                                                                                                                                                                                           | Chief Financial Officer Certification              Pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                     |
|   |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                        |
|   | Exhibit No. 32.1                                                                                                                                                                                                                                           | Chief                Executive Officer Certification Pursuant to 18 U.S.C. Section 1350,                as                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of                2002* |
|   |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                        |
|   | Exhibit              No. 32.2                                                                                                                                                                                                                              | Chief                Financial Officer Certification Pursuant to 18 U.S.C. Section 1350,                as                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of                2002* |
|   |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                        |
|   | *                Previously filed with the Company's Quarterly Report on Form 10-Q                for the quarter ended                  March 31, 2005 as filed with the Securities Exchange Commission on                May 5,                2005 |

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**SIGNATURES**

|                                     |                                                             |                                              |
|------------------------------------------|------------------------------------------------------------------|---------------------------------------------------|
|                                     | Greene                  County Bancshares,                  Inc. |
|                                     | Registrant                                                       |
|                                |                                                        |                                         |
| Date: August                1, 2005 |                                                             | /s/ William                F. Richmond  |
|                                     | William                F. Richmond                               |
|                                     | Senior                Vice President, Chief Financial Officer    |
|                                     | (Principal financial and accounting officer) and                 |
|                                     | Assistant                Secretary                               |

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**EXHIBIT      INDEX**

|   | **Exhibits**                                                                                                                                                                                                                                                         | **Description**                                                                                                                                                                                                       |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                  |
|   | Exhibit No. 10.1                                                                                                                                                                                                                                                     | First                  amendment dated March 31, 2005 to non-competition                  agreement                  dated August 10, 2004, by and between the Company and Kenneth R.                  Vaught*        |
|   |                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                  |
|   | Exhibit No. 10.2                                                                                                                                                                                                                                                     | First amendment dated April 15,                2005 to                non-competition                agreement                dated November 24, 2003, by and between the Company and R. Stan                Puckett* |
|   |                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                  |
|   | Exhibit No. 10.3                                                                                                                                                                                                                                                     | Director and Named Executive Officer                Compensation Summary                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                  |
|   | Exhibit No. 31.1                                                                                                                                                                                                                                                     | Chief Executive Officer Certification                Pursuant to Rule 13a-14(a)/15d-14(a)*                                                                                                                            |
|   |                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                  |
|   | Exhibit No. 31.2                                                                                                                                                                                                                                                | Chief Financial Officer Certification                Pursuant to Rule 13a-14(a)/15d-14(a)*                                                                                                                            |
|   |                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                  |
|   | Exhibit No. 31.3                                                                                                                                                                                                                                                     | Chief Executive Officer Certification                Pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                             |
|   |                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                  |
|   | Exhibit No. 31.4                                                                                                                                                                                                                                                     | Chief Financial Officer Certification                Pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                             |
|   |                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                  |
|   | Exhibit No. 32.1                                                                                                                                                                                                                                                     | Chief                  Executive Officer Certification Pursuant to 18 U.S.C. Section 1350,                  as                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of                  2002*   |
|   |                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                  |
|   | Exhibit No. 32.2                                                                                                                                                                                                                                                     | Chief                  Financial Officer Certification Pursuant to 18 U.S.C. Section 1350,                  as                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of                  2002*   |
|   |                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                  |
|   | *                  Previously filed with the Company's Quarterly Report on Form 10-Q                  for the quarter ended                    March 31, 2005 as filed with the Securities Exchange Commission                  on May 5,                  2005 |

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