FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


For Quarter ended June 30, 2002                  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: 6,820,540.

                                       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 - June 30, 2002 and  December  31,
     2001.

     Condensed Consolidated  Statements of Income and Comprehensive Income - For
     the three and six months ended June 30, 2002 and 2001.

     Condensed  Consolidated  Statement  of  Stockholders'  Equity - For the six
     months ended June 30, 2002.

     Condensed Consolidated  Statements of Cash Flows - For the six months ended
     June 30, 2002 and 2001.

     Notes to Condensed Consolidated Financial Statements.

                                       2
<PAGE>
                         GREENE COUNTY BANCSHARES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2002 AND DECEMBER 31, 2001
             (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
                                                           (UNAUDITED)
                                                            JUNE 30,     DECEMBER 31,
                                                              2002          2001*
                                                           -----------   ------------
                                     ASSETS
                                     ------
<S>                                                         <C>          <C>
Cash and due from banks                                     $  24,647    $  22,432

Federal funds sold                                                  0       25,621

Interest bearing deposits in other banks                            0        1,100

Securities available-for-sale ("AFS")                          38,691       28,567

Securities held-to-maturity (with a market value of $528
  on June 30, 2002 and $840 on December 31, 2001)                 523          833

FHLB and Bankers Bank stock, at cost                            4,639        4,538

Loans held for sale                                             3,106        7,945

Loans                                                         719,864      682,547

  Less: allowance for loan losses                             (11,695)     (11,221)
                                                            ---------    ---------

  NET LOANS                                                   708,169      671,326
                                                            ---------    ---------

Bank premises and equipment, net of
    accumulated depreciation                                   25,594       25,611

Other assets                                                   23,512       23,639
                                                            ---------    ---------
     TOTAL ASSETS                                           $ 828,881    $ 811,612
                                                            =========    =========

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

Deposits                                                    $ 648,865    $ 653,913
Federal funds purchased and repurchase agreements              29,966       10,375
Notes payable                                                  67,801       67,978
Accrued interest payable and other liabilities                  9,931       10,719
                                                            ---------    ---------
    TOTAL LIABILITIES                                         756,563      742,985
                                                            ---------    ---------

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

Common Stock: par value $2, 15,000,000 shares authorized;
    6,818,890 shares issued and outstanding at
    June 30, 2002 and December 31, 2001                        13,638       13,638
Paid in Capital                                                 4,854        4,854
Retained Earnings                                              53,670       50,071
Accumulated Other Comprehensive Income (Loss)                     156           64
                                                            ---------    ---------
    TOTAL SHAREHOLDERS' EQUITY                                 72,318       68,627
                                                            ---------    ---------
    TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                $ 828,881    $ 811,612
                                                            =========    =========
</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 AND COMPREHENSIVE INCOME
                THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)

             (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                 JUNE 30,                         JUNE 30,
                                                        --------------------------     --------------------------
                                                            2002           2001            2002           2001
                                                        -----------    -----------     -----------     ----------

INTEREST INCOME:
----------------
<S>                                                    <C>             <C>             <C>             <C>
  Interest and Fees on Loans                           $     14,403    $    16,706     $    28,693     $   34,190
  Interest on Investment Securities                             440            389             823            858
  Interest on Federal Funds Sold and Interest-Earning
    Deposits                                                    123             55             372            284
                                                        ------------    -----------     -----------     ----------
                                 TOTAL INTEREST INCOME       14,966         17,150          29,888         35,332
                                                        ------------    -----------     -----------     ----------

INTEREST EXPENSE:
-----------------
  Interest on Deposits                                        3,790          6,360           8,001         13,441
  Interest on Borrowings                                        814            996           1,711          1,837
                                                        ------------    -----------     -----------     ----------
                                TOTAL INTEREST EXPENSE        4,604          7,356           9,712         15,278
                                                        ------------    -----------     -----------     ----------

                                   NET INTEREST INCOME       10,362          9,794          20,176         20,054

Provision for Loan Losses                                     1,369          1,168           2,676          2,607
                                                        ------------    -----------     -----------     ----------

     NET INTEREST INCOME AFTER
       PROVISION FOR LOAN LOSSES                              8,993          8,626          17,500         17,447
                                                        ------------    -----------     -----------     ----------

NONINTEREST INCOME:
-------------------
  Service Charges, Commissions and Fees                       1,950          1,991           3,868          3,721
  Other Income                                                  622            400           1,291            986
                                                        ------------    -----------     ------------    ----------
                              TOTAL NONINTEREST INCOME        2,572          2,391           5,159          4,707
                                                        ------------    -----------     -----------     ----------
NONINTEREST EXPENSE:
--------------------
  Salaries and Benefits                                       4,312          4,200           8,540          8,324
  Occupancy and Furniture and Equipment Expense               1,001            980           2,033          1,934
  Other Expenses                                              1,960          1,772           3,735          3,229
                                                        ------------    -----------     -----------     ----------
                             TOTAL NONINTEREST EXPENSE        7,273          6,952          14,308         13,487
                                                        ------------    -----------     -----------     ----------

     INCOME BEFORE INCOME TAXES                               4,292          4,065           8,351          8,667

Income Taxes                                                  1,625          1,624           3,115          3,318
                                                        ------------    -----------     -----------     ----------

    NET INCOME                                         $      2,667    $     2,441     $     5,236     $    5,349
                                                        ============    ===========     ===========     ==========

    COMPREHENSIVE INCOME                               $      2,833    $     2,379     $     5,328     $    5,353
                                                        ============    ===========     ===========     ==========

PER SHARE OF COMMON STOCK:
--------------------------
  Basic Earnings                                              $0.39          $0.36           $0.77          $0.79
                                                              ======         ======          ======         =====
  Diluted Earnings                                            $0.39          $0.36           $0.77          $0.78
                                                              ======         ======          ======         =====
  Dividends                                                   $0.12          $0.12           $0.24          $0.24
                                                              ======         ======          ======         =====
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements(Unaudited)

                                        4
<PAGE>
                         GREENE COUNTY BANCSHARES, INC.
            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002
                                   (UNAUDITED)
             (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                              ACCUMULATED
                                                                                 OTHER
                                                                              COMPREHENSIVE
                                  COMMON         PAID IN       RETAINED         INCOME
                                   STOCK         CAPITAL       EARNINGS         (LOSS)          TOTAL
                                   -----         -------       --------         ------          -----
<S>                              <C>            <C>            <C>             <C>            <C>
JANUARY 1, 2002                  $ 13,638       $  4,854       $ 50,071        $     64       $ 68,627

  Net income                            -              -          5,236               -          5,236

  Change in unrealized gain on
    AFS securities, net of tax          -              -              -              92             92
                                                                                              --------
     Comprehensive income                                                                        5,328

  Dividends paid                        -              -         (1,637)              -         (1,637)
                                 --------       --------       --------        --------       --------
JUNE 30, 2002                    $ 13,638       $  4,854       $ 53,670        $    156       $ 72,318
                                 ========       ========       ========        ========       ========
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements(Unaudited)

                                        5
<PAGE>
                         GREENE COUNTY BANCSHARES, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)
             (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                                  JUNE 30,    JUNE 30,
                                                                                    2002       2001
                                                                                 ---------   ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES:
<S>                                                                              <C>         <C>
  Net Income                                                                     $  5,236    $  5,349
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Provision for loan losses                                                     2,676       2,607
      Depreciation and amortization                                                   954         776
      Amortization of premiums on securities, net of accretion                        (24)         78
      FHLB stock dividends                                                           (101)       (149)
      Loans originated for sale                                                   (23,184)    (36,944)
      Proceeds from loans originated for sale                                      28,222      32,944
      Net realized (gain) on sale of loans originated for sale                       (199)       (168)
      Loss on other real estate owned                                                  75          64
      Net Changes:
       Accrued interest receivable and other assets, net of intangibles              (372)      2,250
       Accrued interest payable and other liabilities                                (789)     (2,391)
                                                                                 --------    --------
                                       NET CASH PROVIDED BY OPERATING ACTIVITIES   12,494       4,416
                                                                                 --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Decrease in interest-bearing deposits with banks                                  1,100           0
  Net (increase) decrease in securities and other interest-earning investments     (9,639)     32,630
  Net originations of loans held-to-maturity                                      (41,868)    (17,592)
  Improvements in other real estate owned and proceeds from
    sales of other real estate owned, net                                           2,447       2,058
  Fixed asset additions and proceeds from sales of fixed assets, net                 (669)     (2,197)
                                                                                 --------    --------
                                NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES  (48,629)     14,899
                                                                                 --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase (decrease) in deposits                                              (5,048)    (35,772)
  Increase in federal funds purchased                                              21,165           0
  Increase (decrease) in securities sold under repurchase agreements               (1,574)      1,459
  (Decrease) increase in notes payable, net                                          (177)      8,833
  Cash dividends paid                                                              (1,637)     (1,637)
                                                                                 --------    --------
                                NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES   12,729     (27,117)
                                                                                 --------    --------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                         (23,406)     (7,802)
                                                                                 --------    --------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                   48,053      32,168
                                                                                 --------    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       $ 24,647    $ 24,366
                                                                                 ========    ========
</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  accounting
principles  generally  accepted  in the  United  States of America  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
accounting  principles  generally  accepted in the United  States of America 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.  Operating results for the three and six months
ended June 30, 2002 are not  necessarily  indicative  of the results that may be
expected for the year ending December 31, 2002. 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,  2001.
Certain amounts from prior period financial statements have been reclassified to
conform to the current year's presentation.

                                       7
<PAGE>

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

Transactions  in the Allowance for Loan Losses for the six months ended June 30,
2002 and twelve months ended December 31, 2001 were as follows:

                                                  JUNE 30,      DECEMBER 31,
                                                    2002           2001
                                                 -----------   -------------
                                                       (IN THOUSANDS)

Balance at beginning of year                     $   11,221    $  11,728
Add (Deduct):
  Charge-offs                                        (3,240)      (7,830)
  Recoveries                                          1,038        1,364
  Provisions                                          2,676        5,959
                                                  ------------  -----------
ENDING BALANCE                                   $   11,695    $  11,221
                                                  ============  ===========


                                                   JUNE 30,     DECEMBER 31,
                                                     2002          2001
                                                 -----------   -------------
                                                       (IN THOUSANDS)

Loans past due 90 days still on accrual          $      326    $      871
Nonaccrual Loans                                      6,516         5,857
                                                  ------------  -----------
TOTAL                                            $    6,842    $    6,728
                                                  ============  ===========

                                       8
<PAGE>

3-EARNINGS PER SHARE OF COMMON STOCK
------------------------------------

Basic  earnings  per share (EPS) of common  stock is  computed  by dividing  net
income by the weighted  average number of common shares  outstanding  during the
period.  Diluted  earnings per share of common stock is computed by dividing net
income by the weighted  average  number of common  shares and  potential  common
shares  outstanding  during the period.  Stock options are regarded as potential
common  shares.  Potential  common shares are computed  using the treasury stock
method.  For the three and six  month  periods  ending  June 30,  2002,  155,935
options are  excluded  from the effect of dilutive  securities  because they are
anti-dilutive. 72,190 options are similarly excluded from the effect of dilutive
securities for the three months ended June 30, 2001.

The following is a reconciliation of the numerators and denominators used in the
basic and diluted  earnings per share  computations for the three and six months
ended June 30, 2002 and 2001:
<TABLE>
<CAPTION>
                                                  (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
                                                                THREE MONTHS ENDED JUNE 30,
                                  -----------------------------------------------------------------------------------
                                                2002                                             2001
                                  ----------------------------------------      -------------------------------------
                                       INCOME              SHARES                      INCOME            SHARES
                                     (NUMERATOR)       (DENOMINATOR)                 (NUMERATOR)     (DENOMINATOR)
<S>                                    <C>               <C>                           <C>             <C>
BASIC EPS
Income available to
  common shareholders                  $2,667            6,818,890                     $2,441          6,818,890

EFFECT OF DILUTIVE SECURITIES
Stock options outstanding                 -                16,019                         -              39,976
                                  -----------------------------------------------------------------------------------

DILUTED EPS
Income available to common
  shareholders plus assumed
  conversions                          $2,667            6,834,909                     $2,441          6,858,866
                                  ===================================================================================


                                                  (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
                                                                 SIX MONTHS ENDED JUNE 30,
                                  -----------------------------------------------------------------------------------
                                                 2002                                            2001
                                  ----------------------------------------      -------------------------------------
                                       INCOME              SHARES                      INCOME            SHARES
                                     (NUMERATOR)       (DENOMINATOR)                 (NUMERATOR)     (DENOMINATOR)

BASIC EPS
Income available to
  common shareholders                  $5,236            6,818,890                     $5,349          6,818,890

EFFECT OF DILUTIVE SECURITIES
Stock options outstanding                 -                16,019                         -              39,772
                                  -----------------------------------------------------------------------------------

DILUTED EPS
Income available to common
  shareholders plus assumed
  conversions                          $5,236            6,834,909                     $5,349          6,858,662
                                  ===================================================================================
</TABLE>
                                       9
<PAGE>

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

The Company's  operating  segments include banking,  mortgage banking,  consumer
finance,  subprime  automobile  lending  and  title  insurance.  The  reportable
segments are  determined  by the products  and  services  offered,  and internal
reporting. Loans, investments,  and deposits provide the revenues in the banking
operation,  loans and fees  provide the revenues in consumer  finance,  mortgage
banking, and subprime lending and insurance commissions provide revenues for the
title insurance company. Mortgage banking, consumer finance, subprime automobile
lending  and  title  insurance  do not meet  the  quantitative  threshold  on an
individual  basis, and are therefore shown below in "other".  All operations are
domestic.

Segment  performance  is  evaluated  using net interest  income and  noninterest
income.  Income  taxes are  allocated  based on income  before  income taxes and
indirect expenses  (includes  management fees) are allocated based on time spent
for  each  segment.   Transactions  among  segments  are  made  at  fair  value.
Information reported internally for performance assessment follows.

             (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
SEGMENT INFORMATION:
--------------------

THREE MONTHS ENDED JUNE 30, 2002      BANK         OTHER        TOTAL
--------------------------------   ----------   ----------   ----------
Net interest income                $   8,738    $   1,624    $  10,362
Provision for loan losses                215        1,154        1,369
Noninterest income                     2,230          342        2,572
Noninterest expense                    6,097        1,176        7,273
Income tax expense                     1,760         (135)       1,625
                                   ---------    ---------    ---------
SEGMENT PROFIT                     $   2,896    $    (229)   $   2,667
                                   =========    =========    =========
SEGMENT ASSETS AT JUNE 30, 2002    $ 791,287    $  37,594    $ 828,881
                                   =========    =========    =========

THREE MONTHS ENDED JUNE 30, 2001      BANK         OTHER        TOTAL
--------------------------------   ----------   ----------   ----------
Net interest income                $   8,369    $   1,425    $   9,794
Provision for loan losses                (53)       1,221        1,168
Noninterest income                     1,973          418        2,391
Noninterest expense                    5,724        1,228        6,952
Income tax expense                     1,806         (182)       1,624
                                   ---------    ---------    ---------
SEGMENT PROFIT                     $   2,865    $    (424)   $   2,441
                                   =========    =========    =========
SEGMENT ASSETS AT JUNE 30, 2001    $ 725,123    $  39,839    $ 764,962
                                   =========    =========    =========

SIX MONTHS ENDED JUNE 30, 2002        BANK        OTHER         TOTAL
--------------------------------   ----------   ----------   ----------
Net interest income                $  16,862    $   3,314    $  20,176
Provision for loan losses                633        2,043        2,676
Noninterest income                     4,435          724        5,159
Noninterest expense                   12,046        2,262       14,308
Income tax expense                     3,275         (160)       3,115
                                   ---------    ---------    ---------
SEGMENT PROFIT                     $   5,343    $    (107)   $   5,236
                                   =========    =========    =========
SEGMENT ASSETS AT JUNE 30, 2002    $ 791,287    $  37,594    $ 828,881
                                   =========    =========    =========

SIX MONTHS ENDED JUNE 30, 2001        BANK         OTHER       TOTAL
--------------------------------   ----------   ----------   ----------
Net interest income                $  17,027    $   3,027    $  20,054
Provision for loan losses               (140)       2,747        2,607
Noninterest income                     3,618        1,089        4,707
Noninterest expense                   11,074        2,413       13,487
Income tax expense                     3,751         (433)       3,318
                                   ---------    ---------    ---------
SEGMENT PROFIT                     $   5,960    $    (611)   $   5,349
                                   =========    =========    =========
SEGMENT ASSETS AT JUNE 30, 2001    $ 725,123    $  39,839    $ 764,962
                                   =========    =========    =========

                                       10
<PAGE>

5-INTANGIBLE ASSETS
-------------------

Core deposit intangible of $2,325, net of amortization,  is being amortized over
ten years. Related amortization expenses for the three and six months ended June
30, 2002 was $80 and $164,  respectively.  Annual estimated amortization expense
for the next five years is:

2002                           $                325
2003                                            322
2004                                            322
2005                                            322
2006                                            212
                                   -----------------
    TOTAL                      $              1,503
                                   =================

Non-amortizable goodwill of $424 is periodically evaluated for impairment. There
were no impairment losses recognized during the second quarter of 2002.

Information  about the impact on net income of  non-amortizable  goodwill  is as
follows:
<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                             JUNE 30,                          JUNE 30,
                                                     ------------------------          ------------------------
                                                       2002          2001                2002           2001
                                                     ---------     ----------          ---------      ---------
<S>                                               <C>           <C>                 <C>            <C>
Reported net income                               $     2,667   $      2,441        $     5,236    $     5,349
Add back:  goodwill amortization                            0             26                  0             53
                                                     ---------     ----------          ---------      ---------
    ADJUSTED NET INCOME                           $     2,667   $      2,467        $     5,236    $     5,402
                                                     =========     ==========          =========      =========

Reported basic earnings per share                 $      0.39   $       0.36        $      0.77    $      0.79
Add back: goodwill amortization per share                0.00           0.00               0.00           0.00
                                                     ---------     ----------          ---------      ---------
    ADJUSTED BASIC EARNINGS PER SHARE             $      0.39   $       0.36        $      0.77    $      0.79
                                                     =========     ==========          =========      =========

Reported diluted earnings per share               $      0.39   $       0.36        $      0.77    $      0.78
Add back: goodwill amortization per share                0.00           0.00               0.00           0.00
                                                     ---------     ----------          ---------      ---------
    ADJUSTED DILUTED EARNINGS PER SHARE           $      0.39   $       0.36        $      0.77    $      0.78
                                                     =========     ==========          =========      =========
</TABLE>
                                       11
<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.

     ALL DOLLAR  AMOUNTS  SET FORTH  BELOW,  OTHER THAN  PER-SHARE  AMOUNTS  AND
PERCENTAGES,  ARE IN THOUSANDS  UNLESS  OTHERWISE  NOTED.  DURING MAY 2001,  THE
COMPANY EFFECTED A FIVE-FOR-ONE STOCK SPLIT IN THE FORM OF A DIVIDEND.  EARNINGS
AND DIVIDENDS PER SHARE ARE RESTATED FOR ALL STOCK SPLITS AND DIVIDENDS.

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 three
wholly-owned   subsidiaries:   Superior  Financial  Services,   Inc.  ("Superior
Financial"),  a consumer  finance  company;  GCB  Acceptance  Corporation  ("GCB
Acceptance"),  a subprime  automobile lending company;  and Fairway Title Co., a
title  company  formed  in 1998.  The Bank  also  operates  a  mortgage  banking
operation  through its main  office in Knox  County,  Tennessee  and it also has
representatives located through out the Company's branch system.

NASDAQ LISTING

     On July 19, 2002, the Company  announced its intent to make  application to
list its common  shares on the NASDAQ  National  Market  System during the third
quarter of 2002. The Company expects this listing will provide greater liquidity
and  marketability  to the trading of its common shares and,  accordingly,  will
facilitate   its  growth   strategy  which   includes   acquisitions   of  other
institutions,  selected  branch  acquisitions,  de novo  branching  and internal
growth.

                                       12
<PAGE>

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 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  9.2% of the total  liquidity  base at June 30, 2002, as compared to
11.3% at December 31, 2001. The liquidity  base is generally  defined to include
deposits,  securities sold under repurchase  agreements and short-term  borrowed
funds and other borrowings.  In addition,  the Company maintains lines of credit
totaling $40 million with the Federal Home Loan Bank of Cincinnati ("FHLB"),  of
which $14 million was  available  at June 30, 2002.  The Company also  maintains
federal  funds lines of credit  totaling  $70.9  million at seven  correspondent
banks of which $49.8 was available at June 30, 2002. The Company believes it has
sufficient liquidity to satisfy its current operating needs.

     For the six months ended June 30, 2002, operating activities of the Company
provided  $12,494 of cash  flows.  Net income of $5,236  adjusted  for  non-cash
operating activities, including $5,038 in net proceeds from loans originated for
sale,  $2,676 in provision for loan losses and  depreciation  and  amortization,
including  premium  amortization  on  securities,  net  of  accretion  of  $930,
comprised the majority of the cash generated from operations. These increases in
cash flows were offset,  in part,  by the $1,161 in cash flows used from the net
change in interest  receivable and other assets,  net of intangibles and accrued
interest payable and other liabilities.

     The Company's increase in investment securities and other  interest-earning
investments   used   $9,639  in  cash   flows,   while  the  net   increase   in
held-to-maturity loans originated,  net of principal collected,  used $41,868 in
cash flows.

     The  net  decrease  in  deposits  and  securities  sold  under   repurchase
agreements  used  $5,048  and  $1,574  in cash  flows,  respectively.  Quarterly
dividends  paid in the amount of $1,637 and the $177 decrease in notes  payable,
net further  added to the  reductions  in cash flows.  These  reductions in cash
flows were more than  offset by the  increase  in  federal  funds  purchased  of
$21,165.

     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.

                                       13
<PAGE>

     Shareholders'  equity on June 30, 2002 was $72,318,  an increase of $3,691,
or 5.38%,  from  $68,627 on December 31,  2001.  The  increase in  shareholders'
equity  primarily  reflects net income for the six months ended June 30, 2002 of
$5,236  ($0.77  per  share,  assuming  dilution).  This  increase  was offset by
quarterly  dividend  payments during the six months ended June 30, 2002 totaling
$1,637 ($0.24 per share).

     The Company's  primary  source of liquidity is dividends  paid by the Bank.
Applicable  Tennessee statutes and regulations impose restrictions on the amount
of dividends that may be declared by the Bank.  Further,  any dividend  payments
are subject to the  continuing  ability of the Bank to maintain  its  compliance
with  minimum  federal  regulatory  capital   requirements  and  to  retain  its
characterization under federal regulations as a "well-capitalized" institution.

     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 June 30,  2002,  the Company  and the Bank each  satisfied  their  respective
minimum regulatory  capital  requirements,  and the Bank was  "well-capitalized"
within the meaning of federal regulatory requirements. The capital ratios of the
Bank contained within the table below do not differ materially from those of the
Company.


================================================================================
                         Capital Ratios at June 30, 2002
--------------------------------------------------------------------------------
                                           Required
                                           Minimum                    Bank
                                            Ratio
--------------------------------------------------------------------------------
   Tier 1 risk-based capital                4.00%                     10.08%
--------------------------------------------------------------------------------
    Total risk-based capital                8.00%                     11.33%
--------------------------------------------------------------------------------
         Leverage Ratio                     4.00%                      8.57%
================================================================================

CHANGES IN RESULTS OF OPERATIONS

     NET INCOME.  Net income for the three months ended June 30, 2002 was $2,667
as  compared to $2,441 for the same period in 2001.  This  increase of $226,  or
9.3%,  resulted primarily from a $568, or 5.8%,  increase in net interest income
from  $9,794 for the three  months  ended June 30,  2001 to $10,362 for the same
period of 2002. This increase  resulted  principally from an increase in average
balances  of  interest-earning  assets  and a decline  in

                                       14
<PAGE>

average  balances  of  interest-bearing  liabilities.  The $226  increase in net
income also  reflected a $222, or 55.5%,  increase in other income from $400 for
the three months  ended June 30, 2001 to $622 for the same period of 2002.  This
increase  resulted  primarily from additional fees associated with the Company's
third-party  annuity sales program.  Offsetting these increases,  in part, was a
$321, or 4.6%,  increase in total noninterest  expense from $6,952 for the three
months  ended  June 30,  2001 to $7,273 for the same  period of 2002.  All three
categories of noninterest expense increased,  reflecting additional branches and
employees compared to the same period of the prior year. Finally,  the Company's
provision  for loan losses  increased  $201,  or 17.2%,  to $1,369 for the three
months  ended June 30, 2002 from $1,168 for the same period of 2001,  reflecting
primarily  additional  provisions  in the Bank due to  increases in average loan
balances.

     Net income for the six months ended June 30, 2002 was $5,236 as compared to
$5,349 for the same period in 2001. This decrease of $113, or 2.1%, is primarily
reflective  of an increase in total  noninterest  expense of $821,  or 6.1%,  to
$14,308 for the six months  ended June 30, 2002 from $13,487 for the same period
in the prior year. All components of total noninterest expense increased for the
six months ended June 30, 2002 as compared to the same period of 2001, primarily
for the same  reasons as set forth above with  respect to the three months ended
June 30, 2002. In addition,  the Company  incurred  additional  amortization  of
intangibles  associated with recent branch  acquisitions and had a non-recurring
reduction in other operating  expenses in the second half of 2001, both of which
increased  other  expenses for the six months ended June 30, 2002 as compared to
the same period of 2001.

     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 and six months ended
June 30, 2002,  net interest  income was $10,362 and $20,176,  respectively,  as
compared  to $9,794 and  $20,054,  respectively,  for the same  periods in 2001,
representing  an increase  of 5.8% and .6%,  respectively.  With  respect to the
three months ended June 30,  2002,  most of the increase in net interest  income
resulted from an increase in average balances of  interest-earning  assets and a
decline in average balances of interest-bearing liabilities, with the decline in
yield on average  balances of  interest-earning  assets more than offsetting the
decline  in cost of  average  balances  of  interest-bearing  liabilities.  As a
result,  the Company's net interest margin declined slightly in the three months
ended June 30,  2002 as  compared  to the same  period in 2001,  reflecting  the
Company's  slightly  asset-sensitive  interest rate risk position in a declining
interest  rate  environment.  However,  the  Company's  net interest  margin did
increase  sequentially  from the quarter ended March 31, 2002,  primarily due to
the cost decline of  interest-bearing  liabilities in the low rate  environment,
and marks the end of a trend which  existed  throughout  2001 and into the first
quarter of 2002. The Company believes its net interest margin has stabilized and
will continue in an upward trend if interest  rates begin to rise,  based on the
current mix of interest-earning assets and interest-bearing liabilities.

                                       15
<PAGE>

     As to the six  months  ended June 30,  2002,  the  slight  increase  in net
interest  income,  as compared  to the same period in the prior year,  primarily
reflected  an increase  and  decrease in volume of  interest-earning  assets and
interest-bearing   liabilities,   respectively,   offset  by  rate  declines  on
interest-earning   assets  which  exceeded  such  declines  on  interest-bearing
liabilities.

     PROVISION  FOR LOAN LOSSES.  During the three and six month  periods  ended
June 30,  2002,  loan  charge-offs  were  $1,459 and $3,240,  respectively,  and
recoveries  of  charged-off  loans  were  $374  and  $1,038,  respectively.  The
Company's  provision for loan losses  increased by $201,  or 17.2%,  and $69, or
2.6%,  to $1,369 and $2,676 for the three and six months ended June 30, 2002, as
compared to $1,168 and $2,607 for the same periods in 2001. In  accordance  with
this trend, the Company's allowance for loan losses increased by $474 to $11,695
at June 30,  2002 from  $11,221  at  December  31,  2001,  with the ratio of the
allowance  for loan losses to total loans  remaining  essentially  constant from
period  to  period.  As of June 30,  2002,  indicators  of  credit  quality,  as
discussed below,  appear  favorable  compared to December 31, 2001. The ratio of
allowance  for loan  losses to  nonperforming  assets was 118.37% and 112.89% at
June  30,  2002  and  December  31,  2001,   respectively,   and  the  ratio  of
nonperforming  assets to total  assets was 1.19% and 1.22% at June 30,  2002 and
December  31,  2001,  respectively.  The ratio of  nonperforming  loans to total
loans,  excluding  loans held for sale,  was .95% and .98% at June 30,  2002 and
December 31, 2001, respectively.

     The Company's  annualized net charge-offs for the six months ended June 30,
2002 were $4,404 compared to actual net charge-offs of $6,466 for the year ended
December 31, 2001.  Annualized net charge-offs in Superior Financial for the six
months  ended June 30, 2002 were $1,990  compared to actual net  charge-offs  of
$2,818 for the year ended December 31, 2001.  Annualized net  charge-offs in the
Bank for the six months  ended June 30, 2002 were $1,132  compared to actual net
charge-offs  of $2,610 for the year ended  December  31,  2001.  Annualized  net
charge-offs in GCB Acceptance for the six months ended June 30, 2002 were $1,282
compared to actual net  charge-offs  of $1,038 for the year ended  December  31,
2001.  At this point,  management  is unable to predict  whether  these  overall
favorable  trends will continue  during the remainder of 2002. If such trends do
not  continue,  net  charge-offs  in the Bank,  Superior  Financial  and/or  GCB
Acceptance could increase.

     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 and six months ended June 30, 2002
was $2,572 and  $5,159,  as compared to $2,391 and $4,707 for the same period in
2001.  Service  charges,  commissions  and fees remain the largest  component of
total non-interest  income and decreased only slightly from $1,991 for the three
months ended June 30, 2001 to $1,950 for the same period in 2002. However, other
income  increased $222, or 55.5%,  from $400 for the three months ended June 30,
2001 to $622 for the same period of 2002. This increase

                                       16
<PAGE>

resulted   primarily  from   additional   fees  associated  with  the  Company's
third-party annuity sales program.

     Service  charges,  commissions  and fees increased $147, or 4.0%, to $3,868
for the six months  ended June 30, 2002 from $3,721 for the same period in 2001.
This increase  primarily  reflects growth in service charges associated with the
Company's  checking  account  programs  principally  as a result of increases in
volume.  Other income  increased by $305, or 30.9%, to $1,291 for the six months
ended June 30, 2002 from $986 for the same period in 2001. Most of this increase
resulted from commissions  generated from the sale of annuity products and gains
on sales of fixed  assets,  offset,  in part,  by lower  revenue from  insurance
activities.

     NON-INTEREST EXPENSE.  Control of non-interest expense also is an important
aspect in enhancing 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 $7,273 and $14,308 for the three and six
months  ended June 30, 2002  compared to $6,952 and $13,487 for the same periods
in 2001. The $321, or 4.6%, increase in total non-interest expense for the three
months  ended June 30, 2002  compared to the same period of 2001  resulted  from
increases in all three categories of noninterest expense and primarily reflected
additional branches and employees compared to the same period of the prior year.
The $821, or 6.1%, increase in total non-interest expense to $14,308 for the six
months  ended June 30,  2002 from  $13,487 for the same period in the prior year
again  reflected  increases  in all  components  of total  noninterest  expense,
primarily  for the same  reasons as set forth  above  with  respect to the three
months  ended June 30,  2002.  In  addition,  the  Company  incurred  additional
amortization of intangibles  associated with recent branch  acquisitions and had
an  non-recurring  reduction in other  operating  expenses in the second half of
2001,  both of which  increased other expenses for the six months ended June 30,
2002 as compared to the same period of 2001.

     Personnel  costs are the  primary  element  of the  Company's  non-interest
expenses.  For the three and nine  months  ended  June 30,  2002,  salaries  and
benefits  represented $4,312, or 59.3%, and $8,540, or 59.7%,  respectively,  of
total non-interest  expense. This was an increase of $112, or 2.7%, and $216, or
2.7%,  over the $4,200 and  $8,324 for the three and six  months,  respectively,
ended June 30, 2001.  As the Company  increased  its size to 41 branches at June
30, 2002 from 39 branches at June 30, 2001,  the number of full-time  equivalent
employees increased 7.3% from 358 at June 30, 2001 to 384 at June 30, 2002.

     Primarily as a result of this overall increase in non-interest expense, the
Company's efficiency ratio was negatively affected,  as the ratio increased from
54.47%  at June 30,  2001 to  56.48%  at June 30,  2002.  The  efficiency  ratio
illustrates how much it cost the Company to generate  revenue;  for example,  it
cost the  Company  56.48  cents to  generate  one dollar of revenue  for the six
months ended June 30, 2002.

                                       17
<PAGE>

CHANGES IN FINANCIAL CONDITION

     Total  assets at June 30, 2002 were  $828,881,  an increase of $17,269,  or
2.1%, from total assets of $811,612 at December 31, 2001. The increase in assets
was primarily  reflective of the $36,843 increase in net loans,  excluding loans
held for sale,  and the $9,915 net increase in  securities,  as set forth on the
Condensed Consolidated Balance Sheet, which were funded, in part, by the $25,621
and $1,100 decline in federal funds sold and interest  bearing deposits in other
banks,  respectively.  The  remaining  funding for this  increase in assets came
primarily  from the $19,591  increase in federal funds  purchased and repurchase
agreements,  as deposits  actually  declined $5,048, or .8%, to $648,865 at June
30, 2002 from  $653,913 at December  31,  2001.  The deposit  decline  consisted
primarily  of  decreases in higher  costing  certificates  of deposits and money
market and savings  accounts,  offset,  in part,  by increases in lower  costing
transaction accounts.

     At June 30, 2002,  loans,  net of unearned  income and  allowance  for loan
losses,  were $708,169 compared to $671,326 at December 31, 2001, an increase of
$36,843, or 5.5%, from December 31, 2001. The increase in loans during the first
six months of 2002  primarily  reflects an increase  in  commercial  real estate
loans and residential  real estate loans.  While  management  believes that this
annualized  loan  growth  rate  of 11% is  attainable  for  2002,  it is  highly
dependent upon current national events including,  but not limited to, terrorism
threats and financial market turmoil, and the attendant effects on the national,
regional and local economies. Non-performing loans include non-accrual loans and
loans  90 or more  days  past  due.  All  loans  that  are 90 days  past due are
considered   non-accrual  unless  they  are  adequately  secured  and  there  is
reasonable  assurance of full collection of principal and interest.  Non-accrual
loans that 120 days past due  without  assurance  of  repayment  are charged off
against the allowance  for loan losses.  The Company has  aggressive  collection
practices in which senior  management is heavily  involved.  While the favorable
trend in nonaccrual  loans and loans past due 90 days and still  accruing  which
existed at March 31, 2002 proved to be expectedly unsustainable, such loans only
increased by $114, or 1.7%,  during the six months ended June 30, 2002 to $6,842
with the mix among loan  classifications  substantially  unchanged from December
31, 2001. Management believes that this level of nonaccrual loans and loans past
due  90  days  and  still   accruing  has   stabilized  and  will  not  increase
significantly.  However,  the condition of the regional and local  economies can
materially  affect the level of these  nonperforming  loans and such level could
increase if  economic  conditions  worsen.  At June 30,  2002,  the ratio of the
Company's  allowance for loan losses to  non-performing  assets  (which  include
non-accrual loans) was 118.37%.

     The Company  maintains an  investment  portfolio to provide  liquidity  and
earnings.  Investments  at June 30, 2002 with an amortized cost of $38,961 had a
market value of $39,219. At year-end 2001, investments with an amortized cost of
$29,297 had a market  value of $29,407.  This  increase  consists  primarily  of
short-term agency securities.

                                       18
<PAGE>

EFFECT OF NEW ACCOUNTING STANDARDS

     A new accounting  standard dealing with asset  retirement  obligations will
apply for 2003.  The Company does not believe this standard will have a material
affect on its financial position or results of operations.

     Effective January 1, 2002, the Company adopted a new standard on impairment
and disposal of long-lived  assets. The effect of this on the financial position
and results of operations of the Company is not material.

                                       19
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
        MARKET RISK

A comprehensive  qualitative and quantitative analysis regarding market risk was
disclosed in the Company's  December 31, 2001 Form 10-K. No material  changes in
the  assumptions  used or results  obtained from the model have  occurred  since
December 31, 2001.

Actual results for the year ending  December 31, 2002 will differ from simulated
results due to timing,  magnitude,  and frequency of interest  rate changes,  as
well as changes in market conditions and management strategies.

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 and Use of Proceeds

          None.


Item 3.   Defaults upon Senior Securities

          None.


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

          (a)   The Annual Meeting  of  Shareholders  of the Company was held on
                April 24, 2002.

          (b)   Not Applicable

          (c)   The  following  proposals were considered by shareholders at the
                Annual Meeting:

                                       20
<PAGE>

         Proposal  1 - Election  of  Directors
         -------------------------------------
         The following directors were re-elected:

                                                 Votes
                             ------------------------------------------------
                                                                    Broker
                                For         Against     Abstain    Non-Votes
                             ---------      -------     -------    ---------
          Bruce Campbell     4,481,156         0         9,790        0
          Jerald K. Jaynes   4,480,256         0        10,690        0
          R. Stan Puckett    4,484,126         0         6,820        0

         Proposal 2 - Amendment to the Company's Amended and Restated Charter to
         -----------------------------------------------------------------------
         decrease the par value of the Common Stock to $2.00 per share.
         --------------------------------------------------------------

                                                  Votes
                             ------------------------------------------------
                                                                    Broker
                                For         Against     Abstain    Non-Votes
                             ---------      -------     -------    ---------
                             4,153,216      199,670     138,060        0


Item 5.   Other Information

          None.


Item 6.   Exhibits and Reports on Form 8-K

          (a)Exhibits

          None


          (b)Reports on Form 8-K

          The  Company  filed a Form 8-K on June 21,  2002  for the  purpose  of
          reporting  that  Kent  Vaught  had  been  named  as  President,  Chief
          Operating  Officer  and  Director  of both the  Company and its wholly
          owned  subsidiary,  Greene  County Bank,  a Tennessee  state-chartered
          bank. No financial statements were filed with the Form 8-K.

                                       21
<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.



                           Greene County Bancshares, Inc.
                           ------------------------------
                                    Registrant



Date: 08/09/02             By:  /s/ R. Stan Puckett
     -------------             -------------------------------------------------
                                    R. Stan Puckett
                                    Chairman and Chief Executive Officer
                                    (Duly authorized representative)


Date: 08/09/02              /s/     William F. Richmond
     -------------         -----------------------------------------------------
                                    William F. Richmond
                                    Sr. Vice President and Chief Financial
                                    Officer (Principal financial and accounting
                                    officer)

                                       22