<PAGE>   1

                                  FORM 10-Q/A


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


For Quarter ended September 30, 1995                      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 615/639-5111
                                                   ------------

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: 442,444.





                                       1
<PAGE>   2

                         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 - September 30 1995 and December
           31, 1994.

         Condensed Consolidated Statements of Earnings - For the three months
           ended September 30, 1995 and 1994 and for the nine months ended
           September 30, 1995 and 1994.

         Condensed Consolidated Statement of Stockholders' Equity for the nine
           months ended September 30, 1995.

         Condensed Consolidated Statements of Cash Flows - For the nine months
           ended September 30, 1995 and 1994.

         Notes to Condensed Consolidated Financial Statements.





                                       2
<PAGE>   3
                GREENE COUNTY BANCSHARES, INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheets
                    September 30, 1995 and December 31, 1994

<TABLE>
<CAPTION>
                                                                (Unaudited)       *
                                                                September 30, December 31,
                                                                    1995         1994
                              ASSETS                                  (In Thousands)
                              ------                              --------     --------
<S>                                                               <C>          <C>
Cash and Due from Banks                                           $ 12,737     $ 15,086
Federal Funds sold                                                   9,500        3,550

Securities available-for-sale                                       33,381       38,109
Securities held-to-maturity (with a market value of $34,379
  on September 30, 1995 and $32,215 on December 31, 1994)           34,106       32,265

Loans                                                              284,976      244,700
  Less: Allowance for Loan Losses                                    3,880        3,447
                                                                  --------     --------

  Net Loans                                                        281,096      241,253
                                                                  --------     --------

Bank Premises and Equipment, Net of
    Accumulated Depreciation                                         7,939        7,042
Other Assets                                                        10,287        8,220
                                                                  --------     --------

    Total Assets                                                  $389,046     $345,525
                                                                  ========     ========


               LIABILITIES AND STOCKHOLDERS' EQUITY
               ------------------------------------

Deposits                                                          $335,646     $298,162
Federal funds purchased and Securities
  sold under agreements to repurchase                                4,774        3,879
Other Borrowings                                                     3,509        3,688
Other Liabilities                                                    3,282        2,606
                                                                  --------     --------

    Total Liabilities                                              347,211      308,335
                                                                  --------     --------

Common Stock Subject to Rescission(5,009 shares)                       851            0
                                                                  --------     --------


                       STOCKHOLDERS' EQUITY
                       --------------------

Common Stock, par value $10, authorized 1,000,000 shares;
    issued and outstanding 442,444 and 442,444 shares on
    September 30, 1995 and December 31, 1994                         4,424        4,424
Surplus                                                              2,915        2,915
Retained Earnings                                                   33,653       30,442
Net unrealized holding gains (losses) on
    available-for-sale securities                                       (8)        (591)
                                                                  --------     --------

    Total Stockholders' Equity                                      40,984       37,190
                                                                  --------     --------

                                                                  $389,046     $345,525
                                                                  ========     ========
</TABLE>


* Condensed from Audited Financial Statements.
                See accompanying notes to Condensed Consolidated
                        Financial Statements(Unaudited).


                                       3

<PAGE>   4
                GREENE COUNTY BANCSHARES, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Earnings
                 Three Months Ended September 30, 1995 and 1994
               and Nine Months Ended September 30, 1995 and 1994

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                          Three Months      Nine Months
                                                             Ended             Ended
                                                          September 30      September 30
(Dollars in thousands except per share data)             1995     1994     1995     1994
--------------------------------------------             ----     ----     ----     ----
<S>                                                    <C>       <C>     <C>      <C>
Interest Income:
  Interest and Fees on Loans                            $7,106   $5,032  $19,902  $13,832
  Interest on Investment Securities                      1,024      955    3,082    3,285
  Interest on Federal Funds Sold                            92       76      381      165
                                                        ------   ------  -------  -------
                       Total Interest Income             8,222    6,063   23,365   17,282

Interest Expense:
  Interest on Deposits                                   3,371    2,015    9,335    5,662
  Interest on Short Term Borrowings                        104      117      325      306
                                                        ------   ------  -------  -------
                      Total Interest Expense             3,475    2,132    9,660    5,968
                                                        ------   ------  -------  -------
                         Net Interest Income             4,747    3,931   13,705   11,314

Provision for Loan Losses                                  182      105      493      277
                                                        ------   ------  -------  -------

  Net Interest Income after
     Provision for Loan Losses                           4,565    3,826   13,212   11,037
                                                        ------   ------  -------  -------

Other Income:
  Income from Fiduciary Activities                          10       11       28       41
  Service Charges on Deposit Accounts                      430      415    1,326    1,248
  Security Gains(Losses)                                     0       33        6      (35)
  Other Income                                             180       89      734      300
                                                        ------   ------  -------  -------
                                                           620      548    2,094    1,554
Other Expenses:
  Salaries and Employee Benefits                         1,632    1,195    4,396    3,396
  Premises and Fixed Assets Expense                        483      293    1,247      864
  Other Operating Expenses                                 641      849    2,353    2,354
                                                        ------   ------  -------  -------
                                                         2,756    2,337    7,996    6,614
                                                        ------   ------  -------  -------
Earnings Before Income Taxes                             2,429    2,037    7,310    5,977

Income Taxes                                               933      786    2,763    2,193
                                                        ------   ------  -------  -------

Net income                                              $1,496   $1,251  $ 4,547  $ 3,784
                                                        ======   ======  =======  =======



Average Number of Shares Outstanding                   446,282  442,253  445,110  442,253
Per Share of Common Stock:
  Net Earnings                                          $ 3.35   $ 2.83  $ 10.22  $  8.56
                                                        ======   ======  =======  =======
  Dividends                                             $ 1.00   $ 0.88  $  3.00  $  2.64
                                                        ======   ======  =======  =======
</TABLE>


                See accompanying notes to Condensed Consolidated
                        Financial Statements(Unaudited).


                                       4
<PAGE>   5
                         GREENE COUNTY BANCSHARES, INC.
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995


                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                                  Net
                                                                                               Unrealized
                                                                                              Depreciation
                                                                                              on Available
                                                            Common               Retained       for sale
                                                             Stock    Surplus    Earnings      Securities      Total
                                                             -----    -------    --------      ----------      -----
 <S>                                                        <C>       <C>         <C>            <C>          <C>
 January 1, 1995                                            $4,424    $2,915      $30,442        $(591)       $37,190


 Net income                                                    -         -          4,547           -           4,547


 Change in unrealized depreciation,
  net of tax                                                   -         -            -            583            583


 Dividends paid                                                -         -         (1,336)          -          (1,336)
                                                            ------    ------      -------        -----        -------


 September 30, 1995                                         $4,424    $2,915      $33,653        $  (8)       $40,984
                                                            ======    ======      =======        =====        =======
</TABLE>


                See accompanying notes to Condensed Consolidated
                        Financial Statements(Unaudited).


                                       5
<PAGE>   6

                        GREENE COUNTY BANCSHARES, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED 9/30/95 AND 9/30/94

<TABLE>
<CAPTION>
                                          (In Thousands)                                        Nine Months Ended

                                                                                             Sept 30,          Sept 30,
                                                                                               1995              1994
                                                                                               ----              ----
<S>                                                                                          <C>               <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES:                                                   $ 4,547           $ 3,784
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Provision for Loan Losses                                                                  493               277
      Provision for Depreciation & Amortization                                                  500               387
      Amortization of investment security
        discounts, net of accretion                                                              256               828
      Increase in interest receivable                                                           (852)             (347)
      Decrease in unearned income                                                               (372)           (1,214)
      Increase in other assets                                                                (2,067)             (943)
      Increase in Accrued Interest Payable
        and other                                                                              3,069             8,384 
                                                                                             -------           -------
      Net cash provided by operating activities                                                5,574            11,156 
                                                                                             -------           -------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Net (increase) decrease of securities
        and federal funds                                                                     (3,063)           12,341
      Net increase in loans                                                                  (39,843)          (30,236)
      Proceeds (improvements) from other real estate
        owned                                                                                 (1,751)            1,020
      Fixed assets additions                                                                  (1,160)             (911)
                                                                                             -------           -------
      Net cash used by investing activities                                                  (45,817)          (17,786)
                                                                                             -------           -------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Net increase in demand deposits, NOW,
        money market and savings accounts                                                     37,484            16,629
      Cash dividends paid                                                                     (1,336)           (1,168)
      Increase (decrease) in securities
        sold under agreements to repurchase                                                      895            (1,680)
      Proceeds from sale of common stock                                                          -                 14
      Proceeds from issuance of common stock subject
        to rescission                                                                            851               -   
                                                                                             -------           -------
      Net cash provided by financing activities                                               37,894            13,795 
                                                                                             -------           -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                              (2,349)            7,165
CASH AND CASH EQUIVALENTS AT JANUARY 1                                                        15,086            11,020 
                                                                                             -------           -------
CASH AND CASH EQUIVALENTS AT SEPTEMBER 30                                                    $12,737           $18,185
                                                                                             =======           =======
</TABLE>

          See accompanying notes to Condensed Consolidated Financial
                            Statements(Unaudited)



                                       6
<PAGE>   7
                         GREENE COUNTY BANCSHARES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1-PRINCIPLES OF CONSOLIDATION AND PRESENTATION

The consolidated financial statements include the accounts of Greene County
Bancshares, Inc. (the "Company") and its wholly owned subsidiaries, Greene
County Bank and American Fidelity Bank. All material intercompany balances and
transactions have been eliminated in the consolidation.

SUMMARY OF ACCOUNTING POLICIES

The accompanying Condensed Consolidated Financial Statements have been
prepared, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations.

In the opinion of management, the accompanying financial statements contain all
adjustments, consisting only of normal recurring accruals, necessary to
summarize fairly the consolidated financial position of the Company as of
September 30, 1995 and the results of operations, stockholders' equity and cash
flows for the periods presented.


2-ALLOWANCE FOR LOAN LOSSES

Transactions in the Allowance for Loan Losses were as follows:
<TABLE>
<CAPTION>
                                                Nine Months
                                                   Ended
                                               September 30,
          (In thousands)                       1995     1994
          --------------                       ----     ----
<S>                                           <C>      <C>
Balance, January 1                            $3,447   $ 2,962

Add(Deduct):
 Losses charged to allowance                    (436)   (1,067)
 Recoveries credited to allowance                376       522
 Provision for loan losses                       493       277
                                              ------   -------

Balance, September 30                         $3,880   $ 2,694
                                              ======   =======
</TABLE>


                                       7
<PAGE>   8

3-COMMON STOCK SUBJECT TO RESCISSION

On May 31, 1995, the Company forwarded a letter to several hundred potential
subscribers for common stock of the Company. The response to the letter
resulted in a sale of 5,009 shares of the Company's common stock to 192 new
shareholders(the "New Shareholders"). The Company received approximately
$851,530 in payment for the newly issued common shares. No commissions or other
fees were paid or received by the Company or any other person in connection
with the sale of such shares. The Company is making a rescission offer to the
New Shareholders(the "Rescission Offer"). The need for the Rescission Offer
arises from the sale of the common stock to the New Shareholders without
registration with the Securities and Exchange Commission and the necessary
state securities divisions or the availability of an exemption from
registration.

In the Rescission Offer, the Company is offering to rescind the sale of the
shares issued to the New Shareholders and to refund the consideration paid for
such shares, plus interest from the date of payment through the date the
Company receives notice of a New Shareholder's election to rescind, less any
amount of income received on such stock by the New Shareholders. The Rescission
Offer is being made pursuant to the applicable securities laws in the states in
which the New Shareholders reside. Simultaneously with the Rescission Offer,
the Company is registering these shares of common stock in order that if the
New Shareholders determine that they desire to retain the common shares, they
will be appropriately registered.





                                       8
<PAGE>   9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of financial condition
and results of operations of Greene County Bancshares, Inc. and Subsidiaries
(the "Company") for the nine month periods and three month periods ended as of
September 30, 1995 and 1994, respectively. The Company is not aware of any
recommendations by the bank regulatory authorities which if implemented would
have a material effect on the issuer's liquidity, capital resources or
operations.


Earnings

Greene County Bancshares, Inc. earnings for the three months and nine months
ended September 30, 1995 were $1,496,000 and $4,547,000, respectively. This
represents a 19.6 % and a 20.2% increase when compared to $1,251,000 and
$3,784,000 earnings for the respective periods in 1994.


Net Interest Income

The largest source of earnings for the Company is net interest income, which is
the difference between interest income on interest bearing 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 earning
assets and interest-bearing liabilities, and the ability to respond to changes
in interest rates through asset/liability management. During the three and nine
months ended September 30, 1995, net interest income after provision for loan
losses, was $4,565,000 and $13,212,000, respectively, as compared to $3,826,000
and $11,037,000 for the same periods in 1994, increases of 19.3% and 19.7%,
respectively. The increases are primarily attributable to an increase in volume
of earning assets and only small increases in the effective rates paid on
interest bearing deposits.

Loans produced the largest component of interest income, contributing
$7,106,000 and $19,902,000 for the three and nine months ended September 30,
1995, respectively, as compared to $5,032,000 and $13,832,000 for the same
periods in 1994, representing increases of 41.2% and 43.9%, respectively. The
increases are attributable to both rate and volume increases of earning assets.

Earnings on securities and federal funds sold provided the balance of interest
income, producing $1,116,000 and $3,463,000 for the three and nine month
periods ended September 30, 1995, respectively, as compared to $1,031,000 and
$3,450,000 for the same periods in 1994.


                                       9
<PAGE>   10
Total interest expense for the Company increased 62.3% and 61.9% during the
three and nine month periods ended September 30, 1995, respectively, as
compared to the same periods in 1994. Interest expense consisted primarily of
interest paid on deposits which totaled $3,475,000 and $9,660,000 during the
three and nine months ended September 30, 1995, respectively, as compared to
$2,132,000 and $5,968,000 for the same periods in 1994. The cost of interest
bearing liabilities increased due to both rate and volume increases.

The deregulation of interest rates has given banks more opportunity to attract
deposits and has created a public which is more interest rate sensitive. As a
result, banks are paying interest on a continually increasing portion of their
deposit base. The Company's ability to maintain a favorable spread between
interest income and interest expense is a major factor in generating earnings;
therefore, it is necessary to effectively manage earning assets and interest-
bearing liabilities. As the percentage of interest-bearing deposits compared to
total deposits increases and rates become more competitive, it becomes
increasingly more difficult to maintain the Company's spread.


Non-interest Income and Expense

Income that is not related to interest-bearing assets, consisting primarily of
service charges, commissions and fees, has become more important as increases
in levels of interest-bearing deposits make it more difficult to maintain net
interest income spreads.

Total other income for the three and nine month periods ended September 30,
1995 was $620,000 and $2,094,000, respectively, as compared to $548,000 and
$1,554,000 for the same periods in 1994. The increases of 13.1% and 34.8%
resulted in part from an increase in service charges on deposit accounts and
commissions earned.

Control of operating expenses is also an important aspect in managing net
income. Operating expenses include personnel, occupancy, and other expenses
such as data processing, printing and supplies, legal and professional fees,
postage, Federal Deposit Insurance Corporation ("FDIC") assessment, etc.. Total
other operating expenses were $2,756,000 and $7,996,000 for the three and nine
month periods ended September 30, 1995, respectively, as compared to $2,337,000
and $6,614,000 for the same periods in 1994. Personnel costs are the primary
element of the Company's other operating expenses. During the three and nine
months ended September 30, 1995 salaries and benefits represented $1,632,000
and $4,396,000 of other operating expenses, respectively. This was an increase
of $437,000 and $1,000,000 or 36.6% and 29.4% over the same periods in 1994.
These increases were due to opening new branches requiring increased staff
levels, and increased employee benefit costs, including health insurance and
pension costs.


                                       10
<PAGE>   11
Other operating expenses during the three and nine month periods ended
September 30, 1995 were $1,124,000 and $3,600,000, a decrease of $18,000 and an
increase of $400,000, respectively, from the same periods in 1994.


Loans

At September 30, 1995, loans, net of unearned income and allowance for loan
losses, were $281.1 million compared to $241.3 million for the same period in
1994. This increase is primarily due to increases in commercial lending.
Nonaccrual Loans increased by $236,382 during the nine months period ended
September 30, 1995. This change is deemed to be immaterial by management.


Provision and Allowance for Loan Losses

Because the loan portfolio represents the Company's largest earning asset, the
Company continually monitors the quality of its loan portfolio. Greene County
Bancshares, Inc. operates in a diverse economy of manufacturing and agriculture
and, accordingly, most loans are made to commercial enterprises or consumers
who are directly supported by these enterprises. During the three and nine
months period ended September 30, 1995, Greene County Bancshares, Inc. charged-
off $173,000 and $436,000 in loans, and recovered $90,000 and $376,000 in
charged-off loans, respectively. All loans identified by management or
regulatory authorities as losses are charged-off against the allowance for loan
losses. All other loans classified for regulatory purposes do not require
disclosure since in management's opinion they do not (i) represent or result
from trends or uncertainties which management expects to materially impact
future operating results, liquidity or capital resources, or (ii) represent
material credits which cause management to have serious doubts as to the
ability of such borrowers to comply with the loan repayment terms. The
Company's allowance for loan losses increased to $3,880,000 at September 30,
1995 from $2,694,000 for the same period in 1994. This increase is due to an
overall increase in the total loan portfolio.


Investments

The Company maintains an investment portfolio to provide liquidity and
earnings. Investments at September 30, 1995 with a carrying value of $67.5
million had a market value of $67.8 million. During the same period in 1994,
investments totaled $76.4 million with a market value of $76.4 million. This
decrease was used to fund increases in the loan portfolio.


                                       11
<PAGE>   12
In 1993, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 115 (SFAS 115), "Accounting for Certain
Investments in Debt and Equity Securities." SFAS 115 requires that investments
in certain debt and equity securities be classified as either Held to Maturity
(reported at amortized cost), Trading (reporting at fair value with unrealized
gains and losses included in earnings), or Available for Sale (reported at fair
value with unrealized gains and losses excluded from earnings and reported as a
separate component of stockholders' equity). SFAS 115 was required to be
implemented for fiscal years beginning after December 15, 1993. Management
adopted SFAS 115 on January 1, 1994 and currently classifies a portion of the
portfolio as available for sale.


Deposits

The funds to support the Company's asset growth have been provided by increased
deposits, which amounted to $335.6 million at September 30, 1995. This
represents a 18.2% increase from the deposits at September 30, 1994 of $283.9
million. The increase is primarily the result of Greene County Bancshares, Inc.
aggressive efforts to attract new time deposit customers, along with the
opening of new branches.



Stockholders' Equity and Capital Adequacy

Sufficient levels of capital are necessary to sustain growth and absorb losses.
The Company exceeds all regulatory capital requirements. The Company's primary
source of new capital is undivided profits.

The Federal Reserve Board, the FDIC and other agencies which regulate financial
institutions have adopted capital adequacy standards applicable to financial
institutions. These standards are intended to reflect the degree of risk
associated with both on and off balance sheet items and to assure that even
those institutions that invest predominately in low risk assets, maintain a
certain minimum level of capital. The following table provides the Company's
best collective understanding of the regulatory capital requirements as
currently published. These understandings are based upon regulations,
guidelines and interpretations now in effect or proposed, all of which are
subject to change.


                                       12
<PAGE>   13

<TABLE>
<CAPTION>
                                                   Capital Ratio's at
                                                   September 30, 1995
                                           ---------------------------------
                                           Required
                                           Minimum                 Company's
                                             Ratio                   Ratio
                                           ---------------------------------
  <S>                                        <C>                     <C>
  Tier 1 risk-based capital                  4.00%                   14.56%
  Total risk-based capital                   8.00%                   15.91%
  Leverage Ratio                             3.00%                   10.53%
</TABLE>

The Company believes it was in compliance with all minimum regulatory capital
guidelines at September 30, 1995 and continues to be so.


Liquidity and Growth

Liquidity refers to the ability of the Company to generate sufficient funds to
meet its financial obligations and commitments without significantly impacting
net interest income. One of the Company's objectives is to maintain a high
level of liquidity, and this goal continues to be met. Maintaining liquidity
ensures that funds will be available for reserve requirements, customer demand
for loans, withdrawal of deposit balances and maturities of other deposits and
liabilities. These obligations can be met by existing cash reserves of funds
from maturing loans and investments, but in the normal course of business are
met by deposit growth. Increased deposits and retained earnings are also the
sources for the Company's continued growth of liquidity.


During the nine month period ended September 30, 1995, operating activities of
the Company provided $5,574,000 of cash flow. Net income of $4,547,000,
adjusted for non-cash operating activities, provided the majority of cash
generated from operations.

Investing activities, predominantly lending, used $45,817,000 of the Company's
cash flow. This resulted in a $3,063,000 net increase in the investment
portfolio whereas loans originated, net of principal collected, used
$39,843,000 in funds.

Net cash inflows of $37,894,000 were provided by financing activities. Net
deposit growth accounted for $37,484,000 of the increase, along with an
increase in securities sold under agreements to repurchase of $895,000, and the
sale of common stock subject to rescission of $851,000. Offsetting this
increase were the cash dividends paid to shareholders of $1,336,000.


                                       13
<PAGE>   14
The Company's liquid assets include investment securities, federal funds sold,
and cash and due from banks. These assets represented 26.7% of total deposits
at September 30, 1995, a decrease from 33.3% at September 30, 1994.


Interest Sensitivity

Deregulation of interest rates and short-term, interest-bearing deposits which
are more volatile have created a need for shorter maturities of earnings
assets. An increasing percentage of commercial and installment loans are being
made with variable rates or shorter maturities to increase liquidity and
interest rate sensitivity. The difference between interest sensitive asset and
interest sensitive liability repricing within time periods is referred to as
the interest rate sensitivity gap. Gaps are identified as either positive
(interest sensitive assets in excess of interest sensitive liabilities) or
negative (interest sensitive liabilities in excess of interest sensitive
assets).


                                       14
<PAGE>   15
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. In the
         opinion of management, the ultimate disposition of these matters will
         not have a material adverse effect on the Company's Consolidated
         Financial Position or Results of Operation.


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) 27  Financial Data Schedule (for SEC use only).

         (b) None.


                                       15
<PAGE>   16
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:  3/15/96                                    /s/ R. Stan Puckett
     -----------                                 -------------------------------
                                                 R. Stan Puckett
                                                 President and CEO



Date:  3/15/96                                    /s/ William F. Richmond
     -----------                                 -------------------------------
                                                 William F. Richmond, Sr. Vice
                                                 President, Chief Financial and
                                                 Accounting Officer





                                       16