**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-Q/A**


(Amendment
      No. 1)




(Mark
      One)




x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




**For
      the quarterly period ended June 30, 2005**




OR


o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




For
      the
      transition period from _____________________ to ________________




Commission
      file number  **0-14289**




**GREENE
      COUNTY BANCSHARES, INC.**


(Exact
      name of registrant as specified in its charter)




**Tennessee**
            
            **62-1222567**(State
                or other jurisdiction of
            
            (I.R.S.
                Employer Identification No.)incorporation
                or organization)**100
                North Main Street, Greeneville, Tennessee**
            
            **37743-4992**(Address
                of principal executive offices)
            
            (Zip
                Code)


Registrant's
      telephone number, including area code: **(423)
      639-5111**




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
o




Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Act.) YES x 
      N O
o




As
      of
      July 29, 2005, the number of shares outstanding of the issuer’s common stock
      was: 7,651,016.








**EXPLANATORY
        NOTE**


Greene
        County Bancshares, Inc., a Tennessee corporation (the "Company"), is filing
        this
        Amendment No. 1 (the "Amendment No. 1") to its Quarterly Report on Form 10-Q
        for
        the quarter ended June 30, 2005, as filed with the Securities and Exchange
        Commission on August 1, 2005 (the "Original Form 10-Q"), to correct a
        typographical error related to its effective income tax rate for the six
        months
        ended June 30, 2005 in Item 2 of Part I of the Original Form 10-Q and to
        reflect
        that the Company has withdrawn its confidential treatment request with respect
        to the Branch Purchase and Assumption Agreement dated as of July 20, 2005
        by and
        between the Company’s wholly-owned bank subsidiary, Greene County Bank, and Old
        National Bank. Except as identified above, no other amendments or changes
        to the
        Original Form 10-Q are made by this Amendment No. 1 and the remainder of
        the
        Original Form 10-Q shall remain in effect as of the date of filing of the
        Original Form 10-Q. Additionally, this Amendment No. 1 does not purport to
        provide an update or discussion of any other developments subsequent to the
        filing of the Original Form 10-Q.




-1-




**ITEM
                2.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS**





**Forward-Looking
      Statements**





**This
      Quarterly Report on Form 10-Q contains forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
      Securities Exchange Act of 1934. Forward-looking statements, which are based
      on
      assumptions and estimates and describe our future plans, strategies and
      expectations, are generally identifiable by the use of the words
“anticipate,”“will,”“believe,”“may,”“could,”“would,”“should,”“estimate,”“expect,”“intend,”“seek,”
      or similar expressions. These forward-looking statements may address, among
      other things, the Company's business plans, objectives or goal for future
      operations or expansion, the Company's forecasted revenues, earnings, assets
      or
      other measures of performance, or estimates of risks and future costs and
      benefits. Although these statements reflect the Company's good faith belief
      based on current expectations, estimates and projections, they are subject
      to
      risks, uncertainties and assumptions and are not guarantees of future
      performance. Important factors that could cause actual results to differ
      materially from the forward-looking statements we make in this Quarterly Report
      on Form 10-Q include, but are not limited to, the
      following:**




**●**
            **the
                Company's potential growth, including its entrance or expansion into
                new
                markets, and the need for sufficient capital to support that
                growth;**




**●**
            **changes
                in the quality or composition of the Company's loan or investment
                portfolios, including adverse developments in borrower industries
                or in
                the repayment ability of individual borrowers or
                issuers;**




**●**
            **an
                insufficient allowance for loan losses as a result of inaccurate
                assumptions;**




**●**
            **changes
                in interest rates, yield curves and interest rate spread
                relationships;**




**●**
              **the
                  strength of the economies in the Company's target market areas,
                  as well as
                  general economic, market or business conditions;**
 
 **●**
              **changes
                in demand for loan products and financial
                services;**
 
 **●**
              **increased
                competition or market
                concentration;**
 
 **●**
              **concentration
                of credit exposure;**
 
 **●**
              **new
                state or federal legislation, regulations, or the initiation or outcome
                of
                litigation; and**
 
 **●**
              **other
                circumstances, many of which may be beyond the Company's control.**


**If
      one or more of these risks or uncertainties materialize, or if any of the
      Company's underlying assumptions prove incorrect, the Company's actual results,
      performance or achievements may vary materially from future results, performance
      or achievements expressed or implied by these forward-looking statements. All
      forward-looking statements included in this Quarterly Report on Form 10-Q are
      expressly qualified in their entirety by the cautionary statements in this
      section. The Company does not intend to and assumes no responsibility for
      updating or revising any forward-looking statements contained in or incorporated
      by reference into this Quarterly Report on Form 10-Q, whether as a result of
      new
      information, future events or otherwise.**





-2-


**Presentation
      of Amounts**





**All
      dollar amounts set forth below, other than per-share amounts, are in thousands
      unless otherwise noted.**





**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. The Company is the second largest bank
      holding company headquartered in Tennessee. The Bank currently maintains a
      main
      office in Greeneville, Tennessee and 42 full-service bank branches primarily
      in
      East and Middle Tennessee. 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 which has its main office in Knox
      County, Tennessee, and a trust and money management function doing business
      as
      Presidents Trust from an office in Wilson County, Tennessee.





**Growth
      Strategy**





The
      Company expects that, over the intermediate term, its growth from mergers and
      acquisitions, including acquisitions of both entire financial institutions
      and
      selected branches of financial institutions, will continue. De novo branching
      is
      also expected to be a method of growth, particularly in high-growth and other
      demographically desirable markets. Since 2003, the Company has focused on
      bringing its community-focused style of banking to Middle Tennessee, including
      the Nashville metropolitan statistical area, and on continuing its growth in
      the
      Knoxville metropolitan statistical area.





On
      November 21, 2003, the Company entered the Middle Tennessee market by completing
      its acquisition of Gallatin, Tennessee-based Independent Bankshares Corporation
      ("IBC"). IBC was the bank holding company for First Independent Bank, which
      had
      four offices in Gallatin and Hendersonville, Tennessee, and Rutherford Bank
      and
      Trust, with three offices in Murfreesboro and Smyrna, Tennessee. First
      Independent Bank and Rutherford Bank and Trust were subsequently merged with
      the
      Bank, with the Bank as the surviving entity.




On
      November 15, 2004 the Company established banking operations in Nashville,
      Tennessee, in Davidson County, with the opening of a full-service branch
      operating under the name of Middle Tennessee Bank & Trust. This new branch,
      like all of the Bank’s bank brands, operates within the Bank’s structure. This
      new branch expanded the Company’s presence in the Middle Tennessee market and
      helped fill in the market between Sumner and Rutherford Counties. In 2005,
      Middle Tennessee Bank & Trust has opened a new branch in Williamson County,
      Tennessee and expects to open another new branch in Davidson County, Tennessee
      by the end of 2005.




The
      Company opened a new branch in Knoxville, Tennessee in late 2003 and expects
      that it will open its second branch in that city during the first-half of
      2006.




On
      December 10, 2004 the Company purchased three full-service branches from
      National Bank of Commerce located in Lawrence County Tennessee. This purchase
      (“NBC transaction”) adds to the Bank’s presence in Middle
      Tennessee.





Following
      the end of the quarter ended June 30, 2005, the Bank agreed to purchase five
      bank branches in Clarksville, Tennessee from Old National Bank, Evansville,
      Indiana. These branches had approximately $172,000 in deposits and approximately
      $120,000 in loans at June 30, 2005. The consummation of this transaction is
      subject to the satisfaction of various customary closing conditions, including
      the receipt of required regulatory approvals, and is expected to occur in the
      fourth quarter of 2005.





**Overview**





The
      Company's results of operations for the second quarter and the six-month period
      ended June 30, 2005, compared to the same periods in 2004, reflected an increase
      in interest income due primarily to loan growth as a result of the Company’s
      expansion initiatives, offset, in part, by an increase in interest expense
      as a
      result of increased deposit levels resulting from its expansion efforts and
      competitive deposit pricing pressures.





-3-


The
      increase in net interest income was also offset, in part, by an increase in
      noninterest expense which was reflective of the Company’s expansion efforts into
      Middle Tennessee and the Company's branch expansion in its Knoxville, Tennessee
      market as well as expenses associated with the establishment of the Company's
      High Performance Checking Program. Noninterest income also increased for both
      the three and six months ended June 30, 2005 as compared to the comparable
      periods in 2004 as a result of increased deposit service charges and
      Non-Sufficient Funds (“NSF”) fees resulting from the Company's expansion efforts
      and recently introduced High Performance Checking Program.





The
      Company's net interest margin for the quarter and six months ended June 30,
      2005
      continued to experience compression as a result of deposit pricing pressures
      that the Company continued to experience as it aggressively attempted to
      generate deposits to support its loan growth and as deposit growth outpaced
      loan
      growth for the six months ended June 30, 2005 following the implementation
      of
      the Company's High Performance Checking Program. The Company's net interest
      margin also experienced compression as a result of the Company's competitive
      pricing of its loans particularly in its Middle Tennessee market and its
      emphasis on originating more traditional loans while controlling the growth
      of
      its higher-yielding subprime loans at its non-bank subsidiaries. The Company
      believes that if interest rates remain stable it will continue to experience
      compression in its net interest margin for the remainder of 2005 as a result
      of
      loan and deposit pricing pressures but that if interest rates continue to rise,
      based on the Company's current mix of interest-earning assets and
      interest-bearing liabilities, the Company believes its net interest margin
      will
      begin to increase.





At
      June
      30, 2005, the Company had total consolidated assets of approximately $1,374,000,
      total consolidated deposits of approximately $1,148,000, total consolidated
      net
      loans, net of unearned income and allowance for loan losses, of approximately
      $1,142,000, and total consolidated shareholders' equity of approximately
      $113,500. The Company's annualized return on average shareholders' equity for
      the three and six months ended June 30, 2005, was 13.11% and 11.86%,
      respectively and its return on average total assets for the same periods was
      1.11% and 1.02%, respectively. The Company expects that its total assets, total
      consolidated deposits, total consolidated net loans and total shareholders'
      equity will continue to increase over the remainder of 2005 as a result of
      its
      expansion efforts, including its branch expansion in Middle Tennessee
      and
      its anticipated acquisition of the five bank branches in Clarksville, Tennessee
      from Old National Bank, which is expected to close in the fourth quarter of
      2005.





**Critical
      Accounting Policies and Estimates**




The
      Company’s consolidated financial statements and accompanying notes have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America. The preparation of these financial statements requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities, the disclosure of contingent assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenue and
      expenses during the reported periods.





Management
      continually evaluates the Company’s accounting policies and estimates it uses to
      prepare the consolidated financial statements. In general, management’s
      estimates are based on historical experience, information from regulators and
      third party professionals and various assumptions that are believed to be
      reasonable under the facts and circumstances. Actual results could differ
      significantly from those estimates made by management.





The
      Company believes its critical accounting policies and estimates include the
      valuation of the allowance for loan losses and the fair value of financial
      instruments and other accounts. Based
      on
      management’s calculation, an allowance of $16,880, or 1.46%, of total loans, net
      of unearned interest, was an adequate estimate of losses within the loan
      portfolio as of June 30, 2005. This estimate resulted in a provision for loan
      losses on the income statement of $1,060 and $2,682, respectively, for the
      three
      and six months ended June 30, 2005. If the mix and amount of future charge-off
      percentages differ significantly from those assumptions used by management
      in
      making its determination, the allowance for loan losses and provision for loan
      losses on the income statement could be materially affected.




The
      consolidated financial statements include certain accounting and disclosures
      that require management to make estimates about fair values. Estimates of fair
      value are used in the accounting for securities available for sale, loans held
      for sale, goodwill, other intangible assets, and acquisition purchase accounting
      adjustments. Estimates of fair values are used in disclosures regarding
      securities held to maturity, stock compensation, commitments, and the fair
      values of financial instruments. Fair values are estimated using relevant market
      information and other assumptions such as interest rates, credit risk,
      prepayments and other factors. The fair values of financial instruments are
      subject to change as influenced by market conditions.





-4-


**Changes
      in Results of Operations**





**Net
      income.** Net
      income for the three months ended June 30, 2005 was $3,714 as compared to $3,275
      for the same period in 2004.  This
      increase of $439, or 13.40%, resulted primarily from a $2,089, or 17.43%,
      increase in net interest income reflecting principally increased volume of
      interest-earning assets arising primarily from the Company’s expansion
      initiatives and related growth in the loan portfolio.  Offsetting
      this increase was a $1,848, or 21.55%, increase in total noninterest expense
      from $8,574 for the three months ended June 30, 2004 to $10,422 for the same
      period of 2005. This increase is also primarily attributable to the Company’s
      expansion initiatives, as discussed above.





Net
      income for the six months ended June 30, 2005 was $6,649 as compared to $6,127
      for the same period in 2004. The increase of $522, or 8.52%, reflects
      substantially the same trends that existed during the quarter ended June 30,
      2005.




**Net
      Interest Income**. The largest source of earnings for the Company is net
      interest income, which is the difference between interest income on
      interest-earning assets and interest paid on deposits and other interest-bearing
      liabilities. The primary factors which affect net interest income are changes
      in
      volume and yields of interest-earning assets and interest-bearing
      liabilities, which are affected in part by management’s responses to changes in
      interest rates through asset/liability management. During the three months
      ended
      June 30, 2005, net interest income was $14,072 as compared to $11,983 for the
      same period in 2004, representing an increase of 17.43%. While the
      Company’s average balances of interest-earning assets increased more than the
      average balances of interest-bearing liabilities in the three months ended
      June
      30, 2005, as compared to the same quarter in 2004, thus enhancing net interest
      income, such increase was offset, in part, by the smaller increase in yield
      on
      these interest-earning assets as compared to the cost of interest-bearing
      liabilities. Nevertheless, the Company experienced a substantial increase in
      net
      interest income, as noted above, in the three months ended June 30, 2005 as
      compared to the same quarter in 2004. The Company’s net interest margin
      decreased to 4.57% for the three months ended June 30, 2005 as compared to
      4.69%
      for the same period in 2004, and declined 24 basis points from the 4.81% net
      interest margin for the three months ended December 31, 2004. The Company’s net
      interest margin also declined for the six months ended June 30, 2005, falling
      to
      4.61% when compared to 4.69% for the same period in 2004. In order to fund
      its
      strong loan growth, the Company has pursued aggressive deposit rates throughout
      all its markets, resulting in margin compression that is not expected to abate
      in the near term despite the Company’s asset-sensitive interest rate risk
      position. In addition, management has been controlling the growth of
      higher-yielding subprime loans in the Bank’s subsidiaries and focusing on
      increasing the balances of its traditional commercial, commercial real estate
      and residential real estate loans, thus reducing the percentage of subprime
      loans in the Company’s portfolio. This trend in the loan mix also constrains the
      increases in loan yields during a rising interest rate environment
      notwithstanding the Company’s asset-sensitive balance sheet. Nevertheless, if
      interest rates continue to increase, based on the Company’s current mix of
      interest-earning assets and interest-bearing liabilities, the Company believes
      its net interest margin will begin to increase over the course of the remainder
      of 2005. Further, in view of the Company’s asset-sensitive position, management
      anticipates declines in net interest margin if product mixes remain relatively
      unchanged and interest rates reverse their upward trend and begin to decline.
      In
      addition, even if interest rates remain stable, the Company’s net interest
      margin could decline due to competitive pressures related to both loan and
      deposit pricing.





For
      the
      six months ended June 30, 2005, net interest income increased by $3,536, or
      14.82%, to $27,399 from $23,863 for the same period in 2004, and the same trends
      outlined above with respect to the three months ended June 30, 2005 were
      observed.





-5-


The
      following tables set forth certain information relating to the Company’s
      consolidated average interest-earning assets and interest-bearing liabilities
      and reflects the average yield on assets and average cost of liabilities for
      the
      periods indicated. These yields and costs are derived by dividing income or
      expense by the average daily balance of assets or liabilities, respectively,
      for
      the periods presented.




**Three
                Months Ended****June
                30,****2005**
            
            **2004**Average
            
            
            
            Average
            
            Average
            
            
            
            AverageBalance
            
            Interest
            
            Rate
            
            Balance
            
            Interest
            
            Rate**Interest-earning
                assets:**Loans
            
            $
            1,140,537
            
            $
            19,851
            
            
            6.98
            %
            $
            984,417
            
            $
            15,522
            
            
            6.34
            %Investment
                securities
            
            
            60,691
            
            
            592
            
            
            3.91
            %
            
            39,203
            
            
            339
            
            
            3.48
            %Other
                short-term investments
            
            
            33,265
            
            
            260
            
            
            3.13
            %
            
            3,560
            
            
            8
            
            
            0.90
            %Total
                interest-earning assets
            
            
            1,234,493
            
            $
            20,703
            
            
            6.73
            %
            
            1,027,180
            
            $
            15,869
            
            
            6.21
            %Noninterest
                earning assets
            
            
            104,107
            
            
            
            
            
            
            
            
            96,182Total
                assets
            
            $
            1,338,600
            
            
            
            
            
            
            
            $
            1,123,362**Interest-bearing
                liabilities:**Deposits:Now
                accounts, money market andsavings
            
            $
            401,441
            
            $
            1,161
            
            
            1.16
            %
            $
            345,250
            
            $
            403
            
            
            0.47
            %Time
                Deposits
            
            
            598,470
            
            
            4,340
            
            
            2.91
            %
            
            465,914
            
            
            2,603
            
            
            2.25
            %Total
                interest-bearing deposits
            
            $
            999,911
            
            $
            5,501
            
            
            2.21
            %
            $
            811,164
            
            $
            3,006
            
            
            1.49
            %Securities
                sold under repurchase agreementsand
                short-term borrowings
            
            
            15,014
            
            
            95
            
            
            2.54
            %
            
            16,026
            
            
            34
            
            
            0.85
            %Notes
                payable
            
            
            81,000
            
            
            1,035
            
            
            5.13
            %
            
            72,621
            
            
            846
            
            
            4.69
            %Total
                interest-bearing liabilities
            
            $
            1,095,925
            
            $
            6,631
            
            
            2.43
            %
            $
            899,811
            
            $
            3,886
            
            
            1.74
            %**Noninterest
                bearing liabilities:**Demand
                deposits
            
            
            116,436
            
            
            
            
            
            
            
            
            104,966Other
                liabilities
            
            
            12,942
            
            
            
            
            
            
            
            
            12,819Total
                noninterest bearing liabilities
            
            
            129,378
            
            
            
            
            
            
            
            
            117,785Total
                liabilities
            
            
            1,225,303
            
            
            
            
            
            
            
            
            1,017,596Shareholders’
                equity
            
            
            113,297
            
            
            
            
            
            
            
            
            105,766Total
                liabilities and shareholders’ equity
            
            $
            1,338,600
            
            
            
            
            
            
            
            $
            1,123,362Net
                interest income
            
            
            
            
            $
            14,072
            
            
            
            
            
            
            
            $
            11,983Interest
                rate spread
            
            
            
            
            
            
            
            
            4.30
            %
            
            
            
            
            
            
            
            4.48
            %Net
                yield on interest-earning assets
            
            
            
            
            
            
            
            
            4.57
            %
            
            
            
            
            
            
            
            4.69
            %








-6-




**Six
                Months Ended****June
                30,****2005**
            
            **2004**Average
            
            
            
            Average
            
            Average
            
            
            
            AverageBalance
            
            Interest
            
            Rate
            
            Balance
            
            Interest
            
            Rate**Interest-earning
                assets:**Loans
            
            $
            1,110,231
            
            $
            37,930
            
            
            6.89
            %
            $
            976,613
            
            $
            31,047
            
            
            6.39
            %Investment
                securities
            
            
            55,874
            
            
            1,065
            
            
            3.84
            %
            
            41,145
            
            
            725
            
            
            3.54
            %Other
                short-term investments
            
            
            33,694
            
            
            443
            
            
            2.65
            %
            
            5,830
            
            
            27
            
            
            0.93
            %Total
                interest-earning assets
            
            
            1,199,799
            
            $
            39,438
            
            
            6.63
            %
            
            1,023,588
            
            $
            31,799
            
            
            6.25
            %Noninterest
                earning assets
            
            
            103,339
            
            
            
            
            
            
            
            
            99,989Total
                assets
            
            $
            1,303,138
            
            
            
            
            
            
            
            $
            1,123,577**Interest-bearing
                liabilities:**Deposits:Now
                accounts, money market andsavings
            
            $
            395,246
            
            $
            2,027
            
            
            1.03
            %
            $
            340,165
            
            $
            805
            
            
            0.48
            %Time
                Deposits
            
            
            561,428
            
            
            7,736
            
            
            2.78
            %
            
            474,379
            
            
            5,387
            
            
            2.28
            %Total
                interest-bearing deposits
            
            $
            956,674
            
            $
            9,763
            
            
            2.06
            %
            $
            814,544
            
            $
            6,192
            
            
            1.53
            %Securities
                sold under repurchase agreementand
                short-term borrowings
            
            
            16,712
            
            
            184
            
            
            2.22
            %
            
            16,826
            
            
            67
            
            
            0.80
            %Notes
                payable
            
            
            86,740
            
            
            2,092
            
            
            4.86
            %
            
            71,852
            
            
            1,677
            
            
            4.69
            %Total
                interest-bearing liabilities
            
            $
            1,060,126
            
            $
            12,039
            
            
            2.29
            %
            $
            903,222
            
            $
            7,936
            
            
            1.77
            %**Noninterest
                bearing liabilities:**Demand
                deposits
            
            
            116,644
            
            
            
            
            
            
            
            
            102,755Other
                liabilities
            
            
            14,235
            
            
            
            
            
            
            
            
            12,794Total
                noninterest bearing liabilities
            
            
            130,879
            
            
            
            
            
            
            
            
            115,549Total
                liabilities
            
            
            1,191,005
            
            
            
            
            
            
            
            
            1,018,771Shareholders’
                equity
            
            
            112,133
            
            
            
            
            
            
            
            
            104,806Total
                liabilities and shareholders’ equity
            
            $
            1,303,138
            
            
            
            
            
            
            
            $
            1,123,577Net
                interest income
            
            
            
            
            $
            27,399
            
            
            
            
            
            
            
            $
            23,863Interest
                rate spread
            
            
            
            
            
            
            
            
            4.34
            %
            
            
            
            
            
            
            
            4.48
            %Net
                yield on interest-earning assets
            
            
            
            
            
            
            
            
            4.61
            %
            
            
            
            
            
            
            
            4.69
            %








-7-


**Provision
      for Loan Losses.** During
      the three and six months ended June 30, 2005, loan charge-offs were $1,281
      and
      $2,481, respectively, and recoveries of charged-off loans were $537 and $958,
      respectively. The Company’s provision for loan losses decreased by $102, or
      8.78%, and $3, or 0.11%, to $1,060 and $2,682 for the three and six months
      ended
      June 30, 2005, respectively, as compared to $1,162 and $2,685 for the same
      periods in 2004. The Company’s allowance for loan losses increased by $1,159 to
      $16,880 at June 30, 2005 from $15,721 at December 31, 2004, with the ratio
      of
      the allowance for loan losses to total loans, net of unearned income, declining
      to 1.46% at June 30, 2005 from 1.50% and 1.51% at December 31, 2004 and June
      30,
      2004, respectively. As of June 30, 2005, indicators of credit quality, as
      discussed below, are mixed compared to December 31, 2004 but generally improved
      compared to June 30, 2004. M anagement
      continually evaluates the Company’s credit policies and procedures for effective
      risks and controls management.  The Company’s trend in asset quality
      improvement is attributable to improved underwriting policies and management
      controls.  Management believes the Company’s asset quality indicators are
      sustainable within the current economic environment. T he
      ratio
      of allowance for loan losses to nonperforming assets was 177.74%, 185.56% and
      158.23% at June 30, 2005, December 31, 2004 and June 30, 2004, respectively,
      and
      the ratio of nonperforming assets to total assets was 0.69%, 0.69% and 0.84%
      at
      June 30, 2005, December 31, 2004 and June 30, 2004, respectively. The ratio
      of
      nonperforming loans to total loans, excluding loans held for sale, was 0.62%,
      0.66% and 0.59% at June 30, 2005, December 31, 2004 and June 30, 2004,
      respectively. Within the Bank, the Company’s largest subsidiary, the ratio of
      nonperforming assets to total assets was 0.64%, 0.61% and 0.74% at June 30,
      2005, December 31, 2004 and June 30, 2004, respectively.





The
      Company’s annualized net charge-offs for the six months ended June 30, 2005 were
      $3,046 compared to actual net charge-offs of $5,042 for the year ended December
      31, 2004. Annualized net charge-offs as a percentage of average loans improved
      from 0.48% for the six months ended June 30, 2004 to 0.27% for the six months
      ended June 30, 2005. Net charge-offs as a percentage of average loans were
      0.51%
      for the year ended December 31, 2004. Within the Bank, annualized net
      charge-offs as a percentage of average loans fell from 0.29% for the six months
      ended June 30, 2004 to 0.16% for the same period in 2005. Net charge-offs within
      the Bank as a percentage of average loans were 0.35% for the year ended December
      31, 2004. Annualized net charge-offs in the Bank for the six months ended June
      30, 2005 were $1,716 compared to actual net charge-offs of $3,418 for the year
      ended December 31, 2004. Annualized net charge-offs in Superior Financial for
      the six months ended June 30, 2005 were $497 compared to actual net charge-offs
      of $525 for the year ended December 31, 2004. Annualized net charge-offs in
      GCB
      Acceptance for the six months ended June 30, 2005 were $833 compared to actual
      net charge-offs of $1,099 for the year ended December 31, 2004. At this point,
      management believes that total charge-offs for 2005 in Superior Financial and
      GBC Acceptance will slightly improve compared to 2004 charge-offs **** based
      on
      asset quality trends.





Based
      on
      the Company's allowance for loan loss calculation and review of the loan
      portfolio, management believes the allowance for loan losses is adequate at
      June
      30, 2005. Management anticipates that the provision for loan losses during
      the
      third quarter of 2005 will be consistent with the second quarter of 2005 and
      also anticipates that the provision for loan losses for the entire year of
      2005
      may be less than the provision for 2004 if indicators of credit quality remain
      stabilized. However, the provision for loan losses could increase for the entire
      year of 2005, as compared to 2004, if the Company’s loan growth continues at the
      rate experienced through the six months ended June 30, 2005.




**Noninterest
      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
      Company’s traditional method of earning income through interest rate spreads.




Total
      noninterest income for the three and six months ended June 30, 2005 was $3,463
      and $6,639 as compared to $3,070 and $6,164, respectively, for the same periods
      in 2004. Service charges, commissions and fees remain the largest component
      of
      total noninterest income and increased from $2,518 and $4,913 for the three
      and
      six months, respectively, ended June 30, 2004 to $2,836 and $4,978,
      respectively, for the same periods in 2005. This increase primarily reflects
      additional service charges and NSF fees from deposit-related products stemming
      primarily from increased volume as a result of the Bank’s High Performance
      Checking Program introduced in the first quarter of 2005 and also its expansion
      efforts. The Company believes that noninterest income will continue to improve
      over the second half of 2005 when compared to prior comparable periods as a
      result of the increased volume in deposits resulting from the Bank’s expansion
      efforts and its new High Performance Checking Program. In addition, other
      noninterest income increased by $75 and $410 to $627 and $1,661 for the three
      and six months ended June 30, 2005, respectively, from $552 and $1,251 for
      the
      same periods in 2004. This increase for the six months ended June 30, 2005
      is
      primarily attributable to increased fees of $195 from the sale of mutual funds
      and annuities and $99 from the sale of the Company’s interest in an ATM network
      vendor.





-8-


**Noninterest
      Expense.** Control
      of noninterest expense also is an important aspect in enhancing income.
      Noninterest expense includes personnel, occupancy, and other expenses such
      as
      data processing, printing and supplies, legal and professional fees, postage,
      FDIC assessment, etc. Total noninterest expense was $10,422 and $20,697 for
      the
      three and six months ended June 30, 2005 compared to $8,574 and $17,525 for
      the
      same periods in 2004. The $1,848, or 21.55%, increase in total noninterest
      expense for the three months ended June 30, 2005 compared to the same period
      of
      2004 principally reflects increases in all expense categories primarily as
      a
      result of the Company’s expansion program as well as costs of $384 associated
      with the Bank’s High Performance Checking Program, which the Company expects
      will continue for the remainder of 2005. This program is designed to generate
      significant numbers and balances of core transaction accounts.





Similarly,
      the $3,172 or 18.10%, increase in total noninterest expense for the six months
      ended June 30, 2005 compared to the same period in 2004 reflects substantially
      the same trends that existed during the quarter ended June 30,
      2005.





Personnel
      costs are the primary element of the Company's noninterest expenses. For the
      three and six months ended June 30, 2005, salaries and benefits represented
      $5,099, or 48.93%, and $10,344, or 49.98%, respectively, of total noninterest
      expense. This was an increase of $635, or 14.22%, and $1,173, or 12.79%,
      respectively, from the $4,464 and $9,171 for the three and six months ended
      June
      30, 2004. Including Bank branches and non-bank office locations, the Company
      had
      53 locations at June 30, 2005 and at December 31, 2004, as compared to 49 at
      June 30, 2004, and the number of full-time equivalent employees increased 6.33%
      from 458 at June 30, 2004 to 487 at June 30, 2005. These increases in personnel
      costs, number of branches and employees are primarily the result of the Company’s
      expansion initiative and are expected to increase for the remainder of 2005
      with
      the Company’s continued expansion efforts in Middle Tennessee and Knoxville
      and as a result of the Bank’s proposed acquisition of five Clarksville,
      Tennessee branches from Old National Bank .




Primarily
      as a result of this overall increase in noninterest expense, the Company’s
      efficiency ratio was negatively affected, as the ratio increased from 58.36%
      at
      June 30, 2004 to 60.81% at June 30, 2005. The efficiency ratio illustrates
      how
      much it cost the Company to generate revenue. For example, it cost the Company
      60.81 cents to generate one dollar of revenue for the six months ended June
      30,
      2005 as compared to 58.36 cents for the six months ended June 30, 2004. The
      Company believes that its efficiency ratio will continue to be negatively
      impacted for the remainder of 2005 as a result of its continued expansion
      efforts.





**Income
      Taxes.** The
      effective income tax rate for the three and six months ended June 30, 2005
      was
      38.64% and 37.62%, respectively, compared to 38.41% and 37.59% for the same
      periods in 2004.




**Changes
      in Financial Condition**




Total
      assets at June 30, 2005 were $1,374,194, an increase of $140,791, or 11.41%,
      from total assets of $1,233,403 at December 31, 2004. The increase in assets
      was
      primarily reflective of the $110,618, or 10.73%, increase, as reflected on
      the
      Condensed Consolidated Balance Sheets, in net loans, excluding loans held for
      sale, and was funded by the $150,412, or 15.07%, increase in deposits resulting
      from the Company’s expansion efforts and its High Performance Checking Program.




At
      June
      30, 2005, loans, net of unearned income and allowance for loan losses, were
      $1,141,764 compared to $1,031,146 at December 31, 2004, an increase of $110,618,
      or 10.73%, from December 31, 2004. The increase in loans during the first six
      months of 2005 primarily reflects an increase in commercial real estate loans
      and commercial loans and the growth in the loan portfolio of Middle Tennessee
      Bank & Trust.




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 are 120 days past due without assurance of
      repayment are charged off against the allowance for loan losses. Nonaccrual
      loans and loans past due 90 days and still accruing increased slightly by $248,
      or 3.59%, during the six months ended June 30, 2005 to $7,154 from $6,906 at
      December 31, 2004. At June 30, 2005, the ratio of the Company’s allowance for
      loan losses to non-performing assets (which include non-accrual loans) was
      177.74% compared to 185.56% at December 31, 2004.




-9-


The
      Company maintains an investment portfolio to provide liquidity and earnings.
      Investments at June 30, 2005 with an amortized cost of $54,892 had a market
      value of $54,719. At December 31, 2004, investments with an amortized cost
      of
      $39,742 had a market value of $39,824. The increase in investments from December
      31, 2004 to June 30, 2005 results from the purchase of short-term federal agency
      securities as well as mortgage-backed securities reflecting management’s
      decision to channel more of the Company’s liquid assets into more favorable
      positions on the yield curve.




**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 cash and due from banks, federal funds sold, investment
      securities and loans held for sale. Including securities pledged to
      collateralize municipal deposits, these assets represented 11.53% of the total
      liquidity base at June 30, 2005, as compared to 10.63% at December 31, 2004.
      The
      liquidity base is generally defined to include deposits, repurchase agreements,
      notes payable and subordinated debentures. In addition, the Company maintains
      borrowing availability with the Federal Home Loan Bank of Cincinnati (“FHLB”)
      approximating $29,283 at June 30, 2005. The Company also maintains federal
      funds
      lines of credit totaling $111,000 at nine correspondent banks, of which $111,000
      was available at June 30, 2005. The Company believes it has sufficient liquidity
      to satisfy its current operating needs.





For
      the
      six months ended June 30, 2005, operating activities of the Company provided
      $3,625 of cash flows. Net income of $6,649 comprised a substantial portion
      of
      the cash generated from operations. Cash flows from operating activities were
      also positively affected by various non-cash items, including (i) $2,682 in
      provision for loan losses, and (ii) $1,763 of depreciation and amortization.
      These increases in cash flows were offset by (i) $5,327 decrease in accrued
      interest payable and other liabilities, (ii) $1,076 increase in other assets,
      and (iii) deferred tax benefit of $797. In addition, the cash flows provided
      by
      the proceeds from sales of mortgage loans exceeded the cash flows used by the
      originations of mortgage loans held for sale by $301.





The
      Company’s net increase in loans used $115,364 in cash flows and was the primary
      component of the $131,901 in net cash used in investing activities for the
      six
      months ended June 30, 2005. In addition, the Company purchased $16,860 in
      investment securities available for sale. Purchases of additional insurance
      related to certain benefit plans used $1,450 in cash flows, and fixed asset
      additions, net of proceeds from sale of fixed assets, used $1,188 in cash flows.





The
      net
      increase in deposits of $150,413 was the primary source of cash flows from
      financing activities. These cash flows were offset, in part, by the excess
      of
      repayments of notes payable over proceeds from notes payable in the amount
      of
      $14,713. In addition, dividends paid in the amount of $1,837 further reduced
      the
      total net cash provided from financing activities.




**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 shareholders. 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.





On
      September 25, 2003, the Company issued $10,310 of subordinated debentures,
      as
      part of a privately placed pool of trust preferred securities. The securities,
      due in 2033, bear interest at a floating rate of 2.85% above the three-month
      LIBOR rate, reset quarterly, and are callable in five years from the date of
      issuance without penalty. The Company used the proceeds of the offering to
      support its acquisition of IBC, and the capital raised from the offering
      qualifies as Tier 1 capital for regulatory purposes.




On
      June
      28, 2005, the Company issued an additional $3,093 of subordinated debentures,
      as
      part of a privately placed pool of trust preferred securities. The securities,
      due in 2035, bear interest at a floating rate of 1.68% above the three-month
      LIBOR rate, reset quarterly, and are callable in five years from the date of
      issuance without penalty. The Company used the proceeds to augment its capital
      position in connection with its significant asset growth, and the capital raised
      from the offering qualifies as Tier 1 capital for regulatory
      purposes.





-10-


Shareholders’
      equity on June 30, 2005 was $113,486, an increase of $4,768, or 4.39%, from
      $108,718 on December 31, 2004. The increase in shareholders’ equity primarily
      reflected net income for the six months ended June 30, 2005 of $6,649 ($0.86
      per
      share, assuming dilution). This increase was offset by quarterly dividend
      payments during the six months ended June 30, 2005 totaling $1,837 ($0.24 per
      share).





On
      September 18, 2002 the Company announced that its Board of Directors had
      authorized the repurchase of up to $2,000 of the Company’s outstanding shares of
      common stock beginning in October 2002. The repurchase plan was renewed by
      the
      Board of Directors in September 2003. On June 4, 2004 the Company announced
      that
      its Board of Directors had approved an increase in the amount authorized to
      be
      repurchased from $2,000 to $5,000. The repurchase plan is dependent upon market
      conditions. To date, the Company has purchased 25,700 shares at an aggregate
      cost of approximately $538 under this program, which was renewed by the
      Company’s Board of Directors on November 15, 2004. Unless extended, the
      repurchase program will terminate on the earlier to occur of the Company’s
      repurchase of the total authorized dollar amount of the Company's common stock
      or December 1, 2005.





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 (“FRB”) and the Federal Deposit Insurance Corporation (the “FDIC”) 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 common equity, retained earnings,
      and
      a limited amount of qualifying perpetual preferred stock and trust preferred
      securities, net of goodwill and other intangible assets and accumulated other
      comprehensive income). These guidelines also specify that bank holding companies
      that are experiencing internal growth or making acquisitions will be expected
      to
      maintain strong capital positions substantially above the minimum supervisory
      levels. At June 30, 2005, the Bank and the Company each satisfied their
      respective minimum regulatory capital requirements, and the Bank was
“well-capitalized” within the meaning of federal regulatory requirements. The
      table below sets forth the capital position of the Bank and the Company at
      June
      30, 2005.




Required
              Minimum
              Ratio
            
            Required
              to
                be
              Well
                Capitalized
            
            Bank
            
            CompanyTier
                1 risk-based capital
            
            
            4.00
            %
            
            6.00
            %
            
            9.02
            %
            
            8.94
            %Total
                risk-based capital
            
            
            8.00
            %
            
            10.00
            %
            
            10.27
            %
            
            10.19
            %Leverage
                Ratio
            
            
            4.00
            %
            
            5.00
            %
            
            7.93
            %
            
            7.85
            %


The
      Company's proposed acquisition of five Clarksville, Tennessee bank branches
      from
      Old National Bank will require that the Company contribute additional capital
      to
      the Bank in order for the Bank to remain well-capitalized within the meaning
      of
      federal regulatory requirements. The acquisition agreement entered into by
      the
      Bank in connection with the Old National branch acquisition requires that the
      Company secure financing commitments no later than August 8, 2005 in the amount
      necessary to provide the required capital to the Bank at the closing of the
      transaction if the Company is unable to complete an offering of its common
      stock
      providing net proceeds sufficient to provide the necessary capital to the Bank,
      and to enter into a definitive credit agreement for such financing under certain
      circumstances.





On
      July
      22, 2005, the Company secured a commitment from SunTrust Bank, National
      Association for a $35,000 line of credit, which expires on August 31, 2005
      if a
      definitive credit agreement is not entered into by the parties and decreases
      to
      $15,000 on November 30, 2005. The Company expects that it will enter into the
      definitive credit agreement during August 2005 and anticipates that it will
      file
      a registration statement with the Securities and Exchange Commission in early
      August 2005 for an underwritten public offering of up to 1,725,000 shares of
      its
      common stock, the proceeds of which will be used to provide capital to the
      Bank
      in an amount sufficient for the Bank to remain well-capitalized following the
      acquisition and for other general corporate purposes. The Company anticipates
      that it will only access the line of credit if it is unable to consummate a
      public offering resulting in net proceeds in the required amount prior to the
      closing of the Clarksville branch acquisition.





-11-


**Off-Balance
      Sheet Arrangements**





At
      June
      30, 2005, the Company had outstanding unused lines of credit and standby letters
      of credit totaling $302,080 and unfunded loan commitments outstanding of
      $76,048. Because these commitments generally have fixed expiration dates and
      many will expire without being drawn upon, the total commitment level does
      not
      necessarily represent future cash requirements. If needed to fund these
      outstanding commitments, the Company has the ability to liquidate federal funds
      sold or securities available-for-sale or, on a short-term basis, to borrow
      any
      then available amounts from the FHLB and/or purchase federal funds from other
      financial institutions. At June 30, 2005, the Company had accommodations with
      upstream correspondent banks for unsecured federal funds lines. These
      accommodations have various covenants related to their term and availability,
      and in most cases must be repaid within less than a month. The following table
      presents additional information about the Company’s off-balance sheet
      commitments as of June 30, 2005, which by their terms have contractual maturity
      dates subsequent to June 30, 2005:





Less
                than1
                Year
            
            1-3
                Years
            
            3-5
                Years
            
            More
                than5
                Years
            
            TotalCommitments
                to make loans - fixed
            
            $
            10,904
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            10,904Commitments
                to make loans - variable
            
            
            65,144
            
            
            --
            
            
            --
            
            
            --
            
            
            65,144Unused
                lines of credit
            
            
            191,573
            
            
            38,078
            
            
            4,689
            
            
            39,085
            
            
            273,425Letters
                of credit
            
            
            13,320
            
            
            14,167
            
            
            1,003
            
            
            165
            
            
            28,655Total
            
            $
            280,941
            
            $
            52,245
            
            $
            5,692
            
            $
            39,250
            
            $
            378,128


**Disclosure
      of Contractual Obligations**





In
      the
      ordinary course of operations, the Company enters into certain contractual
      obligations. Such obligations include the funding of operations through debt
      issuances as well as leases for premises and equipment. The following table
      summarizes the Company’s significant fixed and determinable contractual
      obligations as of June 30, 2005:




Less
                than1
                Year
            
            1-3
                Years
            
            3-5
                Years
            
            More
                than5
                Years
            
            TotalDeposits
                without a stated maturity
            
            $
            520,480
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            520,480Certificate
                of deposits
            
            
            438,441
            
            
            139,343
            
            
            49,589
            
            
            581
            
            
            627,954Repurchase
                agreements
            
            
            16,426
            
            
            --
            
            
            --
            
            
            --
            
            
            16,426FHLB
                advances and notes payable
            
            
            369
            
            
            2,624
            
            
            60,362
            
            
            7,154
            
            
            70,509Subordinated
                debentures
            
            
            --
            
            
            --
            
            
            --
            
            
            13,403
            
            
            13,403Operating
                lease obligations
            
            
            568
            
            
            858
            
            
            250
            
            
            136
            
            
            1,812Deferred
                compensation
            
            
            412
            
            
            1,170
            
            
            --
            
            
            710
            
            
            2,292Purchase
                obligations
            
            
            43
            
            
            --
            
            
            --
            
            
            --
            
            
            43Total
            
            $
            976,739
            
            $
            143,995
            
            $
            110,201
            
            $
            21,984
            
            $
            1,252,919


Additionally,
      the Company routinely enters into contracts for services. These contracts may
      require payment for services to be provided in the future and may also contain
      penalty clauses for early termination of the contract. Management is not aware
      of any additional commitments or contingent liabilities which may have a
      material adverse impact on the liquidity or capital resources of the
      Company.





-12-


**Effect
      of New Accounting Standards**




In
      December 2004, the FASB issued SFAS No. 123(R), *Accounting
      for Stock-Based Compensation* (SFAS
      No. 123(R)). SFAS No. 123(R) establishes standards for the accounting for
      transactions in which an entity exchanges its equity instruments for goods
      or
      services. This Statement focuses primarily on accounting for transactions in
      which an entity obtains employee services in share-based payment transactions.
      SFAS No. 123(R) requires that the fair value of such equity instruments be
      recognized as an expense in the historical financial statements as services
      are
      performed. Prior to SFAS No. 123(R), only certain pro forma disclosures of
      fair
      value were required. The provisions of this Statement are effective for the
      first fiscal year reporting period beginning after June 15, 2005. Accordingly,
      the Company will adopt SFAS No. 123(R) commencing with the quarter ending March
      31, 2006. Had the fair value of employee stock option compensation been included
      in the consolidated financial statements, net income for the six month periods
      ending June 30, 2005 and 2004 would have been decreased by $123 and $75,
      respectively.





-13-




**PART
      II - OTHER INFORMATION**




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





Exhibit
                No. 2.1
            Branch
                Purchase and Assumption Agreement dated July 20, 2005 by and between
                Greene County Bank and Old National Bank (pursuant to Item 601(b)(2)
                of
                Regulation S-K the schedules and exhibits to this agreement have
                been
                omitted from this filing)*Exhibit
                No. 31.1
            Chief
                Executive Officer Certification Pursuant to Rule
                13a-14(a)/15d-14(a)**Exhibit
                No. 31.2
            Chief
                Financial Officer Certification Pursuant to Rule
                13a-14(a)/15d-14(a)**Exhibit
                No. 31.3
            Chief
                  Executive Officer Certification Pursuant to Rule
                  13a-14(a)/15d-14(a)Exhibit
                No. 31.4
            Chief
                Financial Officer Certification Pursuant to Rule
                13a-14(a)/15d-14(a)Exhibit
                No. 32.1
            Chief
                Executive Officer Certification Pursuant to 18 U.S.C. Section 1350,
                as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002**Exhibit
                No. 32.2
            Chief
                Financial Officer Certification Pursuant to 18 U.S.C. Section 1350,
                as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002**


______________________ *
                  The
                        Company has withdrawn its confidential treatment request
                        with respect to
                        this agreement and has filed the agreement in its entirety
                        as Exhibit 2.1
                        to the Company’s Amendment No. 1 to Registration Statement on Form S-3
                        (File No. 333-127120) as filed with the Securities and Exchange
                        Commission
                        on September 9, 2005.
 
 **
                    Previously
                          filed with the Company's Quarterly Report on Form 10-Q
                          for the quarter
                          ended June 30, 2005, as filed with the Securities Exchange
                          Commission
                          on August 1,  2005.








-14-


**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this Amendment No. 1 to Quarterly Report on Form 10-Q to be signed
      on its behalf by the undersigned thereunto duly authorized.




**GREENE
                  COUNTY BANCSHARES, INC.**
                (Registrant)Date: September
                12, 2005
              By:
              /s/ R.
                Stan PuckettR.
                  Stan Puckett
                Chairman of the Board and Chief Executive
                  Officer
                (Duly authorized
                  representative)
 Date: September
                12, 2005
              By:
              /s/ William
                F. RichmondWilliam
                  F. Richmond
                Senior Vice President, Chief Financial
                  Officer
                (Principal financial and accounting officer)
                  and
                Assistant
                  Secretary







-15-


**EXHIBIT
      INDEX**




Exhibit
                  No. 2.1
              Branch
                  Purchase and Assumption Agreement dated July 20, 2005 by and between
                  Greene County Bank and Old National Bank (pursuant to Item 601(b)(2)
                  of
                  Regulation S-K the schedules and exhibits to this agreement have
                  been
                  omitted from this filing)*Exhibit
                  No. 31.1
              Chief
                  Executive Officer Certification Pursuant to Rule
                  13a-14(a)/15d-14(a)**Exhibit
                  No. 31.2
              Chief
                  Financial Officer Certification Pursuant to Rule
                  13a-14(a)/15d-14(a)**Exhibit
                  No. 31.3
              Chief
                    Executive Officer Certification Pursuant to Rule
                    13a-14(a)/15d-14(a)Exhibit
                  No. 31.4
              Chief
                  Financial Officer Certification Pursuant to Rule
                  13a-14(a)/15d-14(a)Exhibit
                  No. 32.1
              Chief
                  Executive Officer Certification Pursuant to 18 U.S.C. Section 1350,
                  as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002**Exhibit
                  No. 32.2
              Chief
                  Financial Officer Certification Pursuant to 18 U.S.C. Section 1350,
                  as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002**
 ______________________ *
                    The
                          Company has withdrawn its confidential treatment request
                          with respect to
                          this agreement and has filed the agreement in its entirety
                          as Exhibit 2.1
                          to the Company’s Amendment No. 1 to Registration Statement on Form S-3
                          (File No. 333-127120) as filed with the Securities and
                          Exchange Commission
                          on September 9, 2005.
 
 **
                      Previously
                            filed with the Company's Quarterly Report on Form 10-Q
                            for the quarter
                            ended June 30, 2005, as filed with the Securities Exchange
                            Commission
                            on August 1,  2005.