**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**-----------------------------------**





**FORM
      10-QSB**





[x]
      QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES AND EXCHANGE ACT
      OF
      1934





**FOR
      THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005**





OR





[
      ]
      TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
      ACT








**GREENE
      COUNTY BANCORP, INC.**





(Exact
      name of small business issuer as specified in its charter)





**Commission
      file number** **0-25165**











United States        14-1809721


(State
      or
      other jurisdiction of incorporation or organization)  (I.R.S.
      Employer Identification Number)








302
      Main Street, Catskill, New York  12414


(Address
      of principal executive office)  (Zip
      code)








Registrant's
      telephone number, including area code: (518) 943-2600





Check
      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
      by check mark whether the registrant is a shell Company (as defined in Rule
      12b-2 of The Exchange Act.





Yes:    No: X








As
      of
      November 14, 2005, the registrant had 4,132,206 shares of common
      stock outstanding at $ .10 par value.





Transitional
      Small Business Disclosure


Format:
      Yes:    No: X








**GREENE
                COUNTY BANCORP, INC.**INDEXPART
                I.
            FINANCIAL
                INFORMATIONPageItem
                1.
            Financial
                Statements*
                Consolidated Statements of Financial Condition
            
            3*
                Consolidated Statements of Income
            
            4*
                Consolidated Statements of Comprehensive Income
            
            5*
                Consolidated Statements of Changes in Shareholders’ Equity
            
            6*
                Consolidated Statements of Cash Flows
            
            7*
                Notes to Consolidated Financial Statements
            
            8-11Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operation
            
            11-22Item
                3.
            Controls
                and Procedures
            
            22PART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            
            23Item
                2.
            Changes
                in Securities and Use of Proceeds
            
            23Item
                3.
            Defaults
                Upon Senior Securities
            
            23Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            23Item
                5.
            Other
                Information
            
            23Item
                6.
            Exhibits
            
            23Signatures
            
            24-28Exhibit
                31.1 302 Certification of Chief Executive Officer
              Exhibit
                31.2 302 Certification of Chief Financial Officer
              Exhibit
                32.1 906 Statement of Chief Executive Officer
              Exhibit
                32.2 906 Statement of Chief Financial Officer
            
            25
              26
              27
              28








































**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Financial Condition**


**As
      of September 30, 2005 (unaudited) and June 30, 2005**








*ASSETS*
            
            
            September
                30, 2005
            
            
            June
                30, 2005Cash
                and due from banks
            
            
            8,375,473
            
            $
            10,871,829Federal
                funds sold
            
            
            10,742,665
            
            
            9,059,377Total
                cash and cash equivalents
            
            
            19,118,138
            
            
            19,931,206Investment
                securities, at fair value
            
            
            91,565,662
            
            
            98,851,363Federal
                Home Loan Bank stock, at cost
            
            
            1,784,800
            
            
            1,784,800Loans
            
            
            169,873,221
            
            
            165,690,699Less:
                Allowance for loan losses
            
            
            (1,249,199
            )
            
            (1,235,999
            )Unearned
                origination fees and costs, net
            
            
            (139,312
            )
            
            (163,203
            )Net
                loans receivable
            
            
            168,484,710
            
            
            164,291,497Premises
                and equipment
            
            
            8,177,091
            
            
            7,795,631Accrued
                interest receivable
            
            
            1,524,016
            
            
            1,572,830Prepaid
                expenses and other assets
            
            
            369,218
            
            
            452,242Total
                assets
            
            $
            291,023,635
            
            $
            294,679,569*LIABILITIES
                AND SHAREHOLDERS’ EQUITY*Noninterest
                bearing deposits
            
            $
            38,866,579
            
            $
            37,590,756Interest
                bearing deposits
            
            
            210,829,088
            
            
            215,646,532Total
                deposits
            
            
            249,695,667
            
            
            253,237,288Borrowings
                from FHLB
            
            
            7,500,000
            
            
            7,500,000Accrued
                expenses and other liabilities
            
            
            889,071
            
            
            1,189,782Total
                liabilities
            
            
            258,084,738
            
            
            261,927,070Shareholders’
                equityPreferred
                stock,Authorized
                1,000,000 shares; none issuedCommon
                stock, par value $.10 per share;Authorized:12,000,000
                sharesIssued:
                4,305,670 sharesOutstanding:
                4,132,206 shares at September 30, 2005and
                4,129,906 shares at June 30, 2005;
            
            
            430,567
            
            
            430,567Additional
                paid-in capital
            
            
            10,177,495
            
            
            10,128,980Retained
                earnings
            
            
            23,421,773
            
            
            23,168,205Accumulated
                other comprehensive income
            
            
            17,884
            
            
            162,424Treasury
                stock (shares at cost) 173,464 shares at September 30,
                2005and
                175,764 shares at June 30, 2005
            
            
            (929,378
            )
            
            (941,694
            )Unearned
                ESOP shares (at cost)
            
            
            (179,444
            )
            
            (195,983
            )Total
                shareholders’ equity
            
            
            32,938,897
            
            
            32,752,499Total
                liabilities and shareholders’ equity
            
            
            291,023,635
            
            $
            294,679,569








**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Income**


**For
      the Three Months Ended September 30, 2005 and 2004**


**(Unaudited)**


2005
            
            
            2004Interest
                income:Loans
            
            $
            2,681,931
            
            $
            2,461,108Investment
                securities
            
            
            143,718
            
            
            267,720Mortgage-backed
                securities
            
            
            458,300
            
            
            518,264Tax
                free securities
            
            
            232,337
            
            
            213,650Interest
                bearing deposits and federal funds sold
            
            
            119,551
            
            
            46,675Total
                interest income
            
            
            3,635,837
            
            
            3,507,417Interest
                expense:Interest
                on deposits
            
            
            816,718
            
            
            693,029Interest
                on borrowings
            
            
            89,360
            
            
            118,592Total
                interest expense
            
            
            906,078
            
            
            811,621Net
                interest income
            
            
            2,729,759
            
            
            2,695,796Provision
                for loan losses
            
            
            30,000
            
            
            43,829Net
                interest income after provision for loan losses
            
            
            2,699,759
            
            
            2,651,967Noninterest
                income:Service
                charges on deposit accounts
            
            
            462,805
            
            
            436,811Other
                operating income
            
            
            339,390
            
            
            247,241Total
                noninterest income
            
            
            802,195
            
            
            684,052Noninterest
                expense:Salaries
                and employee benefits
            
            
            1,460,682
            
            
            1,204,225Occupancy
                expense
            
            
            136,417
            
            
            115,694Equipment
                and furniture expense
            
            
            184,047
            
            
            156,372Service
                and data processing fees
            
            
            282,461
            
            
            279,252Office
                supplies
            
            
            28,889
            
            
            29,461Other
            
            
            472,878
            
            
            424,495Total
                noninterest expense
            
            
            2,565,374
            
            
            2,209,499Income
                before provision for income taxes
            
            
            936,580
            
            
            1,126,520Provision
                for income taxes
            
            
            281,100
            
            
            322,000Net
                income
            
            $
            655,480
            
            $
            804,520Basic
                EPS
            
            $
            0.16
            
            $
            0.20Basic
                shares outstanding
            
            
            4,089,291
            
            
            4,109,854Diluted
                EPS
            
            $
            0.16
            
            $
            0.19Diluted
                average shares outstanding
            
            
            4,176,192
            
            
            4,209,180


*All
      share and per share information have been restated to give effect to the 2-for-1
      stock split which was effective on May 31, 2005*


*See
      notes to consolidated financial statements*











**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Comprehensive Income**


**For
      the Three Months Ended September 30, 2005 and 2004**


**(Unaudited)**











**2005**
            
            
            **2004**Net
                income
            
            $
            655,480
            
            $
            804,520Other
                comprehensive (loss)income:Unrealized
                holding (losses) gains arising during the three monthsended
                September 30, 2005 and 2004, net oftax
                benefit/(expense) of $92,216 and $(393,586), respectively.
            
            
            (144,540
            )
            
            616,907Total
                other comprehensive (loss)income
            
            
            (144,540
            )
            
            616,907Comprehensive
                income
            
            $
            510,940
            
            $
            1,421,427














**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Changes in Shareholders’ Equity**


**For
      the Three Months Ended September 30, 2005 and 2004**


**(Unaudited)**





AccumulatedAdditional
            
            Other
            Unearned
            
            Unearned
            TotalCapital
            Paid
                - In
            Retained
            Comprehensive
            Stock-based
            Treasury
            ESOP
            Shareholders’Stock
            Capital
            Earnings
            Income
            Compensation
            Stock
            Shares
            EquityBalance
                atJune
                30, 2004
            $215,284
            $10,151,621
            $21,002,589
            $(183,422)
            ($39,319)
            ($1,056,906)
            ($264,035)
            $29,825,812ESOP
                shares earned
            
            42,518
            
            
            
            
            17,503
            60,021Options
                exercised
            
            11,535
            
            
            
            16,065
            
            27,600Stock-based
              compensation
              earned
            
            
            
            
            13,107
            
            
            13,107Dividends
                declared
            
            
            (381,648)
            
            
            
            
            (381,648)Net
                income
            
            
            804,520
            
            
            
            
            804,520Change
                in unrealized gain, net
            
            
            
            616,907
            
            
            
            616,907Balance
                atSeptember
                30, 2004
            $215,284
            $10,205,674
            $21,425,461
            $433,485
            ($26,212)
            ($1,040,841)
            ($246,532)
            $30,966,319


Balance
      at


June
                30, 2005
            $430,567
            $10,128,980
            $23,168,205
            $162,424
            $--
            ($941,694)
            ($195,983)
            $32,752,499ESOP
                shares earned
            
            51,775
            
            
            
            
            16,539
            68,314Options
                exercised
            
            (3,260)
            
            
            
            12,316
            
            9,056Dividends
                declared
            
            
            (401,912)
            
            
            
            
            (401,912)Net
                income
            
            
            655,480
            
            
            
            
            655,480Change
                in unrealized gain, net
            
            
            
            (144,540)
            
            
            
            (144,540)Balance
                atSeptember
                30, 2005
            $430,567
            $10,177,495
            $23,421,773
            $17,884
            $---
            $(929,378)
            $(179,444)
            $32,938,897





*See
      notes to consolidated financial statements.*





**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Cash Flows**


**For
      the Three Months Ended September 30, 2005 and 2004**


**(Unaudited)**





2005
            
            
            2004Cash
                flows from operating activities:Net
                Income
            
            $
            655,480
            
            $
            804,520Adjustments
                to reconcile net income to cash provided by operating
                activities:Depreciation
            
            
            189,813
            
            
            151,000Net
                amortization of premium
            
            
            431,184
            
            
            315,673Provision
                for loan losses
            
            
            30,000
            
            
            43,829ESOP
                and other stock-based compensation earned
            
            
            68,314
            
            
            73,128Net
                increase in accrued income taxes
            
            
            281,100
            
            
            110,066Net
                decrease (increase) in accrued interest receivable
            
            
            48,814
            
            
            (38,385
            )Net
                decrease in prepaid and other assets
            
            
            175,240
            
            
            79,351Net
                (decrease) increase in other liabilities
            
            
            (581,811
            )
            
            159,627Net
                cash provided by operating activities
            
            
            1,298,134
            
            
            1,698,809Cash
                flows from investing activities:Proceeds
                from maturities and calls of securities
            
            
            4,494,262
            
            
            4,622,341Purchases
                of securities and other investments
            
            
            (2,236,329
            )
            
            (4,441,762
            )Principal
                payments on securities
            
            
            535,173
            
            
            410,868Principal
                payments on mortgage-backed securities
            
            
            3,824,655
            
            
            2,324,343Purchases
                of mortgage-backed securities
            
            
            ---
            
            
            (1,043,626
            )Net
                increase in loans receivable
            
            
            (4,223,213
            )
            
            (4,678,783
            )Proceeds
                from sale of premises and equipment
            
            
            1,627
            
            
            ---Purchases
                of premises and equipment
            
            
            (572,900
            )
            
            (421,518
            )Net
                cash provided by (used in) investing activities
            
            
            1,823,275
            
            
            (3,228,137
            )Cash
                flows from financing activities:Net
                payments to FHLB
            
            
            ---
            
            
            (2,500,000
            )Dividends
                paid
            
            
            (401,912
            )
            
            (381,648
            )Proceeds
                from exercise of stock options
            
            
            9,056
            
            
            27,600Net
                (decrease) increase in deposits
            
            
            (3,541,621
            )
            
            1,068,132Net
                cash used in financing activities
            
            
            (3,934,477
            )
            
            (1,785,916
            )Net
                (decrease) in cash and cash equivalents
            
            
            (813,068
            )
            
            (3,315,244
            )Cash
                and cash equivalents at beginning of period
            
            
            19,931,206
            
            
            21,417,738Cash
                and cash equivalents at end of period
            
            $
            19,118,138
            
            $
            18,102,494


*See
                notes to consolidated financial statements.*








**Greene
      County Bancorp, Inc.**


**Notes
      to Consolidated Financial Statements**


**As
      of and for the Three Months Ended September 30, 2005 and
      2004**








**(1)**  **Basis
      of Presentation**





The
      accompanying consolidated balance sheet information as of June 30, 2005
      was
      derived from the audited consolidated financial statements of Greene County
      Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, The Bank of
      Greene County (the “Bank”) and its subsidiary, Greene County Commercial Bank.
      The consolidated financial statements at and for the three months ended
      September 30, 2005 and 2004 are unaudited.





The
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States of America (GAAP) for interim financial
      information and with the instructions to Form 10-QSB and Article 10 of
      Regulation S-X. Accordingly, they do not include all of the information and
      footnotes required by GAAP for complete financial statements. To the extent
      that
      information and footnotes required by GAAP for complete financial statements
      are
      contained in or are consistent with the audited financial statements
      incorporated by reference to Greene County Bancorp, Inc.’s Annual Report on Form
      10-KSB for the year ended June 30, 2005, such information and footnotes have
      not
      been duplicated herein. In the opinion of management, all adjustments
      (consisting of only normal recurring items) necessary for a fair presentation
      of
      the financial position and results of operations and cash flows at and for
      the
      periods presented have been included. Amounts in the prior year’s consolidated
      financial statements have been reclassified whenever necessary to conform to
      the
      current year’s presentation. These reclassifications had no effect on net income
      or retained earnings as previously reported. All material inter-company accounts
      and transactions have been eliminated in the consolidation. The results of
      operations and other data for the three months ended September 30, 2005 are
      not
      necessarily indicative of results that may be expected for the entire fiscal
      year ending June 30, 2006.





CRITICAL
      ACCOUNTING POLICY





Greene
      County Bancorp, Inc.’s critical accounting policy relates to the allowance for
      loan losses (the “Allowance”). It is based on management’s opinion of an amount
      that is intended to absorb losses in the existing portfolio. The allowance
      for
      loan losses is established through a provision for losses based on management’s
      evaluation of the risk inherent in the loan portfolio, the composition of the
      portfolio, specific impaired loans and current economic conditions. Such
      evaluation, which includes a review of all loans for which full collectibility
      may not be reasonably assured, considers among other matters, the estimated
      net
      realizable value or the fair value of the underlying collateral, economic
      conditions, historical loan loss experience, management’s estimate of probable
      credit losses and other factors that warrant recognition in providing for the
      allowance for loan losses. However, this evaluation involves a high degree
      of
      complexity and requires management to make subjective judgments that often
      require assumptions or estimates about highly uncertain matters. This critical
      accounting policy and its application are periodically reviewed with the Audit
      Committee and the Board of Directors.





While
      management uses available information to recognize losses on loans and OREO,
      future additions to the allowance, or OREO write-downs, may be necessary based
      on changes in economic conditions, asset quality or other factors. In addition,
      various regulatory authorities, as an integral part of their examination
      process, periodically review The Bank of Greene County’s allowance and the
      carrying value of OREO and other assets. Such authorities may require The Bank
      of Greene County to recognize additions to the allowance and/or write down
      the
      carrying value of OREO or other assets based on their judgments of information
      available to them at the time of their examination.














**(2)**  **(2)****Nature
      Of
      Operations**





The
      Bank
      of Greene County has six full-service offices and an operations center located
      in its market area consisting of Greene County and southern Albany County,
      New
      York. The Bank of Greene County is primarily engaged in the business of
      attracting deposits from the general public in The Bank of Greene County’s
      market area, and investing such deposits, together with other sources of funds
      in loans and investment securities.





**(3)**  **(3)****Use
      of
      Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those estimates.
      Material estimates that are particularly susceptible to significant change
      in
      the near term relate to the determination of the allowance for loan
      losses.




**(4)**  **Earnings
      Per Share**





Basic
      earnings per share (“EPS”) on common stock is computed by dividing net income by
      the weighted average number of shares of common stock outstanding for the
      period. Shares of restricted stock are not considered outstanding for the
      calculation of basic earnings per share until they become fully vested. Diluted
      earnings per share are computed in a manner similar to that of basic earnings
      per share except that the weighted average number of common shares outstanding
      is increased to include the number of incremental common shares that would
      have
      been outstanding under the treasury stock method if all potentially dilutive
      instruments (such as stock options and unvested restricted stock) became vested
      and (in the case of stock options) exercised during the period. Unallocated
      common shares held by the ESOP are not included in the weighted average number
      of common shares outstanding for either the basic or diluted earnings per share
      calculations. All share and per share information has been restated to give
      effect to the 2-for-1 stock split which was effective on May 31, 2005.





**Net
                Income**
            
            
            **Weighted
                Average Number of Shares**
              **Outstanding**
            
            
            **Earnings
                Per Share****Three
                Months Ended**September
                30, 2005:
            
            $
            655,480Basic
                EPS
            
            
            
            
            
            4,089,291
            
            $
            0.16Diluted
                EPS
            
            
            
            
            
            4,176,192
            
            $
            0.16September
                30, 2004:
            
            $
            804,520Basic
                EPS
            
            
            
            
            
            4,109,854
            
            $
            0.20Diluted
                EPS
            
            
            
            
            
            4,209,180
            
            $
            0.19




**(5)**  **Dividends**





The
      Board
      of Directors declared a semi-annual cash dividend of $0.22 per share of Greene
      County Bancorp, Inc.’s common stock. The dividend reflects an annual cash
      dividend rate of $0.44 per share, which represents an increase from the previous
      annual cash dividend rate of $0.43 per share. The dividend was payable to
      stockholders of record as of August 15, 2005, and paid on September 1, 2005.
      It
      should be noted that Greene County Bancorp, Inc.’s mutual holding company
      continued to waive receipt of dividends for the current period.





**(6)**  **Impact
      of Inflation and Changing Prices**





The
      consolidated financial statements of Greene County Bancorp, Inc. and notes
      thereto, presented elsewhere herein, have been prepared in accordance with
      U.S.
      generally accepted accounting principles, which require the measurement of
      financial position and operating results in terms of historical dollars without
      considering the change in the relative purchasing power of money over time
      and
      due to inflation. The impact of inflation is reflected in the increased cost
      of
      Greene County Bancorp, Inc.’s operations. Unlike most industrial companies,
      nearly all the assets and liabilities of Greene County Bancorp, Inc. are
      monetary. As a result, interest rates have a greater impact on Greene County
      Bancorp, Inc.’s performance than do the effects of general levels of inflation.
      Interest rates do not necessarily move in the same direction or to the same
      extent as the price of goods and services.





**(7)      
      Impact of Recent Accounting Pronouncements**





In
      December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment" SFAS
      123(R) amends SFAS No. 123, "Accounting for Stock-Based Compensation", and
      APB
      Opinion 25, "Accounting for Stock Issued to Employees." SFAS No.123(R) requires
      that the cost of share-based payment transactions (including those with
      employees and non-employees) be recognized in the financial statements. SFAS
      No.
      123(R) applies to all share-based payment transactions in which an entity
      acquires goods or services by issuing (or offering to issue) its shares, share
      options, or other equity instruments (except for those held by an ESOP) or
      by
      incurring liabilities (1) in amounts based (even in part) on the price of the
      entity's shares or other equity instruments, or (2) that require (or may
      require) settlement by the issuance of an entity's shares or other equity
      instruments. This statement is effective (1) for public companies qualifying
      as
      SEC small business issuers, as of the first interim period or fiscal year
      beginning after December 15, 2005, or (2) for all other public companies, as
      of
      the first interim period or fiscal year beginning after June 15, 2005, or (3)
      for all nonpublic entities, as of the first fiscal year beginning after December
      15, 2005. The effect of SFAS 123(R) on the Company's financial statements will
      not be material.





In
      January 2003, the FASB’s Emerging Issues Task Force (EITF) issued EITF Issue No.
      03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to
      Certain Investors” ** (“EITF
      03-1”), and in March 2004, the EITF issued an update. EITF 03-1 addresses the
      meaning of other-than-temporary impairment and its application to certain debt
      and equity securities. EITF 03-1 aids in the determination of impairment of
      an
      investment and gives guidance as to the measurement of impairment loss and
      the
      recognition and disclosures of other-than-temporary investments. EITF 03-1
      also
      provides a model to determine other-than-temporary impairment using
      evidence-based judgment about the recovery of the fair value up to the cost
      of
      the investment by considering the severity and duration of the impairment in
      relation to the forecasted recovery of the fair value. In July 2005, FASB
      adopted the recommendation of its staff to nullify key parts of EITF 03-1.
      The
      staff’s recommendations were to nullify the guidance on the determination of
      whether an investment is impaired as set forth in paragraphs 10-18 of Issue
      03-1
      and not to provide additional guidance on the meaning of other-than-temporary
      impairment. Instead, the staff recommends entities recognize
      other-than-temporary impairments by applying existing accounting literature
      such
      as paragraph 16 of SFAS 115.








**(8)    
      Stock-Based Compensation**





At
      September 30, 2005, Greene County Bancorp, Inc. had two stock-based compensation
      plans, which are described more fully in Note 9 of the financial statements
      and
      notes thereto for the year ended June 30, 2005. SFAS No. 123, *Accounting
      for Stock-Based Compensation* ,
      requires the measurement of the fair value of stock options or warrants granted
      to employees to be included in the statement of operations or, alternatively,
      disclosed in the notes to consolidated financial statements.  The Company
      accounts for stock-based compensation of employees under the intrinsic value
      method of Accounting Principles Board (APB) Opinion No. 25, *Accounting
      for Stock Issued to Employees* ,
      and
      related Interpretations and has elected the disclosure-only alternative under
      SFAS No. 123.  No stock-based compensation cost is reflected in net
      income,
      as all options granted under the plans had an exercise price equal to the market
      value of the underlying common stock on the date of grant. The following table
      illustrates the effect on net income and earnings per share as if the Company
      had applied the fair value recognition provisions of FASB Statement No. 123, *Accounting
      for Stock-Based Compensation* ,
      to
      stock-based employee compensation.





Three
                Months EndedSeptember
                30,2005
            
            
            2004Net
                income, as reported
            
            $
            655,480
            
            $
            804,520Deduct:
                Total stock-based compensationexpense
                determined under fair valuebased
                method for all awards, net ofrelated
                tax effects
            
            
            486
            
            
            6,919Pro
                forma net income
            
            $
            654,994
            
            $
            797,601Earnings
                per share:Basic
                - as reported
            
            $
            0.16
            
            $
            0.20Basic
                - pro forma
            
            $
            0.16
            
            $
            0.20Diluted
                - as reported
            
            $
            0.16
            
            $
            0.19Diluted
                - pro forma
            
            $
            0.16
            
            $
            0.19





The
      fair
      value of each option grant has been estimated using the Black-Scholes
      option-pricing model with the following weighted average assumptions used for
      grants in all periods presented: dividend yield of 3.0%, expected volatility
      of
      29.54%, risk free interest rate of 4.78%, and expected term of 5 years.





**Item
      2.Management’s Discussion and
      Analysis of Financial Condition and Results of Operation**





**Overview
      of the Company’s Activities and Risks**





Greene
      County Bancorp, Inc.’s results of operations depend primarily on its net
      interest income, which is the difference between the income earned on Greene
      County Bancorp, Inc.’s loan and securities portfolios and its cost of funds,
      consisting of the interest paid on deposits and borrowings. Results of
      operations are also affected by Greene County Bancorp, Inc.’s provision for loan
      losses, income and expense pertaining to foreclosed real estate, gains
      and
      losses from sales of securities, noninterest income and noninterest expense.
      Noninterest income consists primarily of fees and service charges. Greene County
      Bancorp, Inc.’s noninterest expense consists principally of compensation and
      employee benefits, occupancy, equipment and data processing, and other operating
      expenses. Results of operations are also significantly affected by general
      economic and competitive conditions, changes in interest rates, as well as
      government policies and actions of regulatory authorities. Additionally, future
      changes in applicable law, regulations or government policies may materially
      affect Greene County Bancorp, Inc.





To
      operate successfully, the Company must manage various types of risk, including
      but not limited to, market or interest rate risk, credit risk, transaction
      risk,
      liquidity risk, security risk, strategic risk, reputation risk and compliance
      risk. While all of these risks are important, the risks of greatest significance
      to the Company relate to market or interest rate risk and credit
      risk.





Market
      risk is the risk of loss from adverse changes in market prices and/or interest
      rates. Since net interest income (the difference between interest earned on
      loans and investments and interest paid on deposits and borrowings) is the
      Company’s primary source of revenue, interest rate risk is the most significant
      non-credit related market risk to which the Company is exposed. Net interest
      income is affected by changes in interest rates as well as fluctuations in
      the
      level and duration of the Company’s assets and liabilities.





Interest
      rate risk is the exposure of the Company’s net interest income to adverse
      movements in interest rates. In addition to directly impacting net interest
      income, changes in interest rates can also affect the amount of new loan
      originations, the ability of borrowers and debt issuers to repay loans and
      debt
      securities, the volume of loan repayments and refinancings, and the flow and
      mix
      of deposits.





Credit
      risk is the risk to the Company’s earnings and shareholders’ equity that results
      from customers, to whom loans have been made and to the issuers of debt
      securities in which the Company has invested, failing to repay their
      obligations. The magnitude of risk depends on the capacity and willingness
      of
      borrowers and debt issuers to repay and the sufficiency of the value of
      collateral obtained to secure the loans made or investments
      purchased.





**Special
      Note Regarding Forward Looking Statements**





This
      quarterly report contains forward-looking statements. Greene County Bancorp,
      Inc. desires to take advantage of the “safe harbor” provisions of the Private
      Securities Litigation Reform Act of 1995 and is including this statement for
      the
      express purpose of availing itself of the protections of the safe harbor with
      respect to all such forward-looking statements. These forward-looking
      statements, which are included in this Management’s Discussion and Analysis and
      elsewhere in this quarterly report, describe future plans or strategies and
      include Greene County Bancorp, Inc.’s expectations of future financial results.
      The words “believe,”“expect,”“anticipate,”“project,” and similar expressions
      identify forward-looking statements. Greene County Bancorp, Inc.’s ability to
      predict results or the effect of future plans or strategies or qualitative
      or
      quantitative changes based on market risk exposure is inherently uncertain.
      Factors that could affect actual results include but are not limited to:


(a)
            changes
                in general market interest rates,


(b)
            general
                economic conditions,


(c)
            legislative
                and regulatory changes,


(d)
            monetary
                and fiscal policies of the U.S. Treasury and the Federal Reserve,


(e)
            changes
                in the quality or composition of The Bank of Greene County’s loan
                portfolio or the consolidated investment portfolios of The Bank of
                Greene
                County and Greene County Bancorp, Inc.,


(f)
            deposit
                flows,


(g)
            competition,
                and


(h)
            demand
                for financial services in Greene County Bancorp, Inc.’s market area.





These
      factors should be considered in evaluating the forward-looking statements,
      and
      undue reliance should not be placed on such statements, since results in future
      periods may differ materially from those currently expected because of various
      risks and uncertainties.








**Comparison
      of Financial Condition as of September 30, 2005 and June 30,
      2005**





ASSETS





Total
      assets of the Company were $291.0 million at September 30, 2005 as compared
      to
      $294.7 million at June 30, 2005, a decrease of $3.7 million, or 1.3%. Investment
      securities amounted to $91.6 million, or 31.6% of assets, at September 30,
      2005
      as compared to $98.9 million, or 33.5% of assets, at June 30, 2005, a decrease
      of $7.3 million or 7.4%. Principal pay-downs and maturities associated with
      investment securities amounted to $8.9 million between June 30, 2005 and
      September 30, 2005. These activities were partially offset by investment
      purchases of $2.2 million over the same time frame. Loans grew by $4.2 million
      between September 30, 2005 and June 30, 2005. As a result, net loans represented
      57.9% of assets at September 30, 2005 as compared to 55.8% of assets at June
      30,
      2005.





CASH
      AND
      CASH EQUIVALENTS





Total
      cash and cash equivalents decreased to $19.1 million at September 30, 2005
      as
      compared to $19.9 million at June 30, 2005, a decrease of $0.8 million or 4.0%.
      Cash, such as vault cash and balances with correspondent banks, decreased
      approximately $2.5 million between September 30, 2005 and June 30, 2005. Federal
      funds sold increased to $10.7 million at September 30, 2005 as compared to
      $9.1
      million at June 30, 2005, an increase of $1.6 million or 17.6%. The level of
      cash and cash equivalents is a function of the daily account clearing needs
      and
      deposit levels as well as activities associated with investment transactions
      and
      loan funding. All of these items can cause cash levels to fluctuate
      significantly on a daily basis.





INVESTMENT
      SECURITIES





Investment
      securities decreased $7.3 million, or 7.4% to $91.6 million at September 30,
      2005 as compared to $98.9 million at June 30, 2005. The decrease in the
      investment portfolio was the result of principal pay-downs that amounted to
      $4.4
      million, of which $3.8 million were mortgage-backed securities, and maturities
      that amounted to $4.5 million, of which $3.5 million were corporate securities.
      Purchases of $2.2 million, primarily tax-free investments, offset the principal
      pay-downs and maturities between September 30, 2005 and June 30, 2005. The
      decline in the investment portfolio was used to help fund loan growth. The
      investment portfolio shifted away from corporate debt securities, which
      represented 1.7% of the portfolio at September 30, 2005 as compared to 5.1%
      at
      June 30, 2005, due to maturities, and toward state and political subdivision
      investments which represented 29.2% of the portfolio composition at September
      30, 2005 as compared to 26.4% at June 30, 2005. The shift toward state and
      political subdivision securities was to take advantage of tax savings and to
      promote Greene County Bancorp, Inc.’s participation in the communities in which
      it operates.





*(Dollars
                rounded to nearest thousand)*
            
            
            Fair value
                at
              Sept.
                30, 2005
            
            
            Percentage
              of
                portfolio
            
            
            Fair value
                at
              June
                30, 2005
            
            
            Percentage
              of
                portfolioU.S.
                government agencies
            
            $
            3,764
            
            
            4.1
            %
            $
            3,889
            
            
            3.9
            %State
                and political subdivisions
            
            
            26,771
            
            
            29.2
            
            
            26,086
            
            
            26.4Mortgage-backed
                securities
            
            
            57,884
            
            
            63.2
            
            
            62,158
            
            
            62.9Asset-backed
                securities
            
            
            125
            
            
            0.2
            
            
            144
            
            
            0.2Corporate
                debt securities
            
            
            1,526
            
            
            1.7
            
            
            5,056
            
            
            5.1Total
                debt securities
            
            
            90,070
            
            
            98.4
            
            
            97,333
            
            
            98.5Equity
                securities and other
            
            
            1,496
            
            
            1.6
            
            
            1,518
            
            
            1.5Total
                available-for-sale securities
            
            $
            91,566
            
            
            100.0
            %
            $
            98,851
            
            
            100.0
            %








LOANS





Net
      loans
      receivable increased to $168.5 million at September 30, 2005 from $164.3 million
      at June 30, 2005, an increase of $4.2 million, or 2.6%. The loan growth
      experienced during the quarter primarily consisted of $2.4 million in
      residential mortgages, $1.1 million in home equity loans and $0.5 million in
      commercial loans. The continued low interest rate environment and strong
      customer satisfaction from personal service continued to enhance loan growth.
      Recent interest rate hikes by the Federal Open Market Committee have yet to
      significantly affect long term interest rates. If long term rates begin to
      rise,
      the Company anticipates some slow down in new loan demand as well as refinancing
      activities. It appears consumers continue to use the equity in their homes
      to
      fund financing needs for some activities, where in the past an installment
      loan
      may have been the choice. The low financing options from auto makers continued
      to cut into the Bank’s automobile loan generation.








*(Dollars
                rounded to nearest thousand)*
            
            
            At
              Sept.
                30, 2005
            
            
            Percentage
              of
                portfolio
            
            
            At
              June
                30, 2005
            
            
            Percentage
              of
                portfolioReal
                estate mortgagesResidential
            
            $
            126,364
            
            
            74.4
            %
            $
            123,939
            
            
            74.8
            %Commercial
            
            
            18,322
            
            
            10.8
            
            
            18,077
            
            
            10.9Home
                equity loans
            
            
            13,699
            
            
            8.1
            
            
            12,607
            
            
            7.6Commercial
                loans
            
            
            7,402
            
            
            4.3
            
            
            6,860
            
            
            4.1Installment
                loans
            
            
            3,333
            
            
            2.0
            
            
            3,466
            
            
            2.1Passbook
                loans
            
            
            753
            
            
            0.4
            
            
            742
            
            
            0.5Total
                loans
            
            $
            169,873
            
            
            100.0
            %
            $
            165,691
            
            
            100.0
            %Less:
                Allowance for loan losses
            
            
            (1,249
            )
            
            
            
            
            (1,236
            )Unearned
                origination fees and costs, net
            
            
            (139
            )
            
            
            
            
            (163
            )Net
                loans receivable
            
            $
            168,485
            
            
            
            
            $
            164,292











ALLOWANCE
      FOR LOAN LOSSES





The
      allowance for loan losses is established through a provision for loan losses
      based on management’s evaluation of the risk inherent in the loan portfolio, the
      composition of the loan portfolio, specific impaired loans and current economic
      conditions. Such evaluation, which includes a review of all loans on which
      full
      collectibility may not be reasonably assured, considers among other matters,
      the
      estimated net realizable value or the fair value of the underlying collateral,
      economic conditions, historical loan loss experience and other factors that
      warrant recognition in providing for an allowance for loan losses. In addition,
      various regulatory agencies, as an integral part of their examination process,
      periodically review The Bank of Greene County’s allowance for loan losses and
      valuation of OREO. Such agencies may require The Bank of Greene County to
      recognize additions to the allowance based on their judgment about information
      available to them at the time of their examination. Various regulatory agencies
      issued guidance recommending banks include the charged off account balances
      associated with overdraft protection programs in the evaluation of the allowance
      for loan losses. The charged off amount associated with overdraft protection
      does not include associated fees which would have been collected. The allowance
      for loan losses is increased by a provision for loan losses (which results
      in a
      charge to expense) and is reduced by net charge-offs. The level of the provision
      for the quarter ended September 30, 2005, was driven by the continued good
      asset
      quality. Any future increase in the allowance for loan losses or loan
      charge-offs could have a material adverse effect on Greene County Bancorp,
      Inc.’s results of operations and financial condition.





Allowance
                for loan losses
            
            
            Quarter
                ended
            
            
            Quarter
                endedSeptember
                30, 2005
            
            
            September
                30, 2004Balance
                at the beginning of the period
            
            $
            1,235,999
            
            $
            1,241,091Charge-offs:Installment
                loans to individuals
            
            
            16,239
            
            
            5,582Overdraft
                protection
            
            
            14,598
            
            
            22,263Total
                loans charged off
            
            
            30,837
            
            
            27,845Recoveries:Installment
                loans to individuals
            
            
            3,986
            
            
            3,785Overdraft
                protection
            
            
            10,051
            
            
            8,434Total
                recoveries
            
            
            14,037
            
            
            12,219Net
                charge-offs
            
            
            16,800
            
            
            15,626Provisions
                charged to operations
            
            
            30,000
            
            
            43,829Balance
                at the end of the period
            
            
            1,249,199
            
            $
            1,269,294Ratio
                of net charge-offs to average loans outstanding
            
            
            0.01
            %
            
            0.01
            %Ratio
                of net charge-offs to nonperforming assets
            
            
            5.20
            %
            
            3.88
            %Allowance
                for loan loss to nonperforming loans
            
            
            387.01
            %
            
            416.61
            %Allowance
                for loan loss to net loans receivable
            
            
            0.74
            %
            
            0.82
            %








Nonaccrual
      Loans and Nonperforming Assets


Loans
      are
      reviewed on a regular basis. Management determines that a loan is impaired
      or
      nonperforming when it is probable at least a portion of the loan will not be
      collected in accordance with its contractual terms due to an irreversible
      deterioration in the financial condition of the borrower or the value of the
      underlying collateral. When a loan is determined to be impaired, the measurement
      of the loan is based on the present value of estimated future cash flows, except
      that all collateral-dependent loans are measured for impairment based on the
      fair value of the collateral. Management places loans on nonaccrual status
      once
      the loans have become over 90 days delinquent. Nonaccrual is defined as a loan
      in which collectibility is questionable and therefore interest on the loan
      will
      no longer be recognized on an accrual basis. A loan does not have to be 90
      days
      delinquent in order to be classified as nonperforming. Foreclosed real estate
      is
      considered a nonperforming asset. The Bank of Greene County had no accruing
      loans delinquent more than 90 days at September 30, 2005 or June 30,
      2005.





Analysis
      of Nonaccrual Loans and Nonperforming Assets





At
                September 30, 2005
            
            
            At
                June 30, 2005Nonaccruing
                loansReal
                estate mortgage loansResidential
                mortgages loans (one- to four-family)
            
            $
            235,908
            
            $
            125,841Commercial
                mortgage loans
            
            
            ---
            
            
            50,318Home
                equity
            
            
            80,698
            
            
            96,381Commercial
                loans
            
            
            ---
            
            
            24,416Installment
                loans to individuals
            
            
            6,176
            
            
            51,387Total
                nonaccruing loans
            
            
            322,782
            
            
            348,343Foreclosed
                real estate
            
            
            ---
            
            
            --Total
                nonperforming assets
            
            $
            322,782
            
            $
            348,343Total
                nonperforming assets
              as
                a percentage of total assets
            
            
            0.11
            %
            
            0.12
            %Total
                nonperforming loans to total loans
            
            
            0.19
            %
            
            0.21
            %





At
      September 30, 2005, gross interest income of $10,500 would have been recorded
      on
      nonaccrual loans under their original terms if the loans had been current
      throughout the period. No interest income was recorded on nonaccrual loans
      or on
      accruing loans more than 90 days delinquent at September 30, 2005.








DEPOSITS





Total
      deposits decreased to $249.7 million at September 30, 2005 from $253.2 million
      at June 30, 2005, a decrease of $3.5 million, or 1.4%. The primary reason for
      the decline in deposit balances was due to the payment of various escrow taxes
      for customers in the last few days of September 2005. Deposit escrow accounts
      are included in the savings deposit category, which declined $4.4 million in
      total. As noted earlier, the Federal Open Market Committee has raised interest
      rates recently; as a result, customers have begun to invest again in
      certificates of deposit indicated by a balance increase of $1.9 million
      between June 30, 2005 and September 30, 2005. The Company continues
      to
      try to encourage customers to open noninterest bearing deposit accounts through
      various marketing strategies, including free gifts.





*(Dollars
                rounded to nearest thousand)*
            
            
            At
              Sep.
                30, 2005
            
            
            Percentage
              Of
                portfolio
            
            
            At
              June
                30, 2005
            
            
            Percentage
              of
                portfolioNoninterest
                bearing deposits
            
            $
            38,867
            
            
            15.5
            %
            $
            37,591
            
            
            14.9
            %Certificates
                of deposit
            
            
            55,849
            
            
            22.4
            
            
            53,991
            
            
            21.3Savings
                deposits
            
            
            93,360
            
            
            37.4
            
            
            97,759
            
            
            38.6Money
                market deposits
            
            
            39,644
            
            
            15.9
            
            
            40,766
            
            
            16.1NOW
                deposits
            
            
            21,976
            
            
            8.8
            
            
            23,130
            
            
            9.1Total
                deposits
            
            $
            249,696
            
            
            100.0
            %
            $
            253,237
            
            
            100.0
            %





BORROWINGS





At
      September 30, 2005, The Bank of Greene County had the following
      borrowings:





Amount
            Rate
            Maturity
                Date$5,000,000
            3.64%
                -Fixed two years, convertible thereafter
            10/24/20132,500,000
            6.80%
                -Fixed
            10/04/2005$7,500,000










The
      $5.0
      million borrowing is convertible given certain criteria including three-month
      LIBOR of at least 7.5%.





EQUITY





Shareholders’
      equity increased to $32.9 million at September 30, 2005 from $32.8 million
      at
      June 30, 2005, as net income of $655,500 was partially offset by dividends
      paid
      of $402,000. Accumulated other comprehensive income decreased to $145,000 as
      a
      result of a decline in the fair value of the available-for-sale investment
      portfolio, net of tax. Other changes in equity were the result of activities
      associated with the various stock-based compensation plans of the Company
      including the 2000 Stock Option Plan and ESOP Plan. 2,300 options were
      exercised, during the quarter ended September 30, 2005 reducing the number
      of
      shares held as treasury stock to 173,464.








**Comparison
      of Operating Results for the Three Months Ended September 30, 2005 and
      2004**





**Average
      Balance Sheet**





The
      following table sets forth certain information relating to Greene County
      Bancorp, Inc. for the quarters ended September 30, 2005 and 2004. For the
      periods indicated, the total dollar amount of interest income from average
      interest-earning assets and the resultant yields, as well as the interest
      expense on average interest-bearing liabilities, are expressed both in dollars
      and rates. No tax equivalent adjustments were made. For the quarter ended
      September 30, 2005 and 2004, average balances were based on daily averages,
      except for deposit accounts which were based on weekly averages. Interest and
      balances of nonaccrual loans and certain deferred origination fees and costs
      have been excluded from the average loan balances and yield calculations in
      these tables.








*(Dollars
                in thousands)*
            
            
            2005
            
            
            2005
            
            
            2005
            
            
            2004
            
            
            2004
            
            
            2004Average
            
            
            Interest
            
            
            Average
            
            
            Average
            
            
            Interest
            
            
            AverageOutstanding
            
            
            Earned/
            
            
            Yield/
            
            
            Outstanding
            
            
            Earned/
            
            
            Yield/Balance
            
            
            Paid
            
            
            Rate
            
            
            Balance
            
            
            Paid
            
            
            RateInterest
                earning assets:Loans
                receivable, net1
            
            $
            166,598
            
            $
            2,682
            
            
            6.44
            %
            $
            151,189
            
            $
            2,461
            
            
            6.51
            %Investment
                securities2
            
            
            95,232
            
            
            810
            
            
            3.40
            
            
            104,759
            
            
            989
            
            
            3.78Federal
                funds
            
            
            11,473
            
            
            99
            
            
            3.45
            
            
            10,559
            
            
            39
            
            
            1.48Interest
                bearing bank balances
            
            
            2,798
            
            
            21
            
            
            3.00
            
            
            2,387
            
            
            7
            
            
            1.17FHLB
                stock
            
            
            1,785
            
            
            24
            
            
            5.38
            
            
            1,729
            
            
            11
            
            
            2.54Total
                interest earning assets
            
            
            277,886
            
            
            3,636
            
            
            5.23
            
            
            270,623
            
            
            3,507
            
            
            5.18Interest
                bearing liabilities:Savings
                and money market deposits
            
            
            138,735
            
            
            445
            
            
            1.28
            
            
            126,634
            
            
            372
            
            
            1.18Demand
                and NOW deposits
            
            
            60,367
            
            
            24
            
            
            0.16
            
            
            52,492
            
            
            25
            
            
            0.19Certificates
                of deposit
            
            
            54,183
            
            
            348
            
            
            2.57
            
            
            57,685
            
            
            295
            
            
            2.05Borrowings
            
            
            7,500
            
            
            89
            
            
            4.75
            
            
            10,286
            
            
            119
            
            
            4.63Total
                interest bearing liabilities
            
            $
            260,785
            
            
            906
            
            
            1.39
            %
            $
            247,097
            
            
            811
            
            
            1.31
            %Net
                interest income
            
            
            
            
            $
            2,730
            
            
            
            
            
            
            
            $
            2,696Net
                interest rate spread
            
            
            
            
            
            
            
            
            3.84
            %
            
            
            
            
            
            
            
            3.87
            %Net
                interest margin
            
            
            
            
            
            
            
            
            3.93
            %
            
            
            
            
            
            
            
            3.98
            %Average
                interest earning assets toaverage
                interest bearing liabilities
            
            
            
            
            
            
            
            
            106.56
            %
            
            
            
            
            
            
            
            109.52
            %








1 Calculated
      net of deferred loan fees and costs, loan discounts, loans in process and loan
      loss reserves.


2 Includes
      tax-free securities, mortgage-backed securities and asset-backed
      securities .








**Rate
      / Volume Analysis**





The
      following table presents the extent to which changes in interest rates and
      changes in the volume of interest-earning assets and interest-bearing
      liabilities have affected Greene County Bancorp, Inc.’s interest income and
      interest expense during the periods indicated. Information is provided in each
      category with respect to:


(i)
            Change
                attributable to changes in volume (changes in volume multiplied by
                prior
                rate);


(ii)
            Change
                attributable to changes in rate (changes in rate multiplied by prior
                volume); and


(iii)
            The
                net change.


The
      changes attributable to the combined impact of volume and rate have been
      allocated proportionately to the changes due to volume and the changes due
      to
      rate.





Three
                Months
              Ended
                September 30,*(Dollars
                in thousands)*
            
            2005
                versus 2004Increase/(Decrease)
            
            TotalDue to
            
            Increase/Interest-earning
                assets:
            
            
            Volume
            
            
            Rate
            
            
            (Decrease)Loans
                receivable, net1
            
            $
            247
            
            $
            (26
            )
            $
            221Investment
                securities2
            
            
            (85
            )
            
            (94
            )
            
            (179
            )Federal
                funds
            
            
            4
            
            
            56
            
            
            60Interest-bearing
                bank balances
            
            
            1
            
            
            13
            
            
            14FHLB
                stock
            
            
            0
            
            
            13
            
            
            13Total
                interest-earning assets
            
            
            167
            
            
            (38
            )
            
            129Interest-bearing
                liabilities:Savings
                deposits
            
            
            39
            
            
            34
            
            
            73Demand
                and NOW deposits
            
            
            19
            
            
            (20
            )
            
            (1
            )Certificates
                of deposit
            
            
            (17
            )
            
            70
            
            
            53Borrowings
            
            
            (33
            )
            
            3
            
            
            (30
            )Total
                interest-bearing liabilities
            
            
            8
            
            
            87
            
            
            95Net
                interest income
            
            $
            159
            
            $
            (125
            )
            $
            34





1 Calculated net of deferred loan fees, loan discounts, loans in process and
      loan
      loss reserves.


2 Includes
      tax-free securities, mortgage-backed securities and asset-backed
      securities.





GENERAL





Return
      on
      average assets and return on average equity are common methods of measuring
      operating results. Return on average assets decreased to 0.89% for the quarter
      ended September 30, 2005 as compared to 1.12% for the quarter ended September
      30, 2004. Return on average equity decreased to 8.01% for the quarter ended
      September 30, 2005 as compared to 10.58% for the quarter ended September 30,
      2004. The decline in return on average assets and return on average equity
      was
      primarily the result of higher noninterest expenses and partially due to lower
      net interest spread and margin. Net income amounted to $655,500 for the quarter
      ended September 30, 2005 as compared to $804,500 for the prior year period,
      a
      decrease of $149,000 or 18.5%. Average assets increased $7.9 million, or 2.8%
      to
      $294.8 million for the quarter ended September 30, 2005 as compared to $286.9
      million for the quarter ended September 30, 2004. Average equity increased
      $2.3
      million, or 7.6%, to $32.7 million for the quarter ended September 30, 2005
      as
      compared to $30.4 million for the quarter ended September 30, 2004.





INTEREST
      INCOME





Interest
      income amounted to $3.6 million for the quarter ended September 30, 2005 as
      compared to $3.5 million for the quarter ended September 30, 2004, an increase
      of $0.1 million or 2.9%. The increase in loan volume offset by a decline in
      the
      yield on such interest earning assets had the greatest impact on interest income
      when comparing the quarters ended September 30, 2005 and 2004. Average loan
      balances increased $15.4 million and were offset by a 7 basis point drop in
      yield when comparing the quarters ended September 30, 2005 and 2004. Although
      the overall impact on interest income from loans was positive, it was offset
      by
      lower volume and yield on investment securities for which average balances
      declined $9.5 million and the yield on such investments declined 38 basis points
      when comparing the quarters ended September 30, 2005 and 2004. The short term
      investments such as interest bearing bank balances and federal funds sold also
      contributed to improvement in interest income when comparing quarters ended
      September 30, 2005 and 2004, primarily as a result of the interest rate hikes
      implemented by the Federal Open Market Committee during the last several
      quarters. Although the Federal Open Market Committee has increased short-term
      rates several times during the last several quarters and indicates it intends
      to
      continue to raise short-term rates, the long-term rates continue to remain
      relatively unchanged and low.




INTEREST
      EXPENSE





Interest
      expense amounted to $906,000 for the quarter ended September 30, 2005 as
      compared to $812,000 for the quarter ended September 30, 2004, an increase
      of
      $94,000 or 11.6%. Interest expense on deposits increased to $817,000 for the
      quarter ended September 30, 2005 as compared to $693,000 for the quarter ended
      September 30, 2004. Interest expense on borrowings declined $30,000 to $89,000
      for the quarter ended September 30, 2005 as compared to $119,000 for the quarter
      ended September 30, 2004. Changes in rate on interest-bearing liabilities had
      the greatest impact on overall interest expense. The average rate paid on
      savings and money market deposits increased 10 basis points when comparing
      the
      quarters ended September 30, 2005 and 2004, and the average balance of such
      accounts grew by $12.1 million, contributing to the overall increase in interest
      expense. The average balance of certificates of deposit fell by $3.5 million
      but
      was offset by an increase of 52 basis points in the average rate paid on
      remaining balances when comparing the quarters ended September 30, 2005 and
      2004. The level of interest paid on borrowings when comparing the quarters
      ended
      September 30, 2005 and 2004 was primarily affected by the repayment of $2.5
      million with a rate of 6.82% on September 2, 2004.





Due
      to
      the large portion of fixed rate residential mortgages in the Company’s asset
      portfolio, interest rate risk is a concern and the Company will continue to
      monitor the situation and attempt to adjust the asset and liability mix as
      much
      as possible to take advantage of the benefits and reduce the risks or potential
      negative effects of a rising rate environment. Management attempts to mitigate
      the interest rate risk through balance sheet composition. Several strategies
      are
      used to help manage interest rate risk such as maintaining a high level of
      liquid assets such as short-term federal funds sold and various investment
      securities; and maintaining a high concentration of less interest-rate sensitive
      and lower-costing core deposits.





NET
      INTEREST INCOME





Net
      interest income remained relatively flat at $2.7 million for the quarters ended
      September 30, 2005 and 2004. Net interest spread decreased to 3.84% as compared
      to 3.87%, when comparing the quarters ended September 30, 2005 and 2004. Net
      interest margin decreased five basis points to 3.93% for the quarter ended
      September 30, 2005 as compared to 3.98% for the quarter ended September 30,
      2004. The tightening of the net interest spread and margin hindered net interest
      income growth when comparing the quarters ended September 30, 2005 and
      2004.





Due
      to
      the large level of long term fixed rate loans, The Bank of Greene County may
      continue to experience compression of net interest margin and spread in a rising
      rate environment.








PROVISION
      FOR LOAN LOSSES





The
      provision for loan losses amounted to $30,000 for the quarter ended September
      30, 2005 and $44,000 for the quarter ended September 30, 2004. The level of
      provision for loan losses was largely impacted by the asset quality of the
      overall loan portfolio, which continued to remain good. Nonperforming assets
      to
      total assets amounted to 0.11% and nonperforming loans to total loans amounted
      to 0.19% at September 30, 2005. The collateral associated with the residential
      mortgages and home equities classified as nonaccrual was deemed sufficient
      and
      the amount of individual loans classified as nonaccrual was insignificant.





NONINTEREST
      INCOME





Noninterest
      income amounted to $802,000 for the quarter ended September 30, 2005 as compared
      to $684,000 for the quarter ended September 30, 2004, an increase of $118,000
      or
      17.3%. Service charges on deposit accounts increased $26,000 due to higher
      levels of insufficient funds charges. The Company continues to grow income
      from
      higher volumes of activity in debit cards, E-commerce and services performed
      through Essex Corp’s “Investors MarketPlace”, an alternative investment
      resource.





NONINTEREST
      EXPENSE





Noninterest
      expense amounted to $2.6 million for the quarter ended September 30, 2005 as
      compared to $2.2 million for the quarter ended September 30, 2004, an increase
      of $0.4 million or 18.2%. Salaries and employee benefits increased $256,000
      when
      comparing quarters ended September 30, 2005 and 2004. Several new positions
      as
      well as annual compensation increases, and higher retirement and medical
      insurance costs caused the higher compensation and employee benefits. The new
      positions included expansion of the business development and marketing staff,
      as
      well as a finance manager and several branch personnel. Approximately $23,000
      of
      the increase in salaries was due to more over-time as a result of the training
      and preparation for the data processing system conversion, which occurred over
      the weekend of October 15, 2005. Retirement expense increased approximately
      $26,000 primarily as a result of more staff eligible to participate in the
      retirement plans. Occupancy expense increased approximately $21,000 when
      comparing the quarters ended September 30, 2005 and 2004 due to higher utility
      costs and increased depreciation expense associated with the relocated Cairo
      branch. Equipment and furniture expense increased $28,000 when comparing the
      quarters ended September 30, 2005 and 2004 due to new furniture in the Cairo
      branch and some equipment purchases associated with the data processing system
      conversion. Other expenses associated with the data processing system conversion
      caused the increase in miscellaneous other expenses such as training costs,
      computer supplies and licensing fees, and professional fees.





INCOME
      TAXES





The
      provision for income taxes directly reflects the expected tax associated with
      the revenue generated for the given year and certain regulatory requirements.
      The effective tax rate was 30.0% for the quarter ended September 30, 2005,
      compared to 28.6% for the quarter ended September 30, 2004. The effective rate
      is derived from the expected rate to be paid on income for the entire fiscal
      year and can be affected by the level of municipal investment holdings and
      various compensation plans.





LIQUIDITY
      AND CAPITAL RESOURCES





Market
      risk is the risk of loss in a financial instrument arising from adverse changes
      in market rates or prices such as interest rates, foreign currency exchange
      rates, commodity prices, and equity prices. Greene County Bancorp, Inc.’s most
      significant form of market risk is interest rate risk since the majority of
      Greene County Bancorp, Inc.’s assets and liabilities are sensitive to changes in
      interest rates. Greene County Bancorp, Inc.’s primary sources of funds are
      deposits and proceeds from principal and interest payments on loans,
      mortgage-backed securities and debt securities, with lines of credit available
      through the Federal Home Loan Bank as needed. While maturities and scheduled
      amortization of loans and securities are predictable sources of funds, deposit
      outflows, mortgage prepayments, and lending activities are greatly influenced
      by
      general interest rates, economic conditions and competition.





The
      low
      market interest rate environment had helped to improve the net interest spread
      and margin in recent quarters; however, an increasing or flat market interest
      rate environment is expected to have the reverse effect, especially in the
      case
      of a rapidly increasing interest rate environment.





Mortgage
      loan commitments totaled $5.0 million at September 30, 2005. The unused portion
      of overdraft lines of credit amounted to $0.6 million, the unused portion of
      home equity lines of credit amounted to $4.4 million, and the unused portion
      of
      commercial lines of credit amounted to $3.2 million at September 30, 2005.
      Greene County Bancorp, Inc. anticipates that it will have sufficient funds
      available to meet current loan commitments based on the level of cash and cash
      equivalents as well as the available for sale investment portfolio and borrowing
      capacity from FHLBNY.





During
      the current fiscal year, The Bank of Greene County is relocating the Coxsackie
      branch in order to better service our customers. Due to the tremendous retail
      and commercial deposit growth experienced by the Company in the last several
      years, which is expected to continue, the branch facility had been outgrown.
      It
      is expected that the Company will have sufficient cash or other means of
      liquidity to fund this project.





The
      Bank
      of Greene County met all regulatory capital requirements at September 30, 2005
      and June 30, 2005. Consolidated shareholders’ equity represented 11.32% of total
      assets at September 30, 2005 and 11.11% of total assets of June 30,
      2005.





**Item
      3. Controls and
      Procedures**





Under
      the
      supervision and with the participation of the Company's management,
      including its Chief Executive Officer and Chief Financial Officer, the
      Company evaluated the effectiveness of the design and operation of its
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) as of the end of the period covered by this report.
      Based upon that evaluation, the Chief Executive Officer and Chief Financial
      Officer concluded that, as of the end of the period covered by this
      report, the Company's disclosure controls and procedures were
      effective to ensure that information required to be disclosed in the reports
      that the Company files or submits under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in the Securities
      and
      Exchange Commission's rules and forms and in timely altering them to material
      information relating to the Company (or its consolidated subsidiaries) required
      to be filed in its periodic SEC filings.




There
      has
      been no change in the Company's internal control over financial reporting in
      connection with the quarterly evaluation that occurred during the Company's
      last
      fiscal quarter that has materially affected, or is reasonably likely to
      materially affect, the Company's internal control over financial
      reporting.








**Part
      II.Other Information**




Item
      1.   Legal Proceedings


Greene County Bancorp, Inc. is not engaged in any material legal
      proceedings


at the present time.





Item
      2. Unregistered Sales of Equity Securities and
      Use of Proceeds


During the quarter ended September 30, 2005, no purchases of registrant’s
      equity


securities were completed by the registrant or any affiliate.





Item
      3.  Defaults Upon Senior
      Securities


Not applicable





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


Not applicable





Item
      5.   Other Information


Not applicable





Item
      6. Exhibits





Exhibits


31.1
      Certification of Chief Executive Officer, adopted pursuant to Rule
      13a-14(a)/15d-14(a)


31.2
      Certification of Chief Financial Officer, adopted pursuant to Rule
      13a-14(a)/15d-14(a)


32.1
      Statement of Chief Executive Officer, furnished pursuant to U.S.C. section
      1350


32.2
      Statement of Chief Financial Officer, furnished pursuant to U.S.C. section
      1350








**SIGNATURES**











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








Greene
      County Bancorp, Inc.





Date:
      November 14, 2005





By:
      /s/ J. Bruce Whittaker











J.
      Bruce
      Whittaker


President
      and Chief Executive Officer

















Date:
      November 14, 2005





By:
      /s/ Michelle Plummer











Michelle
      Plummer


Chief
      Financial Officer and Treasurer











**EXHIBIT****31.1**





**Certification
      of Chief Executive Officer**


**Pursuant
      to** **Section
      302 of the Sarbanes-Oxley Act of 2002**





I,
      J.
      Bruce Whittaker, President and Chief Executive Officer, certify that:





1.
            I
                have reviewed this quarterly report on Form 10-QSB of Greene County
                Bancorp, Inc.;





2.
            Based
                on my knowledge, this quarterly report does not contain any untrue
                statement of a material fact or omit to state a material fact necessary
                to
                make the statements made, in light of the circumstances under which
                such
                statements were made, not misleading with respect to the period covered
                by
                this report;





3.
            Based
                on my knowledge, the financial statements, and other financial information
                included in this quarterly report, fairly present in all material
                respects
                the financial condition, results of operations and cash flows of
                the small
                business issuer as of, and for, the periods presented in this report;





4.
            The
                small business issuer’s other certifying officer and I are responsible for
                establishing and maintaining disclosure controls and procedures (as
                defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
                business issuer and have:





a)
      designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;





b)
      evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and





c)
      d isclosed
      in this report any change in the small business issuer’s internal control over
      financial reporting that occurred during the small business issuer’s most recent
      fiscal quarter that has materially affected, or is reasonably likely to
      materially affect, the small business issuer’s internal control over financial
      reporting; and





5.
            The
                small business issuer’s other certifying officer and I have disclosed,
                based on our most recent evaluation of internal control over financial
                reporting, to the small business issuer’s auditors and the audit committee
                of the small business issuer’s board of directors:





a)
      all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and





b)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.











Date:
      November 14,
      2005 _ /s/
      J.
      Bruce Whittaker


J.
      Bruce Whittaker,


President
      and Chief
      Executive Officer








**EXHIBIT****31.2**








**Certification
      of Chief Financial Officer**


**Pursuant
      to** **Section
      302 of the Sarbanes-Oxley Act of 2002**





I,
      Michelle M. Plummer, Chief Financial Officer, certify that:





1.
            I
                have reviewed this quarterly report on Form 10-QSB of Greene County
                Bancorp, Inc.;





2.
            Based
                on my knowledge, this quarterly report does not contain any untrue
                statement of a material fact or omit to state a material fact necessary
                to
                make the statements made, in light of the circumstances under which
                such
                statements were made, not misleading with respect to the period covered
                by
                this report;





3.
            Based
                on my knowledge, the financial statements, and other financial information
                included in this quarterly report, fairly present in all material
                respects
                the financial condition, results of operations and cash flows of
                the small
                business issuer as of, and for, the periods presented in this report;





4.
            The
                small business issuer’s other certifying officer and I are responsible for
                establishing and maintaining disclosure controls and procedures (as
                defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
                business issuer and have:





a)
      designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;





b)
      evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and





c)
      d isclosed
      in this report any change in the small business issuer’s internal control over
      financial reporting that occurred during the small business issuer’s most recent
      fiscal quarter that has materially affected, or is reasonably likely to
      materially affect, the small business issuer’s internal control over financial
      reporting; and





5.
            The
                small business issuer’s other certifying officer and I have disclosed,
                based on our most recent evaluation of internal control over financial
                reporting, to the small business issuer’s auditors and the audit committee
                of the small business issuer’s board of directors:





a)
      all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and





b)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.











Date:
      November 14,
      2005  /s/
      Michelle Plummer


Michelle
      M. Plummer,


Chief
      Financial Officer





**EXHIBIT
      32.1**





**Statement
      of Chief Executive Officer**


**Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002**











J.
      Bruce
      Whittaker, President and Chief Executive Officer, of Greene County Bancorp,
      Inc.
      (the “Company”) certifies in his capacity as an officer of the Company that he
      has reviewed the Quarterly Report of the Company on Form 10-QSB for the quarter
      ended September 30, 2005 and that to the best of his knowledge:





1.
            the
                report fully complies with the requirements of Section 13(a) or 15(d)
                of
                the Securities Exchange Act of 1934; and





2.
            the
                information contained in the report fairly presents, in all material
                respects, the financial condition and results of operations of the
                Company
                as of the dates and for the periods covered by the
                report.





This
      statement is authorized to be attached as an exhibit to the report so that
      this
      statement will accompany the report at such time as the report is filed with
      the
      Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002, 18 USC 1350. It is not intended that this statement be deemed
      to be
      filed for purposes of the Securities Exchange Act of 1934, as
      amended.








Date:
      November 14,
      2005  _ /s/
      J.
      Bruce Whittaker


J. Bruce Whittaker,


President and  Chief
      Executive Officer











**EXHIBIT
      32.2**





**Statement
      of Chief Financial Officer**


**Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002**











Michelle
      M. Plummer, Chief Financial Officer, of Greene County Bancorp, Inc. (the
“Company”) certifies in her capacity as an officer of the Company that he or she
      has reviewed the Quarterly Report of the Company on Form 10-QSB for the quarter
      ended September 30, 2005 and that to the best of her knowledge:





1.
            the
                report fully complies with the requirements of Section 13(a) or 15(d)
                of
                the Securities Exchange Act of 1934; and





2.
            the
                information contained in the report fairly presents, in all material
                respects, the financial condition and results of operations of the
                Company
                as of the dates and for the periods covered by the
                report.








This
      statement is authorized to be attached as an exhibit to the report so that
      this
      statement will accompany the report at such time as the report is filed with
      the
      Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002, 18 USC 1350. It is not intended that this statement be deemed
      to be
      filed for purposes of the Securities Exchange Act of 1934, as
      amended.








Date:
      November 14,
      2005  /s/
      Michelle Plummer


Michelle
      M. Plummer,


Chief
      Financial Officer