**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 MARCH 31, 2007**





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 May
      4, 2007, the registrant had 4,305,670 shares of common stock issued at $ 0.10
      par value, and 4,151,066 shares were outstanding.





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
            
            4-5*
                Consolidated Statements of Comprehensive Income
            
            6*
                Consolidated Statements of Changes in Shareholders’ Equity
            
            7*
                Consolidated Statements of Cash Flows
            
            8*
                Notes to Consolidated Financial Statements
            
            9-14Item
                2.
            Management’s
                Discussion and Analysis
            
            14-27Item
                3.
            Controls
                and Procedures
            
            28PART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            
            29Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            29Item
                3.
            Defaults
                Upon Senior Securities
            
            29Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            29Item
                5.
            Other
                Information
            
            29Item
                6.
            Exhibits
            
            29Signatures
            
            30-34Exhibit
                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
            
            31
              32
              33
              34








**Part
      I.    Item 1.**


**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Financial Condition**


**As
      of March 31, 2007 and June 30, 2006 (Unaudited)**


***(Dollars
      in thousands, except per share amounts)***








*ASSETS*
            
            
            March
                31, 2007
            
            
            June
                30, 2006Cash
                and due from banks
            
            $
            11,910
            
            $
            12,218Federal
                funds sold
            
            
            8,042
            
            
            3,634Total
                cash and cash equivalents
            
            
            19,952
            
            
            15,852Securities
                available for sale, at fair value
            
            
            79,390
            
            
            87,267Federal
                Home Loan Bank stock, at cost
            
            
            643
            
            
            643Loans
            
            
            206,251
            
            
            191,429Less:
                Allowance for loan losses
            
            
            (1,437
            )
            
            (1,314
            )Unearned
                origination fees and costs, net
            
            
            51
            
            
            (22
            )Net
                loans receivable
            
            
            204,865
            
            
            190,093Premises
                and equipment
            
            
            13,703
            
            
            10,805Accrued
                interest receivable
            
            
            1,901
            
            
            1,736Prepaid
                expenses and other assets
            
            
            951
            
            
            1,169Total
                assets
            
            $
            321,405
            
            $
            307,565*LIABILITIES
                AND SHAREHOLDERS' EQUITY**LIABILITIES*Noninterest
                bearing deposits
            
            $
            42,008
            
            $
            41,503Interest
                bearing deposits
            
            
            238,205
            
            
            226,747Total
                deposits
            
            
            280,213
            
            
            268,250Borrowings
                from FHLB
            
            
            5,000
            
            
            5,000Accrued
                expenses and other liabilities
            
            
            820
            
            
            734Total
                liabilities
            
            
            286,033
            
            
            273,984*SHAREHOLDERS’
                EQUITY*Preferred
                stock,Authorized
                1,000,000 shares; none issued
            
            
            ---
            
            
            ---Common
                stock, par value $.10 per share;Authorized:12,000,000
                sharesIssued:
                4,305,670 sharesOutstanding:
                4,150,066 shares at March 31, 2007and
                4,145,246 shares at June 30, 2006;
            
            
            431
            
            
            431Additional
                paid-in capital
            
            
            10,418
            
            
            10,300Retained
                earnings
            
            
            25,593
            
            
            24,588Accumulated
                other comprehensive loss
            
            
            (152
            )
            
            (747
            )Treasury
                stock, at cost 155,604 shares at March 31,2007,
                and 160,424 shares at June 30, 2006
            
            
            (834
            )
            
            (860
            )Unearned
                ESOP shares, at cost
            
            
            (84
            )
            
            (131
            )Total
                shareholders’ equity
            
            
            35,372
            
            
            33,581Total
                liabilities and shareholders’ equity
            
            $
            321,405
            
            $
            307,565*See
                notes to consolidated financial statements.*








**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Income**


**For
      the Nine Months Ended March 31, 2007 and 2006**


**(Unaudited)**


***(Dollars
      in thousands, except per share amounts)***


2007
            
            
            2006Interest
                income:Loans
            
            $
            9,835
            
            $
            8,345Investment
                securities
            
            
            487
            
            
            345Mortgage-backed
                securities
            
            
            1,079
            
            
            1,156Tax
                exempt securities
            
            
            833
            
            
            751Interest
                bearing deposits and federal funds sold
            
            
            297
            
            
            324Total
                interest income
            
            
            12,531
            
            
            10,921Interest
                expense:Interest
                on deposits
            
            
            4,514
            
            
            2,727Interest
                on borrowings
            
            
            139
            
            
            182Total
                interest expense
            
            
            4,653
            
            
            2,909Net
                interest income
            
            
            7,878
            
            
            8,012Provision
                for loan losses
            
            
            194
            
            
            100Net
                interest income after provision for loan losses
            
            
            7,684
            
            
            7,912Noninterest
                income:Service
                charges on deposit accounts
            
            
            1,566
            
            
            1,330Debit
                card fees
            
            
            436
            
            
            370Gain
                on sale of premises and equipment
            
            
            257
            
            
            ---Other
                operating income
            
            
            675
            
            
            625Total
                noninterest income
            
            
            2,934
            
            
            2,325Noninterest
                expense:Salaries
                and employee benefits
            
            
            4,339
            
            
            4,314Occupancy
                expense
            
            
            589
            
            
            451Equipment
                and furniture expense
            
            
            632
            
            
            587Service
                and data processing fees
            
            
            719
            
            
            735Computer
                supplies and support
            
            
            194
            
            
            154Office
                supplies
            
            
            149
            
            
            90Loss
                on sale of premises and equipment
            
            
            ---
            
            
            66Other
            
            
            1,369
            
            
            1,389Total
                noninterest expense
            
            
            7,991
            
            
            7,786Income
                before provision for income taxes
            
            
            2,627
            
            
            2,451Provision
                for income taxes
            
            
            737
            
            
            694Net
                income
            
            $
            1,890
            
            $
            1,757Basic
                EPS
            
            $
            0.46
            
            $
            0.43Basic
                shares outstanding
            
            
            4,122,500
            
            
            4,095,406Diluted
                EPS
            
            $
            0.45
            
            $
            0.42Diluted
                average shares outstanding
            
            
            4,192,002
            
            
            4,178,548Dividends
                declared per share
            
            $
            0.48
            
            $
            0.45*See
                notes to consolidated financial statements.*





**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Income**


**For
      the Three Months Ended March 31, 2007 and 2006**


**(Unaudited)**


***(Dollars
      in thousands, except per share amounts)***


2007
            
            
            2006Interest
                income:Loans
            
            $
            3,353
            
            $
            2,879Investment
                securities
            
            
            167
            
            
            94Mortgage-backed
                securities
            
            
            328
            
            
            377Tax
                exempt securities
            
            
            282
            
            
            270Interest
                bearing deposits and federal funds sold
            
            
            107
            
            
            112Total
                interest income
            
            
            4,237
            
            
            3,732Interest
                expense:Interest
                on deposits
            
            
            1,592
            
            
            1,018Interest
                on borrowings
            
            
            46
            
            
            45Total
                interest expense
            
            
            1,638
            
            
            1,063Net
                interest income
            
            
            2,599
            
            
            2,669Provision
                for loan losses
            
            
            83
            
            
            40Net
                interest income after provision for loan losses
            
            
            2,516
            
            
            2,629Noninterest
                income:Service
                charges on deposit accounts
            
            
            509
            
            
            417Debit
                card fees
            
            
            146
            
            
            137Other
                operating income
            
            
            185
            
            
            208Total
                noninterest income
            
            
            840
            
            
            762Noninterest
                expense:Salaries
                and employee benefits
            
            
            1,549
            
            
            1,459Occupancy
                expense
            
            
            236
            
            
            162Equipment
                and furniture expense
            
            
            236
            
            
            192Service
                and data processing fees
            
            
            245
            
            
            214Computer
                supplies and support
            
            
            76
            
            
            51Office
                supplies
            
            
            69
            
            
            33Other
            
            
            486
            
            
            491Total
                noninterest expense
            
            
            2,897
            
            
            2,602Income
                before provision for income taxes
            
            
            459
            
            
            789Provision
                for income taxes
            
            
            80
            
            
            215Net
                income
            
            $
            379
            
            $
            574Basic
                EPS
            
            $
            0.09
            
            $
            0.14Basic
                shares outstanding
            
            
            4,127,946
            
            
            4,103,510Diluted
                EPS
            
            $
            0.09
            
            $
            0.14Diluted
                average shares outstanding
            
            
            4,195,761
            
            
            4,179,729Dividends
                declared per share
            
            $
            0.25
            
            $
            0.23*See
                notes to consolidated financial statements.*





**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Comprehensive Income**


**(Unaudited)**


***(Dollars
      in thousands)***








**For
                the Nine Months Ended March 31, 2007 and 2006**2007
            
            
            2006Net
                income
            
            $
            1,890
            
            $
            1,757Other
                comprehensive income (loss):Unrealized
                holding gain (loss) arising during the nine monthsended
                March 31, 2007 and 2006, net of incometax
                (expense) benefit of $(381) and $190, respectively.
            
            
            595
            
            
            (298
            )Total
                other comprehensive income (loss)
            
            
            595
            
            
            (298
            )Comprehensive
                income
            
            $
            2,485
            
            $
            1,459







**For
                the Thre****e
                Months Ended March 31, 2007 and 2006**2007
            
            
            2006Net
                income
            
            $
            379
            
            $
            574Other
                comprehensive income (loss) :Unrealized
                holding gain (loss) arising during the three monthsended
                March 31, 2007 and 2006, net of incometax
                (expense) benefit of $(51) and $66, respectively.
            
            
            80
            
            
            (103
            )Total
                other comprehensive income (loss)
            
            
            80
            
            
            (103
            )Comprehensive
                income
            
            $
            459
            
            $
            471








*See
      notes to consolidated financial statements.*








**Greene
      County Bancorp, Inc.**


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


**For
      the** **Nine
      Months Ended March 31, 2007 and 2006**


**(Unaudited)**


***(Dollars
      in thousands)***








AccumulatedAdditional
            
            Other
            
            Unearned
            TotalCapital
            Paid
                - In
            Retained
            Comprehensive
            Treasury
            ESOP
            Shareholders’Stock
            Capital
            Earnings
            Income
            Stock
            Shares
            Equity(loss)Balance
                atJune
                30, 2005
            $431
            $10,129
            $23,168
            $163
            ($942)
            ($196)
            $32,753ESOP
                shares earned
            
            140
            
            
            
            49
            189Options
                exercised
            
            (21)
            
            
            80
            
            59Dividends
                declared
            
            
            (823)
            
            
            
            (823)Net
                income
            
            
            1,757
            
            
            
            1,757Unrealized
                loss on securities, net
            
            
            
            (298)
            
            
            (298)Balance
                atMarch
                31, 2006
            $431
            $10,248
            $24,102
            ($135)
            ($862)
            ($147)
            $33,637Balance
                atJune
                30, 2006
            $431
            $10,300
            $24,588
            ($747)
            ($860)
            ($131)
            $33,581ESOP
                shares earned
            
            111
            
            
            
            47
            158Options
                exercised
            
            (7)
            
            
            26
            
            19Tax
                effect, options
            
            14
            
            
            
            
            14Dividends
                declared
            
            
            (885)
            
            
            
            (885)Net
                income
            
            
            1,890
            
            
            
            1,890Unrealized
                gain on securities, net
            
            
            
            595
            
            
            595Balance
                atMarch
                31, 2007
            $431
            $10,418
            $25,593
            ($152)
            ($834)
            ($84)
            $35,372





*See
      notes to consolidated financial statements.*





**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Cash Flows**


**For
      the Nine Months Ended March 31, 2007 and 2006**


**(Unaudited)**


***(Dollars
      in thousands)***





2007
            
            
            2006Cash
                flows from operating activities:Net
                Income
            
            $
            1,890
            
            $
            1,757Adjustments
                to reconcile net income to cash provided by operating
                activities:Depreciation
            
            
            713
            
            
            608Net
                amortization of security premiums and discounts
            
            
            575
            
            
            1,298Provision
                for loan losses
            
            
            194
            
            
            100ESOP
                compensation earned
            
            
            158
            
            
            189(Gain)
                loss on sale of premises and equipment
            
            
            (257
            )
            
            66Net
                (decrease) increase in accrued income taxes
            
            
            (105
            )
            
            114Net
                increase in accrued interest receivable
            
            
            (165
            )
            
            (96
            )Net
                increase in prepaid and other assets
            
            
            (58
            )
            
            (100
            )Net
                increase (decrease) in other liabilities
            
            
            86
            
            
            (639
            )Net
                cash provided by operating activities
            
            
            3,031
            
            
            3,297Cash
                flows from investing activities:Proceeds
                from maturities and calls of securities
            
            
            4,124
            
            
            6,116Purchases
                of securities
            
            
            (7,559
            )
            
            (9,594
            )Principal
                payments on securities
            
            
            11,713
            
            
            15,762Net
                increase in loans receivable
            
            
            (14,966
            )
            
            (18,564
            )Proceeds
                from sale of premises and equipment
            
            
            350
            
            
            262Purchases
                of premises and equipment
            
            
            (3,704
            )
            
            (2,581
            )Net
                cash used in investing activities
            
            
            (10,042
            )
            
            (8,599
            )Cash
                flows from financing activities:Repayments
                of FHLB borrowings
            
            
            ---
            
            
            (2,500
            )Dividends
                paid
            
            
            (885
            )
            
            (823
            )Proceeds
                from exercise of stock options
            
            
            19
            
            
            59Excess
                tax benefit from stock based compensation
            
            
            14
            
            
            ---Net
                increase in deposits
            
            
            11,963
            
            
            6,692Net
                cash provided by financing activities
            
            
            11,111
            
            
            3,428Net
                increase (decrease) in cash and cash equivalents
            
            
            4,100
            
            
            (1,874
            )Cash
                and cash equivalents at beginning of period
            
            
            15,852
            
            
            19,931Cash
                and cash equivalents at end of period
            
            $
            19,952
            
            $
            18,057




*See
                notes to consolidated financial statements.*





**Greene
      County Bancorp, Inc.**


**Notes
      to Consolidated Financial Statements**


**As
      of and for the Nine Months and Three Months Ended March 31, 2007 and
      2006**








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





The
      accompanying consolidated balance sheet information as of June 30, 2006 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 the Bank’s wholly owned subsidiary, Greene County
      Commercial Bank. The consolidated financial statements at and for the three
      and
      nine months ended March 31, 2007 and 2006 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, 2006, 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 nine months ended March 31, 2007 are not
      necessarily indicative of results that may be expected for future periods,
      including the entire fiscal year ending June 30, 2007.





CRITICAL
      ACCOUNTING POLICY





Greene
      County Bancorp, Inc.’s critical accounting policy relates to the allowance for
      loan losses. It is based on management’s estimation 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 of 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.




**(2)**  **Nature
      of Operations**





Greene
      County Bancorp, Inc.’s primary business is the ownership and operation of its
      subsidiaries. The Bank of Greene County has nine full-service offices and
      an operations center located in its market area consisting of Greene County,
      Columbia 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. Greene
      County Commercial Bank’s primary business is to attract deposits from and
      provide banking services to local municipalities.





**(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
      (the
“Allowance”) and the assessment of other-than-temporary security
      impairment.





While
      management uses available information to recognize losses on loans, future
      additions to the allowance for loan losses 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 our Allowance. Such authorities may require us to recognize
      additions to the Allowance based on their judgments of information available
      to
      them at the time of their examination.





Greene
      County Bancorp, Inc. makes periodic assessments to determine whether there
      have
      been any events or economic circumstances to indicate that securities on which
      there are unrealized losses are impaired on an other-than-temporary basis.
      The
      Company considers many factors including the severity and duration of the
      impairment; the intent and ability of the Company to hold securities for a
      period of time sufficient for a recovery in value; recent events specific to
      the
      issuer or industry; and for debt securities, external credit ratings and recent
      downgrades. Securities on which there is an unrealized loss that is deemed
      to be
      other-than-temporary are written down to fair value with the write-down recorded
      as a realized loss.




**(4)**  **Earnings
      Per Share** (“EPS”)





Basic
      EPS
      is computed by dividing net income by the weighted average number of common
      shares outstanding during the period. Shares of restricted stock are not
      considered outstanding for the calculation of basic earnings per share until
      they become fully vested. Diluted EPS is computed in a manner similar to that
      of
      basic EPS 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
      common shares (such as stock options and unvested restricted stock) issued
      became vested 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 EPS calculations.





**Net
                Income**
            **Weighted
                Average Number of Shares**
              **Outstanding**
            **Earnings
                Per Share****Nine
                Months Ended**March
                31, 2007:
            $1,890,000Basic
            
            4,122,500
            $0.46Effect
                of dilutive stock optionsand
                unearned restricted stock
            
            69,502
            (0.01)Diluted
            
            4,192,002
            $0.45March
                31, 2006:
            $1,757,000Basic
            
            4,095,406
            $0.43Effect
                of dilutive stock optionsand
                unearned restricted stock
            
            83,142
            (0.01)Diluted
            
            4,178,548
            $0.42**Net
                Income**
            **Weighted
                Average Number of Shares**
              **Outstanding**
            **Earnings
                Per Share****Three
                Months Ended**March
                31, 2007:
            $379,000Basic
            
            4,127,946
            $0.09Effect
                of dilutive stock optionsand
                unearned restricted stock
            
            67,815
            (0.00)Diluted
            
            4,195,761
            $0.09March
                31, 2006:
            $574,000Basic
            
            4,103,510
            $0.14Effect
                of dilutive stock optionsand
                unearned restricted stock
            
            76,219
            (0.00)Diluted
            
            4,179,729
            $0.14







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





On
      January 17, 2007, the Board of Directors declared a semi-annual cash dividend
      of
      $0.25 per share of Greene County Bancorp, Inc. common stock. The dividend
      reflects an annual cash dividend rate of $0.50 cents per share, which
      represented an increase from the previous annual cash dividend rate of $0.46
      per
      share. The dividend was payable to stockholders of record as of February 15,
      2007, and paid on March 1, 2007. It should be noted that Greene County Bancorp,
      Inc.’s mutual holding company continued to waive receipt of dividends on the
      2,304,632 shares of Company common stock it owns 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
      February 2006, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 155, “Accounting for
      Certain Hybrid Financial Instruments.”  SFAS No. 155 amends SFAS Nos. 133
      and 140, and improves the financial reporting of certain hybrid financial
      instruments by requiring more consistent accounting that eliminates exemptions
      and provides a means to simplify the accounting for these instruments. 
Specifically, SFAS No. 155 allows financial instruments that have embedded
      derivatives to be accounted for as a whole (eliminating the need to bifurcate
      the derivative from its host) if the holder elects to account for the whole
      instrument on a fair value basis.  SFAS No. 155 is effective for all
      financial instruments acquired or issued after the beginning of an entity's
      first fiscal year that begins after September 15, 2006.  The Company is
      required to adopt the provisions of SFAS No. 155, as applicable, beginning
      on
      July 1, 2007.  The Company does not believe the adoption of SFAS No. 155
      will have any material impact on the Company's financial position, results
      of
      operations or cash flows.





In
      March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
      Financial Assets — An Amendment of FASB Statement No. 140.”
SFAS No. 156 requires that all separately recognized servicing assets and
      servicing liabilities be initially measured at fair value, if practicable,
      and
      permits, but does not require, the subsequent measurement of servicing assets
      and servicing liabilities at fair value. SFAS No. 156 is effective as of
      the beginning of an entity’s first fiscal year that begins after
      September 15, 2006, which for the Company will be July 1, 2007. The Company
      does not believe that the adoption of SFAS No. 156 will have any material
      effect on its consolidated financial position, results of operations or cash
      flows.





In
      July
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes—an interpretation of FASB Statement No. 109” (FIN 48),
      which clarifies the accounting for uncertainty in tax positions. This
      Interpretation requires that companies recognize in their financial statements
      the impact of a tax position only if the Company has determined, based on the
      technical merits of the tax position, that the tax position would more likely
      than not be sustained upon an examination by the appropriate taxing authority.
      The provisions of FIN 48 are effective for fiscal years beginning after December
      15, 2006, with the cumulative effect of the change in accounting principle
      recorded as an adjustment to opening retained earnings. The Company does not
      believe that the adoption of FIN 48 will have a material effect on its
      consolidated financial position, results of operations or cash
      flows.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which
      defines fair value, establishes a framework for measuring fair value under
      GAAP,
      and expands disclosures about fair value measurements. SFAS No. 157 applies
      to other accounting pronouncements that require or permit fair value
      measurements. The new guidance is effective for financial statements issued
      for
      fiscal years beginning after November 15, 2007, and for interim periods
      within those fiscal years. The Company is currently evaluating the potential
      impact, if any, of the adoption of SFAS No. 157 on its consolidated
      financial position, results of operations and cash flows.





On
      September 29, 2006, the FASB issued SFAS No. 158, “Employers’
Accounting for Defined Benefit Pension and Other Postretirement Plans”, which
      amends SFAS 87 and SFAS 106 to require recognition of the overfunded or
      underfunded status of pension and other postretirement benefit plans on the
      balance sheet. Under SFAS 158, gains and losses, prior service costs and
      credits, and any remaining transition amounts under SFAS 87 and SFAS 106 that
      have not yet been recognized through net periodic benefit cost will be
      recognized in accumulated other comprehensive income, net of tax effects, until
      they are amortized as a component of net periodic cost. The measurement date
—
the date at which the benefit obligation and plan assets are measured — is
      required to be the company’s fiscal year end. SFAS 158 is effective for
      publicly-held companies for fiscal years ending after December 15, 2006,
      except for the measurement date provisions, which are effective for fiscal
      years
      ending after December 15, 2008. The
      Company is currently evaluating the potential impact, if any, of the adoption
      of
      SFAS No. 158 on its consolidated financial position, results of operations
      and cash flows.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities-Including an amendment of FASB
      Statement No. 115” SFAS No. 159 permits entities to choose to measure many
      financial instruments and certain other items at fair value. Unrealized gains
      and losses on items for which the fair value option has been elected will be
      recognized in earnings at each subsequent reporting date. SFAS No. 159 is
      effective for the Company July 1, 2008. The Company is evaluating the impact
      that the adoption of SFAS No. 159 will have on the its consolidated financial
      statements.





**(8)     
      Stock-Based Compensation**





At
      March
      31, 2007, Greene County Bancorp, Inc. had two stock-based compensation plans,
      which are described more fully in Note 9 of the consolidated financial
      statements and notes thereto for the year ended June 30, 2006. Through June
      30,
      2006, the Company accounted for stock-based compensation in accordance with
      SFAS
      No. 123, *Accounting
      for Stock-Based Compensation* ,
      which
      required 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
      elected to account 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 elected the disclosure-only alternative under SFAS
      No. 123.  Accordingly no stock-based compensation cost was 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
      Company adopted SFAS 123(R), “Share-Based Payment” effective July 1, 2006. SFAS
      No. 123 (R) requires compensation costs related to share-based payment
      transactions to be recognized in the financial statements over the period that
      the employees provide service in exchange for the award. Public companies were
      required to adopt the standard using a modified prospective method and they
      were
      given the option to elect to restate prior periods using the modified
      retrospective method. Under the modified prospective method, companies are
      required to record compensation cost for new and modified awards over the
      related vesting period of such awards prospectively and record compensation
      cost
      prospectively for the unvested portion, at the date of adoption of previously
      issued and outstanding awards over the remaining vesting period of such awards.
      Greene County Bancorp, Inc. chose the modified prospective method. However,
      since all outstanding options vested prior to March 31, 2006, there is no
      stock-based compensation expense to be recorded in the current period and,
      therefore, no effect on net income or earnings per share; consequently, no
      table
      illustrating the impact of share-based compensation on earnings for the quarter
      ended March 31, 2007 is included.




A
      summary
      of the Company’s stock option activity and related information for its option
      plans is as follows:








**Nine
                Months Ended March 31, 2007**
            Outstanding
              Options
            Wtd.
                Avg.
              Exercise
                Price
            Wtd.
                Avg. Rem.
              Contractual
                Term
            Aggregate
              Intrinsic
                ValueOutstanding
                at 6/30/2006
            100,084
            $4.38Granted
            ---
            ---Exercised
            4,820
            $3.94Forfeited
                or Cancelled
            ---
            ---Outstanding
                at 03/31/2007
            95,264
            $4.41
            3.0
                years
            $951,000Exercisable
                at 03/31/2007
            95,264
            $4.41
            3.0
                years
            $951,000








The
      total
      intrinsic value of the options exercised during the nine and three months ended
      March 31, 2007, was approximately $53,000 and $35,000, respectively. There
      were
      no stock options granted during the nine and three months ended March 31, 2007
      and 2006. The Company had no non-vested options outstanding at or during the
      nine months ended March 31, 2007.








For
      the
      purposes of pro forma disclosures, the estimated fair value of stock options
      is
      amortized to expense over their assumed vesting periods. The following table
      illustrates the effect on net income and earnings per share if the Company
      had
      applied the fair value recognition provisions of SFAS No. 123 to all
      stock-related compensation prior to July 1, 2006. The fair value of each option
      grant has been estimated using the Black-Scholes option-pricing
      model.





Nine
                Months Ended     March 31,
            
            
            Three
                Months Ended
              March
                31,2006
            
            
            2006*(In
                thousands, except per share amounts)*Net
                income, as reported
            
            $
            1,757
            
            $
            574Add:
                Stock related compensation expense included inreported
                net income, net of income tax
            
            
            ---
            
            
            ---Deduct:
                Stock related compensation expense determinedunder
                the fair value method, net of income taxes
            
            
            1
            
            
            ---Pro
                forma net income
            
            $
            1,756
            
            $
            574Earnings
                per share:Basic,
                as reported
            
            $
            0.43
            
            $
            0.14Basic,
                pro forma
            
            $
            0.43
            
            $
            0.14Diluted,
                as reported
            
            $
            0.42
            
            $
            0.14Diluted,
                pro forma
            
            $
            0.42
            
            $
            0.14











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





**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, 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 March 31, 2007 and June 30,
      2006**





ASSETS





Total
      assets of the Company increased to $321.4 million at March 31, 2007 from $307.6
      million **** at
      June
      30, 2006. The asset composition shifted toward loans, which amounted to $204.9
      million, or 63.8% of total assets at March 31, 2007, as compared to $190.1
      million, or 61.8% of total assets at June 30, 2006. The asset composition
      shifted away from securities, which represented $79.4 million or 24.7% of total
      assets at March 31, 2007 as compared to $87.3 million or 28.4% of total assets
      at June 30, 2006.





CASH
      AND
      CASH EQUIVALENTS





Total
      cash and cash equivalents increased to $20.0 million at March 31, 2007 as
      compared to $15.9 million at June 30, 2006, an increase of $4.1 million or
      25.8%. Cash, such as vault cash and balances with correspondent banks, was
      $11.9
      million at March 31, 2007 compared to $12.2 million at June 30, 2006. Federal
      funds sold increased to $8.0 million at March 31, 2007 as compared to $3.6
      million at June 30, 2006.




SECURITIES
      AVAILABLE FOR SALE





Investment
      securities decreased to $79.4 million at March 31, 2007 as compared to $87.3
      million at June 30, 2006, a decrease of $7.9 million, or 9.0%. The decline
      in
      the securities portfolio was used to help fund loan growth and was the result
      of
      principal pay-downs that amounted to $11.7 million during the nine-month period
      ended March 31, 2007, of which $10.9 million were mortgage-backed
      securities.  Also,  maturities that amounted to $4.1 million, of which
      $2.6 million were state and political subdivision securities, $1.0 million
      were
      government agency securities and $0.5 million were corporate securities.
      Purchases of $7.5 million, of which $4.2 million were tax-exempt securities
      and
      $3.3 million were government agency securities, partially offset the principal
      pay-downs and maturities between March 31, 2007 and June 30, 2006. Additionally,
      during the nine months ended March 31, 2007, unrealized losses on these
      available- for-sale securities declined $976,000. Greene County Bancorp, Inc.
      held 39.1% of the securities portfolio at March 31, 2007 in state and political
      subdivision securities to take advantage of tax savings and to promote Greene
      County Bancorp, Inc.’s participation in the communities in which it
      operates.





*(Dollars
                in thousands)*
            
            
            Fair
                value at
              Mar.
                31, 2007
            
            
            Percentage
              of
                portfolio
            
            
            Fair
                value at
              June
                30, 2006
            
            
            Percentage
              of
                portfolioU.S.
                government agencies
            
            $
            13,425
            
            
            16.9
            %
            $
            10,990
            
            
            12.6
            %State
                and political subdivisions
            
            
            31,049
            
            
            39.1
            
            
            29,939
            
            
            34.3Mortgage-backed
                securities
            
            
            34,568
            
            
            43.6
            
            
            45,490
            
            
            52.1Asset-backed
                securities
            
            
            77
            
            
            0.1
            
            
            93
            
            
            0.1Corporate
                debt securities
            
            
            ---
            
            
            ---
            
            
            501
            
            
            0.6Total
                debt securities
            
            
            79,119
            
            
            99.7
            
            
            87,013
            
            
            99.7Equity
                securities and other
            
            
            271
            
            
            0.3
            
            
            254
            
            
            0.3Total
                securities available-for-sale
            
            $
            79,390
            
            
            100.0
            %
            $
            87,267
            
            
            100.0
            %





LOANS





Net
      loans
      receivable increased to $204.9 million at March 31, 2007 from $190.1 million
      at
      June 30, 2006, an increase of $14.8 million, or 7.8%. The loan growth
      experienced during the nine months primarily consisted of $8.0 million in
      residential mortgages, $3.0 million in commercial real estate, and $2.7 million
      in home equity 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
      and
      credit cards 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
                in thousands)*
            
            
            At
              Mar.
                31, 2007
            
            
            Percentage
              of
                portfolio
            
            
            At
              June
                30, 2006
            
            
            Percentage
              of
                portfolioReal
                estate mortgagesResidential
            
            $
            148,211
            
            
            71.9
            %
            $
            140,253
            
            
            73.3
            %Commercial
            
            
            26,328
            
            
            12.8
            
            
            23,284
            
            
            12.2Home
                equity loans
            
            
            19,207
            
            
            9.3
            
            
            16,486
            
            
            8.6Commercial
                loans
            
            
            8,073
            
            
            3.9
            
            
            7,390
            
            
            3.8Installment
                loans
            
            
            3,820
            
            
            1.8
            
            
            3,384
            
            
            1.8Passbook
                loans
            
            
            612
            
            
            0.3
            
            
            632
            
            
            0.3Total
                loans
            
            $
            206,251
            
            
            100.0
            %
            $
            191,429
            
            
            100.0
            %Less:
                Allowance for loan losses
            
            
            (1,437
            )
            
            
            
            
            (1,314
            )Unearned
                origination fees and costs, net
            
            
            51
            
            
            
            
            
            (22
            )Net
                loans receivable
            
            $
            204,865
            
            
            
            
            $
            190,093





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 loss. 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. 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. The allowance for loan losses is increased by a
      provision for loan losses (which results in a charge to expense) and recoveries
      of loans previously charged off and is reduced by net charge-offs. The level
      of
      the provision for the nine months ended March 31, 2007, 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.





Analysis
      of allowance for loan losses activity





*(Dollars
                in thousands)*
            
            Nine
                months endedMarch
                31, 2007
            
            
            March
                31, 2006Balance
                at the beginning of the period
            
            $
            1,314
            
            $
            1,236Charge-offs:Commercial
                loan
            
            
            7
            
            
            ---Installment
                loans to individuals
            
            
            25
            
            
            34Overdraft
                protection
            
            
            109
            
            
            57Total
                loans charged off
            
            
            141
            
            
            91Recoveries:Commercial
                loan
            
            
            7
            
            
            ---Installment
                loans to individuals
            
            
            27
            
            
            23Overdraft
                protection
            
            
            36
            
            
            25Total
                recoveries
            
            
            70
            
            
            48Net
                charge-offs
            
            
            71
            
            
            43Provisions
                charged to operations
            
            
            194
            
            
            100Balance
                at the end of the period
            
            $
            1,437
            
            $
            1,293Ratio
                of net charge-offs to average loans outstanding
            
            
            0.04
            %
            
            0.03
            %Ratio
                of net charge-offs to nonperforming assets
            
            
            6.14
            %
            
            5.93
            %Allowance
                for loan loss to nonperforming loans
            
            
            124.20
            %
            
            178.07
            %Allowance
                for loan loss to total loans receivable
            
            
            0.70
            %
            
            0.71
            %








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 impairment 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 90 days or more 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 nonperforming. The Bank of Greene County
      had no accruing loans delinquent more than 90 days at March 31, 2007 or June
      30,
      2006.





Analysis
      of Nonaccrual Loans and Nonperforming Assets





*(Dollars
                in thousands)*
            
            
            At
                March 31, 2007
            
            
            At
                June 30, 2006Nonaccruing
                loans:Real
                estate mortgage loans:Residential
                mortgages loans (one- to four-family)
            
            $
            546
            
            $
            3Commercial
                mortgage loans
            
            
            358
            
            
            ---Home
                equity
            
            
            114
            
            
            ---Commercial
                loans
            
            
            130
            
            
            ---Installment
                loans to individuals
            
            
            9
            
            
            4Total
                nonaccruing loans
            
            
            1,157
            
            
            7Foreclosed
                real estate:
            
            
            ---
            
            
            ---Total
                nonperforming assets
            
            $
            1,157
            
            $
            7Total
                nonperforming assets
              as
                a percentage of total assets
            
            
            0.36
            %
            
            0.00
            %Total
                nonperforming loans to total loans
            
            
            0.56
            %
            
            0.00
            %





During
      the nine-months ended March 31, 2007, interest income of approximately $29,000
      was not recorded on nonaccrual loans under their original terms due to the
      nonaccrual nature of these loans.  At March 31, 2007, there has been a
      significant increase in nonperforming loans when compared to June 30, 2006
      at
      which time the level of nonperforming loans was unusually low. The collateral
      supporting these nonaccrual loans has been evaluated and is considered
      adequate at March 31, 2007.





DEPOSITS





Total
      deposits increased to $280.2 million at March 31, 2007 from $268.3 million
      at
      June 30, 2006, an increase of $11.9 million, or 4.4%. The net growth in deposits
      was primarily due to a $13.2 million increase in municipal deposits at Greene
      County Commercial Bank. The Company has seen a shift from savings and money
      market deposits to NOW deposits as customers try to shop for the best rates
      while still maintaining liquidity. The Company continues to try to encourage
      customers to open noninterest bearing deposit accounts through various marketing
      strategies, including gifts.





*(Dollars
                in thousands)*
            
            
            At
              Mar.
                31, 2007
            
            
            Percentage
              of
                portfolio
            
            
            At
              June
                30, 2006
            
            
            Percentage
              of
                portfolioNoninterest
                bearing deposits
            
            $
            42,008
            
            
            15.0
            %
            $
            41,503
            
            
            15.5
            %Certificates
                of deposit
            
            
            69,632
            
            
            24.9
            
            
            61,370
            
            
            22.9Savings
                deposits
            
            
            71,883
            
            
            25.6
            
            
            87,776
            
            
            32.7Money
                market deposits
            
            
            40,193
            
            
            14.3
            
            
            45,348
            
            
            16.9NOW
                deposits
            
            
            56,497
            
            
            20.2
            
            
            32,253
            
            
            12.0Total
                deposits
            
            $
            280,213
            
            
            100.0
            %
            $
            268,250
            
            
            100.0
            %











BORROWINGS





At
      March
      31, 2007, The Bank of Greene County had the following borrowings:





Amount
            Rate
            Maturity
                Date$5,000,000
            3.64%
                - convertible
            10/24/2013




The
      $5.0
      million borrowing, which carried a 3.64% interest rate at March 31, 2007, is
      convertible by the FHLB under certain market interest rate scenarios, including
      three-month LIBOR at or above 7.5%. The FHLB has the option to convert existing
      advances into replacement advances for the same or lesser principal amount
      based
      on the then current market rates. If the Bank chooses not to replace the
      funding, the Bank must repay this convertible advance, including any accrued
      interest, on the interest payment date.





EQUITY





Shareholders’
      equity increased to $35.4 million at March 31, 2007 from $33.6 million at June
      30, 2006, as net income of $1.9 million was partially offset by dividends
      declared and paid of $885,000. Accumulated other comprehensive loss decreased
      by
      $595,000 to $152,000 as a result of an improvement in the fair value of the
      securities available-for-sale portfolio, net of tax. The unrealized loss in
      the
      portfolio was due solely to interest rate movements and management does not
      consider the loss to be other-than-temporary. 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. 4,820 options
      were exercised during the nine months ended March 31, 2007, reducing the number
      of shares held as treasury stock to 155,604.










**Comparison
      of Operating Results for the Nine Months and Quarter Ended March 31, 2007 and
      2006**








**Average
      Balance Sheet**





The
      following table sets forth certain information relating to Greene County
      Bancorp, Inc. for the nine months and quarters ended March 31, 2007 and 2006.
      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. Average balances
      were based on daily averages for the quarters ended March 31, 2007 and 2006.
      Average loan balances include non-performing loans. The loan yields include
      net
      amortization of certain deferred fees and costs that are considered adjustments
      to yields.





**Nine
      Months Ended March 31, 2007 and 2006**





*(Dollars
                in thousands)*
            
            
            2007
            
            
            2007
            
            
            2007
            
            
            2006
            
            
            2006
            
            
            2006Average
            
            
            Interest
            
            
            Average
            
            
            Average
            
            
            Interest
            
            
            AverageOutstanding
            
            
            Earned/
            
            
            Yield/
            
            
            Outstanding
            
            
            Earned/
            
            
            Yield/Balance
            
            
            Paid
            
            
            Rate
            
            
            Balance
            
            
            Paid
            
            
            RateInterest
                earning assets:Loans
                receivable, net1
            
            $
            198,219
            
            $
            9,835
            
            
            6.62
            %
            $
            172,101
            
            $
            8,345
            
            
            6.47
            %Securities2
            
            
            82,721
            
            
            2,366
            
            
            3.81
            
            
            90,891
            
            
            2,201
            
            
            3.23Federal
                funds
            
            
            5,224
            
            
            204
            
            
            5.21
            
            
            8,929
            
            
            257
            
            
            3.84Interest
                bearing bank balances
            
            
            2,816
            
            
            93
            
            
            4.40
            
            
            2,660
            
            
            67
            
            
            3.36FHLB
                stock
            
            
            643
            
            
            33
            
            
            6.84
            
            
            1,276
            
            
            51
            
            
            5.33Total
                interest earning assets
            
            $
            289,623
            
            $
            12,531
            
            
            5.77
            %
            $
            275,857
            
            $
            10,921
            
            
            5.28
            %Interest
                bearing liabilities:Savings
                and money market deposits
            
            $
            121,204
            
            $
            1,816
            
            
            2.00
            %
            $
            134,770
            
            $
            1,445
            
            
            1.43
            %Demand
                and NOW deposits
            
            
            85,602
            
            
            868
            
            
            1.35
            
            
            62,825
            
            
            126
            
            
            0.27Certificates
                of deposit
            
            
            63,671
            
            
            1,830
            
            
            3.83
            
            
            55,781
            
            
            1,156
            
            
            2.76Borrowings
            
            
            5,001
            
            
            139
            
            
            3.71
            
            
            5,867
            
            
            182
            
            
            4.14Total
                interest bearing liabilities
            
            $
            275,478
            
            $
            4,653
            
            
            2.25
            %
            $
            259,243
            
            $
            2,909
            
            
            1.50
            %Net
                interest income
            
            
            
            
            $
            7,878
            
            
            
            
            
            
            
            $
            8,012Net
                interest rate spread
            
            
            
            
            
            
            
            
            3.52
            %
            
            
            
            
            
            
            
            3.78
            %Net
                interest margin
            
            
            
            
            
            
            
            
            3.63
            %
            
            
            
            
            
            
            
            3.87
            %Average
                interest earning assets toaverage
                interest bearing liabilities
            
            
            105.13
            %
            
            
            
            
            
            
            
            106.41
            %







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


2 Includes
      tax-exempt securities, mortgage-backed securities and debt
      securities .





**Rate
      / Volume Analysis**





The
      following Rate / Volume tables present 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.





Nine
                Months
              Ended
                March 31,*(Dollars
                in thousands)*
            2007
                versus 2006Increase/(Decrease)
            TotalDue
                to
            Increase/Interest-earning
                assets:
            Volume
            Rate
            (Decrease)Loans
                receivable, net1
            $1,293
            $197
            $1,490Securities2
            (209)
            374
            165Federal
                funds
            (127)
            74
            (53)Interest-bearing
                bank balances
            4
            22
            26FHLB
                stock
            (30)
            12
            (18)Total
                interest-earning assets
            931
            679
            1,610Interest-bearing
                liabilities:Savings
                deposits
            (158)
            529
            371Demand
                and NOW deposits
            62
            680
            742Certificates
                of deposit
            180
            494
            674Borrowings
            (25)
            (18)
            (43)Total
                interest-bearing liabilities
            59
            1,685
            1,744Net
                interest income
            $872
            $(1,006)
            $(134)







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


2 Includes
      tax-exempt securities, mortgage-backed securities and debt
      securities.





**Quarter
      Ended March 31, 2007 and 2006**





*(Dollars
                in thousands)*
            
            
            2007
            
            
            2007
            
            
            2007
            
            
            2006
            
            
            2006
            
            
            2006Average
            
            
            Interest
            
            
            Average
            
            
            Average
            
            
            Interest
            
            
            AverageOutstanding
            
            
            Earned/
            
            
            Yield/
            
            
            Outstanding
            
            
            Earned/
            
            
            Yield/Balance
            
            
            Paid
            
            
            Rate
            
            
            Balance
            
            
            Paid
            
            
            RateInterest
                earning assets:Loans
                receivable, net1
            
            $
            203,102
            
            $
            3,353
            
            
            6.60
            %
            $
            177,990
            
            $
            2,879
            
            
            6.47
            %Securities2
            
            
            78,857
            
            
            765
            
            
            3.88
            
            
            87,661
            
            
            734
            
            
            3.35Federal
                funds
            
            
            5,434
            
            
            70
            
            
            5.15
            
            
            8,177
            
            
            88
            
            
            4.30Interest
                bearing bank balances
            
            
            3,266
            
            
            37
            
            
            4.53
            
            
            2,542
            
            
            24
            
            
            3.78FHLB
                stock
            
            
            643
            
            
            12
            
            
            7.47
            
            
            632
            
            
            7
            
            
            4.43Total
                interest earning assets
            
            $
            291,302
            
            $
            4,237
            
            
            5.82
            %
            $
            277,002
            
            $
            3,732
            
            
            5.39
            %Interest
                bearing liabilities:Savings
                and money market deposits
            
            $
            114,062
            
            $
            576
            
            
            2.02
            %
            $
            133,006
            
            $
            536
            
            
            1.61
            %Demand
                and NOW deposits
            
            
            92,464
            
            
            346
            
            
            1.50
            
            
            66,208
            
            
            66
            
            
            0.40Certificates
                of deposit
            
            
            66,265
            
            
            670
            
            
            4.04
            
            
            56,966
            
            
            416
            
            
            2.92Borrowings
            
            
            5,000
            
            
            46
            
            
            3.68
            
            
            5,000
            
            
            45
            
            
            3.60Total
                interest bearing liabilities
            
            $
            277,791
            
            $
            1,638
            
            
            2.36
            
            $
            261,180
            
            $
            1,063
            
            
            1.63
            %Net
                interest income
            
            
            
            
            $
            2,599
            
            
            
            
            
            
            
            $
            2,669Net
                interest rate spread
            
            
            
            
            
            
            
            
            3.46
            %
            
            
            
            
            
            
            
            3.76
            %Net
                interest margin
            
            
            
            
            
            
            
            
            3.57
            %
            
            
            
            
            
            
            
            3.85
            %Average
                interest earning assets toaverage
                interest bearing liabilities
            
            
            104.86
            %
            
            
            
            
            
            
            
            106.06
            %




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


2 Includes
      tax-exempt securities, mortgage-backed securities and debt
      securities .








Three
                Months
              Ended
                March 31,*(Dollars
                in thousands)*
            2007
                versus 2006Increase/(Decrease)
            TotalDue
                to
            Increase/Interest-earning
                assets:
            Volume
            Rate
            (Decrease)Loans
                receivable, net1
            $415
            $59
            $474Securities2
            (78)
            109
            31Federal
                funds
            (33)
            15
            (18)Interest-bearing
                bank balances
            8
            5
            13FHLB
                stock
            ---
            5
            5Total
                interest-earning assets
            312
            193
            505Interest-bearing
                liabilities:Savings
                deposits
            (83)
            123
            40Demand
                and NOW deposits
            35
            245
            280Certificates
                of deposit
            76
            178
            254Borrowings
            ---
            1
            1Total
                interest-bearing liabilities
            28
            547
            575Net
                interest income
            $284
            $(354)
            $(70)







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


2 Includes
      tax-exempt securities, mortgage-backed securities and debt
      securities.




GENERAL





Return
      on
      average assets and return on average equity are common methods of measuring
      operating results. Return on average assets increased to 0.81% for the nine
      months ended March 31, 2007 as compared to 0.80% for the nine months ended
      March
      31, 2006. Return on average equity increased to 7.28% for the nine months ended
      March 31, 2007 as compared to 7.08% for the nine months ended March 31, 2006.
      The increase in return on average assets and return on average equity was
      primarily the result of higher noninterest income. Net income amounted to $1.9
      million and $1.8 million for the nine months ended March 31, 2007 and 2006,
      respectively, an increase of $133,000 or 7.6%. Average assets amounted to $311.8
      million for the nine month period ended March 31, 2007 as compared to $294.4
      million for the same period ended March 31, 2006, an increase of $17.4 million
      or 5.9%. Average equity amounted to $34.6 million for the nine month period
      ended March 31, 2007 as compared to $33.1 million for the same period ended
      March 31, 2006, an increase of $1.5 million or 4.5%.





Return
      on
      average assets decreased to 0.48% for the quarter ended March 31, 2007 as
      compared to 0.77% for the quarter ended March 31, 2006. Return on average equity
      decreased to 4.30% for the quarter ended March 31, 2007 as compared to 6.86%
      for
      the quarter ended March 31, 2006. The decrease in return on average assets
      and
      return on average equity was primarily the result of higher noninterest expense.
      Net income amounted to $379,000 and $574,000 for the quarters ended March 31,
      2007 and 2006, respectively, a decrease of $195,000 or 34.0%. Average assets
      amounted to $316.2 million for the quarter ended March 31, 2007 as compared
      to
      $296.9 million for the quarter ended March 31, 2006, an increase of $19.3
      million or 6.5%. Average equity amounted to $35.2 million for the quarter ended
      March 31, 2007 as compared to $33.5 million for the quarter ended March 31,
      2006, an increase of $1.7 million or 5.1%.








INTEREST
      INCOME





Interest
      income amounted to $12.5 million for the nine months ended March 31, 2007 as
      compared to $10.9 million for the nine months ended March 31, 2006, an increase
      of $1.6 million or 14.7%. Interest income amounted to $4.2 million for the
      quarter ended March 31, 2007 as compared to $3.7 million for the quarter ended
      March 31, 2006, an increase of $505,000 or 13.5%. The increase in loan volume
      complemented by an increase in the yield on interest earning assets had the
      greatest impact on interest income when comparing the nine months and quarters
      ended March 31, 2007 and 2006. Average loan balances increased $26.1 million
      for
      the nine months ended March 31, 2007 as compared to March 31, 2006 and the
      yield
      increased by 15 basis points when comparing the same periods. Average loan
      balances increased $25.1 million for the quarter ended March 31, 2007 as
      compared to the quarter ended March 31, 2006 and the yield increased by 13
      basis
      points when comparing the same periods. The overall impact on interest income
      from securities was positive despite a decline in average balances which was
      offset by a 58 basis point increase in yield when comparing the nine months
      ended March 31, 2007 and 2006 and a 53 basis point increase when comparing
      the
      quarters ended March 31, 2007 and 2006. The average balance of securities
      decreased $8.2 million for the nine months ended March 31, 2007 compared to
      March 31, 2006, and decreased $8.8 million for the quarter ended March 31,
      2007
      compared to March 31, 2006. Short term investments such as interest bearing
      bank
      balances and federal funds sold were utilized to fund loan growth, and
      therefore, interest income from these investments decreased due to the $3.5
      million and $2.0 million decreases in average balances when comparing the nine
      months and quarters ended March 31, 2007 and 2006. Most of the decrease in
      income from short term investments was offset by a higher yield on such
      investments, primarily as a result of the short-term interest rate hikes
      implemented by the Federal Open Market Committee during 2006. Although the
      Federal Open Market Committee increased short-term rates several times during
      calendar 2006, the long-term rates continue to remain relatively unchanged
      and
      low.







INTEREST
      EXPENSE





Interest
      expense amounted to $4.7 million for the nine months ended March 31, 2007 as
      compared to $2.9 million for the nine months ended March 31, 2006, an increase
      of $1.8 million. Interest expense amounted to $1.6 million for the quarter
      ended
      March 31, 2007 as compared to $1.1 million for the quarter ended March 31,
      2006,
      an increase of $575,000. Changes in rates on interest-bearing liabilities had
      the greatest impact on overall interest expense. The average balance of interest
      bearing liabilities amounted to $275.5 million and the average rate increased
      to
      2.25% for the nine months ended March 31, 2007 as compared to an average balance
      of $259.2 million with an average rate of 1.50% for the nine months ended March
      31, 2006, an increase in average interest bearing liabilities of $16.2 million
      and an increase in average rate of 75 basis points. The average balance of
      interest bearing liabilities amounted to $277.8 million and the average rate
      increased to 2.36% for the quarter ended March 31, 2007 as compared to an
      average balance of $261.2 million with an average rate of 1.63% for the quarter
      ended March 31, 2006, an increase in average interest bearing liabilities of
      $16.6 million and an increase in average rate of 73 basis points. The average
      rate paid on demand and NOW deposits increased 108 basis points and 110 basis
      points, respectively, when comparing the nine months and quarters ended March
      31, 2007 and 2006, and the average balance of such accounts grew by $22.8
      million and $26.3 million, respectively, when comparing the same periods,
      contributing to the overall increase in interest expense. The average balance
      of
      certificates of deposit grew by $7.9 million and the average rate paid increased
      by 107 basis points when comparing the nine months ended March 31, 2007 and
      2006. The average balance of certificates of deposit grew by $9.3 million and
      the average rate paid increased by 112 basis points when comparing the quarters
      ended March 31, 2007 and 2006. The average balance of savings and money market
      deposits fell by $13.6 million and $18.9 million when comparing the nine months
      and quarters ended March 31, 2007 and 2006 but was offset by increases of 57
      basis points and 41 basis points in average rate paid when comparing the same
      periods. The level of interest paid on borrowings was lower when comparing
      the
      nine months ended March 31, 2007 and 2006 due to the repayment of a $2.5 million
      borrowing with a rate of 6.80% on October 4, 2005 and there were no significant
      additional borrowings.





NET
      INTEREST INCOME





Net
      interest income was $7.9 million and $2.6 million for the nine months and
      quarter ended March 31, 2007, respectively, which decreased by $134,000 and
      $70,000 from the same periods ended March 31, 2006. Net interest spread
      decreased 26 basis points to 3.52% for the nine months ended March 31, 2007
      from
      3.78% for the nine months ended March 31, 2006, and 30 basis points to 3.46%
      for
      the quarter ended March 31, 2007 as compared to 3.76% for the quarter ended
      March 31, 2006. Net interest margin decreased 24 basis points to 3.63% for
      the
      nine months ended March 31, 2007 from 3.87% for the nine months ended March
      31,
      2006, and 28 basis points to 3.57% for the quarter ended March 31, 2007 as
      compared to 3.85% for the quarter ended March 31, 2006. The tightening of the
      net interest spread and margin hindered net interest income growth when
      comparing the nine months and quarters ended March 31, 2007 and
      2006.





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.








PROVISION
      FOR LOAN LOSSES





The
      provision for loan losses amounted to $194,000 and $100,000 for the nine months
      ended March 31, 2007 and 2006, respectively, an increase of $94,000. The
      provision for loan losses amounted to $83,000 and $40,000 for the quarters
      ended
      March 31, 2007 and 2006, respectively, an increase of $43,000. The increase
      in
      the level of provision was partially a result of growth in the loan portfolio
      and an increase in the amount of loan charge-offs, which were associated with
      the overdraft protection program. Net charge-offs associated with the overdraft
      protection program increased $41,000, or 128.1%, to $73,000, when comparing
      the
      nine months ended March 31, 2007 and 2006.











NONINTEREST
      INCOME





Noninterest
      income amounted to $2.9 million for the nine months ended March 31, 2007 as
      compared to $2.3 million for the nine months ended March 31, 2006, an increase
      of $609,000 or 26.2%. A pretax gain of approximately $257,000 related to the
      sale of the old Coxsackie branch building was the most significant item
      contributing to the improvement in noninterest income. Noninterest income
      amounted to $840,000 on for the quarter ended March 31, 2007 as compared to
      $762,000 for the quarter ended March 31, 2006, an increase of $78,000 or 10.2%.
      Service charges on deposit accounts increased $236,000 and $92,000 for the
      nine
      months and quarter ended March 31, 2007, respectively, due to higher levels
      of
      insufficient funds charges due to changes implemented in the Overdraft Privilege
      Program.





NONINTEREST
      EXPENSE





Noninterest
      expense amounted to $8.0 million for the nine months ended March 31, 2007 as
      compared to $7.8 million for the nine months ended March 31, 2006, an increase
      of $205,000 or 2.6%. Noninterest expense amounted to $2.9 million for the
      quarter ended March 31, 2007 as compared to $2.6 million for the quarter ended
      March 31, 2006, an increase of $295,000 or 11.3%. Salaries and employee benefits
      increased $25,000 when comparing nine months ended March 31, 2007 and 2006,
      and
      increased $90,000 when comparing the quarters ended March 31 2007 and 2006.
      Retirement expense decreased $143,000 and $40,000 for the nine months and
      quarter ended March 31, 2007, respectively, primarily as a result of
      discontinuing the accrual of benefits under the defined benefit pension plan
      beginning July 1, 2006. This decrease was partially offset by an increase in
      401(k) contribution expense of $39,000 and $19,000 for the nine months and
      quarter ended March 31, 2007, respectively, resulting from increases in employer
      match beginning July 1, 2006 and January 1, 2007. Also contributing to the
      increase in salaries and employee benefits was higher salaries expenses which
      increased $164,000 and $132,000 for the nine months and quarter ended March
      31,
      2007, respectively, due primarily to the staffing of two new branch offices
      which opened in February and March 2007 as well as several new positions within
      the commercial lending department. Occupancy expense and equipment and furniture
      expense increased approximately $138,000 and $45,000, respectively, when
      comparing the nine months ended March 31, 2007 and 2006 and $74,000 and $44,000,
      respectively, when comparing the quarter ended March 31, 2007 and 2006 due
      to
      higher utility costs, building maintenance and increased depreciation expense
      associated with the relocated Cairo and Coxsackie branches, the opening of
      the
      new operations center in Catskill and the opening of two new branches in
      Catskill and Greenport. Service and data processing fees decreased approximately
      $16,000 when comparing the nine months ended March 31, 2007 and 2006 resulting
      from the discontinuation of the outsourcing of the data processing system
      following the implementation of the new system, which was partially offset
      by an
      increase in internet banking fees and debit card costs associated with the
      Visa
      Rewards program. Service and data processing fees increased approximately
      $31,000 when comparing the quarters ended March 31, 2007 and 2006 resulting
      from
      higher internet banking fees and debit card costs associated with the Visa
      Rewards program. Other noninterest expenses decreased approximately $86,000
      and
      $5,000 when comparing the nine months and quarters ended March 31, 2007 and
      2006. These expenses were higher for the nine months ended March 31, 2006 as
      a
      result of expenses associated with the data processing system conversion such
      as
      training costs, licensing fees, and professional fees.








INCOME
      TAXES





The
      provision for income taxes reflected the expected tax associated with the
      revenue generated for the given period and certain regulatory requirements.
      The
      effective tax rate was 28.1% for the nine months ended March 31, 2007, compared
      to 28.3% for the nine months ended March 31, 2006. The effective tax rate was
      17.4% for the quarter ended March 31, 2007, compared to 27.2% for the quarter
      ended March 31, 2006. The decrease in effective rate for the quarter ended
      March
      31, 2007 was the result of decreased pre-tax income and the resultant increased
      percentage of tax exempt interest earned in total taxable income.











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
      Bank
      of Greene County met all regulatory capital requirements at March 31, 2007
      and
      June 30, 2006. The Bank’s consolidated shareholder’s equity represented 11.0% of
      total assets at March 31, 2007 and 10.9% of total assets of June 30,
      2006.





OFF-BALANCE
      SHEET ARRANAGEMENTS





In
      addition to the normal course of operations, we engage in a variety of financial
      transactions that, in accordance with generally accepted accounting principles
      are not recorded in our financial statements. These transactions involve, to
      varying degrees, elements of credit, interest rate, and liquidity risks. Such
      transactions are used primarily to manage customers’ requests for funding and
      take the form of loan commitments, lines of credit, and letters of
      credit.





For
      the
      nine months ended March 31, 2007, we engaged in no off-balance sheet
      transactions reasonably likely to have a material effect on our financial
      condition, results of operations of cash flow.





Mortgage
      loan commitments totaled $9.0 million at March 31, 2007. The unused portion
      of
      overdraft lines of credit amounted to $7.9 million, the unused portion of home
      equity lines of credit amounted to $5.7 million, and the unused portion of
      commercial lines of credit amounted to $3.9 million at March 31, 2007. 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
      Federal Home Loan Bank of New York.











**Item
      3.    Controls and
      Procedures**





Under
      the
      supervision and with the participation of the Company's management,
      including its Principal 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 Principal 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. and its subsidiaries are 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 March 31, 2007, 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





(a)
            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:
      May
      15, 2007





By:
      /s/ J. Bruce Whittaker











J.
      Bruce
      Whittaker


President
      and Chief Executive Officer

















Date:
      May
      15, 2007





By:
      /s/ Michelle M. Plummer











Michelle
      M. 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 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:
      May
      15,
      2007  _ /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 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:
      May
      15,
      2007  /s/
      Michelle M. 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 March 31, 2007 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:
      May
      15,
      2007  _ /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 March 31, 2007 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:
      May
      15,
      2007  /s/
      Michelle M. Plummer


Michelle
      M. Plummer


Chief
      Financial Officer