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, 2008





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 number0-25165








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
13, 2008, the registrant had 4,305,670 shares of common stock issued at $ 0.10
par value, and 4,094,528 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
            
            9-15Item
      2.
            Management’s
      Discussion and Analysis or Plan of Operation
            
            16-29Item
      3.
            Controls
      and Procedures
            
            30PART
      II.
            OTHER
      INFORMATIONItem
      1.
            Legal
      Proceedings
            
            31Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            
            31Item
      3.
            Defaults
      Upon Senior Securities
            
            31Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            
            31Item
      5.
            Other
      Information
            
            31Item
      6.
            Exhibits
            
            31Signatures
            
            32-36Exhibit
      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
            
            33
              34
              35
              36








Part
I.    Item 1.


Greene County Bancorp, Inc.


Consolidated
Statements of Financial Condition


As
of March 31, 2008 and June 30, 2007


(Unaudited)


(In
thousands, except share and per share amounts)





ASSETS
            
            March 31, 2008
            
            
            June 30, 2007Cash
      and due from banks
            
            $
            8,960
            
            
            $
            11,127Federal
      funds sold
            
            
            15,426
            
            
            
            2,899Total
      cash and cash equivalents
            
            
            24,386
            
            
            
            14,026Securities
      available for sale, at fair value
            
            
            90,349
            
            
            
            87,184Securities
      held to maturity, at amortized cost
            
            
            16,753
            
            
            
            ---Federal
      Home Loan Bank stock, at cost
            
            
            1,287
            
            
            
            657Loans
            
            
            230,521
            
            
            
            208,705Less:
      Allowance for loan losses
            
            
            (1,803
            )
            
            
            (1,486
            )Unearned
      origination fees and costs, net
            
            
            117
            
            
            
            61Net
      loans receivable
            
            
            228,835
            
            
            
            207,280Premises
      and equipment
            
            
            15,204
            
            
            
            13,712Accrued
      interest receivable
            
            
            2,145
            
            
            
            1,955Prepaid
      expenses and other assets
            
            
            642
            
            
            
            1,012Total
      assets
            
            $
            379,601
            
            
            $
            325,826LIABILITIES
      AND SHAREHOLDERS’ EQUITYNoninterest
      bearing deposits
            
            $
            41,294
            
            
            $
            44,020Interest
      bearing deposits
            
            
            280,773
            
            
            
            240,156Total
      deposits
            
            
            322,067
            
            
            
            284,176Borrowings
      from FHLB
            
            
            19,000
            
            
            
            5,000Accrued
      expenses and other liabilities
            
            
            1,703
            
            
            
            1,235Total
      liabilities
            
            
            342,770
            
            
            
            290,411SHAREHOLDERS’
      EQUITYPreferred
      stock,Authorized
      1,000,000 shares; none issued
            
            
            ---
            
            
            
            ---Common
      stock, par value $.10 per share;Authorized:12,000,000
      sharesIssued:
      4,305,670 sharesOutstanding:  4,110,388
      shares at March 31, 2008and
      4,151,066 shares at June 30, 2007;
            
            
            431
            
            
            
            431Additional
      paid-in capital
            
            
            10,253
            
            
            
            10,319Retained
      earnings
            
            
            26,628
            
            
            
            25,962Accumulated
      other comprehensive income (loss)
            
            
            928
            
            
            
            (400
            )Treasury
      stock, at cost 195,282 shares at March 31,2008,
      and 154,604 shares at June 30, 2007
            
            
            (1,380
            )
            
            
            (828
            )Unearned
      ESOP shares, at cost
            
            
            (29
            )
            
            
            (69
            )Total
      shareholders’ equity
            
            
            36,831
            
            
            
            35,415Total
      liabilities and shareholders’ equity
            
            $
            379,601
            
            
            $
            325,826See
      notes to consolidated financial statements.








Greene County Bancorp, Inc.


Consolidated
Statements of Income


For
the Nine Months Ended March 31, 2008 and 2007


(Unaudited)


(In
thousands, except share and per share amounts)


2008
            
            
            2007Interest
      income:Loans
            
            
            $
            10,922
            
            
            $
            9,835Investment
      securities – taxable
            
            
            
            916
            
            
            
            487Mortgage-backed
      securities
            
            
            
            1,416
            
            
            
            1,079Tax
      exempt securities
            
            
            
            804
            
            
            
            833Interest
      bearing deposits and federal funds sold
            
            
            
            341
            
            
            
            297Total
      interest income
            
            
            
            14,399
            
            
            
            12,531Interest
      expense:Interest
      on deposits
            
            
            
            5,420
            
            
            
            4,514Interest
      on borrowings
            
            
            
            237
            
            
            
            139Total
      interest expense
            
            
            
            5,657
            
            
            
            4,653Net
      interest income
            
            
            
            8,742
            
            
            
            7,878Provision
      for loan losses
            
            
            
            449
            
            
            
            194Net
      interest income after provision for loan losses
            
            
            
            8,293
            
            
            
            7,684Noninterest
      income:Service
      charges on deposit accounts
            
            
            
            2,006
            
            
            
            1,566Debit
      card fees
            
            
            
            581
            
            
            
            436Investment
      services
            
            
            
            255
            
            
            
            201Gain
      on sale of premises and equipment
            
            
            
            ---
            
            
            
            257Other
      operating income
            
            
            
            561
            
            
            
            474Total
      noninterest income
            
            
            
            3,403
            
            
            
            2,934Noninterest
      expense:Salaries
      and employee benefits
            
            
            
            4,776
            
            
            
            4,339Occupancy
      expense
            
            
            
            725
            
            
            
            589Equipment
      and furniture expense
            
            
            
            631
            
            
            
            632Service
      and data processing fees
            
            
            
            821
            
            
            
            719Computer
      supplies and support
            
            
            
            237
            
            
            
            194Office
      supplies
            
            
            
            157
            
            
            
            149Other
            
            
            
            1,689
            
            
            
            1,369Total
      noninterest expense
            
            
            
            9,036
            
            
            
            7,991Income
      before provision for income taxes
            
            
            
            2,660
            
            
            
            2,627Provision
      for income taxes
            
            
            
            781
            
            
            
            737Net
      income
            
            
            $
            1,879
            
            
            $
            1,890Basic
      EPS
            
            
            $
            0.45
            
            
            $
            0.46Basic
      shares outstanding
            
            
            
            4,131,089
            
            
            
            4,122,500Diluted
      EPS
            
            
            $
            0.45
            
            
            $
            0.45Diluted
      average shares outstanding
            
            
            
            4,171,626
            
            
            
            4,192,002Dividends
      per share
            
            
            $
            0.54
            
            
            $
            0.48See
      notes to consolidated financial statements.





Greene
County Bancorp, Inc.


Consolidated
Statements of Income


For
the Three Months Ended March 31, 2008 and 2007


(Unaudited)


(Dollars
in thousands, except per share amounts)


2008
            
            
            2007Interest
      income:Loans
            
            
            $
            3,708
            
            
            $
            3,353Investment
      securities – taxable
            
            
            
            412
            
            
            
            167Mortgage-backed
      securities
            
            
            
            548
            
            
            
            328Tax
      exempt securities
            
            
            
            265
            
            
            
            282Interest
      bearing deposits and federal funds sold
            
            
            
            85
            
            
            
            107Total
      interest income
            
            
            
            5,018
            
            
            
            4,237Interest
      expense:Interest
      on deposits
            
            
            
            1,694
            
            
            
            1,592Interest
      on borrowings
            
            
            
            144
            
            
            
            46Total
      interest expense
            
            
            
            1,838
            
            
            
            1,638Net
      interest income
            
            
            
            3,180
            
            
            
            2,599Provision
      for loan losses
            
            
            
            171
            
            
            
            83Net
      interest income after provision for loan losses
            
            
            
            3,009
            
            
            
            2,516Noninterest
      income:Service
      charges on deposit accounts
            
            
            
            679
            
            
            
            509Debit
      card fees
            
            
            
            194
            
            
            
            146Investment
      services
            
            
            
            68
            
            
            
            38Other
      operating income
            
            
            
            206
            
            
            
            147Total
      noninterest income
            
            
            
            1,147
            
            
            
            840Noninterest
      expense:Salaries
      and employee benefits
            
            
            
            1,668
            
            
            
            1,549Occupancy
      expense
            
            
            
            267
            
            
            
            236Equipment
      and furniture expense
            
            
            
            207
            
            
            
            236Service
      and data processing fees
            
            
            
            296
            
            
            
            245Computer
      supplies and support
            
            
            
            79
            
            
            
            76Office
      supplies
            
            
            
            73
            
            
            
            69Other
            
            
            
            592
            
            
            
            486Total
      noninterest expense
            
            
            
            3,182
            
            
            
            2,897Income
      before provision for income taxes
            
            
            
            974
            
            
            
            459Provision
      for income taxes
            
            
            
            290
            
            
            
            80Net
      income
            
            
            $
            684
            
            
            $
            379Basic
      EPS
            
            
            $
            0.17
            
            
            $
            0.09Basic
      shares outstanding
            
            
            
            4,118,958
            
            
            
            4,127,946Diluted
      EPS
            
            
            $
            0.16
            
            
            $
            0.09Diluted
      average shares outstanding
            
            
            
            4,149,745
            
            
            
            4,195,761Dividends
      per share
            
            
            $
            0.15
            
            
            $
            0.25See
      notes to consolidated financial statements.





Greene County Bancorp, Inc.


Consolidated
Statements of Comprehensive Income


For
the Nine Months Ended March 31, 2008 and 2007


(Unaudited)


(In
thousands)








2008
            
            2007Net
      income
            $1,879
            
            $1,890Other
      comprehensive income:Unrealized
      holding gain arising during the nine monthsended
      March 31, 2008 and 2007, net of incometax
      expense of $841 and $381, respectively.
            1,328
            
            595Total
      other comprehensive income
            1,328
            
            595Comprehensive
      income
            $3,207
            
            $2,485


Greene
County Bancorp, Inc.


Consolidated
Statements of Comprehensive Income


For
the Three Months Ended March 31, 2008 and 2007


(Unaudited)


(In
thousands)








2008
            
            2007Net
      income
            $684
            
            $379Other
      comprehensive income:Unrealized
      holding gain arising during the three monthsended
      March 31, 2008 and 2007, net of incometax
      expense of $281 and $51, respectively.
            451
            
            80Total
      other comprehensive income
            451
            
            80Comprehensive
      income
            $1,135
            
            $459








See
notes to consolidated financial statements.








Greene County Bancorp, Inc.


Consolidated
Statements of Changes in Shareholders’ Equity


For
the Nine Months Ended March 31, 2008 and 2007


(Unaudited)


(In
thousands)








AccumulatedAdditional
            
            Other
            
            Unearned
            TotalCapital
            Paid
      – In
            Retained
            Comprehensive
            Treasury
            ESOP
            Shareholders’Stock
            Capital
            Earnings
            Income
            Stock
            Shares
            Equity(loss)Balance
      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)
            $35,372Balance
      atJune
      30, 2007
            $431
            $10,319
            $25,962
            ($400)
            ($828)
            ($69)
            $35,415ESOP
      shares earned
            
            72
            
            
            
            40
            112Options
      exercised
            
            (9)
            
            
            31
            
            22Options
      surrendered
            
            (215)
            
            
            
            
            (215)Tax
      effect, Options
            
            86
            
            
            
            
            86Shares
      repurchased
            
            
            
            
            (583)
            
            (583)Dividends
      declared
            
            
            (995)
            
            
            
            (995)Net
      income
            
            
            1,879
            
            
            
            1,879Adoption
      of FIN 48
            
            
            (218)
            
            
            
            (218)Unrealized
      gain on securities,  net
            
            
            
            1,328
            
            
            1,328Balance
      atMarch
      31, 2008
            $431
            $10,253
            $26,628
            $928
            ($1,380)
            ($29)
            $36,831





See
notes to consolidated financial statements.





Greene County Bancorp, Inc.


Consolidated
Statements of Cash Flows


For
the Nine Months Ended March 31, 2008 and 2007


(Unaudited)


(In
thousands)





2008
            
            
            2007Cash
      flows from operating activities:Net
      Income
            
            
            $
            1,879
            
            
            $
            1,890Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
            
            
            
            766
            
            
            
            713Net
      amortization of security premiums and discounts
            
            
            
            41
            
            
            
            575Net
      amortization of deferred loan costs and fees
            
            
            
            56
            
            
            
            22Provision
      for loan losses
            
            
            
            449
            
            
            
            194ESOP
      compensation earned
            
            
            
            112
            
            
            
            158Gain
      on sale of premises and equipment
            
            
            
            ---
            
            
            
            (257
            )Net
      decrease in accrued income taxes
            
            
            
            (204
            )
            
            
            (105
            )Net
      increase in accrued interest receivable
            
            
            
            (190
            )
            
            
            (165
            )Net
      increase in prepaid and other assets
            
            
            
            (15
            )
            
            
            (58
            )Net
      (decrease) increase in other liabilities
            
            
            
            (2
            )
            
            
            86Net
      cash provided by operating activities
            
            
            
            2,892
            
            
            
            3,053Cash
      flows from investing activities:Available for sale
      securities:Proceeds
      from maturities and calls of securities
            
            
            
            13,282
            
            
            
            4,124Purchases
      of securities
            
            
            
            (38,499
            )
            
            
            (7,559
            )Principal
      payments on securities
            
            
            
            7,015
            
            
            
            11,713Held to maturity
      securities:Proceeds
      from maturities and calls of securities
            
            
            
            211
            
            
            
            ---Purchases
      of securities
            
            
            
            (710
            )
            
            
            ---Principal
      payments on securities
            
            
            
            281
            
            
            
            ---Net
      increase in loans receivable
            
            
            
            (22,060
            )
            
            
            (14,988
            )Proceeds
      from sale of premises and equipment
            
            
            
            2
            
            
            
            350Purchases
      of premises and equipment
            
            
            
            (2,260
            )
            
            
            (3,704
            )Net
      cash used in investing activities
            
            
            
            (42,738
            )
            
            
            (10,064
            )Cash
      flows from financing activities:Proceeds
      of FHLB borrowings
            
            
            
            14,000
            
            
            
            ---Dividends
      paid
            
            
            
            (995
            )
            
            
            (885
            )Proceeds
      from exercise of stock options
            
            
            
            22
            
            
            
            19Payment
      for stock options surrendered
            
            
            
            (215
            )
            
            
            ---Excess
      tax benefit from stock based compensation
            
            
            
            86
            
            
            
            14Repurchase
      of common stock
            
            
            
            (583
            )
            
            
            ---Net
      increase in deposits
            
            
            
            37,891
            
            
            
            11,963Net
      cash provided by financing activities
            
            
            
            50,206
            
            
            
            11,111Net
      increase in cash and cash equivalents
            
            
            
            10,360
            
            
            
            4,100Cash
      and cash equivalents at beginning of period
            
            
            
            14,026
            
            
            
            15,852Cash
      and cash equivalents at end of period
            
            
            $
            24,386
            
            
            $
            19,952





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, 2008 and
2007








(1)  Basis
of Presentation





The
accompanying consolidated balance sheet information as of June 30, 2007 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, 2008 and 2007 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, 2007,
such information and footnotes have not been duplicated herein.  In
the opinion of management, all adjustments (consisting of only normal recurring
items) necessary for a fair presentation of the financial position and results
of operations and cash flows at and for the periods presented have been
included.   Amounts in the prior year’s consolidated financial
statements have been reclassified whenever necessary to conform to the current
year’s presentation.  These reclassifications had no effect on net
income or retained earnings as previously reported.  All material
inter-company accounts and transactions have been eliminated in the
consolidation. The results of operations and other data for the three and nine
month periods ended March 31, 2008 are not necessarily indicative of results
that may be expected for the entire fiscal year ending June 30,
2008.








CRITICAL
ACCOUNTING POLICY





Greene
County Bancorp, Inc.’s most 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.





Statement
of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain
Investments in Debt and Equity Securities,” and Staff Accounting Bulletin 59,
“Noncurrent Marketable Equity Securities,” the Company performs periodic reviews
of individual securities in their investment portfolios to determine whether
decline in the value of a security is other than temporary.  Greene
County Bancorp, Inc. makes an assessment to determine whether there have been
any events or economic circumstances to indicate that a security on which there
is an unrealized loss is 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 the
security 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.




(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 ten 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 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 (the “Allowance”) 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 an assessment to determine whether there have been
any events or economic circumstances to indicate that a security on which there
is an unrealized loss is 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 the
security 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





Basic
earnings per share (“EPS”) is computed by dividing net income by the weighted
average number of common shares outstanding during the
period.  Diluted earnings per share is computed in a manner similar to
that of basic earnings per share except that the weighted-average number of
common shares outstanding is increased to include the number of incremental
common shares that would have been outstanding under the treasury stock method
if all potentially dilutive common shares (such as stock options) 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 earnings per share calculations.








Net
      Income
            Weighted
      Average Number of Shares
              Outstanding
            Earnings
      Per ShareNine
      Months EndedMarch
      31, 2008:
            $1,879,000Basic
            
            4,131,089
            $0.45Effect
      of dilutive stock options
            
            40,537
            (0.00)Diluted
            
            4,171,626
            $0.45March
      31, 2007:
            $1,890,000Basic
            
            4,122,500
            $0.46Effect
      of dilutive stock options
            
            69,502
            (0.01)Diluted
            
            4,192,002
            $0.45Net
      Income
            Weighted
      Average Number of Shares
              Outstanding
            Earnings
      Per ShareThree
      Months EndedMarch
      31, 2008:
            $684,000Basic
            
            4,118,958
            $0.17Effect
      of dilutive stock options
            
            30,787
            (0.01)Diluted
            
            4,149,745
            $0.16March
      31, 2007:
            $379,000Basic
            
            4,127,946
            $0.09Effect
      of dilutive stock options
            
            67,815
            (0.00)Diluted
            
            4,195,761
            $0.09




(5)  Dividends





On
January 16, 2008, the Board of Directors declared a quarterly cash dividend of
$0.15 per share of Greene County Bancorp, Inc. common stock.  The
dividend reflected an annual cash dividend rate of $0.60 cents per share, which
represented an increase from the annual cash dividend rate of $0.56 per
share.  The dividend was payable to stockholders of record as of
February 15, 2008, and paid on March 1, 2008.  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
generally accepted accounting principles in the United States of America, 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
September 2006, the Financial Accounting Standards Board (“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
statements.





In
February 2008, the FASB issued FASB Staff Position (FSP) 157-2, “Effective Date
of FASB Statement No. 157,” that permits a one-year deferral in applying
the measurement provisions of Statement No. 157 to non-financial assets and
non-financial liabilities (non-financial items) that are not recognized or
disclosed at fair value in an entity’s financial statements on a recurring basis
(at least annually). Therefore, if the change in fair value of a non-financial
item is not required to be recognized or disclosed in the financial statements
on an annual basis or more frequently, the effective date of application of
Statement 157 to that item is deferred until fiscal years beginning after
November 15, 2008 and interim periods within those fiscal years. The
Company is currently evaluating the impact, if any, that the adoption of FSP
157-2 will have on the Company’s consolidated financial statements.





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 beginning
July 1, 2008.  The Company is evaluating the impact, if any, the
adoption of SFAS No. 159 will have on its consolidated financial
statements.





In March
2007, the FASB ratified Emerging Issues Task Force (“EITF”) Issue No. 06-11
“Accounting for Income Tax Benefits of Dividends on Share-Based Payment
Awards.”  EITF 06-11 requires companies to recognize the income tax
benefit realized from dividends or dividend equivalents that are charged to
retained earnings and paid to employees for non-vested equity-classified
employee share-based payment awards as an increase to additional paid-in
capital.  EITF 06-11 is effective for fiscal years beginning after
September 15, 2007.  The Company does not expect EITF 06-11 will have
a material impact on its consolidated financial statements.





In
December 2007, the FASB issued statement No. 141 (R) “Business Combinations”.
This Statement establishes principles and requirements for how the acquirer of a
business recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree. The Statement also provides guidance for recognizing and measuring the
goodwill acquired in the business combination and determines what information to
disclose to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. The guidance will become
effective as of the beginning of a company’s fiscal year beginning after
December 15, 2008. The Company, based on current circumstances, believes that
this new pronouncement will not have a material impact on the Company’s
financial statements.





In
December 2007, the FASB issued statement No. 160 “Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51”. This Statement
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary. The guidance will
become effective as of the beginning of a company’s fiscal year beginning after
December 15, 2008. The Company believes that this new pronouncement will not
have a material impact on the Company’s consolidated financial
statements.





Staff
Accounting Bulletin No. 110 (SAB 110) amends and replaces Question 6 of
Section D.2 of Topic 14,“Share-Based Payment,” of the Staff Accounting Bulletin series. Question
6 of Section D.2 of Topic 14 expresses the views of the staff regarding the use
of the “simplified” method in developing an estimate of expected term of “plain
vanilla” share options and allows usage of the “simplified” method for share
option grants prior to December 31, 2007. SAB 110 allows public companies
which do not have historically sufficient experience to provide a reasonable
estimate to continue use of the “simplified” method for estimating the expected
term of “plain vanilla” share option grants after December 31,
2007.  SAB 110 was effective January 1, 2008. SAB
110 did not have a material impact on the Company’s consolidated
financial statements.





Staff
Accounting Bulletin No. 109 (SAB 109), "Written Loan Commitments Recorded at
Fair Value Through Earnings" expresses the views of the staff regarding written
loan commitments that are accounted for at fair value through earnings under
generally accepted accounting principles. To make the staff's views consistent
with current authoritative accounting guidance, the SAB revises and rescinds
portions of SAB No. 105, "Application of Accounting Principles to Loan
Commitments."  Specifically, the SAB revises the SEC staff's views on
incorporating expected net future cash flows related to loan servicing
activities in the fair value measurement of a written loan commitment. The SAB
retains the staff's views on incorporating expected net future cash flows
related to internally-developed intangible assets in the fair value measurement
of a written loan commitment. The staff expects registrants to apply the views
in Question 1 of SAB 109 on a prospective basis to derivative loan commitments
issued or modified in fiscal quarters beginning after December 15, 2007. SAB 109
has not had a material impact on the Company’s consolidated financial
statements.








(8)      Stock-Based
Compensation





At March
31, 2008, 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, 2007.  The
Company adopted SFAS 123(R), “Share-Based Payments” 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 July 1, 2006, there was no stock-based
compensation expense to be recorded during the quarters and nine months ended
March 31, 2008 and 2007, 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 quarters and nine months ended March 31, 2008
or 2007 is included.





A summary
of the Company’s stock option activity and related information for its option
plan for the nine months ended March 31, 2008 and 2007 is as
follows:





2008
            
            
            2007Weighted
      average
            
            
            
            
            
            Weighted
      averageExercise
            
            
            
            
            
            ExercisePrice
            
            
            
            
            
            PriceShares
            
            
            Per
      Share
            
            
            Shares
            
            
            Per
      ShareOutstanding
      at beginning of period
            
            
            
            72,664
            
            
            $
            4.55
            
            
            
            100,084
            
            
            $
            4.38Shares
      granted
            
            
            
            ---
            
            
            
            ---
            
            
            
            ---
            
            
            
            ---Exercised
            
            
            
            (5,580
            )
            
            $
            3.94
            
            
            
            (4,820
            )
            
            $
            3.94Surrendered
            
            
            
            (23,780
            )
            
            $
            3.94
            
            
            
            --
            
            
            
            --Forfeited
            
            
            
            ---
            
            
            
            ---
            
            
            
            ---
            
            
            
            ---Outstanding
      at period end
            
            
            
            43,304
            
            
            $
            4.97
            
            
            
            95,264
            
            
            $
            4.41Exercisable
      at period end
            
            
            
            43,304
            
            
            $
            4.97
            
            
            
            95,264
            
            
            $
            4.41





The
following table presents stock options outstanding and exercisable at March 31,
2008:





Options
      Outstanding and ExercisableExercise
      Prices
            
            
            Number
      Outstanding
            
            
            Weighted
      Average Remaining Contractual Life (in years)
            
            
            Weighted
      Average Exercise Price$
            3.94
            
            
            
            34,804
            
            
            
            2.00
            
            
            $
            3.94$
            9.20
            
            
            
            8,500
            
            
            
            4.00
            
            
            $
            9.2043,304
            
            
            
            2.39
            
            
            $
            4.97





The total
intrinsic value of the options exercised during the nine and three months ended
March 31, 2008, was approximately $48,000 and zero, respectively.  The
total intrinsic value of the options surrendered during the nine and three
months ended March 31, 2008 was approximately $197,000.  The total
intrinsic value of the options outstanding and exercisable at March 31, 2008,
was approximately $345,000.  There were no stock options granted
during the nine and three months ended March 31, 2008 and 2007.  The
Company had no non-vested options outstanding at or during the nine months ended
March 31, 2008 and 2007.





(9)    
Stock Repurchase Program





On August
22, 2007, the Board of Directors authorized a stock repurchase program pursuant
to which the Company intends to repurchase up to 5% of its outstanding shares
(excluding shares held by Greene County Bancorp, MHC, the Company’s mutual
holding company), or up to 92,346 shares.  As of March 31, 2008, the
Company had repurchased 46,258 shares pursuant to this program at an average
cost of $12.60 per share.





(10)     Income
Taxes





In July
2006, the Financial Accounting Standards Board (“FASB”) released Interpretation
No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB
Statement 109” (“FIN 48”). Effective for fiscal years beginning after December
15, 2006, FIN 48 provides guidance on the financial statement recognition and
measurement for income tax positions that the Company has taken or expects to
take in its income tax returns. It also provides related guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. The Company adopted the provisions of FIN
48 on July 1, 2007. The adoption required the Company to recognize a $218,000
increase in our liability for unrecognized tax benefit.





As of
July 1, 2007, the Company had a liability for unrecognized tax benefits of
$186,000. The Company recognizes penalties and accrued interest related to
unrecognized tax benefits in tax expense. As of July 1, 2007, the Company had a
liability of approximately $32,000 for penalties and interest.





Actual
income taxes paid may vary from estimates depending upon changes in income tax
laws, actual results of operations, and the final audit of tax returns by taxing
authorities. Tax assessments may arise several years after tax returns have been
filed. The Company reviews its tax balances quarterly and as new information
becomes available, the balances are adjusted, as appropriate. The Company is
currently under examination by the Internal Revenue Service for fiscal years
ended June 30, 2004 through June 30, 2006.  The Company is no longer
subject to federal and state income tax examinations by tax authorities for
years before June 30, 2004.





(11)     
Subsequent Event





On April
15, 2008, the Board of Directors declared a quarterly cash dividend of $0.16 per
share of Greene County Bancorp, Inc. common stock.  The dividend
reflected an annual cash dividend rate of $0.64 cents per share, which
represented an increase from the annual cash dividend rate of $0.60 per
share.  The dividend will be payable to stockholders of record as of
May 15, 2008, and will be paid on June 1, 2008.  It should be noted
that Greene County Bancorp, Inc.’s mutual holding company intends to continue to
waive receipt of dividends on the 2,304,632 shares of Company common stock it
owns.





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, Greene County Commercial Bank 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, 2008 and June 30, 2007








ASSETS





Total
assets of the Company increased to $379.6 million at March 31, 2008 from $325.8
millionat June 30,
2007.  Loans have continued to grow to $228.8 million at March 31,
2008 from $207.3 million at June 30, 2007.  Securities, including both
available-for-sale and held-to-maturity investments, also increased during the
nine months ended March 31, 2008, and represented $107.1 million or 28.2% of
total assets at March 31, 2008 as compared to $87.2 million or 26.8% of total
assets at June 30, 2007





SECURITIES





Securities
increased to $107.1 million at March 31, 2008 as compared to $87.2 million at
June 30, 2007, an increase of $19.9 million, or 22.8%.  The increase
in the portfolio was the result $39.2 million of securities purchases during the
nine months ended March 31, 2008.  This increase was partially offset
by maturities and principal repayments of $20.8 million.  Repayments
and maturities consisted of $9.7 million in US government agency securities,
$6.3 million in mortgage-backed securities, $4.8 million in state and
political subdivision securities and $270,000 in FHLB stock. Purchases of $39.2
million consisted of $23.3 million in mortgage-backed securities, $5.3 million
in state and political subdivision or tax-free securities, $900,000 in FHLB
stock, $7.0 million in corporate debt securities, $2.0 million in U.S.
government agency securities, and $1.0 million in a long term certificate of
deposit.   Additionally, during the nine months ended March 31,
2008, available-for-sale securities improved from an unrealized loss of $655,000
to an unrealized gain of $1.5 million.





At
December 1, 2007, Greene County Bancorp, Inc. reclassified $16.5 million in
local, state and political subdivision securities from available-for-sale
securities to held-to-maturity securities.  The Company has the
ability and intent to hold these securities until maturity.  The
issues transferred consisted of local municipal bonds which are considered
illiquid and have no quoted market values.  Management estimated that
the aggregate fair value of these securities at the time of transfer was equal
to their aggregate amortized cost.  These securities will continue to
be recorded at amortized cost.  Greene County Bancorp, Inc. held 27.9%
of the securities portfolio, including both available-for-sale and
held-to-maturity securities, at March 31, 2008 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)Carrying
      value at
              March
      31, 2008
            
            
            Percentage
              of
      portfolio
            
            
            Carrying
      value at
              June
      30, 2007
            
            
            Percentage
              of
      portfolioU.S.
      government agencies
            
            $
            12,634
            
            
            
            11.8
            %
            
            $
            19,628
            
            
            
            22.5
            %State
      and political subdivisions1
            
            
            29,877
            
            
            
            27.9
            
            
            
            29,034
            
            
            
            33.3Mortgage-backed
      securities
            
            
            56,325
            
            
            
            52.6
            
            
            
            38,157
            
            
            
            43.8Asset-backed
      securities
            
            
            64
            
            
            
            0.1
            
            
            
            76
            
            
            
            0.1Corporate
      debt securities
            
            
            6,832
            
            
            
            6.3
            
            
            
            ---
            
            
            
            ---Total
      debt securities
            
            
            105,732
            
            
            
            98.7
            
            
            
            86,895
            
            
            
            99.7Certificates
      of deposit
            
            
            1,000
            
            
            
            1.0
            
            
            
            ---
            
            
            
            ---Equity
      securities and other
            
            
            370
            
            
            
            0.3
            
            
            
            289
            
            
            
            0.3Total
      securities available-for-sale
            
            $
            107,102
            
            
            
            100.0
            %
            
            $
            87,184
            
            
            
            100.0
            %











1 Includes $16,753,000 of
held-to-maturity securities at March 31, 2008, which are carried at amortized
cost.














LOANS





Net loans
receivable increased to $228.8 million at March 31, 2008 from $207.3 million at
June 30, 2007, an increase of $21.5 million, or 10.4%.  The loan
growth experienced during the nine months primarily consisted of $13.5 million
in residential mortgages, $3.7 million in home equity loans, $3.4 million in
commercial real estate loans, and $1.2 million in commercial
loans.  The continued low interest rate environment and strong
customer satisfaction from personal service continued to enhance loan
growth.  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, 2008
            
            
            Percentage
              of
      portfolio
            
            
            At
              June
      30, 2007
            
            
            Percentage
              of
      portfolioReal
      estate mortgagesResidential
            
            $
            163,701
            
            
            
            71.0
            %
            
            $
            150,215
            
            
            
            72.0
            %Commercial
            
            
            29,102
            
            
            
            12.6
            
            
            
            25,740
            
            
            
            12.3Home
      equity loans
            
            
            23,430
            
            
            
            10.2
            
            
            
            19,719
            
            
            
            9.5Commercial
      loans
            
            
            9,582
            
            
            
            4.2
            
            
            
            8,391
            
            
            
            4.0Installment
      loans
            
            
            4,241
            
            
            
            1.8
            
            
            
            4,057
            
            
            
            1.9Passbook
      loans
            
            
            465
            
            
            
            0.2
            
            
            
            583
            
            
            
            0.3Total
      loans
            
            $
            230,521
            
            
            
            100.0
            %
            
            $
            208,705
            
            
            
            100.0
            %Less:
      Allowance for loan losses
            
            
            (1,803
            )
            
            
            
            
            
            
            (1,486
            )Unearned
      origination fees and costs, net
            
            
            117
            
            
            
            
            
            
            
            61Net
      loans receivable
            
            $
            228,835
            
            
            
            
            
            
            $
            207,280








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, 2008, was driven by the continued growth of the loan portfolio and
recent increases in loan delinquencies.  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, 2008
            
            
            March
      31, 2007Balance
      at the beginning of the period
            
            $
            1,486
            
            
            $
            1,314Charge-offs:Commercial
      loan
            
            
            46
            
            
            
            7Installment
      loans to individuals
            
            
            28
            
            
            
            25Overdraft
      protection
            
            
            182
            
            
            
            109Total
      loans charged off
            
            
            256
            
            
            
            141Recoveries:Residential
      mortgage
            
            
            27
            
            
            
            ---Commercial
      loan
            
            
            ---
            
            
            
            7Installment
      loans to individuals
            
            
            44
            
            
            
            27Overdraft
      protection
            
            
            53
            
            
            
            36Total
      recoveries
            
            
            124
            
            
            
            70Net
      charge-offs
            
            
            132
            
            
            
            71Provisions
      charged to operations
            
            
            449
            
            
            
            194Balance
      at the end of the period
            
            $
            1,803
            
            
            $
            1,437Ratio
      of net charge-offs to average loans outstanding,
annualized
            
            
            0.08
            %
            
            
            0.05
            %Ratio
      of net charge-offs to nonperforming assets, annualized
            
            
            11.50
            %
            
            
            8.18
            %Allowance
      for loan loss to nonperforming loans
            
            
            117.84
            %
            
            
            124.20
            %Allowance
      for loan loss to total loans receivable
            
            
            0.78
            %
            
            
            0.70
            %





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 90 days or more at March 31, 2008 or June 30, 2007.





Analysis of Nonaccrual Loans
and Nonperforming Assets





(Dollars
      in thousands)
            
            At
      March 31, 2008
            
            
            At
      June 30, 2007Nonaccruing
      loans:Real
      estate mortgage loans:Residential
      mortgages loans (one- to four-family)
            
            $
            933
            
            
            $
            451Commercial
      mortgage loans
            
            
            ---
            
            
            
            111Home
      equity
            
            
            283
            
            
            
            110Commercial
      loans
            
            
            244
            
            
            
            ---Installment
      loans to individuals
            
            
            70
            
            
            
            10Total
      nonaccruing loans
            
            
            1,530
            
            
            
            682Foreclosed
      real estate
            
            
            ---
            
            
            
            ---Total
      nonperforming assets
            
            $
            1,530
            
            
            $
            682Total
      nonperforming assets
              as
      a percentage of total assets
            
            
            0.40
            %
            
            
            0.21
            %Total
      nonperforming loans to total loans
            
            
            0.67
            %
            
            
            0.33
            %





At and
during the nine months ended March 31, 2008, The Bank of Greene County had three
impaired commercial loans totaling $244,000.  At and during the nine
months ended March 31, 2007, no loans were considered
impaired.  Accordingly, no specific valuation allowance for impaired
loans was recorded.  Interest income related to nonaccrual loans was
not material in the quarters and nine month periods ended March 31, 2008 and
2007.








DEPOSITS





Total
deposits increased to $322.1 million at March 31, 2008 from $284.2 million at
June 30, 2007, an increase of $37.9 million, or 13.3%.  The net growth
in deposits was primarily due to a $22.0 million increase in municipal deposits
at Greene County Commercial Bank.  The Company believes that the
increase in deposits is also due the recent volatility of the stock market
resulting in consumers moving their funds out of stocks and into deposit
products.  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, 2008
            
            
            Percentage
              of
      portfolio
            
            
            At
              June
      30, 2007
            
            
            Percentage
              of
      portfolioNoninterest
      bearing deposits
            
            $
            41,294
            
            
            
            12.8
            %
            
            $
            44,020
            
            
            
            15.5
            %Certificates
      of deposit
            
            
            89,495
            
            
            
            27.8
            
            
            
            74,563
            
            
            
            26.2Savings
      deposits
            
            
            68,096
            
            
            
            21.1
            
            
            
            71,830
            
            
            
            25.3Money
      market deposits
            
            
            38,899
            
            
            
            12.1
            
            
            
            37,710
            
            
            
            13.3NOW
      deposits
            
            
            84,283
            
            
            
            26.2
            
            
            
            56,053
            
            
            
            19.7Total
      deposits
            
            $
            322,067
            
            
            
            100.0
            %
            
            $
            284,176
            
            
            
            100.0
            %











BORROWINGS





At March
31, 2008, The Bank of Greene County had the following term borrowings totaling
$19.0 million from the FHLB:





Amount
            Rate
            Maturity
      Date$14,000,000
            Ranging
      from 2.97% to 3.97%
            Ranging
      from 02/01/2010 to 01/17/2014$5,000,000
            3.64%
      - convertible
            10/24/2013





The $14.0
million borrowing consists of several fixed rate, fixed term advances with a
weighted average rate of 3.34% and a weighted average maturity of 37
months.  The $5.0 million borrowing, which carried a 3.64% interest
rate at March 31, 2008, is convertible by FHLB under certain market interest
rate scenarios, including three-month LIBOR at or above 7.5%.  FHLB
has the option to convert this existing advance into a replacement advance 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.





The $14.0
million borrowing was acquired in order to improve the Company’s interest rate
risk position by structuring longer term maturities that would more closely
match maturities within the loan and securities portfolios.  These
longer term maturities are expected to provide for less volatility in net
interest income should interest rates begin to rise.   These
borrowings have been utilized to fund loan and security portfolio
growth.








EQUITY





Shareholders’
equity increased to $36.8 million at March 31, 2008 from $35.4 million at June
30, 2007, as net income of $1.9 million was partially offset by dividends
declared and paid of $995,000. An improvement of $1.3 million in the fair value
of the available-for-sale investment portfolio, net of tax, resulted in
accumulated other comprehensive income of $928,000 at March 31, 2008 compared to
accumulated other comprehensive loss of $400,000 at June 30,
2007.  The Company recorded an adjustment, effective July 1, 2007,
reducing retained earnings by $218,000 as a result of implementing FASB
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an
interpretation of FASB Statement No. 109”.  Activities associated with
the various stock-based compensation plans of the Company including the 2000
Stock Option Plan and ESOP Plan resulted in a net increase in equity of
$5,000.  5,580 options were exercised and 23,780 options were
surrendered during the nine months ended March 31, 2008.   On
August 22, 2007, the Board of Directors authorized a stock repurchase program
pursuant to which the Company intends to repurchase up to 5% of its outstanding
shares (excluding shares held by Greene County Bancorp, MHC, the Company’s
mutual holding company), or up to 92,346 shares.  During the nine
months ended March 31, 2008, the Company repurchased 46,258
shares.  As a result of this stock repurchase and the exercise of
stock options during the period, treasury shares were increased to
195,282.











Comparison
of Operating Results for the Nine Months and Quarter Ended March 31, 2008 and
2007





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, 2008 and
2007.  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
and nine months ended March 31, 2008 and 2007.  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, 2008 and 2007


(Dollars
      in thousands)
            
            2008
            
            
            2008
            
            
            2008
            
            
            2007
            
            
            2007
            
            
            2007Average
            
            
            Interest
            
            
            Average
            
            
            Average
            
            
            Interest
            
            
            AverageOutstanding
            
            
            Earned/
            
            
            Yield/
            
            
            Outstanding
            
            
            Earned/
            
            
            Yield/Balance
            
            
            Paid
            
            
            Rate
            
            
            Balance
            
            
            Paid
            
            
            RateInterest
      earning assets:Loans
      receivable, net1
            
            $
            220,744
            
            
            $
            10,922
            
            
            
            6.60
            %
            
            $
            199,565
            
            
            $
            9,835
            
            
            
            6.57
            %Securities2
            
            
            92,502
            
            
            
            3,096
            
            
            
            4.46
            
            
            
            82,721
            
            
            
            2,366
            
            
            
            3.81Federal
      funds
            
            
            7,803
            
            
            
            237
            
            
            
            4.05
            
            
            
            5,224
            
            
            
            204
            
            
            
            5.21Interest
      bearing bank balances
            
            
            3,650
            
            
            
            104
            
            
            
            3.80
            
            
            
            2,816
            
            
            
            93
            
            
            
            4.40FHLB
      stock
            
            
            830
            
            
            
            40
            
            
            
            6.42
            
            
            
            643
            
            
            
            33
            
            
            
            6.84Total
      interest earning assets
            
            
            325,529
            
            
            
            14,399
            
            
            
            5.90
            %
            
            
            290,969
            
            
            
            12,531
            
            
            
            5.74
            %Cash
      and due from banks
            
            
            5,602
            
            
            
            
            
            
            
            
            
            
            
            6,750Allowance
      for loan losses
            
            
            (1,616
            )
            
            
            
            
            
            
            
            
            
            
            (1,345
            )Other
      non-interest earning assets
            
            
            17,324
            
            
            
            
            
            
            
            
            
            
            
            15,393Total
      assets
            
            $
            346,839
            
            
            
            
            
            
            
            
            
            
            $
            311,767Interest
      bearing liabilities:Savings
      and money market deposits
            
            $
            106,607
            
            
            
            1,447
            
            
            
            1.81
            %
            
            $
            121,204
            
            
            
            1,816
            
            
            
            2.00
            %NOW
      deposits
            
            
            70,828
            
            
            
            1,360
            
            
            
            2.56
            
            
            
            45,125
            
            
            
            868
            
            
            
            2.56Certificates
      of deposit
            
            
            81,545
            
            
            
            2,613
            
            
            
            4.27
            
            
            
            63,671
            
            
            
            1,830
            
            
            
            3.83Borrowings
            
            
            8,838
            
            
            
            237
            
            
            
            3.57
            
            
            
            5,001
            
            
            
            139
            
            
            
            3.71Total
      interest bearing liabilities
            
            
            267,818
            
            
            
            5,657
            
            
            
            2.82
            %
            
            
            235,001
            
            
            
            4,653
            
            
            
            2.64
            %Non-interest
      bearing deposits
            
            
            40,366
            
            
            
            
            
            
            
            
            
            
            
            40,477Other
      non-interest bearing liabilities
            
            
            2,525
            
            
            
            
            
            
            
            
            
            
            
            1,673Shareholders’
      equity
            
            
            36,130
            
            
            
            
            
            
            
            
            
            
            
            34,616Total
      liabilities and equity
            
            $
            346,839
            
            
            
            
            
            
            
            
            
            
            $
            311,767Net
      interest income
            
            
            
            
            
            $
            8,742
            
            
            
            
            
            
            
            
            
            
            $
            7,878Net
      interest rate spread
            
            
            
            
            
            
            
            
            
            
            3.08
            %
            
            
            
            
            
            
            
            
            
            
            3.10
            %Net
      interest margin
            
            
            
            
            
            
            
            
            
            
            3.58
            %
            
            
            
            
            
            
            
            
            
            
            3.61
            %Average
      interest earning assets toaverage
      interest bearing liabilities
            
            
            
            
            
            
            
            
            
            
            121.55
            %
            
            
            
            
            
            
            
            
            
            
            123.82
            %








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


2Includes tax-free securities,
mortgage-backed securities and asset-backed 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,(In
      thousands)
            
            2008
      versus 2007Increase/(Decrease)
            
            
            TotalDue
      to
            
            
            Increase/Interest-earning
      assets:
            
            Volume
            
            
            Rate
            
            
            (Decrease)Loans
      receivable, net1
            
            $
            1,042
            
            
            $
            45
            
            
            $
            1,087Securities2
            
            
            299
            
            
            
            431
            
            
            
            730Federal
      funds
            
            
            85
            
            
            
            (52
            )
            
            
            33Interest-bearing
      bank balances
            
            
            25
            
            
            
            (14
            )
            
            
            11FHLB
      stock
            
            
            9
            
            
            
            (2
            )
            
            
            7Total
      interest-earning assets
            
            
            1,460
            
            
            
            408
            
            
            
            1,868Interest-bearing
      liabilities:Savings
      deposits
            
            
            (206
            )
            
            
            (163
            )
            
            
            (369
            )NOW
      deposits
            
            
            492
            
            
            
            --
            
            
            
            492Certificates
      of deposit
            
            
            556
            
            
            
            227
            
            
            
            783Borrowings
            
            
            103
            
            
            
            (5
            )
            
            
            98Total
      interest-bearing liabilities
            
            
            945
            
            
            
            59
            
            
            
            1,004Net
      interest income
            
            $
            515
            
            
            $
            349
            
            
            $
            864





Quarter Ended March 31, 2008
and 2007





(Dollars
      in thousands)
            
            2008
            
            
            2008
            
            
            2008
            
            
            2007
            
            
            2007
            
            
            2007Average
            
            
            Interest
            
            
            Average
            
            
            Average
            
            
            Interest
            
            
            AverageOutstanding
            
            
            Earned/
            
            
            Yield/
            
            
            Outstanding
            
            
            Earned/
            
            
            Yield/Balance
            
            
            Paid
            
            
            Rate
            
            
            Balance
            
            
            Paid
            
            
            RateInterest
      earning assets:Loans
      receivable, net1
            
            $
            227,315
            
            
            $
            3,708
            
            
            
            6.52
            %
            
            $
            204,494
            
            
            $
            3,353
            
            
            
            6.56
            %Securities2
            
            
            98,915
            
            
            
            1,211
            
            
            
            4.90
            
            
            
            78,857
            
            
            
            765
            
            
            
            3.88Federal
      funds
            
            
            9,131
            
            
            
            65
            
            
            
            2.85
            
            
            
            5,434
            
            
            
            70
            
            
            
            5.15Interest
      bearing bank balances
            
            
            3,167
            
            
            
            20
            
            
            
            2.53
            
            
            
            3,265
            
            
            
            37
            
            
            
            4.53FHLB
      stock
            
            
            1,167
            
            
            
            14
            
            
            
            4.80
            
            
            
            643
            
            
            
            12
            
            
            
            7.47Total
      interest earning assets
            
            
            339,695
            
            
            
            5,018
            
            
            
            5.91
            %
            
            
            292,693
            
            
            
            4,237
            
            
            
            5.79
            %Cash
      and due from banks
            
            
            5,793
            
            
            
            
            
            
            
            
            
            
            
            6,976Allowance
      for loan losses
            
            
            (1,721
            )
            
            
            
            
            
            
            
            
            
            
            (1,392
            )Other
      non-interest earning assets
            
            
            18,640
            
            
            
            
            
            
            
            
            
            
            
            17,874Total
      assets
            
            $
            362,407
            
            
            
            
            
            
            
            
            
            
            $
            316,151Interest
      bearing liabilities:Savings
      and money market deposits
            
            $
            103,402
            
            
            
            393
            
            
            
            1.52
            %
            
            $
            114,062
            
            
            
            576
            
            
            
            2.02
            %NOW
      deposits
            
            
            77,425
            
            
            
            437
            
            
            
            2.26
            
            
            
            51,087
            
            
            
            346
            
            
            
            2.71Certificates
      of deposit
            
            
            85,286
            
            
            
            864
            
            
            
            4.05
            
            
            
            66,265
            
            
            
            670
            
            
            
            4.04Borrowings
            
            
            16,335
            
            
            
            144
            
            
            
            3.53
            
            
            
            5,000
            
            
            
            46
            
            
            
            3.68Total
      interest bearing liabilities
            
            
            282,448
            
            
            
            1,838
            
            
            
            2.60
            %
            
            
            236,414
            
            
            
            1,638
            
            
            
            2.77
            %Non-interest
      bearing deposits
            
            
            39,570
            
            
            
            
            
            
            
            
            
            
            
            41,377Other
      non-interest bearing liabilities
            
            
            3,730
            
            
            
            
            
            
            
            
            
            
            
            3,170Shareholders’
      equity
            
            
            36,659
            
            
            
            
            
            
            
            
            
            
            
            35,190Total
      liabilities and equity
            
            $
            362,407
            
            
            
            
            
            
            
            
            
            
            $
            316,151Net
      interest income
            
            
            
            
            
            $
            3,180
            
            
            
            
            
            
            
            
            
            
            $
            2,599Net
      interest rate spread
            
            
            
            
            
            
            
            
            
            
            3.31
            %
            
            
            
            
            
            
            
            
            
            
            3.02
            %Net
      interest margin
            
            
            
            
            
            
            
            
            
            
            3.74
            %
            
            
            
            
            
            
            
            
            
            
            3.55
            %Average
      interest earning assets toaverage
      interest bearing liabilities
            
            
            
            
            
            
            
            
            
            
            120.27
            %
            
            
            
            
            
            
            
            
            
            
            123.81
            %












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


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











Three
      Months
              Ended
      March 31,(In
      thousands)
            
            2008
      versus 2007Increase/(Decrease)
            
            
            TotalDue
      to
            
            
            Increase/Interest-earning
      assets:
            
            Volume
            
            
            Rate
            
            
            (Decrease)Loans
      receivable, net1
            
            $
            375
            
            
            $
            (20
            )
            
            $
            355Securities2
            
            
            219
            
            
            
            227
            
            
            
            446Federal
      funds
            
            
            35
            
            
            
            (40
            )
            
            
            (5
            )Interest-bearing
      bank balances
            
            
            (1
            )
            
            
            (16
            )
            
            
            (17
            )FHLB
      stock
            
            
            7
            
            
            
            (5
            )
            
            
            2Total
      interest-earning assets
            
            
            635
            
            
            
            146
            
            
            
            781Interest-bearing
      liabilities:Savings
      deposits
            
            
            (50
            )
            
            
            (133
            )
            
            
            (183
            )NOW
      deposits
            
            
            156
            
            
            
            (65
            )
            
            
            91Certificates
      of deposit
            
            
            192
            
            
            
            2
            
            
            
            194Borrowings
            
            
            100
            
            
            
            (2
            )
            
            
            98Total
      interest-bearing liabilities
            
            
            398
            
            
            
            (198
            )
            
            
            200Net
      interest income
            
            $
            237
            
            
            $
            344
            
            
            $
            581








OVERVIEW





Annualized
return on average assets and return on average equity are common methods of
measuring operating results.  Annualized return on average assets
decreased to 0.72% for the nine months ended March 31, 2008, as compared to
0.81% for the nine months ended March 31, 2007.  Annualized return on
average equity decreased to 6.93% for the nine months ended March 31, 2008 as
compared to 7.28% for the nine months ended March 31, 2007.  The year
to date decrease in return on average assets and return on average equity was
primarily the result of higher noninterest expenses, partially offset by higher
noninterest income and net interest income.  Annualized return on
average assets increased to 0.75%  for the quarter ended March 31,
2008, as compared to 0.48% for the quarter ended March 31,
2007.  Annualized return on equity increased to 7.46% for the quarter
ended March 31, 2008, as compared to 4.30% for the quarter ended March 31,
2007.  The increase in return on average assets and return on average
equity was primarily the result of higher net interest income and noninterest
income.





Net
income amounted to $1.9 million for both the nine months ended March 31, 2008
and 2007, and amounted to $684,000 and $379,000 for the quarters ended March 31,
2008 and 2007, respectively, an increase of $305,000 or
80.5%.  Average assets amounted to $346.8 million for the nine month
period ended March 31, 2008 as compared to $311.8 million for the same period
ended March 31, 2007, an increase of $35.0 million or 11.2%.  Average
assets amounted to $362.4 million for the quarter ended March 31, 2008 as
compared to $316.2 million for the quarter ended March 31, 2007, an increase of
$46.2 million or 14.6%.  Average equity amounted to $36.1 million for
the nine month period ended March 31, 2008 as compared to $34.6 million for the
same period ended March 31, 2007, an increase of $1.5 million or
4.3%.  Average equity amounted to $36.7 million for the quarter ended
March 31, 2008 as compared to $35.2 million for the quarter ended March 31,
2007, an increase of $1.5 million or 4.3%.








INTEREST
INCOME





Interest
income amounted to $14.4 million for the nine months ended March 31, 2008 as
compared to $12.5 million for the nine months ended March 31, 2007, an increase
of $1.9 million or 15.2%.  Interest income amounted to $5.0 million
for the quarter ended March 31, 2008 as compared to $4.2 million for the quarter
ended March 31, 2007, an increase of $781,000 or 18.4%.  The increase
in loan and securities 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, 2008 and
2007.  Average loan balances increased $21.2 million for the nine
months ended March 31, 2008 as compared to the nine months ended March 31, 2007
and the yield increased by 3 basis points when comparing the same
periods.  Average loan balances increased $22.8 million for the
quarter ended March 31, 2008 as compared to the quarter ended March 31, 2007 and
the yield decreased by 4 basis points when comparing the same
periods.  The overall impact on interest income from securities was
positive with an increase in average balances of $9.8 million which was
complemented by a 65 basis point increase in yield when comparing the nine
months ended March 31, 2008 and 2007 and a $20.1 million increase in average
balances and a 102 basis point increase in yield when comparing the quarters
ended March 31, 2008 and 2007.   The increase in the yield on
securities were impacted by the recognition of the accelerated accretion of
discounts on US government agency securities that were called prior to maturity
during the quarter ended March 31, 2008.   It is expected that
the reinvestment of these funds into lower rate securities will have a negative
impact on the yield on these investment in future periods.  Average
balances on short term investments such as interest bearing bank balances and
federal funds sold increased $3.4 million and $3.6 million when comparing the
nine months and quarters ended March 31, 2008 and 2007,
respectively.  While interest income from these sources increased for
the nine months ended March 31, 2008 compared to the same period in 2007, it
decreased for the quarter ended March 31, 2008 compared to the same period in
2007.  Increased income generated from higher balances in short term
investments was offset by a lower yield on such investments, primarily as a
result of the short-term interest rate decreases implemented by the Federal Open
Market Committee during the latter part of calendar 2007 and the first part of
2008.








INTEREST
EXPENSE





Interest
expense amounted to $5.7 million for the nine months ended March 31, 2008, as
compared to $4.7 million for the nine months ended March 31, 2007, an increase
of $1.0 million.  Interest expense amounted to $1.8 million for the
quarter ended March 31, 2008, as compared to $1.6 million for the quarter ended
March 31, 2007, an increase of $200,000.  Increases in average
balances of interest-bearing liabilities had the greatest impact on overall
interest expense.  The average balance of interest bearing liabilities
amounted to $267.8 million and the average rate increased to 2.82% for the nine
months ended March 31, 2008 as compared to an average balance of $235.0 million
with an average rate of 2.64% for the nine months ended March 31, 2007, an
increase in average interest bearing liabilities of $32.8 million and an
increase in average rate of 18 basis points.  The average balance of
interest bearing liabilities amounted to $282.4 million and the average rate
decreased to 2.60% for the quarter ended March 31, 2008 as compared to an
average balance of $236.4 million with an average rate of 2.77% for the quarter
ended March 31, 2007, an increase in average interest bearing liabilities of
$46.0 million and a decrease in average rate of 17 basis points.  The
average rate paid on NOW deposits was unchanged at 2.56%, and decreased 45 basis
points, respectively, when comparing the nine months and quarters ended March
31, 2008 and 2007, and the average balance of such accounts grew by $25.7
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 $17.9 million and the average rate
paid increased by 44 basis points when comparing the nine months ended March 31,
2008 and 2007.  The average balance of certificates of deposit grew by
$19.0 million and the average rate paid increased by one basis point when
comparing the quarters ended March 31, 2008 and 2007.  The average
balance of savings and money market deposits fell by $14.6 million and $10.7
million when comparing the nine months and quarters ended March 31, 2008 and
2007.  The average rate paid on savings and money markets decreased 19
basis points and 50 basis points when comparing the same periods.  The
average balance of borrowings increased $3.8 million and $11.3 million when
comparing the nine months and quarters ended March 31, 2008 and
2007.   The average rate paid decreased by 14 basis points and 15
basis points when comparing the same periods.








NET
INTEREST INCOME





Net
interest income increased $864,000 to $8.7 million for the nine months ended
March 31, 2008 compared to March 31, 2007 and increased $581,000 to $3.2 million
for the quarter ended March 31, 2008 compared to March 31,
2007.     Net interest spread decreased 2 basis points
to 3.08% from 3.10% for the nine months ended March 31, 2008 and 2007,
respectively. Net interest margin decreased 3 basis points to 3.58% from 3.61%
for the same periods.  Net interest spread increased 29 basis points
to 3.31% from 3.02% for the quarters ended March 31, 2008 and 2007,
respectively.  Net interest margin increased 19 basis points to 3.74%
from 3.55% for the same periods.  These increases for the quarter were
primarily due to the recent decreases in short-term interest rates implemented
by the Federal Open Market Committee, and the resulting repricing of many of the
Company’s interest-bearing liabilities.





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 $449,000 and $194,000 for the nine months
ended March 31, 2008 and 2007, respectively, an increase of
$255,000.  The provision for loan losses amounted to $171,000 and
$83,000 for the quarters ended March 31, 2008 and 2007, respectively, an
increase of $88,000.  The increase in the level of provision was
primarily a result of growth in the loan portfolio, an increase in nonperforming
loans and an increase in the amount of loan charge-offs, which were
predominantly associated with the overdraft protection program.  Net
charge-offs associated with the overdraft protection program increased $56,000,
or 76.7% when comparing the nine months ended March 31, 2008 and
2007.








NONINTEREST
INCOME





Noninterest
income amounted to $3.4 million for the nine months ended March 31, 2008 as
compared to $2.9 million for the nine months ended March 31, 2007, an increase
of $469,000 or 16.0%.  Noninterest income amounted to $1.1 million
compared to $840,000 for the quarters ended March 31, 2008 and 2007,
respectively.   During the nine months ended March 31, 2007, a
pretax gain of approximately $257,000 related to the sale of the former
Coxsackie branch building was recognized in noninterest income.  There
were no significant sales of assets during the nine months and quarter ended
March 31, 2008.  Service charges on deposit accounts increased
$440,000 and $170,000 for the nine months and quarter ended March 31, 2008,
respectively, due to higher levels of insufficient funds charges as a result of
changes implemented in the Overdraft Privilege Program.  Debit card
fees increased $145,000 and $48,000, respectively, for the same periods
primarily due to a higher volume of transactions.








NONINTEREST
EXPENSE





Noninterest
expense amounted to $9.0 million for the nine months ended March 31, 2008 as
compared to $8.0 million for the nine months ended March 31, 2007, an increase
of $1.0 million or 12.5%.  Noninterest expense amounted to $3.2
million for the quarter ended March 31, 2008 as compared to $2.9 million for the
quarter ended March 31, 2007, an increase of $285,000 or
9.8%.  Salaries and employee benefits increased $437,000 when
comparing the nine months ended March 31, 2008 and 2007; and $119,000 when
comparing the quarters ended March 31, 2008 and 2007.  These increases
were primarily due to an increase in the number of employees resulting from the
addition of three new branches (two branches which opened in the third quarter
of fiscal 2007 and one branch which has opened in January 2008) and expansion of
the commercial lending department, as well as a $75,000 payment during the
quarter ended December 31, 2007, associated with the retirement of a senior
officer.  Occupancy expense and equipment and furniture expense, in
the aggregate, increased approximately $135,000 when comparing the nine months
ended March 31, 2008 and 2007 due to higher utility costs, building maintenance
and increased depreciation expense associated with the opening of the new
operations center in Catskill and the opening of three new branches in Catskill,
Greenport, and Chatham.  All other noninterest expenses, in the
aggregate, increased approximately $473,000 and $164,000 when comparing the nine
months and quarters ended March 31, 2008 and 2007 due to increased costs related
to debit card transactions and the loyalty program, marketing costs related to
deposit product promotions, and increased assessments resulting from the
conversion of the Bank from a New York State chartered financial institution to
a Federally chartered institution.








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 29.4% for the nine months
ended March 31, 2008, compared to 28.1% for the nine months ended March 31,
2007.  The effective tax rate was 29.8% for the quarter ended March
31, 2008, compared to 17.4% for the quarter ended March 31, 2007.  The
increases in effective rates for the periods ended March 31, 2008 were the
result of increased pre-tax income and the resultant decreased 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.





Mortgage
loan commitments totaled $9.5 million at March 31, 2008.  The unused
portion of overdraft lines of credit amounted to $9.1 million, the unused
portion of home equity lines of credit amounted to $7.3 million, and the unused
portion of commercial lines of credit amounted to $3.7 million at March 31,
2008.  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.





The Bank
of Greene County and Greene County Commercial Bank met all regulatory capital
requirements at March 31, 2008 and June 30, 2007.  The Company’s
consolidated shareholders’ equity represented 9.7% of total assets at March 31,
2008 and 10.9% of total assets of June 30, 2007.








Item 3.      Controls and
Procedures





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




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








Part
II.    Other Information





Item 1.     Legal
Proceedings


Greene
County Bancorp, Inc. 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


a.)
            Not
      applicable


b.)
            Not
      applicable


c.)
            The
      following table presents a summary of the Company’s shares repurchased
      during the quarter ended March 31,
2008





Period
            Total
      Number of Shares Purchased
            Average
      Price Paid Per Share
            Total
      Number of Shares Purchased as Part of Publicly Announced Program
      (1)
            Maximum
      Number of Shares That May yet be Purchased Under the Program
      (1)January
      1 – January 31, 2008
            6,698
            $12.13
            6,698
            73,456February
      1 – February 29, 2008
            18,068
            $12.62
            18,068
            55,388March
      1 - March 31, 2008
            9,300
            $12.97
            9,300
            46,088





(1) On
August 22, 2007, the Board of Directors authorized a stock repurchase program
pursuant to which the Company intends to repurchase up to 5% of its outstanding
shares (excluding shares held by Greene County Bancorp, MHC, the Company’s
mutual holding company), or up to 92,346 shares.  As of March 31,
2008, the Company had repurchased 46,258 shares in accordance with the stock
repurchase program.





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





(a)
            Not
      applicable





(b)
            There
      were no material changes to the procedures by which security holders may
      recommend nominees to the Company’s Board of Directors during the period
      covered by the Form 10-QSB.





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
14, 2008





By: /s/ Donald E.
Gibson











Donald E.
Gibson


President
and Chief Executive Officer

















Date:  May
14, 2008





By: /s/ Michelle
Plummer











Michelle
Plummer


Executive
Vice President, Chief Financial Officer and Chief Operating Officer











EXHIBIT 31.1





Certification
of Chief Executive Officer


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





I, Donald
E. Gibson, 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)
disclosed 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
14,
2008                                                                                 
/s/Donald E.
Gibson


Donald E.
Gibson


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)
disclosed 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
14,
2008                                                                                
 /s/Michelle
Plummer


Michelle M.
Plummer


Executive
      Vice President, Chief Financial Officer and Chief Operating
      Officer









EXHIBIT 32.1





Statement
of Chief Executive Officer


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











Donald E.
Gibson, 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, 2008 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
14, 2008                                                                                
 /s/Donald E.
Gibson


Donald E.
Gibson


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, 2008 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 14,
2008                                                                         
        /s/Michelle
Plummer


Michelle M.
Plummer


Executive
      Vice President, Chief Financial Officer and Chief Operating
      Officer