FILER:

COMPANY DATA:
COMPANY CONFORMED NAME:              GREENE COUNTY BANCORP, INC.
STANDARD INDUSTRIAL CLASSIFICATION:  SAVINGS INSTITUTION, NOT FED


IRS NUMBER:
STATE OF INCORPORATION:              DE
FISCAL YEAR END:                     0630


FILING VALUES:
FORM TYPE:                           10-QSB
SEC ACT:
SEC FILE NUMBER:                    0-25165
FILM NUMBER:                       98768511

BUSINESS ADDRESS:
STREET:                              302 MAIN ST
CITY:                                CATSKILL
STATE:                               NY
ZIP:                                 12414
BUSINESS PHONE:                      5189432600

MAIL ADDRESS:
STREET:                              302 MAIN ST
CITY:                                CATSKILL
STATE:                               NY
ZIP:                                 12414






















<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       -----------------------------------

                                   FORM 10-QSB

           [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934
                      FOR THE QUARTER ENDED MARCH 31, 1999
                                       OR

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

                           GREENE COUNTY BANCORP, INC.
             (Exact name of registrant as specified in its charter)

                         Commission file number 0-25165



         Delaware                                         14-1809721
______________________________           _______________________________________
State or other jurisdiction of           (I.R.S. Employer Identification Number)
incorporation or organization)        
                                    


302 Main St, Catskill, New York                             12414 
_______________________________                 ___________________________
(Address of principal                                    (Zip Code)
executive office)                            

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

Check  whether  the issuer:  (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        
            ________                    _________
As of March  31,  1999,  the  latest  practible  date,  1,884,297  shares of the
registrant's common stock, $ .10 par value, were issued and outstanding.








<PAGE>











                           GREENE COUNTY BANCORP, INC.
                                      INDEX



PART  I.   FINANCIAL INFORMATION                             PAGE


     Item 1.  Financial Statements


         *Consolidated Balance Sheet                           1
         *Consolidated Statement of Income                     2
         *Consolidated Statement of Comprehensive Income       3
         *Consolidated Statement of Changes in Shareholders'
           Equity                                              4
         *Consolidated Statement of Cash Flows                 5
         *Notes to Consolidated Financial Statements           6

     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations 7-15




PART II.  OTHER INFORMATION

      Item 1.   Legal Proceedings                             16

      Item 2.   Changes in Securities and Use of Proceeds     16

      Item 3.   Defaults Upon Senior Securities               16

      Item 4.   Submission of Matters to a Vote of Security
                 Holders                                      16

      Item 5.   Other Information                             16

      Item 6.   Exhibits and Reports on Form 8-K              16

                Signature Page                                17








<PAGE>







                           GREENE COUNTY BANCORP, INC.
                           CONSOLIDATED BALANCE SHEET
              March 31, 1999(UNAUDITED) and June 30, 1998(AUDITED)

<TABLE>
<CAPTION>

                                                March 31,          June 30,
                                                     1999              1998
                                               (UNAUDITED)         (AUDITED)

Assets
<S>                                      <C>                 <C>           
Cash and due from banks                  $     2,942,188     $    2,476,032
Federal funds sold                             7,027,485          5,796,051
                                             -----------         ----------
  Total cash and cash equivalents              9,969,673          8,272,083
                                             -----------         ----------

Investment securities, at fair value          34,840,832         36,265,592
Mortgage-backed securities, at fair value      4,631,536          5,189,060
Asset-backed securities, at fair value         8,539,972          6,323,683
Loans receivable, net of allowance for
 loan losses of $746,747 and $728,478
 at March 31, 1999 and June 30, 1998,
 respectively                                 88,270,909         80,259,962
Premises and equipment                         3,251,969          2,584,281
Accrued interest receivable                    1,079,858          1,091,120
Prepaid expenses and other assets                251,724            143,600
Other real estate owned                          222,729            123,548
                                             -----------          ---------

  Total assets                            $  151,059,202     $  140,252,929
                                             ===========        ===========

Liabilities and Shareholders' Equity
Due to depositors                         $  126,027,088     $  124,011,289
Other liabilities                                920,103            511,415
                                             -----------        -----------

   Total liabilities                         126,947,191        124,522,704
                                             -----------        -----------

Shareholders' equity:
 Common stock, par value $.10 per share;
 authorized 4,000,000;
 issued 1,957,057 at March 31, 1999              195,706               -
Additional paid in capital                     8,401,670               -
Retained earnings                             15,958,725         15,487,825
Accumulated comprehensive income                 301,700            242,400

Less:  Unallocated ESOP shares-72,760 shares
        at cost                                 (745,790)              -   
                                              -----------        ----------

   Total shareholders' equity                 24,112,011         15,730,225
                                              -----------        ----------

Total liabilities and shareholders' equity $ 151,059,202      $ 140,252,929
                                            =============       ===========

</TABLE>

  The accompanying notes are an integral part of the financial statements.

                                        1









<PAGE>



                           GREENE COUNTY BANCORP, INC.
                        CONSOLIDATED STATEMENT OF INCOME

         FOR THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                 Three Months Ended          Nine Months Ended
                                      March 31,                   March 31,
                                    1999        1998         1999           1998
                               ---------   ---------   ----------     ----------

Interest income:
<S>                           <C>         <C>          <C>            <C>       
 Loans                        $1,655,388  $1,597,136   $4,947,832     $4,766,652
 Mortgage-backed
  securities                      57,458      82,302      189,067        251,629
Investment securities            661,968     590,389    2,002,855      1,823,384
 Interest-bearing deposits
   and federal funds sold        118,763     110,163      286,845        316,388
                              ----------  ----------   ----------     ----------

Total interest income          2,493,577   2,379,990    7,426,599      7,158,053
                              ----------  ----------   ----------     ----------

Interest expense:
 Savings and checking deposits 1,156,523   1,225,559    3,728,719      3,691,946
                              ----------  ----------   ----------     ----------

Net interest income            1,337,054   1,154,431    3,697,880      3,466,107
                              ----------  ----------   ----------     ----------

Provision for loan losses         45,000      45,000      135,000         75,000
                              ----------  ----------   ----------     ----------

Net interest income after
provision for loan losses      1,292,054   1,109,431    3,562,880      3,391,107
                             -----------  ----------   ----------     ----------

Noninterest income:
 Service charges                  71,754      59,311      223,890        179,242
 Other                            63,080      50,575      156,652        137,968
                             -----------  ----------   ----------     ----------
Total other income               134,834     109,886      380,542        317,210
                             -----------  ----------   ----------     ----------

Noninterest expenses:
 Compensation and employee
  benefits                       445,074     405,383    1,347,098      1,142,732
 Occupancy and equipment         130,485      90,881      368,097        258,741
 Contribution expense                -           -        484,150            -
 Other                           372,574     348,202    1,038,804        930,027
                             -----------  ----------   ----------     ----------

Total noninterest expense        948,133     844,466    3,238,149      2,331,500
                             -----------  ----------   ----------     ----------

Income before income taxes       478,755     374,851      705,273      1,376,817
Income taxes                     162,828     117,703      234,373        435,470
                             -----------  ----------   ----------     ----------

Net income                   $   315,927  $  257,148   $  470,900     $  941,347
                             ===========  ==========   ==========     ==========

</TABLE>


Basic income per common 
share                         $     0.17 

Weighted average number
of common shares
outstanding                    1,896,424 

The accompanying notes are an integral part of the financial statements.

                                        2







<PAGE>






                           GREENE COUNTY BANCORP, INC.
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                               1999                   1998
                                              -----                  -----

<S>                                       <C>                    <C>      
Net income                                $ 315,927              $ 257,148
                                           --------               --------

Other comprehensive income net of taxes:

Unrealized holding losses
 arising during the period,
 net of income tax                         (128,300)               (33,000)
                                          ----------              ---------

Total other comprehensive
  income                                   (128,300)               (33,000)
                                          ----------              ---------

Comprehensive income                     $  187,627              $ 224,148
                                          ==========              ========

</TABLE>




                           GREENE COUNTY BANCORP, INC.
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                FOR THE NINE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                               1999                   1998
                                              -----                  -----


<S>                                       <C>                    <C>      
Net income                                $ 470,900              $ 941,347
                                           --------               --------

Other comprehensive income, net of taxes:

Realized loss on sale of
 investments                                (34,298)                 ---

Unrealized holding gains
 arising during the period,
 net of income tax                           93,598                153,902
                                           --------               --------

Total other comprehensive income             59,300                153,902
                                           --------              ---------

Comprehensive income                      $ 530,200            $ 1,095,249
                                           ========              =========

</TABLE>



 The accompanying notes are an integral part of the financial statements.




                                        3







<PAGE>



                           GREENE COUNTY BANCORP, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                  FOR NINE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                    Additional                    Accumulated   Unallocated
                           Common    Paid-In       Retained        Other Comp.      ESOP            Total
1998                       Stock     Capital       Earnings        Income          Shares          Equity
                           -----------------------------------------------------------------------------


<S>                        <C>       <C>           <C>             <C>            <C>          <C>
Balance at June 30, 1997   $   -     $   -          $14,193,763        $68,000      $     -    $14,261,763

Net Income for the nine
 months ended March 31,
 1998                                                   941,347                                    941,347

Change in unrealized gain
 on available-for-sale,
 net of applicable deferred
 income taxes                                                           153,902                     153,902
                              -----------------------------------------------------------------------------

Balance at
  March 31, 1998              $      -   $       -   $15,135,110       $221,902      $     -    $15,357,012
                               ========   =========   ==========        =======       ========   ==========



          1999


Balance at June 30, 1998     $      -    $       -   $15,487,825       $242,400     $       -   $15,730,225

Net Income for the nine
  months ended March 31,
  1999                                                   470,900                                    470,900

Change in unrealized gain
 on available-for-sale,
 net of applicable
 deferred income taxes                                                   59,300                      59,300

Net issuance of common
stock                         195,706     8,401,670                                               8,597,376

Common stock acquired by
the ESOP, 72,760 shares                                                             (745,790)      (745,790)



Balance at
 March 31, 1999              $195,706    $8,401,670  $15,958,725       $301,700    $(745,790)   $24,112,011
                             ========    ==========  ===========       ========    ==========   ===========
</TABLE>





        The accompanying notes are an integral part of the financial statements.





                                        4










<PAGE>




                          GREENE COUNTY BANCORP, INC.
                        CONSOLIDATED CASH FLOW STATEMENT
                  FOR NINE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                              1999                1998 
                                                              ------              ------


<S>                                                           <C>                 <C> 
Cash flows from operating activities:
 Net income                                                  $ 470,900          $  941,347
Adjustments to reconcile net income to
  net cash provided by operating
  activities:

 Depreciation                                                  148,500             143,892
 Net accretion of security premiums and
  discounts                                                    (52,513)           (109,456)
 Provision for loan losses                                     135,000              75,000
 Contributions expense                                         384,150                 -
 Loss on sale of investments                                    34,298                 -
 Provision (benefit) for deferred income taxes                (322,733)            185,886
 Net change in unearned loan fees and costs                    (11,317)            (17,381)
 Net decrease (increase)in accrued interest receivable          11,262            (181,683)
 Net (increase) decreasein prepaids and other assets          (108,124)              4,551
 Net increase (decrease)in other liabilities                   428,159            (120,414)
                                                             ----------          ----------
Net cash provided by operating activities                    1.117,582             921,742 
                                                             ----------          ----------

Cash flows from investing activities:
 Proceeds from maturities of available-for-sale
  securities                                                12,167,026          6,599,859
 Purchases of securities available-for-sale                (12,628,001)        (7,558,087)
 Principal payments on securities available-for sale         2,312,638          1,070,178
 Principal payments on mortgage-backed securities
  available-for-sale                                         1,062,075            927,675
 Purchases of mortgage-backed securities
  available-for-sale                                        (2,991,230)        (2,915,279)
 Net increase in loans                                      (8,311,568)        (3,434,728)
 Proceeds from sale of other real estate                        27,788             53,037
 Purchases of premises and equipment                          (512,926)        (1,094,192)
                                                             -----------       -----------
Net cash used by investing activities                       (8,874,198)        (6,351,537)
                                                            ------------        ----------


Cash flows from financing activities:
 Net proceeds from issuance of common stock                  8,184,100               -
 Purchase of unallocated ESOP shares                          (745,790)              -
 Net increase in deposits                                    2,015,896          2,646,108 
                                                           -----------          ----------

Net cash provided by financing activities                    9,454,206          2,646,108 
                                                           -----------          ----------

Net increase (decrease) in cash and cash
 equivalents                                                 1,697,590         (2,783,687)
Cash and cash equivalents at beginning of
 period                                                      8,272,083         10,888,070 
                                                            -----------        -----------

Cash and cash equivalents at end of period                $  9,969,673       $  8,104,383 
                                                          =============      =============

Cash paid during period for:
 Interest                                                  $ 3,759,852       $  3,725,046
 Income taxes                                                  149,064            471,311
Non-cash investing activity:
 Foreclosed loans transferred to other real estate             126,969            131,251


Net change in unrealized gain on available-for-sale       $    104,000        $   256,000

</TABLE>


 The accompanying notes are an integral part of the financial statements.



                                        5



<PAGE>


Greene County Bancorp, Inc.
Notes to Consolidated Financial Statements
Three and Nine Months Ended March 31, 1999 and 1998

               (1)  BASIS OF PRESENTATION

               The accompanying unaudited consolidated financial statements have
               been prepared in accordance  with Generally  Accepted  Accounting
               Principles  ("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.
               These  consolidated   financial  statements  should  be  read  in
               conjunction with the SB-2 filing dated September 18, 1998. 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 for
               the  periods  presented  have  been  included.  The  consolidated
               financial  statements include the accounts of the Company and its
               wholly-owned subsidiary,  the Bank of Greene County (the "Bank").
               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 months ended March 31, 1999 are
               not  necessarily  indicative  of results that may be expected for
               the entire fiscal year ending June 30, 1999.

               In preparing the financial statements,  management is required to
               make extensive use of estimates and  assumptions  that affect the
               reported  amounts of assets and liabilities as of the date of the
               balance sheet,  and revenues and expenses for the period.  Actual
               results could differ significantly 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  valuation  of  real  estate  acquired  in
               connection  with  foreclosures  or in  satisfaction  of loans. In
               connection  with  the  determination  of the  allowance  for loan
               losses  and   valuation  of  real  estate,   management   obtains
               independent appraisals for significant properties.

               (2)  REORGANIZATION AND STOCK OFFERING

               Greene  County  Bancorp,  Inc.  (the  "Company")  is  a  Delaware
               corporation  that was organized in December 1998 at the direction
               of the Board of Trustees of Greene  County  Savings  Bank for the
               purpose of  acquiring  all of the capital  stock of the Bank upon
               completion  of the Bank's  reorganization  from a mutual  savings
               bank into a two-tier mutual holding company structure. As part of
               the  reorganization,  the  Company  offered for sale 44.5% of its
               shares of common  stock in an offering  fully  subscribed  for by
               eligible  depositors  of the Bank (the  "Offering").  The Company
               provided 2% of the shares of its common  stock in a  contribution
               to  the  Bank  of  Greene  County   Charitable   Foundation  (the
               "Charitable  Foundation").  The remaining  53.5% of the Company's
               shares of common stock were issued to Greene County Bancorp,  MHC
               (the "MHC"), a New York  state-chartered  mutual holding company.
               The  reorganization  and Offering were  completed on December 30,
               1998.   Prior  to  that  date,  the  Company  had  no  assets  or
               liabilities.

               Completion of the Offering  resulted in the issuance of 1,957,057
               shares of common stock. Of this total,  1,047,560  shares (53.5%)
               were  issued  to the MHC,  871,082  shares  (44.5%)  were sold to
               eligible  depositors  of the Bank and the Bank &  Employee  Stock
               Ownership  Plan,  and 38,415 shares (2%) were  contributed to the
               Charitable  Foundation  at $10 per share,  along with $100,000 in
               cash.  Costs related to the Offering  (primarily  marketing  fees
               paid to an underwriting  firm,  professional  fees,  registration
               fees, and printing and mailing costs)  approximated  $526,000 and
               have been deducted to arrive at net proceeds from the Offering.


               (3)  EMPLOYEE STOCK OWNERSHIP PLAN

               The Bank  established  for eligible  employees an Employee  Stock
               Ownership Plan ("ESOP") in connection with its reorganization. As
               of March 31,  1999,  the ESOP  owned  72,760  common  shares.  No
               allocation  of shares to employees  has been made as of March 31,
               1999.  Accordingly,  there was no ESOP  expense for the three and
               nine months ended March 31, 1999. The balance of unallocated ESOP
               shares is shown as a deduction to stockholders' equity.


               (4)  EARNINGS PER SHARE

               Earnings  per  share on  common  stock  are  computed  using  the
               weighted average number of shares of common stock outstanding for
               the period.  The Company adopted  Financial  Accounting  Standard
               No.128 for the three months  ended March 31,  1999.  Earnings per
               share is not  presented in the  accompaying  statements of income
               for the  periods  ended prior to March 31, 1999 since the Company
               completed its Offering in December 1998, and,  accordingly,  such
               information would not be meaningful.


               (5)  COMPREHENSIVE INCOME

               The Company was required to adopt Financial  Accounting Standards
               Board Statement No.130,  "Reporting Comprehensive Income", during
               the nine months ended March 31, 1999. This Statement  establishes
               standards for reporting and display of  comprehensive  income and
               its  components  in a  full  set  of  general  purpose  financial
               statments.
                  
                                        6








<PAGE>

Item 2.  Management's Discussion and Analysis

General

         This  quarterly   report  on  Form  10-QSB   contains   forward-looking
statements.  For this  purpose,  any  statements  contained  herein that are not
statements of historical  fact may be deemed to be  forward-looking  statements.
Without limiting the foregoing,  the words "believes,"  "anticipates,"  "plans,"
"expects"  and similar  expressions  are  intended  to identify  forward-looking
statements.  There  are a number  of  important  factors  that  could  cause the
Company's  actual results to differ  materially from those  contemplated by such
forward-looking statements. These important factors include, without limitation,
the Bank's  continued  ability  to  originate  quality  loans,  fluctuations  in
interest rates, real estate  conditions in the Bank's lending area,  general and
local economic  conditions,  the Bank's continued  ability to attract and retain
deposits, the Company's ability to control costs, new accounting pronouncements,
and changing  regulatory  requirements.  The Company undertakes no obligation to
publicly  release  the  results  of  any  revisions  to  those   forward-looking
statements  that may be made to reflect events or  circumstances  after the date
hereof or to reflect the occurrence of unanticipated events.

Comparison of Financial Condition at March 31, 1999 and June 30, 1998

         Total assets  increased to $151.1 million at March 31, 1999 from $140.3
million at June 30, 1998, an increase of $10.8 million,  or 7.7%. This growth in
total assets reflected  primarily the completion of the Company's initial public
offering on December 30, 1998, in which net proceeds (after conversion expenses)
of $8.6 million were raised. Loans receivable, net increased to $88.3 million at
March 31, 1999 from $80.3 million at June 30, 1998, reflecting strong demand for
the Bank's loan  products  during the  period.  One-to-four  family  residential
mortgage loans  increased $7.9 million,  or 12.2%,  home equity loans  increased
$76,000,  or 1.6%,  consumer  installment  loans increased  $667,000,  or 16.0%,
commercial   business  loans  decreased   $143,000,   or  10.7%  and  commercial
real-estate loans decreased $419,000,  or 9.3%.  Management believes much of the
demand for the Bank's lending products reflected the Bank's primarily fixed-rate
mortgage loan products in the current low market interest rate environment.

         The Company's  portfolio of investment  securities and  mortgage-backed
securities decreased to $34.8 million and $4.6 million,  respectively,  at March
31, 1999 from $36.3  million and $5.2 million,  respectively,  at June 30, 1998,
reflecting the prepayment and repayment of such  securities  over the period and
the deployment of the proceeds into asset-backed securities,  which increased to
$8.5 million at March 31, 1999 from $6.3 million at June 30, 1998.

         Total  deposits  increased  to $126.0  million  at March 31,  1999 from
$124.0  million at June 30, 1998.  This growth in deposits  reflected  continued
deposit inflows from the expansion of the Bank's branch network.  Deposit growth
was offset by withdrawals of $3.2 million used to purchase  Company stock at the
initial public offering in December, 1998.



                                        7

<PAGE>





    At March 31, 1999, the Company's  certificate accounts were $54.5 million, a
decrease of 2.8% from June 30, 1998, and  non-certificate  accounts increased to
$71.5 million,  an increase of 7.9% from June 30, 1998. At March 31, 1999, there
were no FHLB borrowings outstanding.

         Stockholders'  equity  increased  to $24.1  million  (or 16.0% of total
assets) at March 31, 1999  compared to $15.7  million (or 11.2% of total assets)
at June 30, 1998, reflecting the net proceeds raised from the offering and, to a
lesser  extent,  an increase to $301,700 at March 31, 1999 from $242,400 at June
30, 1998 in unrealized  appreciation  in securities  available for sale,  net of
deferred income taxes.

Non-Accrual Loans and Non-Performing Assets

         The following table sets forth information  regarding non-accrual loans
and non-performing assets:

<TABLE>
<CAPTION>
                                            At March 31, 1999                   At June 30, 1998
                                            -----------------                   ----------------
                                                              (Dollars in Thousands)
<S> .....................................      <C>                              <C>
Nonaccruing loans:
  One- to four- family ..................   $  320                              $  666
  Commercial real estate ................      136                                  91
  Consumer ..............................       22                                  20
  Commercial business ...................     --                                   107
                                            ------                              ------

         Total ..........................      478                                 884
                                            ------                              ------

Foreclosed assets:
  One- to four-family ...................       99                                  --
  Multi-family ..........................     --                                    --
  Nonfarm, nonresidential properties ....      124                                 124
                                            ------                              ------

         Total ..........................   $  223                              $  124
                                            ======                              ======

Total non-performing assets .............   $  701                              $1,008
                                            ======                              ======
Total as a percentage of total assets ...     0.46%                             0.72%


</TABLE>


         During the nine months  ended March 31,  1999,  there were  $124,000 in
charge-offs  and $7,000 in  recoveries  of loans  previously  charged-off.  As a
result of these  charge-offs  and  recoveries,  and the allocation of additional
funds to the loan loss reserve,  the balance of the allowance for loan losses at
March 31, 1999  increased to $746,747 from $728,478 at June 30, 1998.  The ratio
of the net charge-offs to average loans outstanding during the nine months ended
March 31, 1999 was 0.13%.



                                        8

<PAGE>




         While management  believes,  based on information  currently available,
that the allowance for loan losses is sufficient to cover losses inherent in the
Company's loan portfolio at this time, no assurances can be given that the level
of  allowances  will be  sufficient  to cover  future loan losses or that future
adjustments  to the  allowance  will not be necessary  if economic  and/or other
conditions  differ   substantially   from  the  economic  and  other  conditions
considered by management in evaluating  the adequacy of the current level of the
allowance.

Comparison  of  Operating  Results for the Three Months Ended March 31, 1999 and
1998

         General.  The earnings of the Company depend  primarily on its level of
net interest  income,  which is the difference  between  interest  earned on the
Company's  interest-earning  assets,  consisting  primarily of  residential  and
commercial real estate loans,  consumer loans and securities available for sale,
and the interest paid on interest-bearing  liabilities,  consisting primarily of
deposits.  Net  interest  income is a function of the  Company's  interest  rate
spread,   which  is  the   difference   between  the  average  yield  earned  on
interest-earning   assets  and  the  average   rate  paid  on   interest-bearing
liabilities,  as well as a function of the average  balance of  interest-earning
assets as compared to interest-bearing  liabilities. The Company's earnings also
are  affected  by its fees and  service  charges and gains on sales of loans and
securities,  as well as its level of  operating  and other  expenses,  including
salaries and employee  benefits,  occupancy and equipment costs, data processing
expense,   marketing  and  advertising  costs,  and  federal  deposit  insurance
premiums.

         The Company  reported net income of $316,000 for the three months ended
March 31, 1999  compared to net income of $257,000  for the three  months  ended
March 31, 1998.

         Interest Income.  Total interest income increased to $2,494,000 for the
three  months  ended March 31, 1999 from  $2,380,000  for the three months ended
March 31, 1998.  The increase was due primarily to an increase of $17.9 million,
or 13.8%, in the average balance of interest earning assets for the three months
ended March 31, 1999,  notwithstanding  a decrease in the average  yield on such
assets to 6.76% for the  period  from  7.34% for the  earlier-year  period.  The
increase in the average balance of  interest-earning  assets reflected primarily
the deployment of the net proceeds of the offering,  while the reduced yields on
such assets  reflected the declining  market interest rate  environment over the
past year, as the proceeds of loan payoffs, called investment securities and the
offering were redeployed into  lower-yielding  investments.  In particular,  the
average  balance of federal  funds  increased by $2.8 million,  or 38.5%,  to an
average  balance of $10.1  million for the three months ended March 31, 1999, as
the average yield on such federal funds declined from 5.61% for the three months
ended March 31, 1998 to 4.28% for the three  months  ended March 31,  1999.  The
Company's  interest  rate  spread  (the  difference  between  yields  earned  on
interest-earning  assets and rates paid on deposits and borrowings) decreased to
3.06% for the three  months ended March 31, 1999 from 3.22% for the three months
ended March 31, 1998.  Management  anticipates that this compression of interest
rate spread may continue in future periods should the declining  market interest
rate environment continue.


                                        9

<PAGE>



         Interest  Expense.  Total interest expense  decreased to $1,157,000 for
the three months ended March 31, 1999 from $1,226,000 for the three months ended
March 31, 1998. The decrease reflected primarily an increase of $6.2 million, or
5.2%, in the average balance of  interest-bearing  liabilities,  which more than
offset a decrease of 43 basis  points in the rates paid on such  liabilities  in
the declining  market  interest rate  environment.  In  particular,  the average
balance of certificate accounts increased by $1.9 million, or 3.5%, but the rate
paid on such accounts  only  decreased by 33 basis points to 5.17% for the three
months ended March 31, 1999.

         Provision for Loan Losses. The Company establishes  provisions for loan
losses, which are charged to operations,  in order to maintain the allowance for
loan losses at a level that is deemed  appropriate to absorb future  charge-offs
and loans deemed  uncollectible.  In determining  the  appropriate  level of the
allowance  for loan  losses,  management  considers  past and  anticipated  loss
experience,  collateral  values,  current and anticipated  economic  conditions,
volume and type of lending  activities and the level of non-performing and other
classified  loans.  The allowance is based on estimates and the ultimate  losses
may vary from such estimates.  Management of the Company evaluates the allowance
for loan losses on a  quarterly  basis and makes  provisions  for loan losses in
order to maintain the adequacy of the allowance.

         The Company's  provision for loan losses remained $45,000 for the three
months ended March 31, 1999  consistent  with $45,000 for the three months ended
March 31, 1998.

         Non-Interest  Income.  Non-interest  income  consists  primarily of fee
income for Bank  services.  Non-interest  income  increased  to $135,000 for the
three months ended March 31, 1999 from $110,000 for the three months ended March
31, 1998, reflecting  particularly  increased service charges on deposits as the
balance of such deposits increased.

         Non-Interest Expense. Total non-interest expense increased by $104,000,
or 12.3%,  to $948,000 for the three  months ended March 31, 1999 from  $844,000
for the three  months ended March 31,  1998.  The  increase in the  non-interest
expense  was due in part to the  costs  associated  with  the  operation  of the
Greenville branch, as well as an increase in compensation from merit raises.

       Income Taxes.  The Company reported a tax expense of $163,000 for federal
and  franchise  taxes for the three months ended March 31, 1999,  compared to an
expense of $118,000 for such taxes for the three months ended March 31, 1998.










                                       10

<PAGE>





Comparison  of  Operating  Results for the Nine Months  Ended March 31, 1999 and
1998

         General.  Net  income  for the nine  months  ended  March 31,  1999 was
$471,000,  compared to $941,000 for the nine months  ended March 31,  1998.  The
decrease was  primarily  attributable  to the  contribution  expense of $484,000
reflecting the Company's  contribution to the Foundation  during the nine months
ended March 31, 1999.  Excluding the contribution expense and the associated tax
benefits,  net income  decreased  $153,000,  or 16.3%,  to $788,000 for the nine
months  ended March 31, 1999 from  $941,000  for the nine months ended March 31,
1998.  The  decrease in net income was due to an  increased  provision  for loan
losses, which was $135,000 for the nine months ended March 31, 1999 from $75,000
for the nine  months  ended  March 31,  1998,  resulting  from the growth in the
Company's loan portfolio. Net income for the nine-months ended December 31, 1998
was  also  affected  by the  additional  operating  costs  associated  with  the
Greenville branch, which opened in December, 1997.

         Interest  Income.  Total interest income  increased to $7.4 million for
the nine months ended March 31, 1999 from $7.2 million for the nine months ended
March 31, 1998, due primarily to an increase of $12.6  million,  or 9.8%, in the
average balance of  interest-earning  assets for the nine months ended March 31,
1999, notwithstanding a decrease of 41 basis points in the average yield on such
assets  to  7.0%  for  the  period.  The  increase  in the  average  balance  of
interest-earning  assets reflected  primarily the deployment of the net proceeds
of the Company's offering.  The reduction of yields on  interest-earning  assets
reflected the declining  market interest rate  environment over the past year as
the proceeds of loan payoffs, called investments and the Company's offering were
re-deployed into lower-yielding investments.  The Company's interest rate spread
for the nine months  ended March 31, 1999  decreased to 3.04% from 3.25% for the
nine months ended March 31, 1998.

         Interest  Expense.  Total  interest  expense of $3.7  million  remained
consistent  for the nine months  ended March 31,  1999,  as compared to the nine
months ended March 31, 1998. This reflects an increase of $7.4 million, or 6.3%,
in the average balance of interest-bearing liabilities, which more than offset a
decrease of 21 basis points in the rates paid on such  liabilities  to 3.97% for
the nine months ended March 31, 1999.

         Provision  for Loan Losses.  The  Company's  provision  for loan losses
increased  to  $135,000  for the nine months  ended  March 31, 1999  compared to
$75,000 for the nine months ended March 31, 1998,  reflecting  the growth in the
loan portfolio in the later period.

         Non-Interest Income.  Non-interest income increased to $381,000 for the
nine months  ended March 31, 1999 from  $317,000 for the nine months ended March
31, 1998, reflecting primarily an increase in service charges on deposits as the
average balance of such deposits increased during the period.





                                       11

<PAGE>




         Non-Interest  Expense.  Non-interest  expense increased to $3.2 million
for the nine months  ended March 31, 1999 from $2.3  million for the nine months
ended  March  31,  1998.  The  increase  was  primarily   attributable   to  the
contribution  expense of $484,000  reflecting the Company's  contribution to the
Foundation during the nine months ended March 31, 1999. Additionally,  occupancy
and equipment  costs,  and the cost of staffing the branch,  associated with the
new Greenville  branch,  added to the  non-interest  expense for the nine months
ended March 31, 1999.

         Income Taxes. The Company reported a tax expense of $234,000 in federal
and  franchise  taxes for the nine months ended March 31, 1999 as compared to an
expense of $435,000 for the nine months ended March 31, 1998.  The  reduction in
federal and franchise taxes was  attributable  to the Company's  contribution to
the  Foundation  of $484,000  for the nine  months  ended  March 31,  1999.  The
Company's  effective  income tax rate was 33.2% for the nine months  ended March
31, 1999 compared to 31.6% for the same period in 1998.




                                       12

<PAGE>



Liquidity

         The  Company's  primary  sources of funds are  deposits,  principal and
interest payments on loans,  mortgage-backed  securities and debt securities and
two lines of credit  available as needed.  In December 1998, $8.2 million of net
proceeds from the offering  added  significantly  to the funds  available to the
Company for use in  conducting  its  business.  While  maturities  and scheduled
amortization of loans and investments are predictable sources of funds,  deposit
flows and mortgage  loan  prepayments  are greatly  influenced  by interest rate
trends, economic conditions and competition.

         During the past few years,  the  combination  of generally low interest
rates on deposit products and the attraction of alternative  investments such as
mutual funds and  annuities  has  resulted in little  growth or a net decline in
deposits in certain time periods.  Based on its  monitoring of historic  deposit
trends and its current pricing  strategy for deposits,  management  believes the
Company will retain a large portion of its existing  deposit  base.  The Company
experienced a net increase in total  deposits of $2.0 million,  or 1.6%, for the
nine months ended March 31, 1999.

         Loan  commitments  totaled $3.9 million at March 31, 1999.  The Company
anticipates  that it will have  sufficient  funds available to meet current loan
commitments.

         The  Company's  most  liquid  assets  are cash and due from  banks  and
federal funds sold. At March 31, 1999, such assets amounted to $10.0 million, or
6.6% of total assets.

         At March 31, 1999,  the Company and the Bank  exceeded  all  regulatory
capital requirements.

         The  Company's  ability to pay  dividends  is  dependent  on the Bank's
ability to pay dividends to the Company.  There are certain  restrictions on the
payment of dividends  and other  payments by the Bank to the Company.  Under New
York law, the Bank is  prohibited  from  declaring a cash dividend on its common
stock except from its net earnings for the current year and retained net profits
for the preceding two years.














                                       13

<PAGE>







Capability of the Bank's Data Processing to Accommodate the Year 2000

          Like many financial  institutions,  the Bank relies upon computers for
the daily conduct of its business and for data processing. There is concern that
on  January 1,  2000,  computers  will be unable to "read" the new year and as a
consequence, there may be widespread computer malfunctions. The Bank has used an
outside data processing  servicer for 24 years. That servicer was pro-active and
maintained  a  pace  that  kept  it  consistently  ahead  of  Federal  Financial
Institutions Examination Council target dates and requirements.  The Bank's Year
2000 Committee has developed a formal written plan to resolve any concerns about
the Year 2000 issue and has  completed  assessment  and testing of its  computer
applications, hardware and ATM machines to ensure that they will be able to read
the Year 2000.  All hardware that was not compliant and could not be upgraded is
being replaced.  Mission-critical systems have been tested and contingency plans
have been  completed.  The  Bank' s Year 2000  program  and  progress  have been
examined twice by the New York State Banking Department and by the FDIC.

     The Bank contacted each of its data processing  vendors to ensure that they
will be able to  provide  continuous  service  in 2000.  All such  vendors  have
provided  documentation  of  their  testing,  remediation  and  compliance  and,
therefore,  they  expect  to  provide  the  services  for  which  the  Bank  has
contracted.  Management  receives  updates from these  vendors and  continues to
monitor this issue, reporting to the Board of Directors on a quarterly basis. In
considering  the year 2000 readiness of the Bank's major  borrowers,  management
first  determined that no borrower  currently has been extended credit exceeding
10% of the Bank's capital.  Management has also informally  contacted the Bank's
larger  borrowers,  and has been assured that date  sensitivity  is not an issue
with such borrowers.

     The Year 2000  Committee has evaluated the date  sensitivity  of the Bank's
non-information  technology,  such as utilities  and its  components  (including
elevators,  heating/air conditioning systems, alarms and video equipment). These
utilities and components are either not computerized or are expected to function
normally after Year 2000.  Contingency plans were developed to address potential
utility failures, and to provide methods to open offices and conduct business.

         The Company expensed $2,000 during the nine months ended March 31, 1999
and  expects to incur  additional  costs  through the end of 1999 to become year
2000 compliant.  Management has budgeted an additional $120,000 for updating its
hardware and software  systems to ensure  compliance.  Other than this  budgeted
expenditure, management does not expect additional material costs to be incurred
in connection with the year 2000 issue.

         The costs of the  project  are based on  management's  best  estimates,
which were derived using  numerous  assumptions  of future events  including the
continued availability of certain resources,  third party modification plans and
other factors. However, there can be no guarantee


                                       14

<PAGE>


that  these  estimates  will  be  achieved,  and  actual  results  could  differ
materially  from those plans.  Specific  factors that might cause such  material
differences  include,  but are not  limited  to,  the  availability  and cost of
personnel  trained in this area,  the ability to locate and correct all relevant
computer codes and similar uncertainties. In addition, there can be no guarantee
that the systems of other  companies  on which the Bank's  systems  rely will be
timely  converted,  or that a  failure  to  convert  by  another  company,  or a
conversion  that is  incompatible  with the  Bank's  systems,  would  not have a
material adverse effect on the Bank.


                                       15

<PAGE>


                           GREENE COUNTY BANCORP, INC.



PART II.    OTHER INFORMATION


       Item 1.     Legal Proceedings
                    The Company is not engaged in any material legal proceedings
                    at the present time other than those proceedings  within the
                    normal course of business.

       Item 2.     Changes in Securities and Use of Proceeds
                    Not applicable

       Item 3.     Defaults Upon Senior Securities
                    Not applicable

       Item 4.     Submission of Matters to a Vote of Security Holders
                    Not applicable

       Item 5.     Other Information
                    Not applicable

       Item 6.     Exhibits and Reports on Form 8-K
                    Not applicable






















                                       16

<PAGE>


                                   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 13, 1999                     By: /s/ J. Bruce Whittaker
                                            ----------------------
                                           J. Bruce Whittaker
                                           President and Chief Executive Officer

Date:  May 13, 1999                     By: /s/ Bruce P. Egger
                                            ------------------
                                           Bruce P. Egger
                                           Vice-President/Secretary






                                       17