**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, 2006**





OR





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








**GREENE
      COUNTY BANCORP, INC.**





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





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











United
      States        14-1809721


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








302
      Main Street, Catskill, New York 12414


(Address
      of principal executive office)








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
      10, 2006, the registrant had 4,305,670 shares of common stock issued at $ 0.10
      par value, and 4,144,746 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
            
            9-13Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operation
            
            13-26Item
                3.
            Controls
                and Procedures
            
            27PART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            
            28Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            28Item
                3.
            Defaults
                Upon Senior Securities
            
            28Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            28Item
                5.
            Other
                Information
            
            28Item
                6.
            Exhibits
            
            28Signatures
            
            29-33Exhibit
                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
            
            30
              31
              32
              33










**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Financial Condition**


**As
      of March 31, 2006 (unaudited) and June 30, 2005**


**(in
      thousands, except share data)**





*ASSETS*
            
            
            March
                31, 2006
            
            
            June
                30, 2005Cash
                and due from banks
            
            $
            9,898
            
            $
            10,872Federal
                funds sold
            
            
            8,159
            
            
            9,059Total
                cash and cash equivalents
            
            
            18,057
            
            
            19,931Investment
                securities, at fair value
            
            
            85,935
            
            
            98,851Federal
                Home Loan Bank stock, at cost
            
            
            632
            
            
            1,785Loans
            
            
            184,119
            
            
            165,691Less:
                Allowance for loan losses
            
            
            (1,293
            )
            
            (1,236
            )Unearned
                origination fees and costs, net
            
            
            (70
            )
            
            (163
            )Net
                loans receivable
            
            
            182,756
            
            
            164,292Premises
                and equipment
            
            
            9,441
            
            
            7,796Accrued
                interest receivable
            
            
            1,669
            
            
            1,573Prepaid
                expenses and other assets
            
            
            741
            
            
            452Total
                assets
            
            $
            299,231
            
            $
            294,680*LIABILITIES
                AND SHAREHOLDERS’ EQUITY*Noninterest
                bearing deposits
            
            $
            42,502
            
            $
            37,591Interest
                bearing deposits
            
            
            217,427
            
            
            215,646Total
                deposits
            
            
            259,929
            
            
            253,237Borrowings
                from FHLB
            
            
            5,000
            
            
            7,500Accrued
                expenses and other liabilities
            
            
            665
            
            
            1,190Total
                liabilities
            
            
            265,594
            
            
            261,927Shareholders’
                equityPreferred
                stock,Authorized
                1,000,000 shares; none issuedCommon
                stock, par value $.10 per share;Authorized:12,000,000
                sharesIssued:
                4,305,670 sharesOutstanding:
                4,144,746 shares at March 31, 2006and
                4,129,906 shares at June 30, 2005;
            
            
            431
            
            
            431Additional
                paid-in capital
            
            
            10,248
            
            
            10,129Retained
                earnings
            
            
            24,102
            
            
            23,168Accumulated
                other comprehensive (loss) income
            
            
            (135
            )
            
            163Less:
                Treasury stock (shares at cost) 160,924 shares at March 31,2006,
                and 175,764 shares at June 30, 2005
            
            
            (862
            )
            
            (942
            )Unearned
                ESOP shares (at cost)
            
            
            (147
            )
            
            (196
            )Total
                shareholders’ equity
            
            
            33,637
            
            
            32,753Total
                liabilities and shareholders’ equity
            
            $
            299,231
            
            $
            294,680*See
                notes to consolidated financial statements.*








**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Income**


**For
      the Nine Months Ended March 31, 2006 and 2005**


**(Unaudited)**


*(in
                thousands, except share and per share data)*2006
            
            
            2005Interest
                income:Loans
            
            $
            8,345
            
            $
            7,460Investment
                securities
            
            
            345
            
            
            671Mortgage-backed
                securities
            
            
            1,156
            
            
            1,548Tax
                free securities
            
            
            751
            
            
            666Interest
                bearing deposits and federal funds sold
            
            
            324
            
            
            178Total
                interest income
            
            
            10,921
            
            
            10,523Interest
                expense:Interest
                on deposits
            
            
            2,727
            
            
            2,106Interest
                on borrowings
            
            
            182
            
            
            295Total
                interest expense
            
            
            2,909
            
            
            2,401Net
                interest income
            
            
            8,012
            
            
            8,122Provision
                for loan losses
            
            
            100
            
            
            71Net
                interest income after provision for loan losses
            
            
            7,912
            
            
            8,051Noninterest
                income:Service
                charges on deposit accounts
            
            
            1,330
            
            
            1,260Debit
                card fees
            
            
            370
            
            
            267Other
                operating income
            
            
            625
            
            
            475Total
                noninterest income
            
            
            2,325
            
            
            2,002Noninterest
                expense:Salaries
                and employee benefits
            
            
            4,314
            
            
            3,782Occupancy
                expense
            
            
            451
            
            
            353Equipment
                and furniture expense
            
            
            587
            
            
            456Service
                and data processing fees
            
            
            735
            
            
            803Office
                supplies
            
            
            90
            
            
            94Other
            
            
            1,609
            
            
            1,324Total
                noninterest expense
            
            
            7,786
            
            
            6,812Income
                before provision for income taxes
            
            
            2,451
            
            
            3,241Provision
                for income taxes
            
            
            694
            
            
            950Net
                income
            
            $
            1,757
            
            $
            2,291Basic
                EPS
            
            $
            0.43
            
            $
            0.56Basic
                shares outstanding
            
            
            4,095,406
            
            
            4,117,076Diluted
                EPS
            
            $
            0.42
            
            $
            0.54Diluted
                average shares outstanding
            
            
            4,178,548
            
            
            4,214,628*See
                notes to consolidated financial statements.*








**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Income**


**For
      the Three Months Ended March 31, 2006 and 2005**


**(Unaudited)**


*(in
                thousands, except share and per share data)*2006
            
            
            2005Interest
                income:Loans
            
            $
            2,879
            
            $
            2,492Investment
                securities
            
            
            94
            
            
            189Mortgage-backed
                securities
            
            
            377
            
            
            520Tax
                free securities
            
            
            270
            
            
            234Interest
                bearing deposits and federal funds sold
            
            
            112
            
            
            65Total
                interest income
            
            
            3,732
            
            
            3,500Interest
                expense:Interest
                on deposits
            
            
            1,018
            
            
            709Interest
                on borrowings
            
            
            45
            
            
            87Total
                interest expense
            
            
            1,063
            
            
            796Net
                interest income
            
            
            2,669
            
            
            2,704Provision
                for loan losses
            
            
            40
            
            
            ---Net
                interest income after provision for loan losses
            
            
            2,629
            
            
            2,704Noninterest
                income:Service
                charges on deposit accounts
            
            
            417
            
            
            377Debit
                card fees
            
            
            137
            
            
            90Other
                operating income
            
            
            208
            
            
            145Total
                noninterest income
            
            
            762
            
            
            612Noninterest
                expense:Salaries
                and employee benefits
            
            
            1,459
            
            
            1,323Occupancy
                expense
            
            
            162
            
            
            122Equipment
                and furniture expense
            
            
            192
            
            
            131Service
                and data processing fees
            
            
            214
            
            
            248Office
                supplies
            
            
            33
            
            
            36Other
            
            
            542
            
            
            470Total
                noninterest expense
            
            
            2,602
            
            
            2,330Income
                before provision for income taxes
            
            
            789
            
            
            986Provision
                for income taxes
            
            
            215
            
            
            304Net
                income
            
            $
            574
            
            $
            682Basic
                EPS
            
            $
            0.14
            
            $
            0.17Basic
                shares outstanding
            
            
            4,103,510
            
            
            4,124,166Diluted
                EPS
            
            $
            0.14
            
            $
            0.16Diluted
                average shares outstanding
            
            
            4,179,729
            
            
            4,221,454*See
                notes to consolidated financial statements.*





**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Comprehensive Income**


**For
      the Nine Months Ended March 31, 2006 and 2005**


**(Unaudited)**











*(in
                thousands)*
            
            
            **2006**
            
            
            **2005**Net
                income
            
            $
            1,757
            
            $
            2,291Other
                comprehensive loss:Unrealized
                holding losses arising during the nine monthsended
                March 31, 2006 and 2005, net oftax
                benefit of $190 and $73, respectively.
            
            
            (298
            )
            
            (115
            )Total
                other comprehensive loss
            
            
            (298
            )
            
            (115
            )Comprehensive
                income
            
            $
            1,459
            
            $
            2,176


**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Comprehensive Income**


**For
      the Thre** **e
      Months Ended March 31, 2006 and 2005**


**(Unaudited)**











*(in
                thousands)*
            
            
            **2006**
            
            
            **2005**Net
                income
            
            $
            574
            
            $
            682Other
                comprehensive loss:Unrealized
                holding losses arising during the three monthsended
                March 31, 2006 and 2005, net oftax
                benefit of $66 and $355, respectively.
            
            
            (103
            )
            
            (556
            )Total
                other comprehensive loss
            
            
            (103
            )
            
            (556
            )Comprehensive
                income
            
            $
            471
            
            $
            126








*See
      notes to consolidated financial statements.*





**Greene
      County Bancorp, Inc.**


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


**For
      the Nine Months Ended March 31, 2006 and 2005**


**(Unaudited)**


**(in
      thousands, except share and per share data)**


AccumulatedAdditional
            
            Other
            Unearned
            
            Unearned
            TotalCapital
            Paid
                - In
            Retained
            Comprehensive
            Stock-based
            Treasury
            ESOP
            Shareholders’Stock
            Capital
            Earnings
            Income
            Compensation
            Stock
            Shares
            Equity(loss)Balance
                atJune
                30, 2004
            $215
            $10,152
            $21,002
            $(183)
            ($39)
            ($1,057)
            ($264)
            $29,826ESOP
                shares earned
            
            130
            
            
            
            
            51
            181Options
                exercised
            
            5
            
            
            
            40
            
            45MRP
                Issued
            
            (73)
            
            
            
            73
            
            ---Stock-based
              compensation
              earned
            
            
            
            
            39
            
            
            39Dividends
                declared of $0.43 per common share
            
            
            (783)
            
            
            
            
            (783)Net
                income
            
            
            2,291
            
            
            
            
            2,291Change
                in other comprehensive income
            
            
            
            (115)
            
            
            
            (115)Balance
                atMarch
                31, 2005
            $215
            $10,214
            $22,510
            ($298)
            $---
            ($944)
            ($213)
            $31,484Balance
                atJune
                30, 2005
            $431
            $10,129
            $23,168
            $163
            $---
            ($942)
            ($196)
            $32,753ESOP
                shares earned
            
            140
            
            
            
            
            49
            189Options
                exercised
            
            (21)
            
            
            
            80
            
            59Dividends
                declared of $0.45 per common share
            
            
            (823)
            
            
            
            
            (823)Net
                income
            
            
            1,757
            
            
            
            
            1,757Change
                in other comprehensive income
            
            
            
            (298)
            
            
            
            (298)Balance
                atMarch
                31, 2006
            $431
            $10,248
            $24,102
            ($135)
            $---
            ($862)
            ($147)
            $33,637





*See
      notes to consolidated financial statements.*





**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Cash Flows**


**For
      the Nine Months Ended March 31, 2006 and 2005**


**(Unaudited)**





*(in
                thousands)*
            
            
            2006
            
            
            2005Cash
                flows from operating activities:Net
                Income
            
            $
            1,757
            
            $
            2,291Adjustments
                to reconcile net income to cash provided by operating
                activities:Depreciation
            
            
            608
            
            
            424Net
                amortization of premium on investment securities
            
            
            1,298
            
            
            1,143Provision
                for loan losses
            
            
            100
            
            
            71ESOP
                and other stock-based compensation earned
            
            
            189
            
            
            220Loss
                on sale of premises and equipment
            
            
            66
            
            
            ---Gain
                on sale of foreclosed real estate
            
            
            ---
            
            
            (19
            )Net
                increase (decrease) in accrued income taxes
            
            
            114
            
            
            (92
            )Net
                increase in accrued interest receivable
            
            
            (96
            )
            
            (108
            )Net
                increase in prepaid and other assets
            
            
            (100
            )
            
            (134
            )Net
                (decrease) increase in other liabilities
            
            
            (639
            )
            
            166Net
                cash provided by operating activities
            
            
            3,297
            
            
            3,962Cash
                flows from investing activities:Proceeds
                from maturities and calls of securities
            
            
            6,116
            
            
            10,720Purchases
                of securities and other investments
            
            
            (7,603
            )
            
            (8,118
            )Principal
                payments on securities
            
            
            1,960
            
            
            378Principal
                payments on mortgage-backed securities
            
            
            13,802
            
            
            10,083Purchases
                of mortgage-backed securities
            
            
            (1,991
            )
            
            (15,174
            )Net
                increase in loans receivable
            
            
            (18,564
            )
            
            (8,435
            )Proceeds
                from the sale of foreclosed real estate
            
            
            ---
            
            
            117Proceeds
                from sale of premises and equipment
            
            
            262
            
            
            ---Purchases
                of premises and equipment
            
            
            (2,581
            )
            
            (2,318
            )Net
                cash used in investing activities
            
            
            (8,599
            )
            
            (12,747
            )Cash
                flows from financing activities:Repayments
                of FHLB borrowings
            
            
            (2,500
            )
            
            (2,500
            )Dividends
                paid
            
            
            (823
            )
            
            (783
            )Proceeds
                from exercise of stock options
            
            
            59
            
            
            45Net
                increase in deposits
            
            
            6,692
            
            
            9,481Net
                cash provided by financing activities
            
            
            3,428
            
            
            6,243Net
                decrease in cash and cash equivalents
            
            
            (1,874
            )
            
            (2,542
            )Cash
                and cash equivalents at beginning of period
            
            
            19,931
            
            
            21,418Cash
                and cash equivalents at end of period
            
            $
            18,057
            
            $
            18,876


*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, 2006 and
      2005**








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





The
      accompanying consolidated balance sheet information as of June 30, 2005 was
      derived from the audited consolidated financial statements of Greene County
      Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, The Bank of
      Greene County (the “Bank”) and its subsidiary, Greene County Commercial Bank.
      The consolidated financial statements at and for the three and nine months
      ended
      March 31, 2006 and 2005 are unaudited.





The
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States of America (GAAP) for interim financial
      information and with the instructions to Form 10-QSB and Article 10 of
      Regulation S-X. Accordingly, they do not include all of the information and
      footnotes required by GAAP for complete financial statements. To the extent
      that
      information and footnotes required by GAAP for complete financial statements
      are
      contained in or are consistent with the audited financial statements
      incorporated by reference to Greene County Bancorp, Inc.’s Annual Report on Form
      10-KSB for the year ended June 30, 2005, such information and footnotes have
      not
      been duplicated herein. In the opinion of management, all adjustments
      (consisting of only normal recurring items) necessary for a fair presentation
      of
      the financial position and results of operations and cash flows at and for
      the
      periods presented have been included. Amounts in the prior year’s consolidated
      financial statements have been reclassified whenever necessary to conform to
      the
      current year’s presentation. These reclassifications had no effect on net income
      or retained earnings as previously reported. All material inter-company accounts
      and transactions have been eliminated in the consolidation. The results of
      operations and other data for the nine months ended March 31, 2006 are not
      necessarily indicative of results that may be expected for the entire fiscal
      year ending June 30, 2006.





CRITICAL
      ACCOUNTING POLICY





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





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




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





The
      Bank
      of Greene County has seven 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’s market
      area, and investing such deposits, together with other sources of funds in
      loans
      and investment securities.




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





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




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





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





**Net
                Income (in thousands)**
            
            
            **Weighted
                Average Number of Shares**
              **Outstanding**
            
            
            **Earnings
                Per Share****Nine
                Months Ended**March
                31, 2006:
            
            $
            1,757Basic
                EPS
            
            
            
            
            
            4,095,406
            
            $
            0.43Diluted
                EPS
            
            
            
            
            
            4,178,548
            
            $
            0.42March
                31, 2005:
            
            $
            2,291Basic
                EPS
            
            
            
            
            
            4,117,076
            
            $
            0.56Diluted
                EPS
            
            
            
            
            
            4,214,628
            
            $
            0.54**Three
                Months Ended**March
                31, 2006:
            
            $
            574Basic
                EPS
            
            
            
            
            
            4,103,510
            
            $
            0.14Diluted
                EPS
            
            
            
            
            
            4,179,729
            
            $
            0.14March
                31, 2005:
            
            $
            682Basic
                EPS
            
            
            
            
            
            4,124,166
            
            $
            0.17Diluted
                EPS
            
            
            
            
            
            4,221,454
            
            $
            0.16




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





The
      Board
      of Directors declared a semi-annual cash dividend of $0.23 per share of Greene
      County Bancorp, Inc.’s common stock. The dividend reflects an annual cash
      dividend rate of $0.46 per share, which represents an increase from the previous
      annual cash dividend rate of $0.44 per share. The dividend was payable to
      stockholders of record as of February 15, 2006, and paid on March 1, 2006.
      It
      should be noted that Greene County Bancorp, Inc.’s mutual holding company
      continued to waive receipt of dividends for the current period.




**(6)**  **Changes
      in Employee Benefits Plans**





The
      Board
      of Directors of the Bank approved changes in the Bank’s noncontributory,
      multi-employer, defined benefit plan (the “Pension Plan”). Effective January 1,
      2006, The Board of Directors of the Bank resolved to exclude from membership
      in
      the Pension Plan employees hired on or after January 1, 2006. The Bank elected
      to cease additional benefit accruals to existing Pension Plan participants
      effective July 1, 2006. Expenses associated with the Pension Plan amounted
      to
      $360,000 for the nine months ended March 31, 2006 as compared to $269,000 for
      the nine months ended March 31, 2005, an increase of $91,000 or 33.8%. Expenses
      associated with the Pension Plan amounted to $129,000 for the quarter ended
      March 31, 2006 as compared to $103,000 for the quarter ended March 31, 2005,
      an
      increase of $26,000 or 25.2%. We expect these changes to result in reduced
      Pension Plan expenses in the future, however; there will be some continued
      expense associated with this plan over the next several years. At this point
      an
      accurate estimate for the additional expense is not available.





The
      Board
      of Directors also approved changes in the multi-employer, defined contribution
      plan (“Contribution Plan”) which substantially covers all employees who have
      completed three months of service. The Bank of Greene County currently matches
      50% of the first six percent of employee contributions for employees who have
      completed one year of service. Effective July 1, 2006, The Bank of Greene County
      will match the employee contribution dollar for dollar for the first 2% and
      then
      50% of the employee contribution up to the next 4%. Expense associated with
      the
      Contribution Plan amounted to $70,000 for the nine months ended March 31, 2006
      as compared to $55,000 for the nine months ended March 31, 2005, an increase
      of
      $15,000 or 27.3%. Expense associated with the Contribution Plan amounted to
      $26,000 for the quarter ended March 31, 2006 as compared to $19,000 for the
      quarter ended March 31, 2005, an increase of $7,000 or 36.8%. A portion of
      these
      increases are due to increased staff levels. We expect the changes made will
      result in increased expenses in future periods and that such increases will
      not
      be material.




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





The
      consolidated financial statements of Greene County Bancorp, Inc. and notes
      thereto, presented elsewhere herein, have been prepared in accordance with
      U.S.
      generally accepted accounting principles, which require the measurement of
      financial position and operating results in terms of historical dollars without
      considering the change in the relative purchasing power of money over time
      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.







**(8)**
            **Impact of Recent Accounting
                Pronouncements**





In
      December 2004, the Financial Accounting Standard Board (FASB) issued SFAS No.
      123(R), "Share-Based Payment" SFAS 123(R) amends SFAS No. 123, "Accounting
      for
      Stock-Based Compensation", and APB Opinion 25, "Accounting for Stock Issued
      to
      Employees." SFAS No.123(R) requires 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 are required to adopt the new standard using a modified prospective
      method and may 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. No change to prior
      periods presented is permitted under the modified prospective method. Under
      the
      modified retrospective method, companies record compensation costs for prior
      periods retroactively through restatement of such periods using the exact pro
      forma amounts disclosed in the companies’ footnotes. Also, in the period of
      adoption and after, companies record compensation cost based on the modified
      prospective method.





The
      Company is required to adopt SFAS No. 123R on July 1, 2006. In February 2006,
      the FASB issued FASB Staff Position No. FAS 123(R)-4, “Classification
      of Options and Similar Instruments Issued as Employee Compensation That Allow
      for Cash Settlement upon the Occurrence of a Contingent Event.” This position
      amends SFAS 123R to incorporate that a cash settlement feature that
      can be
      exercised only upon the occurrence of a contingent event that is outside the
      employee’s control does not meet certain conditions in SFAS 123R until it
      becomes probable that the event will occur. The guidance in this FASB Staff
      Position shall be applied upon initial adoption of Statement 123R. Early
      application of Statement No. 123R is encourage, but not required.





The
      Company expects to adopt Statement No. 123R and FASB Staff Position No. FAS
      123(R)-4 on July 1, 2006, using the modified prospective method and believes
      the
      effect of such adoption will not be material to the Company’s consolidated
      financial position or results of operations.





In
      February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Instruments”.  SFAS No. 155 amends FASB Statement No. 133 and
      FASB Statement No. 140, and improves the financial reporting of certain hybrid
      financial instruments by requiring more consistent accounting that eliminates
      exemptions and provides a means to simplify the accounting for these
      instruments.  Specifically, SFAS No. 155 allows financial instruments
      that
      have embedded derivatives to be accounted for as a whole (eliminating the need
      to bifurcate the derivative from its host) if the holder elects to account
      for
      the whole instrument on a fair value basis.  SFAS No. 155 is effective
      for
      all financial instruments acquired or issued after the beginning of an entity's
      first fiscal year that begins after September 15, 2006.  The Company
      is
      required to adopt the provisions of SFAS No. 155, as applicable, beginning
      in
      fiscal year 2007.  The Company does not believe the adoption of SFAS
      No.
      155 will have any impact on the Company's financial position or results of
      operations.





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








**(9)**
            **Stock-Based Compensation**





At
      March
      31, 2006, Greene County Bancorp, Inc. had two stock-based compensation plans,
      which are described more fully in Note 9 of the financial statements and notes
      thereto for the year ended June 30, 2005. SFAS No. 123, *Accounting
      for Stock-Based Compensation* ,
      requires the measurement of the fair value of stock options or warrants granted
      to employees to be included in the statement of operations or, alternatively,
      disclosed in the notes to consolidated financial statements.  The Company
      accounts for stock-based compensation of employees under the intrinsic value
      method of Accounting Principles Board (APB) Opinion No. 25, *Accounting
      for Stock Issued to Employees* ,
      and
      related Interpretations and has elected the disclosure-only alternative under
      SFAS No. 123.  No stock-based compensation cost is reflected in net
      income,
      as all options granted under the plans had an exercise price equal to the market
      value of the underlying common stock on the date of grant. The following table
      illustrates the effect on net income and earnings per share as if the Company
      had applied the fair value recognition provisions of FASB Statement No. 123, *Accounting
      for Stock-Based Compensation* ,
      to
      stock-based employee compensation.





Nine
                Months Ended
            Three
                Months EndedMarch
                31,
            March
                31,(in
                thousands except per share data)2006
            2005
            2006
            2005Net
                income, as reported
            
            
            $1,757
            $2,291
            $574
            $682Deduct:
                Total stock-based compensationexpense
                determined under fair valuebased
                method for all awards, net ofrelated
                tax effects
            
            
            1
            21
            ---
            7Pro
                forma net income
            
            
            $1,756
            $2,270
            $574
            $675Earnings
                per share:Basic
                - as reported
            
            
            $0.43
            $0.56
            $0.14
            $0.17Basic
                - pro forma
            
            
            $0.43
            $0.55
            $0.14
            $0.16Diluted
                - as reported
            
            
            $0.42
            $0.54
            $0.14
            $0.16Diluted
                - pro forma
            
            
            $0.42
            $0.54
            $0.14
            $0.16





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





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





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





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





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





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





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





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





**Special
      Note Regarding Forward Looking Statements**





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


(a)
            changes
                in general market interest rates,


(b)
            general
                economic conditions,


(c)
            legislative
                and regulatory changes,


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


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


(f)
            deposit
                flows,


(g)
            competition,
                and


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





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








**Comparison
      of Financial Condition as of March 31, 2006 and June 30,
      2005**





ASSETS





Total
      assets of the Company increased to $299.2 million at March 31, 2006 from $294.7
      million **** at
      June
      30, 2005. The asset composition shifted toward loans, which amounted to $182.8
      million, or 61.1% of total assets at March 31, 2006, as compared to $164.3
      million, or 55.8% of total assets at June 30, 2005. The asset composition
      shifted away from securities, which represented $85.9 million or 28.7% of total
      assets at March 31, 2006 as compared to $98.9 million or 33.6% of total assets
      at June 30, 2005.





CASH
      AND
      CASH EQUIVALENTS





Total
      cash and cash equivalents decreased to $18.1 million at March 31, 2006 as
      compared to $19.9 million at June 30, 2005, a decrease of $1.8 million or 9.0%.
      Cash, such as vault cash and balances with correspondent banks, decreased to
      $9.9 million at March 31, 2006 as compared to $10.9 million at June 30, 2005.
      The change was a function of normal daily activities. Federal funds sold
      decreased to $8.2 million at March 31, 2006 as compared to $9.1 million at
      June
      30, 2005.





INVESTMENT
      SECURITIES





Investment
      securities decreased to $85.9 million at March 31, 2006 as compared to $98.9
      million at June 30, 2005, a decrease of $13.0 million, or 13.1%. The decrease
      was the result of principal payments on securities of $15.8 million during
      the
      nine-month period ended March 31, 2006, including $13.8 million on
      mortgage-backed securities. Maturities and calls of securities totaling $6.1
      million were offset by purchases of $9.6 million in investment securities,
      primarily state and political subdivision securities. The decline in the
      investment portfolio was used to help fund loan growth. The investment portfolio
      shifted away from corporate debt securities, which represented 1.8% of the
      portfolio at March 31, 2006 as compared to 5.1% at June 30, 2005, due to
      maturities, and toward state and political subdivision investments which
      represented 35.1% of the portfolio composition at March 31, 2006 as compared
      to
      26.4% at June 30, 2005. The shift toward state and political subdivision
      securities was to take advantage of tax savings and to promote Greene County
      Bancorp, Inc.’s participation in the communities in which it
      operates.





*(Dollars
                in thousands)*
            
            
            Fair
                value at
              Mar.
                31, 2006
            
            
            Percentage
              of
                portfolio
            
            
            Fair
                value at
              June
                30, 2005
            
            
            Percentage
              of
                portfolioU.S.
                government agencies
            
            $
            4,831
            
            
            5.6
            %
            $
            3,889
            
            
            3.9
            %State
                and political subdivisions
            
            
            30,152
            
            
            35.1
            
            
            26,086
            
            
            26.4Mortgage-backed
                securities
            
            
            49,090
            
            
            57.1
            
            
            62,158
            
            
            62.9Asset-backed
                securities
            
            
            98
            
            
            0.1
            
            
            144
            
            
            0.2Corporate
                debt securities
            
            
            1,506
            
            
            1.8
            
            
            5,056
            
            
            5.1Total
                debt securities
            
            
            85,677
            
            
            99.7
            
            
            97,333
            
            
            98.5Equity
                securities and other
            
            
            258
            
            
            .3
            
            
            1,518
            
            
            1.5Total
                available-for-sale securities
            
            $
            85,935
            
            
            100.0
            %
            $
            98,851
            
            
            100.0
            %








LOANS





Net
      loans
      receivable increased to $182.8 million at March 31, 2006 from $164.3 million
      at
      June 30, 2005, an increase of $18.5 million, or 11.3%. The loan growth
      experienced during the nine months primarily consisted of $13.4 million in
      residential mortgages, $2.7 million in home equity loans, and $2.4 in commercial
      mortgages. The continued low interest rate environment and strong customer
      satisfaction from personal service continued to enhance loan growth. Recent
      interest rate hikes by the Federal Open Market Committee have yet to
      significantly affect long term interest rates. If long term rates begin to
      rise,
      the Company anticipates some slow down in new loan demand as well as refinancing
      activities. It appears consumers continue to use the equity in their homes
      and
      credit cards to fund financing needs for some activities where in the past
      an
      installment loan may have been the choice. The low cost options from auto makers
      continued to cut into the Bank’s automobile loan generation.





*(Dollars
                in thousands)*
            
            
            At
              Mar.
                31, 2006
            
            
            Percentage
              of
                portfolio
            
            
            At
              June
                30, 2005
            
            
            Percentage
              of
                portfolioReal
                estate mortgagesResidential
            
            $
            137,315
            
            
            74.6
            %
            $
            123,939
            
            
            74.8
            %Commercial
            
            
            20,472
            
            
            11.1
            
            
            18,077
            
            
            10.9Home
                equity loans
            
            
            15,315
            
            
            8.3
            
            
            12,607
            
            
            7.6Commercial
                loans
            
            
            7,200
            
            
            3.9
            
            
            6,860
            
            
            4.1Installment
                loans
            
            
            3,136
            
            
            1.7
            
            
            3,466
            
            
            2.1Passbook
                loans
            
            
            681
            
            
            0.4
            
            
            742
            
            
            0.5Total
                loans
            
            $
            184,119
            
            
            100.0
            %
            $
            165,691
            
            
            100.0
            %Less:
                Allowance for loan losses
            
            
            (1,293
            )
            
            
            
            
            (1,236
            )Unearned
                origination fees and costs, net
            
            
            (70
            )
            
            
            
            
            (163
            )Net
                loans receivable
            
            $
            182,756
            
            
            
            
            $
            164,292











ALLOWANCE
      FOR LOAN LOSSES





The
      allowance for loan losses is established through a provision for loan losses
      based on management’s evaluation of the risk inherent in the loan portfolio, the
      composition of the loan portfolio, specific impaired loans and current economic
      conditions. Such evaluation, which includes a review of all loans on which
      full
      collectibility may not be reasonably assured, considers among other matters,
      the
      estimated net realizable value or the fair value of the underlying collateral,
      economic conditions, historical loan loss experience and other factors that
      warrant recognition in providing for an allowance for loan losses. In addition,
      various regulatory agencies, as an integral part of their examination process,
      periodically review The Bank of Greene County’s allowance for loan losses and
      valuation of OREO. Such agencies may require The Bank of Greene County to
      recognize additions to the allowance based on their judgment about information
      available to them at the time of their examination. The allowance for loan
      losses is increased by a provision for loan losses (which results in a charge
      to
      expense) and recoveries of previously charged off loans and is reduced by loan
      charge-offs. The level of the provision for the nine months and quarter ended
      March 31, 2006, was driven by the continued strong asset quality and the low
      level of net charge-offs which includes charge-offs associated with the
      overdraft protection program. Various regulatory agencies issued guidance
      recommending banks include the charged off account balances associated with
      such
      program in the evaluation of the allowance for loan losses. The Company has
      implemented this guidance as net charge-offs were previously included with
      other
      operating expenses as other losses associated with customer accounts. The
      charged off amount does not include associated fees which would have been
      collected. Any future increase in the allowance for loan losses or loan
      charge-offs could have a material adverse effect on the Company’s results of
      operations and financial condition.





Allowance
                for loan losses
            
            
            Nine
                months ended
            
            
            Nine
                months ended*(Dollars
                in thousands)*
            
            
            March
                31, 2006
            
            
            March
                31, 2005Balance
                at the beginning of the period
            
            $
            1,236
            
            $
            1,241Charge-offs:Installment
                loans to individuals
            
            
            34
            
            
            58Overdraft
                protection
            
            
            57
            
            
            46Total
                loans charged off
            
            
            91
            
            
            104Recoveries:Installment
                loans to individuals
            
            
            23
            
            
            17Overdraft
                protection
            
            
            25
            
            
            15Total
                recoveries
            
            
            48
            
            
            32Net
                charge-offs
            
            
            43
            
            
            72Provisions
                charged to operations
            
            
            100
            
            
            71Balance
                at the end of the period
            
            $
            1,293
            
            $
            1,240Ratio
                of net charge-offs to average loans outstanding
            
            
            0.03
            %
            
            0.05
            %Ratio
                of net charge-offs to nonperforming assets
            
            
            5.93
            %
            
            39.5
            %Allowance
                for loan loss to nonperforming loans
            
            
            178.07
            %
            
            685.8
            %Allowance
                for loan loss to net loans receivable
            
            
            0.71
            %
            
            0.79
            %








Nonaccrual
      Loans and Nonperforming Assets


Loans
      are
      reviewed on a regular basis. Management determines that a loan is impaired
      or
      nonperforming when it is probable at least a portion of the loan will not be
      collected in accordance with its contractual terms due to an irreversible
      deterioration in the financial condition of the borrower or the value of the
      underlying collateral. When a loan is determined to be impaired, the measurement
      of the loan is based on the present value of estimated future cash flows, except
      that all collateral-dependent loans are measured for impairment based on the
      fair value of the collateral. Management places loans on nonaccrual status
      once
      the loans have become over 90 days delinquent. Nonaccrual is defined as a loan
      in which collectibility is questionable and therefore interest on the loan
      will
      no longer be recognized on an accrual basis. A loan does not have to be 90
      days
      delinquent in order to be classified as nonperforming. Foreclosed real estate
      is
      considered a nonperforming asset. The Bank of Greene County had no accruing
      loans delinquent more than 90 days at March 31, 2006 or June 30, 2005. Although
      the level of nonperforming loans has increased, the level was deemed relatively
      minor and the collateral supporting these loans was deemed sufficient. Therefore
      additional provision for loan losses was not allocated at this time. Management
      expects several of these loans to return to performing status in the near
      future. However, management will continue to monitor the level of nonaccrual
      loans and make adjustments to the level of provision for loan losses as
      needed.





Analysis
      of Nonaccrual Loans and Nonperforming Assets





At
                March 31, 2006
            
            
            At
                June 30, 2005*(Dollars
                in thousands)*Nonaccruing
                loans:Real
                estate mortgage loans:Residential
                mortgages loans (one- to four-family)
            
            $
            245
            
            $
            126Commercial
                mortgage loans
            
            
            376
            
            
            50Home
                equity
            
            
            35
            
            
            96Commercial
                loans
            
            
            ---
            
            
            25Installment
                loans to individuals
            
            
            70
            
            
            51Total
                nonaccruing loans
            
            
            726
            
            
            348Real
                Estate Foreclosed:
            
            
            ---
            
            
            ---Total
                nonperforming assets
            
            $
            726
            
            $
            348Total
                nonperforming assets
              as
                a percentage of total assets
            
            
            0.24
            %
            
            0.12
            %Total
                nonperforming loans to total loans
            
            
            0.40
            %
            
            0.21
            %





During
      the nine months ended March 31, 2006, gross interest income of approximately
      $24,500 would have been recorded on nonaccrual loans under their original terms
      if the loans had been current throughout the period. No interest income was
      recorded on nonaccrual loans or on accruing loans more than 90 days delinquent
      at March 31, 2005.








DEPOSITS





Total
      deposits increased to $259.9 million at March 31, 2006 from $253.2 million
      at
      June 30, 2005, an increase of $6.7 million, or 2.6%. As noted earlier, the
      Federal Open Market Committee has raised interest rates recently; as a result,
      customers have begun to invest again in certificates of deposit indicated by
      a
      balance increase of $4.8 million between June 30, 2005 and March 31, 2006.
      The
      Company continues to try to encourage customers to open noninterest bearing
      deposit accounts through various marketing strategies, including gifts. The
      Bank
      of Greene County has had some deposit pressure in the rising rate environment.
      The opening of Greene County Commercial Bank in June 2004 has provided another
      market helping to offset deposit pressure for the overall Company. If rates
      continue to rise, the Company can expect continued deposit pressure as
      individuals may seek alternative investment opportunities.





*(Dollars
                in thousands)*
            
            
            At
              Mar.
                31, 2006
            
            
            Percentage
              of
                portfolio
            
            
            At
              June
                30, 2005
            
            
            Percentage
              of
                portfolioNoninterest
                bearing deposits
            
            $
            42,502
            
            
            16.4
            %
            $
            37,591
            
            
            14.9
            %Certificates
                of deposit
            
            
            58,762
            
            
            22.6
            
            
            53,991
            
            
            21.3Savings
                deposits
            
            
            88,477
            
            
            34.0
            
            
            97,759
            
            
            38.6Money
                market deposits
            
            
            43,238
            
            
            16.6
            
            
            40,766
            
            
            16.1NOW
                deposits
            
            
            26,950
            
            
            10.4
            
            
            23,130
            
            
            9.1Total
                deposits
            
            $
            259,929
            
            
            100.0
            %
            $
            253,237
            
            
            100.0
            %











BORROWINGS





At
      March
      31, 2006, The Bank of Greene County had the following borrowings:





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




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





SHAREHOLDERS’
      EQUITY





Shareholders’
      equity increased to $33.6 million at March 31, 2006 from $32.8 million at June
      30, 2005, as net income of $1.8 million was partially offset by dividends
      declared of $823,000. Accumulated other comprehensive loss increased $298,000
      as
      a result of a decline in the fair value of the available-for-sale investment
      portfolio, net of tax. The unrealized loss in the portfolio was due solely
      to
      interest rate movements, management does not consider the loss to be
      other-than-temporary. Other changes in equity were the result of activities
      associated with the various stock-based compensation plans of the Company
      including the 2000 Stock Option Plan and ESOP Plan. 14,840 options were
      exercised during the nine months ended March 31, 2006, reducing the number
      of
      shares held as treasury stock to 160,924.








**Comparison
      of Operating Results for the Nine Months and Quarter Ended March 31, 2006 and
      2005**








**Average
      Balance Sheet**





The
      following Average Balance Sheet tables set forth certain information relating
      to
      Greene County Bancorp, Inc. for the nine months and quarters ended March 31,
      2006 and 2005. For the periods indicated, the total dollar amount of interest
      income from average interest-earning assets and the resultant yields, as well
      as
      the interest expense on average interest-bearing liabilities, are expressed
      both
      in dollars and rates. No tax equivalent adjustments were made. For the nine
      months and quarters ended March 31, 2006 and 2005, average balances were based
      on daily averages. Interest and balances of nonaccrual loans and certain
      deferred origination fees and costs have been excluded from the average loan
      balances and yield calculations in these tables.








**Nine
      Months Ended March 31, 2006 and 2005**





*(Dollars
                in thousands)*
            
            2006
            
            
            
            2005Average
            Interest
            Average
            
            Average
            Interest
            AverageOutstanding
            Earned/
            Yield/
            
            Outstanding
            Earned/
            Yield/Balance
            Paid
            Rate
            
            Balance
            Paid
            RateInterest
                earning assets:Loans
                receivable, net1
            $172,101
            $8,345
            6.47%
            
            $153,409
            $7,460
            6.48%Investment
                securities2
            90,891
            2,201
            3.23
            
            103,419
            2,847
            3.67Federal
                funds
            8,929
            257
            3.84
            
            9,534
            134
            1.87Interest
                bearing bank balances
            2,660
            67
            3.36
            
            1,971
            44
            2.98FHLB
                stock
            1,276
            51
            5.33
            
            1,729
            38
            2.93Total
                interest earning assets
            275,857
            10,921
            5.28
            
            270,062
            10,523
            5.20Interest
                bearing liabilities:Savings
                and money market deposits
            134,770
            1,445
            1.43
            
            133,384
            1,137
            1.14Demand
                and NOW deposits
            62,825
            126
            0.27
            
            55,435
            75
            0.18Certificates
                of deposit
            55,781
            1,156
            2.76
            
            56,275
            894
            2.12Borrowings
            5,867
            182
            4.14
            
            8,075
            295
            4.87Total
                interest bearing liabilities
            $259,243
            $2,909
            1.50%
            
            $253,169
            $2,401
            1.26%Net
                interest income
            
            $8,012
            
            
            
            $8,122Net
                interest rate spread
            
            
            3.78%
            
            
            
            3.94%Net
                interest margin
            
            
            3.87%
            
            
            
            4.01%Average
                interest earning assets toaverage
                interest bearing liabilities
            
            
            106.41%
            
            
            
            106.67%





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


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





**Rate
      / Volume Analysis**





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


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


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


(iii)
            The
                net change.


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





Nine
                Months
              Ended
                March 31,*(Dollars
                in thousands)*
            2006
                versus 2005Increase/(Decrease)
            TotalDue
                to
            Increase/Interest-earning
                assets:
            Volume
            Rate
            (Decrease)Loans
                receivable, net1
            $896
            ($11)
            $885Investment
                securities2
            (325)
            (321)
            (646)Federal
                funds
            (8)
            131
            123Interest-bearing
                bank balances
            17
            6
            23FHLB
                stock
            (6)
            19
            13Total
                interest-earning assets
            574
            (176)
            398Interest-bearing
                liabilities:Savings
                and money market deposits
            12
            296
            308Demand
                and NOW deposits
            11
            40
            51Certificates
                of deposit
            (8)
            270
            262Borrowings
            (73)
            (40)
            (113)Total
                interest-bearing liabilities
            (58)
            566
            508Net
                interest income
            $632
            ($742)
            ($110)





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


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





**Quarter
      Ended March 31, 2006 and 2005**





*(Dollars
                in thousands)*
            
            
            
            
            
            2006
            
            
            
            
            
            
            
            
            2005Average
            
            
            Interest
            
            
            Average
            
            
            Average
            
            
            Interest
            
            
            AverageOutstanding
            
            
            Earned/
            
            
            Yield/
            
            
            Outstanding
            
            
            Earned/
            
            
            Yield/Balance
            
            
            Paid
            
            
            Rate
            
            
            Balance
            
            
            Paid
            
            
            RateInterest
                earning assets:Loans
                receivable, net1
            
            $
            177,990
            
            $
            2,879
            
            
            6.47
            %
            $
            155,300
            
            $
            2,492
            
            
            6.42
            %Investment
                securities2
            
            
            87,661
            
            
            734
            
            
            3.35
            
            
            104,252
            
            
            926
            
            
            3.56Federal
                funds
            
            
            8,177
            
            
            88
            
            
            4.30
            
            
            7,609
            
            
            45
            
            
            2.37Interest
                bearing bank balances
            
            
            2,542
            
            
            24
            
            
            3.78
            
            
            2,143
            
            
            20
            
            
            3.73FHLB
                stock
            
            
            632
            
            
            7
            
            
            4.43
            
            
            1,729
            
            
            17
            
            
            3.93Total
                interest earning assets
            
            
            277,002
            
            
            3,732
            
            
            5.39
            
            
            271,033
            
            
            3,500
            
            
            5.17Interest
                bearing liabilities:Savings
                and money market deposits
            
            
            133,006
            
            
            536
            
            
            1.61
            
            
            135,252
            
            
            386
            
            
            1.14Demand
                and NOW deposits
            
            
            66,208
            
            
            66
            
            
            0.40
            
            
            55,873
            
            
            25
            
            
            0.18Certificates
                of deposit
            
            
            56,966
            
            
            416
            
            
            2.92
            
            
            55,472
            
            
            298
            
            
            2.15Borrowings
            
            
            5,000
            
            
            45
            
            
            3.60
            
            
            7,500
            
            
            87
            
            
            4.64Total
                interest bearing liabilities
            
            $
            261,180
            
            $
            1,063
            
            
            1.63
            %
            $
            254,097
            
            $
            796
            
            
            1.25
            %Net
                interest income
            
            
            
            
            $
            2,669
            
            
            
            
            
            
            
            $
            2,704Net
                interest rate spread
            
            
            
            
            
            
            
            
            3.76
            %
            
            
            
            
            
            
            
            3.92
            %Net
                interest margin
            
            
            
            
            
            
            
            
            3.85
            %
            
            
            
            
            
            
            
            3.99
            %Average
                interest earning assets toaverage
                interest bearing liabilities
            
            
            
            
            
            
            
            
            106.06
            %
            
            
            
            
            
            
            
            106.67
            %





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


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





Three
                Months
              Ended
                March 31,*(Dollars
                in thousands)*
            
            2006
                versus 2005Increase/(Decrease)
            
            TotalDue
                to
            
            Increase/Interest-earning
                assets:
            
            
            Volume
            
            
            Rate
            
            
            (Decrease
            )Loans
                receivable, net1
            
            $
            367
            
            $
            20
            
            $
            387Investment
                securities2
            
            
            (140
            )
            
            (52
            )
            
            (192
            )Federal
                funds
            
            
            4
            
            
            39
            
            
            43Interest-bearing
                bank balances
            
            
            4
            
            
            --
            
            
            4FHLB
                stock
            
            
            (13
            )
            
            3
            
            
            (10
            )Total
                interest-earning assets
            
            
            222
            
            
            10
            
            
            232Interest-bearing
                liabilities:Savings
                deposits
            
            
            (6
            )
            
            156
            
            
            150Demand
                and NOW deposits
            
            
            5
            
            
            36
            
            
            41Certificates
                of deposit
            
            
            8
            
            
            110
            
            
            118Borrowings
            
            
            (25
            )
            
            (17
            )
            
            (42
            )Total
                interest-bearing liabilities
            
            
            (18
            )
            
            285
            
            
            267Net
                interest income
            
            $
            240
            
            
            ($275
            )
            
            ($35
            )





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


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





OVERVIEW





Return
      on
      average assets and return on average equity are common methods of measuring
      operating results. Return on average assets decreased to 0.80% for the nine
      months and 0.77% for the quarter ended March 31, 2006 as compared to 1.06%
      for
      the nine months and 0.94% for the quarter ended March 31, 2005. Return on
      average equity decreased to 7.08% for the nine months and 6.86% for the quarter
      ended March 31, 2006 as compared to 9.82% for the nine months and 8.61% for
      the
      quarter ended March 31, 2005. The decline in return on average assets and return
      on average equity was primarily the result of higher noninterest expenses.
      Net
      income amounted to $1.8 million for the nine months and $574,000 for the quarter
      ended March 31, 2006 as compared to $2.3 million for the nine months and
      $682,000 for the quarter ended March 31, 2005, a decrease of $534,000 or 23.3%
      when comparing the nine-month periods and $108,000 or 15.8% when comparing
      the
      quarterly periods. Several factors have contributed to the decline in net
      income, including narrowing net interest spread and margin, expenses associated
      with the implementation of a new deposit and loan processing system, and higher
      compensation expense. Average assets amounted to $294.4 million for the nine
      month period ended March 31, 2006 as compared to $288.4 million for the same
      period ended March 31, 2005, an increase of $6.0 million or 2.1%. Average assets
      amounted to $296.9 million for the quarter ended March 31, 2006 as compared
      to
      $290.3 million for the quarter ended March 31, 2005, an increase of $6.6 million
      or 2.3%. Average equity amounted to $33.1 million for the nine month period
      ended March 31, 2006 as compared to $31.1 million for the same period ended
      March 31, 2005, an increase of $2.0 million or 6.4%. Average equity amounted
      to
      $33.5 million for the quarter ended March 31, 2006 as compared to $31.7 million
      for the quarter ended March 31, 2005, an increase of $1.8 million or 5.7%.








INTEREST
      INCOME





Interest
      income amounted to $10.9 million for the nine months ended March 31, 2006 as
      compared to $10.5 million for the nine months ended March 31, 2005, an increase
      of $398,000 or 3.8%. Interest income amounted to $3.7 million for the quarter
      ended March 31, 2006 as compared to $3.5 million for the quarter ended March
      31,
      2005, an increase of $232,000 or 6.6%. The increase in loan volume partially
      offset by a decline in the yield on interest earning assets had the greatest
      impact on interest income when comparing the nine months and quarters ended
      March 31, 2006 and 2005. Average loan balances increased $18.7 million for
      the
      nine months ended March 31, 2006 as compared to March 31, 2005 and were
      partially offset by a one basis point drop in yield when comparing the same
      periods. Average loan balances increased $22.7 million for the quarters ended
      March 31, 2006, as compared to March 31, 2005, and were complemented by a five
      basis point increase in yield when comparing the same periods. Although the
      overall impact on interest income from loans was positive, it was partially
      offset by lower investment security income resulting from decreases in both
      volume and yield. The average balance of investment securities decreased $12.5
      million and the yield decreased 44 basis points for the nine months ended March
      31, 2006 compared to March 31, 2005. The average balance of investment
      securities decreased $16.6 million and yield decreased 21 basis points for
      the
      quarter ended March 31, 2006 compared to March 31, 2005. Short term investments
      such as interest bearing bank balances and federal funds sold also contributed
      to improvement in interest income when comparing the quarter and nine months
      ended March 31, 2006 and 2005, primarily as a result of the interest rate hikes
      implemented by the Federal Open Market Committee during the last several
      quarters. Although the Federal Open Market Committee has increased short-term
      rates several times during the last several quarters, long-term rates continue
      to remain relatively unchanged and low.





INTEREST
      EXPENSE





Interest
      expense amounted to $2.9 million for the nine months ended March 31, 2006 as
      compared to $2.4 million for the nine months ended March 31, 2005, an increase
      of $508,000. Interest expense amounted to $1.1 million for the quarter ended
      March 31, 2006 as compared to $796,000 for the quarter ended March 31, 2005,
      an
      increase of $267,000. The average balance of interest bearing liabilities
      amounted to $259.2 million and the average rate increased to 1.50% for the
      nine
      months ended March 31, 2006 as compared to an average balance of $253.2 million
      with an average rate of 1.26% for the nine months ended March 31, 2005, an
      increase in average interest bearing liabilities of $6.0 million and an increase
      in average rate of 24 basis points. The average balance of interest bearing
      liabilities amounted to $261.2 million and the average rate increased to 1.63%
      for the quarter ended March 31, 2006 as compared to an average balance of $254.1
      million with an average rate of 1.25% for the quarter ended March 31, 2005,
      an
      increase in average interest bearing liabilities of $7.1 million and an increase
      in average rate of 38 basis points. The average rate paid on savings and money
      market deposits and on certificates of deposits had the most significant impact
      on the overall rate of interest bearing liabilities. The average rate on savings
      and money market deposits increased 29 basis points to 1.43% for the nine months
      ended March 31, 2006 as compared to 1.14% for the nine months ended March 31,
      2005 resulting in a $308,000 increase in interest expense. The average rate
      paid
      on savings and money market deposits increased 47 basis points to 1.61% for
      the
      quarter ended March 31, 2006 as compared to 1.14% for the quarter ended March
      31, 2005. The average rate on certificates of deposit increased 64 basis points
      to 2.76% for the nine months ended March 31, 2006 as compared to 2.12% for
      the
      nine months ended March 31, 2005 resulting in a $262,000 increase in interest
      expense. The average rate on certificates of deposit increased 77 basis points
      to 2.92% for the quarter ended March 31, 2006 as compared to 2.15% for the
      quarter ended March 31, 2005. The level of interest paid on borrowings when
      comparing the nine months and quarters ended March 31, 2006 and 2005 was
      primarily affected by the repayment of $2.5 million with a rate of 6.80% on
      September 2, 2005





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





NET
      INTEREST INCOME





Net
      interest income decreased to $8.0 million for the nine months ended March 31,
      2006 as compared to $8.1 million for the nine months ended March 31, 2005,
      a
      decrease of $110,000 or 1.4%. Net interest income was $2.7 million for the
      quarters ended March 31, 2006 and March 31, 2005 Net interest spread decreased
      16 basis points to 3.78% for the nine months ended March 31, 2006 from 3.94%
      for
      the nine months ended March 31, 2005, and 16 basis points to 3.76% for the
      quarter ended March 31, 2006 as compared to 3.92% for the quarter ended March
      31, 2005. Net interest margin decreased 14 basis points to 3.87% for the nine
      months ended March 31, 2006 from 4.01% for the nine months ended March 31,
      2005,
      and 14 basis points to 3.85% for the quarter ended March 31, 2006 as compared
      to
      3.99% for the quarter ended March 31, 2005. The tightening of the net interest
      spread and margin hindered net interest income growth when comparing the nine
      months and quarters ended March 31, 2006 and 2005.





Due
      to
      the large level of long term fixed rate loans, The Bank of Greene County may
      continue to experience compression of net interest margin and spread in a rising
      rate environment. A large increase in long term rates could cause lending demand
      to decrease and expected interest rates offered on deposits to increase, which
      will put pressure on net interest margin and spread which could potentially
      have
      a negative impact on overall earnings.








PROVISION
      FOR LOAN LOSSES





The
      provision for loan losses for the nine months ended March 31, 2006 and 2005
      amounted to $100,000 and $71,000, respectively. The provision for loan losses
      for the quarters ended March 31, 2006 amounted to $40,000 with no provision
      expense recognized for the quarter ended March 31, 2005. The levels of
      provisions for loan losses were affected by loan growth and strong asset
      quality. Nonperforming
      assets to total assets amounted to 0.24% and nonperforming loans to total loans
      amounted to 0.40% at March 31, 2006 as
      compared to nonperforming assets to total assets of 0.12% and nonperforming
      loans to total loans of 0.21% at June 30, 2005. The collateral associated with
      the residential mortgage, home equity and commercial loans classified as
      nonaccrual was deemed sufficient and the amount of installment and other loans
      classified as nonaccrual were insignificant.




NONINTEREST
      INCOME





Noninterest
      income increased to $2.3 million for the nine months ended March 31, 2006 as
      compared to $2.0 million for the nine months ended March 31, 2005, an increase
      of $323,000 or 16.1%. Noninterest income increased to $762,000 for the quarter
      ended March 31, 2006 as compared to $612,000 for the quarter ended March 31,
      2005, an increase of $150,000 or 24.5%. Service charges on deposit accounts
      increased $70,000 and $40,000 for the nine months and quarter ended March 31,
      2006 as compared to the nine months and quarter ended March 31, 2005 due to
      higher levels of insufficient funds charges. The Company continues to grow
      other
      operating income from higher volumes of activity in debit cards, E-commerce
      and
      services performed through Essex Corp’s “Investors MarketPlace”, an alternative
      investment resource.








NONINTEREST
      EXPENSE





Noninterest
      expense amounted to $7.8 million and $6.8 million for the nine months ended
      March 31, 2006 and 2005, respectively, an increase of $974,000, or 14.3%.
      Noninterest expense amounted to $2.6 million and $2.3 million for the quarters
      ended March 31, 2006 and 2005, respectively, an increase of $272,000 or 11.7%.





The
      most
      significant items contributing to the overall increases in noninterest expense
      were higher salary and employee benefits. Salary and employee benefits amounted
      to $4.3 million and $3.8 million for the nine months ended March 31, 2006 and
      2005, respectively. Salary and employee benefits amounted to $1.5 million and
      $1.3 million for the quarters ended March 31, 2006 and 2005, respectively.
      Salaries and employee benefits costs increased $532,000 and $136,000 when
      comparing the nine months and quarters ended March 31, 2006 and 2005,
      respectively. Additional staffing, including business development and marketing
      personnel, a Controller and several branch personnel contributed to the higher
      expense. Retirement expense increased approximately $91,000 for the nine months
      ended March 31, 2006 as compared to 2005 as a result of more staff eligible
      to
      participate in the retirement plans. As stated in Footnote 6, changes have
      been
      made to the Company’s Pension Plan and Contribution Plan in an effort to reduce
      retirement expenses in the future.





Occupancy
      expense amounted to $451,000 and $353,000, for the nine months ended March
      31,
      2006 and 2005 respectively, an increase of $98,000 or 27.8%. Occupancy expense
      amounted to $162,000 and $122,000 for the quarters ended March 31, 2006 and
      2005, respectively an increase of $40,000 or 32.8%. The increases were the
      result of higher utility and insurance costs as well as increased depreciation
      expense associated with the relocated Cairo branch.





Equipment
      and furniture expense amounted to $587,000 and $456,000 for the nine months
      ended March 31, 2006 and 2005, respectively, an increase of $131,000 or 28.7%.
      Equipment and furniture expense amounted to $192,000 and $131,000 for the
      quarters ended March 31, 2006 and 2005, respectively, an increase of $61,000
      or
      46.6%. The increased expenses were primarily due to higher depreciation expense
      associated with computer equipment upgrades and due to the implementation of
      the
      data processing system conversion that was completed in October 2005.





Service
      and data processing fees amounted to $735,000 and $803,000 for the nine months
      ended March 31, 2006 and 2005, respectively, a decrease of $68,000 or 8.5%.
      Service and data processing fees amounted to $214,000 and $248,000 for the
      quarters ended March 31, 2006 and 2005, respectively, a decrease of $34,000
      or
      13.7%. This decrease was the result of the implementation of the new data
      processing system completed in October 2005. The Company no longer outsources
      the processing of the loan and deposit accounts.





Other
      noninterest expenses increased $285,000 or 21.5% to $1.6 million for the nine
      months ended March 31, 2006 as compared to 2005. Expenses associated with the
      data processing system conversion such as training costs, computer supplies
      and
      licensing fees, and professional fees were the primary cause for this increase.
      Other noninterest expenses increased $72,000 or 15.3% for the three months
      ended
      March 31, 2006 as compared to 2005. This increase was the result of a loss
      on
      the sale of the former Cairo branch office.





INCOME
      TAXES




The
      provision for income taxes directly reflects the expected tax associated with
      the revenue generated for the given year and certain regulatory requirements.
      The effective tax rate was 28.3% for the nine months and decreased to 27.2%
      for
      the quarter ended March 31, 2006, compared to 29.3% for the nine months and
      30.8% for the quarter ended March 31, 2005. The effective rate is derived from
      the expected rate to be paid on income for the entire fiscal year and is
      affected by the level of municipal investment holdings and various compensation
      plans. Tax benefits associated with the Management Recognition Plan of 2000
      helped reduce the effective rate for periods ended March 31, 2005. This
      stock-based compensation was fully vested as of March 28, 2005, and as a result
      the tax benefit associated with the plan did not exist for the periods ended
      March 31, 2006 offsetting the affect of the higher level of tax-free income
      in
      2006.





LIQUIDITY
      AND CAPITAL RESOURCES





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





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





Mortgage
      loan commitments totaled $5.0 million at March 31, 2006. The unused portion
      of
      overdraft lines of credit amounted to $0.6 million, the unused portion of home
      equity lines of credit amounted to $4.9 million, and the unused portion of
      commercial lines of credit amounted to $3.1 million at March 31, 2006. 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.





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





The
      Bank
      of Greene County met all regulatory capital requirements at March 31, 2006
      and
      June 30, 2005. Consolidated shareholders’ equity represented 11.24% of total
      assets at March 31, 2006 and 11.11% of total assets of June 30,
      2005.








**Item
      3.      Controls and
      Procedures**





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




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








**Part
      II.    Other Information**




Item
      1.   Legal Proceedings


Greene County Bancorp, Inc. 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


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





(a)
            Exhibits


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


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


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


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











**SIGNATURES**











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








Greene
      County Bancorp, Inc.





Date:
      May
      15, 2006





By:
      /s/ J. Bruce Whittaker











J.
      Bruce
      Whittaker


President
      and Chief Executive Officer

















Date:
      May
      15, 2006





By:
      /s/ Michelle Plummer











Michelle
      Plummer


Chief
      Financial Officer and Treasurer











**EXHIBIT****31.1**





**Certification
      of Chief Executive Officer**


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





I,
      J.
      Bruce Whittaker certify that:





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





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





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





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





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





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





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





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





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





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











Date:
      May
      15,
      2006  _ /s/
      J.
      Bruce Whittaker


J.
      Bruce
      Whittaker, President and Chief
      Executive Officer








**EXHIBIT****31.2**








**Certification
      of Chief Financial Officer**


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





I,
      Michelle M. Plummer certify that:





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





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





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





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





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





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





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





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





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





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











Date:
      May
      15,
      2006  /s/
      Michelle Plummer


Michelle
      M. Plummer, Chief
      Financial Officer





**EXHIBIT
      32.1**





**Statement
      of Chief Executive Officer**


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











J.
      Bruce
      Whittaker, President and Chief Executive Officer, of Greene County Bancorp,
      Inc.
      (the “Company”) certifies in his capacity as an officer of the Company that he
      has reviewed the Quarterly Report of the Company on Form 10-QSB for the quarter
      ended March 31, 2006 and that to the best of his knowledge:





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





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





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








Date:
      May
      15,
      2006  _ /s/
      J.
      Bruce Whittaker


J.
      Bruce
      Whittaker, President and Chief
      Executive Officer











**EXHIBIT
      32.2**





**Statement
      of Chief Financial Officer**


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











Michelle
      M. Plummer, Chief Financial Officer, of Greene County Bancorp, Inc. (the
“Company”) certifies in her capacity as an officer of the Company that he or she
      has reviewed the Quarterly Report of the Company on Form 10-QSB for the quarter
      ended March 31, 2006 and that to the best of her knowledge:





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





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








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








Date:
      May
      15,
      2006  /s/
      Michelle Plummer


Michelle
      M. Plummer, Chief
      Financial Officer