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, 2003

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



302 Main Street, Catskill, New York                                   12414
(Address of principal executive office)                            (Zip code)


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

Check whether the registrant:  (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports) and (2) has been subject to such filing  requirements for the past
90 days.

Yes:       X                  No:
       _________                 __________

As of May 13, 2003,  the  registrant  had 2,152,835  shares of common stock
issued at $ .10 par value, and 2,034,203 were outstanding.

Transitional Small Business Disclosure
Format:  Yes:                          No:       X
       __________                      _______________

<PAGE>



                           GREENE COUNTY BANCORP, INC.
<table>
<caption>


INDEX


<S>        <C>                                                            <C>
PART I.    FINANCIAL INFORMATION
                                                                           Page
Item 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                    9-12

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of  Operations                                         12-23


Item 3.    Controls and Procedures                                        23-24

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                 24

Item 2.    Changes in Securities and Use of Proceeds                         24

Item 3.    Defaults Upon Senior Securities                                   24

Item 4.    Submission of Matters to a Vote of Security Holders               24

Item 5.    Other Information                                                 24

Item 6.    Exhibits and Reports on Form 8-K                                  24

           Signatures                                                     25-29

</table>




<PAGE>

<table>
<caption>



                           Greene County Bancorp, Inc.
                 Consolidated Statements of Financial Condition
                     As of March 31, 2003 and June 30, 2002
                                   (Unaudited)


                                                                        March 31, 2003                June 30, 2002

<S>                                                                      <C>                            <C>
ASSETS
Cash and due from banks                                                     $8,854,803                   $7,408,150
Federal funds sold                                                          11,440,365                   10,423,871
                                                                           -----------                 --------------
    Total cash and cash equivalents                                         20,295,168                   17,832,021

Investment securities, at fair value                                        84,818,851                   66,088,530
Federal Home Loan Bank stock, at cost                                        1,121,100                    1,121,100

Loans                                                                      132,577,404                  129,727,150
Less: Allowance for loan losses                                             (1,117,627)                  (1,068,734)
      Unearned origination fees and costs, net                                (310,405)                    (285,132)
                                                                           -----------                 --------------
      Net loans receivable                                                 131,149,372                  128,373,284

Premises and equipment                                                       4,810,832                    4,963,621
Accrued interest receivable                                                  1,505,232                    1,452,104
Prepaid expenses and other assets                                              317,233                      296,691
Other real estate owned                                                         55,125                       30,229
                                                                           -----------                 --------------
               Total assets                                               $244,072,913                 $220,157,580
                                                                          ============                 ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
Non-interest bearing deposits                                              $22,455,818                  $22,067,347
Interest bearing deposits                                                  183,732,590                  161,646,281
                                                                           -----------                 --------------
    Total deposits                                                         206,188,408                  183,713,628

Borrowings from FHLB                                                         8,000,000                    9,000,000
Accrued expenses and other liabilities                                       1,550,109                      911,959
Accrued income taxes                                                           114,771                      131,287
                                                                           -----------                 --------------
                Total liabilities                                          215,853,288                  193,756,874

Shareholders' equity
Preferred stock,
  Authorized 1,000,000 at March 31, 2003 and June 30, 2002;                        ---                          ---
  Common stock, par value $.10 per share;
  Authorized: 12,000,000 at March 31, 2003 and June 30, 2002;
  Issued: 2,152,835 at March 31, 2003 and June 30, 2002;
  Outstanding: 2,034,203 at March  31, 2003;
               2,024,835 at June 30, 2002                                      215,284                      215,284
Additional paid-in capital                                                  10,087,973                   10,084,621
Retained earnings                                                           18,272,230                   17,164,403
Accumulated other comprehensive income                                       1,383,033                      880,401
Less: Treasury stock (shares at cost) 118,632 at March 31, 2003;
                                      and 128,000 at June 30, 2002          (1,271,184)                  (1,371,527)
         Unearned stock-based compensation                                    (114,030)                    (156,791)
         Unearned ESOP shares (at cost) 40,853 at March 31, 2003;
                                      and 49,972 at June 30, 2002             (353,681)                    (415,685)
                                                                           -----------                 -------------

               Total shareholders' equity                                   28,219,625                   26,400,706
                                                                           -----------                 -------------

               Total liabilities and shareholders' equity                 $244,072,913                 $220,157,580
                                                                          ============                 =============

See notes to consolidated financial statements.
</table>






<PAGE>







<table>
<caption>



                           Greene County Bancorp, Inc.
                        Consolidated Statements of Income
               For the Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)

                                                                              2003                         2002
<S>                                                                        <C>                           <C>
Interest income:
    Loans                                                                   $2,375,401                    $2,298,935
    Investment securities                                                      428,903                       450,401
    Mortgage-backed securities                                                 288,963                       196,463
    Tax free securities                                                        121,621                       102,363
    Interest bearing deposits and federal funds sold                            46,266                        56,805
                                                                           -----------                 -------------
Total interest income                                                        3,261,154                     3,104,967

Interest expense:
    Interest on deposits                                                       945,273                     1,085,708
    Interest on borrowings                                                      96,889                       102,439
                                                                           -----------                 -------------
Total interest expense                                                       1,042,162                     1,188,147

Net interest income                                                          2,218,992                     1,916,820

Less: Provision for loan losses                                                 75,000                        60,000
                                                                           -----------                 -------------


Net interest income after provision for loan losses                          2,143,992                     1,856,820
                                                                           -----------                 -------------


Noninterest income:
    Service charges on deposit accounts                                        386,493                       280,692
    Other operating income                                                     213,914                       190,231
                                                                           -----------                 -------------
Total noninterest income                                                       600,407                       470,923

Noninterest expense:
    Salaries and employee benefits                                           1,022,784                       814,621
    Occupancy expense                                                          111,593                        94,588
    Equipment and furniture expense                                            149,951                       117,343
    Service and data processing fees                                           232,332                       195,215
    Office supplies                                                             42,461                        33,126
    Other                                                                      418,242                       464,623
                                                                           -----------                 -------------

Total noninterest expense                                                    1,977,363                     1,719,516

Income before provision for income taxes                                       767,036                       608,227

Provision for income taxes                                                     253,000                       140,500
                                                                           -----------                -------------


Net income                                                                    $514,036                      $467,727
                                                                           ===========                 =============


Basic EPS                                                                        $0.26                         $0.24
Basic average shares outstanding                                             1,982,123                     1,955,078

Diluted EPS                                                                      $0.25                         $0.23
Diluted average shares outstanding                                           2,038,278                     2,013,215

See notes to consolidated financial statements.


</table>


<PAGE>







<table>
<caption>


                           Greene County Bancorp, Inc.
                        Consolidated Statements of Income
                For the Nine Months Ended March 31, 2003 and 2002
                                   (Unaudited)

                                                                              2003                         2002
<S>                                                                        <C>                          <C>
Interest income:
    Loans                                                                   $7,107,730                   $6,736,453
    Investment securities                                                    1,372,145                    1,510,448
    Mortgage-backed securities                                                 832,354                      489,403
    Tax free securities                                                        340,302                      308,009
    Interest bearing deposits and federal funds sold                           151,222                      275,448
                                                                           -----------                 --------------
Total interest income                                                        9,803,753                     9,319,761

Interest expense:
    Interest on deposits                                                     3,016,035                     3,493,245
    Interest on borrowings                                                     312,698                       274,088
                                                                           -----------                 --------------
Total interest expense                                                       3,328,733                     3,767,333

Net interest income                                                          6,475,020                     5,552,428

Less: Provision for loan losses                                                105,000                       158,900
                                                                           -----------                 --------------


Net interest income after provision for loan losses                          6,370,020                     5,393,528
                                                                           -----------                 --------------


Non-interest income:
    Service charges on deposit accounts                                      1,181,782                       756,428
    Other operating income                                                     649,269                       516,530
                                                                           -----------                 --------------
Total non-interest income                                                    1,831,051                     1,272,958

Non-interest expense:
    Salaries and employee benefits                                           2,822,008                     2,425,198
    Occupancy expense                                                          306,433                       274,203
    Equipment and furniture expense                                            436,726                       335,422
    Service and data processing fees                                           723,219                       590,306
    Office supplies                                                            107,977                       109,737
    Other                                                                    1,322,919                     1,320,637
                                                                           -----------                 --------------

Total non-interest expense                                                   5,719,282                     5,055,503

Income before provision for income taxes                                     2,481,789                     1,610,983

Provision for income taxes                                                     782,900                       417,900
                                                                           -----------                 --------------


Net income                                                                  $1,698,889                    $1,193,083
                                                                           ===========                 ==============


Basic EPS                                                                        $0.86                         $0.61
Basic average shares outstanding                                             1,978,535                     1,959,546

Diluted EPS                                                                      $0.84                         $0.59
Diluted average shares outstanding                                           2,033,029                     2,012,285
See notes to consolidated financial statements.


</table>




<PAGE>




<table>
<caption>


                           Greene County Bancorp, Inc.
                 Consolidated Statements of Comprehensive Income
               For the Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)


                                                                               2003                          2002
<S>                                                                       <C>                             <C>

Net income                                                                    $514,036                      $467,727
                                                                           -----------                 --------------


Other comprehensive income:

Unrealized holding gain / (loss)arising during the three months ended March 31,
           2003 and 2002, net of tax (expense) / benefit
           of ($11,112) and $196,712, respectively.                             13,610                      (295,069)
                                                                           -----------                 --------------

Total other comprehensive income (loss)                                         13,610                      (295,069)
                                                                           -----------                 ---------------


Comprehensive income                                                          $527,646                      $172,658
                                                                           ===========                 ==============

</table>




<table>
<caption>


                           Greene County Bancorp, Inc.
                 Consolidated Statements of Comprehensive Income
                For the Nine Months Ended March 31, 2003 and 2002
                                   (Unaudited)



                                                                               2003                          2002
<S>                                                                       <C>                           <C>

Net income                                                                  $1,698,889                    $1,193,083
                                                                           -----------                 --------------
Other comprehensive income:

Unrealized holding gain arising during the nine months ended March 31, 2003 and
  2002, net of tax expense
  of $321,477 and $34,407, respectively.                                       502,632                       (51,608)
                                                                           -----------                 -------------

Total other comprehensive income (loss)                                        502,632                       (51,608)
                                                                           -----------                 --------------

Comprehensive income                                                        $2,201,521                    $1,141,475
                                                                           ===========                 ===============



See notes to consolidated financial statements.
</table>



<PAGE>



<table>
<caption>


                           Greene County Bancorp, Inc.
           Consolidated Statements of Changes in Shareholders' Equity
                For the Nine Months Ended March 31, 2003 and 2002
                                   (Unaudited)

                                                                                         Accumulated
                                               Additional                                    Other
                                Capital        Paid - In            Retained            Comprehensive
                                Stock           Capital             Earnings                 Income
<S>                             <C>           <C>                <C>                    <C>
Balance at
June 30, 2001                    $215,284      $10,188,573        $15,993,025                  $499,022


ESOP shares earned                                  25,988

Options exercised                                  (28,125)

MRP shares issued                                 (100,674)

Stock-based
compensation
earned

Treasury stock
Purchased

Dividends paid                                                       (481,334)

Net income                                                          1,193,083

Change in unrealized
gain, net                                                                                       (51,608)

                              -----------     ------------        -----------          -----------------

Balance at
March 31, 2002                   $215,284      $10,085,762        $16,704,774                  $447,414
                               ==========     ============        ===========         =================


Balance at
June 30, 2002                    $215,284      $10,084,621        $17,164,403                  $880,401

ESOP shares earned                                  85,992

Options exercised                                   (6,385)

MRP shares issued                                  (76,255)

Stock-based
compensation
earned


Dividends paid                                                       (591,062)

Net income                                                          1,698,889

Change in unrealized
gain,  net                                                                                      502,632

                               ----------     ------------        -----------         ----------------

Balance at
March 31, 2003                   $215,284      $10,087,973        $18,272,230                $1,383,033
                               ==========     ============        ===========          ================



                                Unearned                            Unearned                 Total
                              Stock-based        Treasury             ESOP               Shareholders'
                              Compensation        Stock              Shares                 Equity

Balance at
June 30, 2001                   ($229,753)     ($1,075,923)         ($496,638)              $25,093,590


ESOP shares earned                                                     60,834                    86,822

Options exercised                                  105,930                                       77,805

MRP shares issued                                  100,674                                         ---

Stock-based
compensation
earned                             58,708                                                        58,708

Treasury stock
Purchased                                         (531,125)                                    (531,125)

Dividends paid                                                                                 (481,334)

Net income                                                                                    1,193,083

Change in unrealized
gain, net                                                                                       (51,608)

                               ----------     ------------        -----------         ------------------

Balance at
March 31, 2002                  ($171,045)     ($1,400,444)        ($435,804)               $25,445,941
                              ============     ============        ===========         =================


Balance at
June 30, 2002                   ($156,791)     ($1,371,527)         ($415,685)              $26,400,706

ESOP shares earned                                                     62,004                   147,996

Options exercised                                   24,088                                       17,703

MRP shares issued                                   76,255                                         ---

Stock-based
compensation
earned                             42,761                                                        42,761


Dividends paid                                                                                 (591,062)

Net income                                                                                    1,698,889

Change in unrealized
gain,  net                                                                                      502,632

                              ------------     ------------        -----------         -----------------

Balance at
March 31, 2003                  ($114,030)     ($1,271,184)         ($353,681)              $28,219,625
                              ============     ============        ===========          ================


See notes to consolidated financial statements.


</table>




<PAGE>






<table>
<caption>


                           Greene County Bancorp, Inc.
                      Consolidated Statements of Cash Flows
                For the Nine Months Ended March 31, 2003 and 2002
                                   (Unaudited)

                                                                             2003                        2002
<S>                                                                     <C>                           <C>
Cash flows from operating activities:
Net Income                                                                  $1,698,889                    $1,193,083
Adjustments to reconcile net income to cash provided by operating activities:
     Depreciation                                                              422,300                       340,175
     Net, amortization (accretion) of premiums (discount)                      305,108                        (2,774)
     Provision for loan losses                                                 105,000                       158,900
     ESOP and other stock-based compensation earned                            190,757                       145,530
     Gain on sale of other real estate                                         (59,771)                      (22,945)
     Net decrease in accrued income taxes                                      (16,516)                      (71,966)
     Net increase in accrued interest receivable                               (53,128)                      (37,471)
     Net increase in prepaid and other assets                                  (20,542)                      (58,949)
     Net increase in other liabilities                                         316,672                        62,188
                                                                           -----------                   ------------

          Net cash provided by operating activities                          2,888,769                     1,705,771

Cash flows from investing activities:
     Proceeds from maturities and calls of securities                       10,969,854                     4,155,123
     Purchases of securities and other investments                         (10,106,951)                   (8,736,012)
     Principal payments on securities                                          983,412                     2,611,077
     Principal payments on mortgage-backed securities                        6,305,160                     3,297,436
     Purchases of mortgage-backed securities                               (26,362,794)                  (13,209,625)
     Net increase in loans receivable                                       (2,936,213)                  (15,967,546)
     Proceeds from the sale of other real estate                                90,000                       110,144
     Purchases of premises and equipment                                      (269,511)                     (303,466)
                                                                           -----------                   ------------

          Net cash used in investing activities                            (21,327,043)                  (28,042,869)

Cash flows from financing activities:
     (Payment to) borrowing  from Federal Home Loan Bank                    (1,000,000)                    4,000,000
     Dividends paid                                                           (591,062)                     (481,334)
     Purchase of treasury stock                                                    ---                      (531,125)
     Proceeds from issuance of stock options                                    17,703                        77,805
     Net increase in deposits                                               22,474,780                    21,480,677
                                                                           -----------                  ------------

          Net cash provided by financing activities                         20,901,421                    24,546,023

Net increase (decrease) in cash and cash equivalents                         2,463,147                    (1,791,075)

Cash and cash equivalents at beginning of period                            17,832,021                    18,804,358
                                                                           -----------                   ------------


Cash and cash equivalents at end of period                                 $20,295,168                   $17,013,283
                                                                           ===========                   ============

See notes to consolidated financial statements.
</table>






<PAGE>








Greene County Bancorp, Inc.
Notes to Financial Statements
As of and for the Three and Nine Months Ended March 31, 2003 and 2002


(1)      Basis of Presentation

The accompanying  consolidated  balance sheet  information for June 30, 2002 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")  at June  30,  2002.  The  consolidated  financial
statements  at and for the three months and nine months ended March 31, 2003 and
2002 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, 2002, such information and footnotes have not
been  duplicated   herein.  In  the  opinion  of  management,   all  adjustments
(consisting of only normal recurring items) necessary for a fair presentation of
the financial  position and results of operations  and cash flows at and for the
periods presented have been included.  Amounts in the prior year's  consolidated
financial statements have been reclassified whenever necessary to conform to the
current year's presentation. These reclassifications had no effect on net income
or retained earnings as previously reported. All material inter-company accounts
and  transactions  have been  eliminated  in the  consolidation.  The results of
operations and other data for the three and nine months ended March 31, 2003 are
not necessarily indicative of results that may be expected for the entire fiscal
year ending June 30, 2003.

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.

(2)      Nature of Operations

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

(3)      Use of Estimates

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

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

(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.


<table>
<caption>

                                                           Weighted Average
                                                           Number of Shares
      Three Months Ended             Net Income             Outstanding            Earnings Per Share
     <S>                             <C>                     <C>                          <C>
      March 31, 2003:                  $514,036
          Basic EPS                                            1,982,123                       $0.26
          Diluted EPS                                          2,038,278                       $0.25


      March 31, 2002:                  $467,727
          Basic EPS                                            1,955,078                       $0.24
          Diluted EPS                                          2,013,215                       $0.23



                                                           Weighted Average
                                                           Number of Shares
      Nine Months Ended              Net Income             Outstanding            Earnings Per Share

      March 31, 2003:                $1,698,889
          Basic EPS                                            1,978,535                       $0.86
          Diluted EPS                                          2,033,029                       $0.84


      March 31, 2002:                $1,193,083
          Basic EPS                                            1,959,546                       $0.61
          Diluted EPS                                          2,012,285                       $0.59


</table>



(5)       Dividends

The Board of Directors  declared a semi-annual  $0.32 per share cash dividend on
July 19, 2002, for shareholders of record August 15, 2002,  payable September 1,
2002.  The dividend  reflected an annual cash  dividend rate of $0.64 per share,
which  represented  an increase  from the previous  annual cash dividend rate of
$0.56 per share.  The increase in the dividend paid out was a result of improved
earnings as well as the waiver of such dividends by Greene County Bancorp,  MHC,
Greene County Bancorp, Inc.'s mutual holding company.

On January 21, 2003, the Board of Directors declared a semi-annual cash dividend
of $0.34 per share of Greene County Bancorp,  Inc.'s common stock.  The dividend
reflected an annual cash dividend rate of $0.68 per share,  which represented an
increase from the previous  annual cash  dividend  rate of $0.64 per share.  The
dividend was for stockholders of record as of February 15, 2003, and was paid on
March 1, 2003.  Greene County Bancorp,  Inc.'s mutual holding company has waived
receipt of the cash dividend.


(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 and
due to inflation.  The impact of inflation is reflected in the increased cost of
Greene County Bancorp,  Inc.'s  operations.  Unlike most  industrial  companies,
nearly  all the  assets and  liabilities  of Greene  County  Bancorp,  Inc.  are
monetary.  As a result,  interest  rates have a greater  impact on Greene County
Bancorp,  Inc.'s performance than do the effects of general levels of inflation.
Interest  rates do not  necessarily  move in the same  direction  or to the same
extent as the price of goods and services.

(8) Impact of Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board issued Statement No. 142,
"Goodwill and Other  Intangible  Assets",  which  requires  acquired  intangible
assets (other than goodwill) to be amortized over their useful  economic  lives,
while  goodwill and any acquired  intangible  assets with an  indefinite  useful
economic life would not be amortized, but would be reviewed for impairment on an
annual basis based upon guidelines  specified by the statement.  The adoption of
this statement in fiscal 2003 had no material  impact on Greene County  Bancorp,
Inc.'s consolidated financial statements.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities,"  which replaces  Emerging  Issues Task Force
("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity  (including  Certain Costs Incurred
in a Restructuring)."  Under SFAS No. 146, liabilities for costs associated with
an  exit or  disposal  activity  are to be  recognized  when  the  liability  is
incurred.  Under EITF Issue No.  94-3,  liabilities  related to exit or disposal
activities  were  recognized  when  an  entity  committed  to an exit  plan.  In
addition,  Statement  No. 146  establishes  that the  objective  for the initial
measurement  of the liability is fair value.  Statement No. 146 is effective for
exit and disposal activities  initiated after December 31, 2002. The adoption of
this  statement  had no impact on Greene  County  Bancorp,  Inc.'s  consolidated
financial statements.

In October 2002,  the FASB issued  Statement No. 147,  "Acquisitions  of Certain
Financial  Institutions",  which no longer requires the separate recognition and
subsequent  amortization  of goodwill that was originally  required by Statement
No. 72, "Accounting for Certain Acquisitions of Banking or Thrift Institutions".
Instead,  SFAS 72 goodwill  would be accounted for in accordance  with Statement
No.  142,  "Goodwill  and Other  Intangible  Assets"  and would be subject to an
annual impairment test. SFAS 147 also amends Statement No. 144,  "Accounting for
the  Impairment or Disposal of Long-Lived  Assets,  to include in its scope core
deposit  intangibles.  Those  intangible  assets  are now  subject  to the  same
recoverability and impairment loss recognition provisions that SFAS 144 requires
for other  long-lived  assets.  SFAS 147 was  effective  October  1,  2002.  The
adoption of SFAS 147 did not have a material impact on the financial statements.


In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure  Requirements  for Guarantees  Including  Indirect  Guarantees of
Indebtedness  of  Others  (FIN 45).  FIN 45  requires  disclosures  be made by a
guarantor in its interim and annual  financial  statements about its obligations
under certain guarantees that it has issued. It also requires the recognition of
a liability by a guarantor at the  inception of certain  guarantees  that it has
issued and that a  guarantor  recognize,  at the  inception  of a  guarantee,  a
liability  for the fair  value  of the  obligation  undertaken  in  issuing  the
guarantee.  The initial recognition and initial  measurement  provisions of this
interpretation  are  applicable on a prospective  basis to guarantees  issued or
modified after December 31, 2002. The disclosure  requirements are effective for
financial  statements  of interim or annual  periods  ending after  December 15,
2002.  The adoption of FIN 45 does not have a material  effect on the  Company's
financial statements since the Company does not issue such guarantees.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation - Transition and  Disclosure,  an amendment to FASB Statement 123".
SFAS 148 provides  alternative  methods of transition for a voluntary  change to
the fair value based method of accounting for stock-based employee compensation.
In addition,  SFAS 148 amends the disclosure requirements of SFAS 123 to require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results.  SFAS 148 is effective for financial statements
for fiscal  years  ending  after  December  15, 2002 and for  condensed  interim
financial statements issued after December 15, 2002. The Company had not adopted
the  voluntary  change  to  the  fair  value  based  method  of  accounting  for
stock-based  employee  compensation  as of March 31, 2003.  Refer to Note 9 for
required disclosures relating to stock-based compensation.

(9) Stock-Based Compensation

At March 31, 2003, Greene County Bancorp, Inc. had two stock-based  compensation
plans,  which are described more fully in Note nine of the financial  statements
and notes thereto for the year ended June 30, 2002. 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.


<table>
<caption>


                                                Three months ended         Nine months ended
                                                     March 31,                  March 31,
                                                  2003        2002         2003           2002

<S>                                            <C>         <C>        <C>             <C>
Net income, as reported                        $514,036    $467,727    $1,698,889     $1,193,083

Deduct: Total stock-based compensation
  expense determined under fair value
  based method for all awards, net of
  related tax effects                             8,649      11,634        25,947         34,902

  Pro forma net income                         $505,387    $456,093    $1,672,942     $1,158,181

Earnings per share:

Basic - as reported                               $0.26       $0.24         $0.86          $0.61
Basic - pro forma                                 $0.25       $0.23         $0.85          $0.59

Diluted - as reported                             $0.25       $0.23         $0.84          $0.59
Diluted - pro forma                               $0.25       $0.23         $0.82          $0.58

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.

</table>






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


General

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 other real estate  owned,  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.

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:

<table>
<S>   <C>
(a)   changes in general market interest rates,
(b)   general economic  conditions,
(c)   legislative and regulatory changes,
(d)   monetary and fiscal policies of the U.S. Treasury and the Federal Reserve;
(e)   changes in the quality or composition of The Bank of Greene  County's loan
      portfolio or the consolidated investment portfolios of The Bank of Greene
      County and Greene County Bancorp, Inc.,
(f)   deposit flows,
(g)   competition, and
(h)   demand for financial services in Greene County Bancorp, Inc.'s market area.


</table>
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, 2003 and June 30, 2002

ASSETS

Total assets  increased to $244.1  million at March 31, 2003 from $220.2 million
at June 30,  2002,  an  increase  of $23.9  million,  or 10.9%.  Growth was most
significant in the loan and investment  portfolios as well as to a lesser extent
in the cash portfolio. Deposit growth funded the asset growth and appeared to be
the result of continued  reduced  investment in the equity  markets as investors
appeared to continue to be conservative  in their  investment  options  choosing
less risky cash  products  such as cash  accounts  like money market and savings
accounts.


CASH AND CASH EQUIVALENTS

Total cash and cash  equivalents  increased  to $20.3  million at March 31, 2003
from $17.8 million at June 30, 2002, an increase of $2.5 million,  or 14.0%. The
increase was a result of continued deposit inflows as noted above.

INVESTMENT SECURITIES

Investment  securities  increased to $84.8 million at March 31, 2003 as compared
to $66.1  million at June 30,  2002,  an  increase of $18.7  million,  or 28.3%.
During the nine months ended March 31, 2003,  the investment  portfolio  shifted
toward mortgage-backed securities and state and political subdivision securities
representing 46.8% and 15.6% of the portfolio,  respectively,  at March 31, 2003
as compared to 29.6% and 13.3% of the portfolio, respectively, at June 30, 2002.
A shift  away  from  corporate  debt  securities  as a  percentage  of the total
portfolio  occurred  between  June  30,  2002 and  March  31,  2003.  Due to the
potential credit problems of some corporations,  Greene County Bancorp, Inc. has
focused more heavily on debt with some form of guarantee  such as a U.S.  agency
guarantee which often  accompanies  investments in  mortgage-backed  securities.
Greene  County  Bancorp,  Inc.  has  also  shifted  the  portfolio  toward  more
adjustable  rate securities than in the past in an effort to provide some future
interest  rate  risk  protection  in  a  rising  rate  environment.   Investment
securities  represent  34.8% of total  assets at March 31,  2003 as  compared to
30.0% at June 30,  2002.  The shift was  partially a result of loan demand being
slightly lower than inflows of deposits allowing Greene County Bancorp,  Inc. to
invest additional funds in investment  securities.  During the nine months ended
March  31,  2003,  Greene  County  Bancorp,  Inc.  purchased  $26.4  million  in
mortgage-backed securities which were partially offset by the principal pay down
of mortgage-backed securities of $6.3 million. Maturities or calls of investment
securities,   primarily  U.S.  government  agencies,  corporate  and  state  and
political  subdivision  securities amounted to $11.0 million for the nine months
ended March 31,  2003,  offsetting  purchases of $10.1  million  during the same
period.


<table>
<caption>
                                             Market value at       Percentage         Market value at        Percentage
                                              Mar. 31, 2003       of portfolio         June 30, 2002        of portfolio
<S>                                              <C>                <C>                  <C>                   <C>
(Dollars rounded to nearest thousand)
U.S. government agencies                             $12,771             15.0%                $14,862               22.5%
State and political subdivisions                      13,246             15.6                   8,811               13.3
Mortgage-backed securities                            39,652             46.8                  19,564               29.6
Asset-backed securities                                  329              0.4                     818                1.3
Corporate debt securities                             17,457             20.6                  20,760               31.4
                                             ---------------      ------------        ---------------       -------------

Total debt securities                                 83,455             98.4                  64,815               98.1

Equity securities and other                            1,364              1.6                   1,274                1.9

                                             ---------------      ------------        ---------------       -------------

Total available-for-sale securities                  $84,819            100.0%                $66,089              100.0%
                                             ===============      ============        ===============       =============
</table>



<PAGE>



LOANS

Net loans  receivable  increased to $131.1 million at March 31, 2003 from $128.4
million at June 30, 2002,  an increase of $2.7 million,  or 2.1%.  The continued
low interest rate  environment  and strong customer  satisfaction  from personal
service  continued  to enhance  loan growth.  Commercial  real estate  mortgages
increased $1.7 million, or 19.3%, to $10.5 million at March 31, 2003 as compared
to $8.8 million at June 30, 2002. Commercial mortgages and commercial loans as a
percentage of total loans increased to 7.9% and 4.5%, respectively, at March 31,
2003 as  compared  to 6.8% and 3.3% at June 30,  2002 which  caused  residential
mortgages  and  installment  loans to decrease as a percentage of total loans to
78.0% and 3.4% respectively, at March 31, 2003, as compared to 79.8% and 4.3% at
June 30, 2002. Loan demand continued to be strong, but grew at a slightly slower
rate than experienced  during fiscal 2002. The decrease in demand appeared to be
the result of the overall weakened economic conditions.
<TABLE>
<CAPTION>

                                                    At             Percentage                At              Percentage
                                               Mar. 31, 2003      of portfolio         June 30, 2002       of portfolio
<S>                                              <C>                <C>                  <C>                   <C>
(Dollars rounded to nearest thousand)
Real estate mortgages
   Residential                                      $103,439             78.0%               $103,494               79.8%
   Commercial                                         10,458              7.9                   8,764                6.8
Home equity loans                                      7,664              5.8                   6,957                5.4
Commercial loans                                       6,007              4.5                   4,356                3.3
Installment loans                                      4,450              3.4                   5,611                4.3
Passbook loans                                           559              0.4                     545                0.4
                                              ---------------      -------------         ---------------       -------------

Total loans                                         $132,577            100.0%               $129,727              100.0%
Less: Allowance for loan losses                       (1,118)                                  (1,069)
         Unearned origination fees and costs,           (310)                                    (285)
net
                                              ---------------                            ---------------

Net loans receivable                                $131,149                                 $128,373
                                              ===============                            ===============
</table>



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 is reduced by net  charge-offs.  During the fiscal year ended June
30, 2002,  and the nine months  ended March 31, 2003 the level of the  allowance
for loan losses was affected by the growth of the loan portfolio and composition
of the  portfolio  shifting  to more  commercial  loans.  These  types  of loans
generally  possess a higher degree of credit risk than  traditional  one-to-four
family  residential   mortgage  loans.   Management  also  implemented  improved
procedures for pursuing  delinquent and previously  charged-off  accounts during
fiscal year 2002,  which  appeared  to have  helped  reduce the effect of credit
quality  deterioration  due to current economic weakness in the overall economy.
Any increase in the allowance for loan losses or loan  charge-offs  could have a
material  adverse effect on Greene County Bancorp,  Inc.'s results of operations
and financial condition.


<PAGE>



<table>
<caption>




                                                                Nine months ended            Nine months ended
                                                                  March 31, 2003              March 31, 2002
<S>                                                               <C>                        <C>
Allowance for loan losses
Balance at the beginning of the period                                $1,068,734                    $886,081
Charge-offs:
     Commercial real estate mortgage loans                                  ---                         ---
     Commercial loans                                                     13,319                        ---
     Home equity                                                            ---                        2,380
     Installment loans to individuals                                     99,712                      27,774
                                                                  --------------             ----------------

Total loans charged off                                                  113,031                      30,154

Recoveries:
     Commercial loans                                                     24,093                       ---
     Installment loans to individuals                                     32,831                      13,904
                                                                  --------------             ----------------

Total recoveries                                                          56,924                      13,904

                                                                  --------------             ---------------

Net charge-offs                                                           56,107                      16,250

Provisions charged to operations                                         105,000                     158,900
                                                                  --------------             --------------

Balance at the end of the period                                      $1,117,627                  $1,028,731
                                                                  ==============             ================


Ratio of net charge-offs to average loans outstanding                      0.04%                      0.01%
Ratio of net charge-offs to nonperforming assets                          15.37%                     12.15%
Allowance for loan loss to nonperforming loans                           360.49%                    994.18%
Allowance for loan loss to net loans receivable                            0.85%                      0.82%

</table>


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.  Other real estate owned is considered nonperforming. The Bank of
Greene County had no accruing  loans  delinquent  more than 90 days at March 31,
2003 or June 30, 2002.


<PAGE>



<table>
<caption>


Analysis of Nonaccrual Loans and Nonperforming Assets

                                                                At March 31, 2003            At June 30, 2002

<S>                                                               <C>                        <C>
Nonaccruing loans:
  Real estate mortgage loans:
       Residential mortgages loans (one- to four-family)                $271,613                    $313,981
       Commercial mortgage loans                                             ---                        ---
   Home equity                                                             2,104                        ---
   Commercial loans                                                       24,175                        ---
   Installment loans to individuals                                       12,141                      18,886
                                                               ------------------        -------------------


Total nonaccruing loans                                                  310,033                     332,867

Real Estate Owned:
     Commercial mortgage loans                                            55,125                      30,229
                                                               -----------------         ---------------------


Total real estate owned                                                   55,125                      30,229
                                                               -----------------         ---------------------


Total nonperforming assets                                              $365,158                    $363,096
                                                               =================         ====================


Total nonperforming assets
   as a percentage of total assets                                         0.15%                       0.16%

Total nonperforming loans to net loans receivable                          0.24%                       0.26%

</table>






At March 31, 2003,  gross interest  income of $6,700 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, 2003.




<PAGE>






DEPOSITS

Total deposits increased to $206.2 million at March 31, 2003 from $183.7 million
at June 30,  2002,  an increase of $22.5  million,  or 12.2%.  Savings  accounts
experienced the most significant  dollar growth between June 30, 2002, and March
31,  2003,  increasing  $10.9  million,  or 15.4%,  to $81.7  million from $70.8
million.  Money market  accounts  experienced  the most  significant  percentage
growth between June 30, 2002, and March 31, 2003,  increasing  $8.9 million,  or
64.0%, to $22.8 million as compared to $13.9 million.  Due to the continued poor
returns  in the equity  market  and doubt  about the  credibility  of  corporate
America,  investors  appeared  to  continue  to prefer to invest  their funds in
safer,  more liquid accounts such as money market deposits and savings deposits.
The  historically  low interest rates offered on certificates of deposit,  which
are relatively illiquid, also contributed to investors choosing money market and
savings deposits. The shift in the deposit portfolio from certificate of deposit
accounts  which  represented  34.1%  of the  portfolio  as of June  30,  2002 as
compared to 30.3% at March 31, 2003 to money market  accounts which  represented
7.6% for the  portfolio  as of June 30,  2002 as  compared to 11.1% at March 31,
2003  contributed  to improvement  in net interest  income as discussed  further
below. Money market accounts tend to pay a lower average rate when compared with
certificate of deposit accounts.


<table>
<Caption>

                                                       At            Percentage               At             Percentage
                                                  Mar. 31, 2003     of portfolio        June 30, 2002       of portfolio

<S>                                              <C>                 <C>                    <C>              <C>
(Dollars rounded to nearest thousand)
Noninterest bearing deposits                            $22,456            10.9%               $22,067             12.0%
Certificates of deposit                                  62,469            30.3                 62,645             34.1
Savings deposits                                         81,687            39.6                 70,825             38.5
Money market deposits                                    22,786            11.1                 13,883              7.6
NOW deposits                                             16,790             8.1                 14,294              7.8
                                                 --------------      -----------         -------------       ------------

Total deposits                                         $206,188           100.0%              $183,714            100.0%
                                                 ==============      ===========         =============       ============
</table>


BORROWINGS

During  January 2003, The Bank of Greene County  refinanced its short-term  debt
including paying down $1.0 million of the short-term borrowing balance from $4.0
million to $3.0 million.  The fixed rate on such short-term  borrowing decreased
to 1.55% from 2.19%.

At March 31, 2003, The Bank of Greene County had the following borrowings:


<table>
<caption>
         <S>                <C>               <C>
             Amount            Rate           Maturity Date
           $3,000,000       1.55% -Fixed         1/14/2004
            2,500,000       6.82% -Fixed        09/02/2004
            2,500,000       6.80% -Fixed        10/04/2005
          -----------

           $8,000,000
          ===========

</table>



ACCRUED EXPENSES AND OTHER LIABILITIES

At March 31,  2003,  accrued  expenses  and other  liabilities  amounted to $1.6
million as  compared  to $0.9  million at June 30,  2002,  an  increase  of $0.7
million.  The increase was primarily due to increased  deferred taxes associated
with unrealized gains on available-for-sale securities.

EQUITY

The  primary  changes  in equity  included  changes  in  retained  earnings  and
accumulated  comprehensive income.  Retained earnings was affected by net income
of $1.7 million and  partially  offset by dividends  paid of $591,000.  Treasury
stock  decreased by $24,000 due to the exercise of 2,248  options under the 2000
Stock  Option Plan and $76,000  due to issuance of 7,120  shares  under the 2000
Management  Recognition and Retention Plan reducing the number of shares held in
treasury to 118,632. Net unrealized gains associated with the available-for-sale
investment  portfolio caused accumulated other comprehensive  income to increase
by approximately  $503,000, net of tax. The remaining changes in equity were due
to  amortization  of  compensation  expense  associated  with the Employee Stock
Ownership Plan ("ESOP") and stock-based compensation expense associated with the
Management Recognition and Retention Plan.



 Comparison of Operating Results for the Nine and Three Months Ended March 31,
                                 2003 and 2002

GENERAL

Return on average  assets and  return on  average  equity are common  methods of
measuring operating results. Return on average assets increased to 0.97% for the
nine months  ended March 31, 2003 as compared to 0.80% for the nine months ended
March 31, 2002.  These ratios were based on average assets of $233.7 million and
$198.4  million  and net income of $1.7  million  and $1.2  million for the nine
months  ended March 31, 2003 and 2002,  respectively.  Return on average  assets
increased to 0.91% for the quarter ended March 31, 2003 as compared to 0.90% for
the  quarter  ended  March 31,  2002 and was based on  average  assets of $237.9
million  and  $207.7   million  and  net  income  of  $514,000   and   $468,000,
respectively.  Return on average  equity  increased to 8.25% for the nine months
ended March 31,  2003 as  compared to 6.26% for the nine months  ended March 31,
2002 based on average  equity of $27.4 million and $25.4  million,  respectively
for these periods.  Return on average equity  increased to 7.77% for the quarter
ended March 31,  2003 as compared to 7.35% for the quarter  ended March 31, 2002
based on average equity for the  respective  quarters of $28.0 million and $25.4
million,  respectively.  The  improvements  in the return on average  assets and
return on average equity for the three and nine month periods were primarily the
result of increases in the net income of Greene County Bancorp, Inc. The reasons
for the increases in net income are further discussed below.

INTEREST INCOME

Total interest income  increased to $9.8 million for the nine months ended March
31, 2003,  as compared to $9.3 million for the nine months ended March 31, 2002,
an increase of $0.5 million,  or 5.4%.  Total interest income  increased to $3.3
million for the quarter ended March 31, 2003 as compared to $3.1 million for the
quarter ended March 31, 2002, an increase of $0.2 million, or 6.5%.

Interest  earned on loans  represented  the  largest  dollar  increase  in total
interest income.  Interest earned on loans increased  $371,000,  or 5.5% to $7.1
million as compared to $6.7  million when  comparing  nine month  periods  ended
March 31, 2003 and 2002, respectively. This increase was a result of an increase
in average loans  outstanding of $11.7  million,  to $130.7 million for the nine
months  ended March 31,  2003 as compared to $119.0  million for the nine months
ended March 31, 2002. The increase in average  balances was offset by a decrease
in the yield on such loans which decreased 30 basis points to 7.25% for the nine
months ended March 31, 2003 as compared to 7.55% for the nine months ended March
31, 2002.  Similarly,  interest  earned on loans for the quarter ended March 31,
2003 increased to $2.4 million as compared to $2.3 million for the quarter ended
March 31, 2002, an increase of $76,000,  or 3.3%.  Average loans outstanding for
the  quarter  ended March 31,  2003  amounted  to $131.4  million as compared to
$123.7  million  for the  quarter  ended  March 31,  2002,  an  increase of $7.7
million,  or 6.2%.  The average  yield on such loans  decreased to 7.23% for the
quarter  ended March 31,  2003 as compared to 7.43% for the quarter  ended March
31, 2002, a decrease of 20 basis points.  Loan growth continued to be relatively
strong despite the weakening  economic  conditions.  This growth  appeared to be
spurred by the current low interest rate environment which encouraged  customers
to make household improvements or upgrade to larger, more expensive homes. Also,
The Bank of  Greene  County  continued  to grow its  commercial  loan  portfolio
through  efforts to win  commercial  customers in all areas of banking  products
from loans to checking accounts.

Interest  earned on mortgage backed  securities also  contributed to the overall
increase in total  interest  earned when  comparing the nine months and quarters
ended  March 31,  2003 and 2002.  Interest  income  earned  on  mortgage  backed
securities  represented $0.8 million for the nine months ended March 31, 2003 as
compared to $0.5 million for the nine months  ended March 31, 2002,  an increase
of $0.3 million or 60.0%. As a result,  interest on  mortgage-backed  securities
represented  8.5% of total  interest  income for the nine months ended March 31,
2003 as compared  to 5.3% of total  interest  income for the nine  months  ended
March 31,  2002.  When  comparing  the  quarters  ended March 31, 2003 and 2002,
interest earned on mortgage-backed securities had corresponding increases to the
nine-month periods.  Interest earned on mortgage-backed  securities increased to
$0.3 million for the quarter  ended March 31, 2003,  as compared to $0.2 million
for the quarter  ended March 31, 2002,  an increase of $0.1  million,  or 50.0%.
Interest earned on investment  securities other than mortgage-backed  securities
including tax-free securities, remained relatively consistent when comparing the
three and nine month periods ended March 31, 2003 and 2002.

Federal  Reserve rate cuts and lower  average  balances were the reasons for the
decrease in amount of federal  funds  interest  income when  comparing  the nine
months and quarters  ended March 31, 2003 and 2002.  Interest  income  earned on
federal funds and interest  bearing  deposits  decreased  $124,000,  or 45.1% to
$151,000  for the nine months  ended March 31, 2003 as compared to $275,000  for
the nine months ended March 31, 2002. The decrease was a result of a decrease in
the federal  funds  average  balance to $10.8  million for the nine months ended
March 31, 2003 as compared to $13.2  million for the nine months ended March 31,
2002, a decrease of $2.4  million,  or 18.2%.  The average rate on federal funds
fell 94 basis  points to 1.68% for the nine  months  ended  March 31,  2003 from
2.62% for the nine  months  ended  March 31,  2002.  A decrease  in the  average
balance of $0.5 million and a decreases in the average  yield of 38 basis points
when  comparing  the quarters  ended March 31, 2003 and 2002,  contributed  to a
decrease of $11,000 in interest  earned on federal  funds and  interest  bearing
deposits.

The average balance of all investment  securities increased to $76.7 million for
the nine months  ended March 31, 2003 as compared to $52.4  million for the nine
months ended March 31, 2002, an increase of $24.3 million,  or 46.4%.  The yield
on all  investment  securities,  however,  fell  146  basis  points  to 4.35% as
compared to 5.81% when  comparing the nine months ended March 31, 2003 and 2002,
respectively.  Similarly,  the average balance of all investment  securities for
the quarter  ended March 31, 2003  amounted to $80.6 million at an average yield
of 4.09% as  compared  to $57.5  million  at an  average  yield of 5.15% for the
quarter  ended March 31, 2002,  an increase in average  balance of $23.1 million
and a decrease in average yield of 106 basis points.  The growth in the level of
deposits  funded the  investment  portfolio  increases.  The low  interest  rate
environment  associated with several Federal Reserve rate cuts accounted for the
decrease in yield.

INTEREST EXPENSE

Interest expense on deposits  amounted to $3.0 million for the nine months ended
March 31, 2003 as compared to $3.5  million for the nine months  ended March 31,
2002,  a decrease  of $0.5  million,  or 14.3%.  Interest  expense  on  deposits
amounted to $0.9  million  for the  quarter  ended March 31, 2003 as compared to
$1.1 million for the quarter ended March 31, 2002, a decrease of $0.2 million or
18.2%. These decreases were the result of decreases in the average rates paid on
all types of deposit accounts despite increases in the average balances on these
accounts  except for  certificate  of  deposit  accounts,  in which the  average
balance  decreased  when  comparing  the quarter ended March 31, 2003 to quarter
ended March 31, 2002.

The most significant  average rate decrease was 130 basis points on certificates
of  deposit  which fell to 3.17% for the nine  months  ended  March 31,  2003 as
compared to 4.47% for the nine months ended March 31,  2002.  An increase in the
average  balance of certificates of deposit of $1.5 million to $63.8 million for
the nine  months  ended  March 31, 2003 as compared to $62.3 for the nine months
ended March 31, 2002 partially offset the decrease in average rate.  However,  a
decrease in the average  balance of  certificates  of deposit of $0.7 million to
$62.7  million for the quarter ended March 31, 2003 as compared to $63.4 million
for the quarter ended March 31, 2002,  partially  offset the decrease in average
rate of 104 basis points to 2.94% from 3.98% when  comparing the quarters  ended
March 31,  2003 and 2002.  The average  balance of savings  and escrow  accounts
increased  $24.3  million,  or 34.2% to $95.3  million for the nine months ended
March 31, 2003 as compared to $71.0  million for the nine months ended March 31,
2002. The decrease in average rate on such balances partially offset the effects
of the increase in average balance on savings and escrow  accounts.  The average
rate on savings and escrow accounts decreased to 1.96% for the nine months ended
March 31, 2003 as compared to 2.40% for the nine months  ended March 31, 2002, a
decrease of 44 basis  points.  Similarly,  a decrease of 40 basis  points in the
average rate paid on savings and escrow accounts partially offset an increase in
the  average  balance of such  accounts  of $25.5  million  when  comparing  the
quarters ended March 31, 2003 and 2002.

Interest expense on borrowings increased $39,000 to $313,000 for the nine months
ended March 31, 2003 as compared to $274,000 for the nine months ended March 31,
2002.  Interest  expense on  borrowings  decreased  $5,000 for the quarter ended
March 31, 2003 to $97,000 as compared  to $102,000  for the quarter  ended March
31,  2002.  The  increase in interest  expense  when  comparing  the nine months
periods was the result of an increase in the average  balance of such borrowings
to $8.7  million  for the nine  months  ended March 31, 2003 as compared to $6.3
million for the nine months ended March 31, 2002.  However,  the average balance
of borrowings when comparing the quarterly periods decreased to $8.0 million for
the quarter  ended March 31, 2003 from $9.0 million for the quarter  ended March
31, 2002. Also affecting the level of interest expense on borrowings was a shift
in the average  rate on such  borrowings.  The average rate on  borrowings  when
comparing the nine month periods decreased 96 basis points to 4.81% for the nine
months ended March 31, 2003 as compared to 5.77% for the nine months ended March
31, 2002. The average rate on borrowings  when  comparing the quarterly  periods
increased  29 basis  points to 4.84% for the  quarter  ended  March 31,  2003 as
compared to 4.55% for the quarter ended March 31, 2002.

NET INTEREST INCOME

Net  interest  income,  a function  of  interest  income and  interest  expense,
increased to $6.5  million for the nine months  ended March 31, 2003,  from $5.6
million for the nine months ended March 31, 2002,  an increase of $0.9  million,
or 16.1%.  Net interest  income  increased to $2.2 million for the quarter ended
March 31, 2003 as compared to $1.9 million for the quarter ended March 31, 2002,
an  increase   of  $0.3   million,   or  15.8%.   As  a  result  of  changes  in
interest-earning assets and interest-bearing  liabilities, as well as changes in
the yield and rate on such assets and liabilities, net interest spread increased
to 3.78% for the nine  months  ended March 31, 2003 as compared to 3.74% for the
nine months ended March 31,  2002,  an  improvement  of four basis  points.  Net
interest  margin  decreased to 3.93% for the nine months ended March 31, 2003 as
compared to 3.97% for nine months  ended March 31, 2002, a decline of four basis
points.  The net interest  spread  increased seven basis points to 3.81% for the
quarter  ended March 31,  2003 as compared to 3.74% for the quarter  ended March
31, 2002. Net interest margin increased one basis point to 3.95% for the quarter
ended March 31, 2003 as compared to 3.94% for the quarter  ended March 31, 2002.
These  changes  were the result of a continued  low  interest  rate  environment
experienced during the last calendar year. As assets mature or the yield on such
assets adjust they have  frequently  been replaced with lower  yielding  assets;
however,  The Bank of  Greene  County  has also  taken  advantage  of the  lower
interest rate  environment by refinancing  short term borrowings at a lower rate
and offering  lower rates on  certificates  of  deposits,  which has had a large
impact on improving  net  interest  income.  The shift in the deposit  portfolio
composition from more expensive certificate of deposit accounts to cheaper money
market accounts has also contributed to the overall  improvement in net interest
income.  The  improvement  in net  interest  income  contributed  to the overall
improvement  in net  income.  In a rising  rate  environment  The Bank of Greene
County's net interest margin and spread would be more likely to shrink than in a
declining rate environment, which could ultimately negatively impact net income.

PROVISION FOR LOAN LOSSES

The provision for loan losses for the nine months ended March 31, 2003 decreased
to $105,000 as compared to $158,900  for the nine months  ended March 31,  2002.
The provision for loan losses for the nine months ended March 31, 2002 reflected
the  establishment of a reserve for potential losses  associated with the Bank's
new Overdraft Protection Program,  initiated in October 2001, and the growth in,
and  composition  of, the loan  portfolio.  As  indicated  above the  portion of
commercial loans, both real estate mortgage and non-mortgage, to total loans has
increased at March 31, 2003 as compared to June 30, 2002.  Commercial  loans are
considered  generally more risky than other types of loans and as a result,  the
allocation to the provision for loan losses for such loans is generally greater.
The  increase  commercial  loans in the  portfolio  contributed  to the  overall
increase in the provision for loan losses when comparing the periods ended March
31, 2003 and 2002.  The provision  for loan losses  increased to $75,000 for the
quarter  ended March 31, 2003 as compared to $60,000 for the quarter ended March
31,  2002  as a  result  of  an  increased  level  of  nonperforming  loans  and
charge-offs.  The level of nonperforming loans to total loans increased to 0.23%
at March 31,  2003 as compared  to 0.08% at March 31,  2002.  It should be noted
that  the  level of  nonperforming  loans  experienced  at  March  31,  2002 was
considered unusually low and unsustainable. Net charge-offs increased to $56,000
for the  nine-months  ended  March 31,  2003,  as  compared  to $16,000  for the
nine-months ended March 31, 2002.


NONINTEREST INCOME

Total  noninterest  income  amounted to $1.8  million for the nine months  ended
March 31, 2003 as compared to $1.3  million for the nine months  ended March 31,
2002, an increase of $0.5 million,  or 38.5%.  Total noninterest  income for the
quarter  ended March 31, 2003  increased to $600,000 as compared to $471,000 for
the quarter  ended March 31,  2002,  an increase of $129,000,  or 27.4%  Service
charges on deposit  accounts  contributed the largest portion of the increase in
overall  noninterest income increasing to $1.2 million for the nine months ended
March 31, 2003 as compared to $0.8  million for the nine months  ended March 31,
2002, an increase of $0.4 million,  or 50.0%. The quarterly  increase in service
charges  amounted to $105,000 or 37.4%,  increasing  to $386,000 for the quarter
ended March 31, 2003 as  compared  to $281,000  for the quarter  ended March 31,
2002.  The  primary  item   contributing   to  these  service  charges  was  the
introduction  of the Overdraft  Protection  Program  which was initiated  during
October  2001 and has proven to be well liked by customers of The Bank of Greene
County.  The same fee that would apply to a check drawn on insufficient funds or
an uncollected item is charged when the overdraft privilege is used; however, in
this  case  the  customers'  check  is not  returned,  but  paid  and the fee is
collected.  The  increase  in  the  overall  volume  of  deposit  accounts  also
contributed  to the  increase  in charges on such  accounts  for items such as a
monthly  service  charge on accounts  which fall below certain  minimum  balance
levels.

Other operating income increased to $649,000 for the nine months ended March 31,
2003 as compared  to $517,000  for the nine  months  ended  March 31,  2002,  an
increase  of  $132,000  or 25.5%.  For the  quarter  ended  March 31, 2003 other
operating  income  amounted to $214,000 as compared to $190,000  for the quarter
ended March 31, 2002. The Bank of Greene County continues to have success in its
marketing of merchant  credit card processing and other  e-commerce  products as
well as  upgrading  checking  account  products  for  existing  customers  which
enhances the profit margin on such checking products.  Fees earned on debit card
transactions also contributed to the increases in other operating income for the
quarter and nine-month  periods.  Another factor contributing to the nine months
increase  in other  operating  income was  profit on the sale of REO  properties
which amounted to approximately  $60,000,  compared to profit of $22,000 on sale
of REO recognized in the quarter ended March 31, 2002.

NONINTEREST EXPENSE

Noninterest  expense for the nine months ended March 31, 2003  increased to $5.7
million as compared to $5.1 million for the nine months ended March 31, 2002, an
increase  of $0.6  million,  or 11.8%.  Noninterest  expense  increased  to $2.0
million for the quarter ended March 31, 2003 as compared to $1.7 million for the
quarter ended March 31, 2002, an increase of 17.6%. The increase in salaries and
employee  benefits of $400,000 and $200,000  when  comparing the nine months and
quarters  ended  March 31, 2003 and 2002,  respectively,  was a result of annual
salary  increases,  increased  expenses  associated  with  medical  benefits and
retirement  plans  as well as some  additional  staffing.  Also,  Greene  County
Bancorp,  Inc.  established  a performance  bonus program  during fiscal 2003 to
reward staff. The bonus is directly linked to the return on assets and return on
equity  measures.  Approximately  $35,000 of the increases in employee  benefits
when  comparing  both the nine months and quarters  ended March 31, 2003 to 2002
were due to increased  retirement plan costs. The increases in occupancy expense
can be attributed to the cold and snowy winter experienced in the Northeast. The
increases in furniture  and  equipment  expense of  approximately  $102,000 when
comparing the nine months and $33,000 when  comparing  the quarters  ended March
31, 2003 to 2002,  respectively,  resulted from increased  depreciation  expense
associated  with  the  replacement  and  upgrade  of some  computers  and  other
communications technology as well as purchase of cabinets and other furniture to
ensure  compliance  with aspects of new privacy  regulations.  The  increases in
service and data  processing fees of  approximately  $133,000 when comparing the
nine months and $37,000 when  comparing  the  quarters  ended March 31, 2003 and
2002,  respectively,  were due to an  increase in the volume of deposit and loan
accounts  as  well  as  fees  associated  with  increased  ATM  and  debit  card
processing.  Data communications expenses which are included in service and data
processing  fees  have  increased  significantly  over the last year in order to
provide  better  and  faster  information  to  customers  as well  as to  ensure
electronic security messages.  The Company expects that some of these costs will
be recouped by establishing  more efficient  communication  channels between the
various  offices.  Office  supplies  expense has  remained  relatively  constant
despite  growth in the number of accounts  primarily  due to  efficiencies  from
automation  of some  forms  generation  as  compared  to manual  processes  with
preordered  forms.  Other  noninterest  expense remained  relatively  consistent
comparing the  nine-months and decreased when comparing the quarters ended March
31, 2003 and 2002.  During the quarter ended March 31, 2002,  The Bank of Greene
County paid a fee to a consultant for assistance in  establishing  the Overdraft
Protection  Program  which was based on the  increase  in the  amount of service
charges  collected on overdrawn  accounts.  This fee was not required to be paid
during the quarter  ended March 31, 2003;  which  accounted  for the decrease in
other noninterest expense when comparing the two quarters.

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. Income tax expense increased to $783,000 for the nine months ended
March 31, 2003 from  $418,000  for the nine  months  ended  March 31,  2002,  an
increase of $365,000,  or 87.3%.  The effective tax rate  increased to 31.5% for
the nine months ended March 31,  2003,  as compared to 25.9% for the nine months
ended March 31, 2002 in  anticipation  of the  effective  rate  required for the
fiscal year ending June 30,  2003.  A major  reason for the change in  effective
rate was the  expected  decrease  in the  percentage  of income  that  municipal
securities  and other tax free  investments  are expected to contribute to total
income during the fiscal year.


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.

During the last year the declining  market interest rate  environment has helped
to improve the net interest  spread and margin;  however,  an increasing  market
interest rate environment will have the reverse effect.

Mortgage  loan  commitments  totaled $3.9 million at March 31, 2003.  The unused
portion  of  overdraft  lines of credit  amounted  to $0.7  million,  the unused
portion of home equity lines of credit amounted to $1.9 million,  and the unused
portion of  commercial  lines of credit  amounted  to $1.9  million at March 31,
2003. 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.

The Bank of Greene County met all regulatory  capital  requirements at March 31,
2003 and June 30, 2002. Consolidated  shareholders' equity represented 11.6 % of
total assets at March 31, 2003 and 12.0% of total assets of June 30, 2002.

Item 3. Controls and Procedures

Greene  County  Bancorp,  Inc.'s  Chief  Executive  Officer and Chief  Financial
Officer have concluded,  based on their  evaluation  within 90 days prior to the
filing  date of this  report,  that Greene  County  Bancorp,  Inc.'s  disclosure
controls and procedures (as defined in Securities  Exchange Act Rules 13a-14 (c)
and  15d-14(  c )) are  effective  to ensure  that  information  required  to be
disclosed in the reports that Greene County Bancorp, Inc. files or submits under
the  Securities  Exchange Act of 1934 is  recorded,  processed,  summarized  and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's rules and forms.  There have been no significant  changes in Greene
County  Bancorp,   Inc.'s   internal   controls  or  other  factors  that  could
significantly  affect these  controls  subsequent  to the date of the  foregoing
evaluation.


<table>
<caption>

<S>      <C>
Item 1.  LegalProceedings Greene County Bancorp, Inc.is not engaged
         in any  material legal proceedings at the present time.

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

Item 3.  Defaults Upon Senior Securities
         Not applicable

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

Item 5.  Other Information
         Not applicable

Item 6.  Exhibits and Reports on Form 8-K
</table>



(a)      Exhibits

     Exhibit  99.1 - Written  Statement  of Chief  Executive  Officer  furnished
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002, 18 U. S.C.  Section
1350.

     Exhibit  99.2 - Written  Statement  of Chief  Financial  Officer  furnished
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  18 U.S.C.  Section
1350.

(b)  No Form 8-K reports were filed during the quarter ended March 31, 2003.





<PAGE>



                                   SIGNATURES



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


Greene County Bancorp, Inc.

Date:  May 15, 2003

By: /s/ J. Bruce Whittaker
__________________________



J. Bruce Whittaker
President and Chief Executive Officer


Date:  May 15, 2003

By: /s/ Michelle Plummer
________________________



Michelle Plummer
Chief Financial Officer and Treasurer




<PAGE>


                    Certification of Chief Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


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

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

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

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

               a) designed  such  disclosure  controls and  procedures to ensure
          that material  information  relating to the registrant,  including its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

               b) evaluated the  effectiveness  of the  registrant's  disclosure
          controls  and  procedures  as of a date  within  90 days  prior to the
          filing date of this quarterly report (the "Evaluation Date"); and

               c) presented in this quarterly  report our  conclusion  about the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

               a) all  significant  deficiencies  in the design or  operation of
          internal  controls  which  could  adversely  affect  the  registrant's
          ability to record,  process,  summarize and report  financial data and
          have identified for the registrant's  auditors any material weaknesses
          in internal controls; and

               b) any fraud,  whether or not material,  that involves management
          or other  employees  who have a significant  role in the  registrant's
          internal controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.



Date:  May 15, 2003                                       /s/ J. Bruce Whittaker
                                                          ______________________

                                           President and Chief Executive Officer




<PAGE>


                    Certification of Chief Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


     I, Michelle Plummer, Chief Financial Officer and Treasurer, 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 quarterly
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
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

               a) designed  such  disclosure  controls and  procedures to ensure
          that material  information  relating to the registrant,  including its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

               b) evaluated the  effectiveness  of the  registrant's  disclosure
          controls  and  procedures  as of a date  within  90 days  prior to the
          filing date of this quarterly report (the "Evaluation Date"); and

               c) presented in this quarterly  report our  conclusion  about the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

               d) all  significant  deficiencies  in the design or  operation of
          internal  controls  which  could  adversely  affect  the  registrant's
          ability to record,  process,  summarize and report  financial data and
          have identified for the registrant's  auditors any material weaknesses
          in internal controls; and

               e) any fraud,  whether or not material,  that involves management
          or other  employees  who have a significant  role in the  registrant's
          internal controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.


Date:  May 15, 2003                                        /s/ Michelle Plummer
                                                           ____________________

                                          Chief Financial Officer and Treasurer



<PAGE>


                                  EXHIBIT 99.1

                   STATEMENT FURNISHED PURSUANT TO SECTION 906
            OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C SECTION 1350

     The undersigned,  J. Bruce Whittaker,  is the President and Chief Executive
     Officer of Greene County Bancorp, Inc. (the "Company").

     This statement is being  furnished in connection  with the filing by Greene
     County Bancorp,  Inc. of Greene County Bancorp,  Inc.'s Quarterly Report on
     Form 10-QSB for the quarter ended March 31, 2003 (the "Report").

     By execution of this statement, I certify that:

               A) the Report fully  complies  with the  requirements  of Section
          13(a) or  15(d)  of the  Securities  Exchange  Act of 1934 (15  U.S.C.
          78m(a) or 78o(d)) and


               B) the information  contained in the Report fairly  presents,  in
          all  material  respects,   the  financial  condition  and  results  of
          operations of Greene County Bancorp,  Inc. 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  U.S.C.  Section  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, 2003                                        /s/ J. Bruce Whittaker
                                                          ______________________
                                                              J. Bruce Whittaker


<PAGE>


                                  EXHIBIT 99.1

                   STATEMENT FURNISHED PURSUANT TO SECTION 906
            OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C SECTION 1350

     The  undersigned,  Michelle  Plummer,  is the Chief  Financial  Officer and
     Treasurer of Greene County Bancorp, Inc. (the "Company").

     This statement is being  furnished in connection  with the filing by Greene
     County Bancorp,  Inc. of Greene County Bancorp,  Inc.'s Quarterly Report on
     Form 10-QSB for the quarter ended March 31, 2003 (the "Report").

     By execution of this statement, I certify that:

               A) the Report fully  complies  with the  requirements  of Section
          13(a) or  15(d)  of the  Securities  Exchange  Act of 1934 (15  U.S.C.
          78m(a) or 78o(d)) and

               B) the information  contained in the Report fairly  presents,  in
          all  material  respects,   the  financial  condition  and  results  of
          operations of Greene County Bancorp,  Inc. 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  U.S.C.  Section  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, 2003                                          /s/ Michelle Plummer
                                                            ____________________
                                                                Michelle Plummer