U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549


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





FORM
10-Q





[x]
QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES AND EXCHANGE ACT OF
1934





FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 2009





OR





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








GREENE
COUNTY BANCORP, INC.





(Exact
Name of Registrant as Specified in its Charter)





Commission
file number0-25165








United
States                                                                                                       _____________14-1809721


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








302 Main Street, Catskill,
New
York                                                                             
      12414


(Address
of principal executive
office)                                                                           (Zip
code)





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





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


Yes:
X                         No:





Indicate
by check mark whether the registrant has submitted electronically and posted
onits corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).


Yes:
X                         No:





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.


Large
accelerated
filer   _____                                                                           Accelerated
filer _____


Non-accelerated
filer     _____                                                                           Smaller
reporting company X


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes:    No: X





As of May
12, 2009, the registrant had 4,305,670 shares of common stock issued at $ 0.10
par value, and 4,105,312 shares were outstanding.





GREENE
      COUNTY BANCORP, INC.INDEXPART
      I.
            FINANCIAL
      INFORMATIONPageItem
      1.
            Financial
      Statements (unaudited)*   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
            8-9*   Notes
      to Consolidated Financial Statements
            9-16Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
            17-29Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            29Item
      4T.
            Controls
      and Procedures
            29PART
      II.
            OTHER
      INFORMATIONItem
      1.
            Legal
      Proceedings
            30Item
      1A.
            Risk
      Factors
            30Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            30Item
      3.
            Defaults
      Upon Senior Securities
            30Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            30Item
      5.
            Other
      Information
            30Item
      6.
            Exhibits
            30Signatures
            31Exhibit
      31.1 302 Certification of Chief Executive Officer
            32Exhibit
      31.2 302 Certification of Chief Financial Officer
            33Exhibit
      32.1 906 Statement of Chief Executive Officer
            34Exhibit
      32.2 906 Statement of Chief Financial Officer
            35








Greene County Bancorp, Inc.


Consolidated
Statements of Financial Condition


As
of March 31, 2009 and June 30, 2008


(Unaudited)


(In
thousands, except share and per share amounts)





ASSETS
            
            March 31, 2009
            
            
            June 30, 2008Cash
      and due from banks
            
            $
            11,281
            
            
            $
            7,297Federal
      funds sold
            
            
            10,159
            
            
            
            1,365Total
      cash and cash equivalents
            
            
            21,440
            
            
            
            8,662Long
      term certificate of deposit
            
            
            1,000
            
            
            
            1,000Securities
      available for sale, at fair value
            
            
            101,822
            
            
            
            96,692Securities
      held to maturity, at amortized cost
            
            
            49,605
            
            
            
            15,457Federal
      Home Loan Bank stock, at cost
            
            
            1,341
            
            
            
            1,386Loans
            
            
            267,388
            
            
            
            240,146Allowance
      for loan losses
            
            
            (3,280
            )
            
            
            (1,888
            )Unearned
      origination fees and costs, net
            
            
            330
            
            
            
            182Net
      loans receivable
            
            
            264,438
            
            
            
            238,440Premises
      and equipment
            
            
            15,604
            
            
            
            15,108Accrued
      interest receivable
            
            
            2,610
            
            
            
            2,139Prepaid
      expenses and other assets
            
            
            627
            
            
            
            724Foreclosed
      real estate
            
            
            100
            
            
            
            ---Total
      assets
            
            $
            458,587
            
            
            $
            379,608LIABILITIES
      AND SHAREHOLDERS’ EQUITYNoninterest
      bearing deposits
            
            $
            36,704
            
            
            $
            41,798Interest
      bearing deposits
            
            
            361,426
            
            
            
            279,633Total
      deposits
            
            
            398,130
            
            
            
            321,431Borrowings
      from FHLB, short term
            
            
            ---
            
            
            
            1,000Borrowings
      from FHLB, long term
            
            
            19,000
            
            
            
            19,000Accrued
      expenses and other liabilities
            
            
            2,363
            
            
            
            1,910Total
      liabilities
            
            
            419,493
            
            
            
            343,341SHAREHOLDERS’
      EQUITYPreferred
      stock,Authorized
      1,000,000 shares; none issued
            
            
            ---
            
            
            
            ---Common
      stock, par value $.10 per share;Authorized:12,000,000
      sharesIssued:
      4,305,670 sharesOutstanding:  4,105,312
      shares at March 31, 2009and
      4,095,528 shares at June 30, 2008;
            
            
            431
            
            
            
            431Additional
      paid-in capital
            
            
            10,453
            
            
            
            10,267Retained
      earnings
            
            
            29,263
            
            
            
            27,183Accumulated
      other comprehensive income (loss)
            
            
            459
            
            
            
            (9
            )Treasury
      stock, at cost 200,358 shares at March 31,2009,
      and 210,142 shares at June 30, 2008
            
            
            (1,512
            )
            
            
            (1,586
            )Unearned
      ESOP shares, at cost
            
            
            ---
            
            
            
            (19
            )Total
      shareholders’ equity
            
            
            39,094
            
            
            
            36,267Total
      liabilities and shareholders’ equity
            
            $
            458,587
            
            
            $
            379,608See
      notes to consolidated financial statements.








Greene County Bancorp, Inc.


Consolidated
Statements of Income


For
the Nine Months Ended March 31, 2009 and 2008


(Unaudited)


(In
thousands, except share and per share amounts)


2009
            
            
            2008Interest
      income:Loans
            
            
            $
            12,101
            
            
            $
            10,922Investment
      securities – taxable
            
            
            
            1,170
            
            
            
            916Mortgage-backed
      securities
            
            
            
            2,843
            
            
            
            1,416Tax
      exempt securities
            
            
            
            669
            
            
            
            804Interest
      bearing deposits and federal funds sold
            
            
            
            41
            
            
            
            341Total
      interest income
            
            
            
            16,824
            
            
            
            14,399Interest
      expense:Interest
      on deposits
            
            
            
            4,681
            
            
            
            5,420Interest
      on borrowings
            
            
            
            503
            
            
            
            237Total
      interest expense
            
            
            
            5,184
            
            
            
            5,657Net
      interest income
            
            
            
            11,640
            
            
            
            8,742Provision
      for loan losses
            
            
            
            1,764
            
            
            
            449Net
      interest income after provision for loan losses
            
            
            
            9,876
            
            
            
            8,293Noninterest
      income:Service
      charges on deposit accounts
            
            
            
            2,194
            
            
            
            2,006Debit
      card fees
            
            
            
            660
            
            
            
            581Investment
      services
            
            
            
            180
            
            
            
            255E-commerce
      fees
            
            
            
            181
            
            
            
            207Net
      loss on sale of available-for-sale securities
            
            
            
            (15
            )
            
            
            ---Write
      down for impairment of available-for-sale security
            
            
            
            (221
            )
            
            
            ---Sale
      of merchant bank card processing
            
            
            
            1,650
            
            
            
            ---Other
      operating income
            
            
            
            306
            
            
            
            354Total
      noninterest income
            
            
            
            4,935
            
            
            
            3,403Noninterest
      expense:Salaries
      and employee benefits
            
            
            
            5,527
            
            
            
            4,776Occupancy
      expense
            
            
            
            858
            
            
            
            725Equipment
      and furniture expense
            
            
            
            499
            
            
            
            631Service
      and data processing fees
            
            
            
            1,000
            
            
            
            821Computer
      supplies and support
            
            
            
            222
            
            
            
            237Advertising
      and promotion
            
            
            
            271
            
            
            
            241Other
            
            
            
            1,623
            
            
            
            1,605Total
      noninterest expense
            
            
            
            10,000
            
            
            
            9,036Income
      before provision for income taxes
            
            
            
            4,811
            
            
            
            2,660Provision
      for income taxes
            
            
            
            1,814
            
            
            
            781Net
      income
            
            
            $
            2,997
            
            
            $
            1,879Basic
      EPS
            
            
            $
            0.73
            
            
            $
            0.45Basic
      shares outstanding
            
            
            
            4,100,072
            
            
            
            4,131,089Diluted
      EPS
            
            
            $
            0.73
            
            
            $
            0.45Diluted
      average shares outstanding
            
            
            
            4,119,973
            
            
            
            4,171,626Dividends
      per share
            
            
            $
            0.51
            
            
            $
            0.54See
      notes to consolidated financial statements.





Greene
County Bancorp, Inc.


Consolidated
Statements of Income


For
the Three Months Ended March 31, 2009 and 2008


(Unaudited)


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


2009
            
            
            2008Interest
      income:Loans
            
            
            $
            4,112
            
            
            $
            3,708Investment
      securities – taxable
            
            
            
            371
            
            
            
            412Mortgage-backed
      securities
            
            
            
            978
            
            
            
            548Tax
      exempt securities
            
            
            
            214
            
            
            
            265Interest
      bearing deposits and federal funds sold
            
            
            
            11
            
            
            
            85Total
      interest income
            
            
            
            5,686
            
            
            
            5,018Interest
      expense:Interest
      on deposits
            
            
            
            1,581
            
            
            
            1,694Interest
      on borrowings
            
            
            
            161
            
            
            
            144Total
      interest expense
            
            
            
            1,742
            
            
            
            1,838Net
      interest income
            
            
            
            3,944
            
            
            
            3,180Provision
      for loan losses
            
            
            
            1,151
            
            
            
            171Net
      interest income after provision for loan losses
            
            
            
            2,793
            
            
            
            3,009Noninterest
      income:Service
      charges on deposit accounts
            
            
            
            632
            
            
            
            679Debit
      card fees
            
            
            
            208
            
            
            
            194Investment
      services
            
            
            
            46
            
            
            
            68E-commerce
      fees
            
            
            
            51
            
            
            
            78Net
      loss on sale of available-for-sale securities
            
            
            
            (3
            )
            
            
            ---Sale
      of merchant bank card processing
            
            
            
            1,650
            
            
            
            ---Other
      operating income
            
            
            
            122
            
            
            
            128Total
      noninterest income
            
            
            
            2,706
            
            
            
            1,147Noninterest
      expense:Salaries
      and employee benefits
            
            
            
            1,792
            
            
            
            1,668Occupancy
      expense
            
            
            
            307
            
            
            
            267Equipment
      and furniture expense
            
            
            
            157
            
            
            
            207Service
      and data processing fees
            
            
            
            368
            
            
            
            296Computer
      supplies and support
            
            
            
            67
            
            
            
            79Advertising
      and promotion
            
            
            
            127
            
            
            
            103Other
            
            
            
            669
            
            
            
            562Total
      noninterest expense
            
            
            
            3,487
            
            
            
            3,182Income
      before provision for income taxes
            
            
            
            2,012
            
            
            
            974Provision
      for income taxes
            
            
            
            856
            
            
            
            290Net
      income
            
            
            $
            1,156
            
            
            $
            684Basic
      EPS
            
            
            $
            0.28
            
            
            $
            0.17Basic
      shares outstanding
            
            
            
            4,104,119
            
            
            
            4,118,958Diluted
      EPS
            
            
            $
            0.28
            
            
            $
            0.16Diluted
      average shares outstanding
            
            
            
            4,121,186
            
            
            
            4,149,745Dividends
      per share
            
            
            $
            0.17
            
            
            $
            0.15See
      notes to consolidated financial statements.





Greene County Bancorp, Inc.


Consolidated
Statements of Comprehensive Income


For
the Nine Months Ended March 31, 2009 and 2008


(Unaudited)


(In
thousands)


2009
            
            
            2008Net
      income
            
            
            $
            2,997
            
            
            $
            1,879Other
      comprehensive income:Unrealized
      holding gain arising during the nine monthsended
      March 31, 2009 and 2008, net of incometax
      expense of $195 and $841, respectively.
            
            
            
            310
            
            
            
            1,328Accretion
      of unrealized loss on securities transferred to
      held-to-maturitynet
      of income tax of $9, and $0
            
            
            
            14
            
            
            
            ---Reclassification
      adjustment for loss on sale of available-for-sale
    securitiesrealized
      in net income net of income taxes of $6, and $0,
    respectively
            
            
            
            9
            
            
            
            ---Reclassification
      adjustment for impairment write-down on available-for-salesecurities
      realized in net income net of income taxes of $86, and $0,respectively.
            
            
            
            135
            
            
            
            ---Total
      other comprehensive income
            
            
            
            468
            
            
            
            1,328Comprehensive
      income
            
            
            $
            3,465
            
            
            $
            3,207


Greene
County Bancorp, Inc.


Consolidated
Statements of Comprehensive Income


For
the Three Months Ended March 31, 2009 and 2008


(Unaudited)


(In
thousands)


2009
            
            
            2008Net
      income
            
            
            $
            1,156
            
            
            $
            684Other
      comprehensive income:Unrealized
      holding gain arising during the three months ended March
    31,2009
      and 2008, net of income tax expense of $53 and $281,
      respectively
            
            
            
            84
            
            
            
            451Accretion
      of unrealized loss on securities transferred to
      held-to-maturitynet
      of income tax of $7, and $0
            
            
            
            11
            
            
            
            ---Reclassification
      adjustment for loss on sale of available-for-sale
    securitiesrealized
      in net income net of income taxes of $1, and $0,
    respectively
            
            
            
            2
            
            
            
            ---Total
      other comprehensive income
            
            
            
            97
            
            
            
            451Comprehensive
      income
            
            
            $
            1,253
            
            
            $
            1,135


See
notes to consolidated financial statements.








Greene County Bancorp, Inc.


Consolidated
Statements of Changes in Shareholders’ Equity


For
the Nine Months Ended March 31, 2009 and 2008


(Unaudited)


(Dollars
in thousands)








AccumulatedAdditional
            
            Other
            
            Unearned
            TotalCapital
            Paid
      – In
            Retained
            Comprehensive
            Treasury
            ESOP
            Shareholders’Stock
            Capital
            Earnings
            Income
            Stock
            Shares
            Equity(loss)Balance
      atJune
      30, 2007
            $431
            $10,319
            $25,962
            ($400)
            ($828)
            ($69)
            $35,415ESOP
      shares earned
            
            72
            
            
            
            40
            112Options
      exercised
            
            (9)
            
            
            31
            
            22Options
      surrendered
            
            (215)
            
            
            
            
            (215)Tax
      effect, Options
            
            86
            
            
            
            
            86Shares
      repurchased
            
            
            
            
            (583)
            
            (583)Dividends
      declared
            
            
            (995)
            
            
            
            (995)Net
      income
            
            
            1,879
            
            
            
            1,879Adoption
      of FIN 48
            
            
            (218)
            
            
            
            (218)Unrealized
      gain on securities,  net
            
            
            
            1,328
            
            
            1,328Balance
      atMarch
      31, 2008
            $431
            $10,253
            $26,628
            $928
            ($1,380)
            ($29)
            $36,831Balance
      atJune
      30, 2008
            $431
            $10,267
            $27,183
            ($9)
            ($1,586)
            ($19)
            $36,267ESOP
      shares earned
            
            44
            
            
            
            19
            63Options
      exercised
            
            (35)
            
            
            74
            
            39Tax
      effect, Options
            
            28
            
            
            
            
            28Stock
      based compensation
            
            149
            
            
            
            
            149Dividends
      declared
            
            
            (917)
            
            
            
            (917)Net
      income
            
            
            2,997
            
            
            
            2,997Unrealized
      gain on securities,  net
            
            
            
            468
            
            
            468Balance
      atMarch
      31, 2009
            $431
            $10,453
            $29,263
            $459
            ($1,512)
            --
            $39,094





See
notes to consolidated financial statements.





Greene County Bancorp, Inc.


Consolidated
Statements of Cash Flows


For
the Nine Months Ended March 31, 2009 and 2008


(Unaudited)


(In
      thousands)
            
            2009
            
            
            2008Cash
      flows from operating activities:Net
      Income
            
            $
            2,997
            
            
            $
            1,879Adjustments
      to reconcile net income to cash provided by operating
      activities:Depreciation
            
            
            652
            
            
            
            766Net
      amortization of premiums and discounts
            
            
            187
            
            
            
            41Net
      amortization of deferred loan costs and fees
            
            
            116
            
            
            
            56Provision
      for loan losses
            
            
            1,764
            
            
            
            449ESOP
      compensation earned
            
            
            63
            
            
            
            112Stock
      option compensation
            
            
            149
            
            
            
            ---Write-down
      of impairment of available-for-sale securities
            
            
            221
            
            
            
            ---Net
      loss on sale of available-for-sale securities
            
            
            15
            
            
            
            ---Gain
      on sale of merchant bank card processing
            
            
            (1,650
            )
            
            
            ---Excess
      tax benefit from share-based payment arrangements
            
            
            (28
            )
            
            
            (86
            )Net
      decrease in accrued income taxes
            
            
            (41
            )
            
            
            (118
            )Net
      increase in accrued interest receivable
            
            
            (471
            )
            
            
            (190
            )Net
      increase in prepaid and other assets
            
            
            (97
            )
            
            
            (15
            )Net
      increase (decrease) in other liabilities
            
            
            421
            
            
            
            (2
            )Net
      cash provided by operating activities
            
            
            4,298
            
            
            
            2,892Cash
      flows from investing activities:Available for sale
      securities:Proceeds
      from maturities and calls of securities
            
            
            14,440
            
            
            
            13,282Proceeds
      from sale of securities
            
            
            5,522
            
            
            
            ---Purchases
      of securities
            
            
            (54,978
            )
            
            
            (37,869
            )Principal
      payments on securities
            
            
            6,812
            
            
            
            7,015Held to maturity
      securities:Proceeds
      from maturities and calls of securities
            
            
            2,118
            
            
            
            211Purchases
      of securities and other investments
            
            
            (15,435
            )
            
            
            (710
            )Principal
      payments on securities
            
            
            2,583
            
            
            
            281Net
      redemption (purchase) of Federal Home Loan Bank Stock
            
            
            45
            
            
            
            (630
            )Net
      increase in loans receivable
            
            
            (27,978
            )
            
            
            (22,060
            )Proceeds
      from sale of merchant bank card processing
            
            
            1,650
            
            
            
            ---Purchases
      of premises and equipment
            
            
            (1,148
            )
            
            
            (2,258
            )Net
      cash used in investing activities
            
            
            (66,369
            )
            
            
            (42,738
            )Cash
      flows from financing activities:Net
      decrease in short-term FHLB advances
            
            
            (1,000
            )
            
            
            ---Proceeds
      of long-term FHLB borrowings
            
            
            ---
            
            
            
            14,000Dividends
      paid
            
            
            (917
            )
            
            
            (995
            )Proceeds
      from exercise of stock options
            
            
            39
            
            
            
            22Payment
      for stock options surrendered
            
            
            ---
            
            
            
            (215
            )Excess
      tax benefit from stock based compensation
            
            
            28
            
            
            
            86Purchase
      of treasury stock
            
            
            ---
            
            
            
            (583
            )Net
      increase in deposits
            
            
            76,699
            
            
            
            37,891Net
      cash provided by financing activities
            
            
            74,849
            
            
            
            50,206Net
      increase in cash and cash equivalents
            
            
            12,778
            
            
            
            10,360Cash
      and cash equivalents at beginning of period
            
            
            8,662
            
            
            
            14,026Cash
      and cash equivalents at end of period
            
            $
            21,440
            
            
            $
            24,386Non-cash
      investing activities:Loans
      transferred to foreclosed real estate
            
            $
            100
            
            
            $
            ---Reclassification
      of available-for-sale securities to held-to-maturity
      securities
            
            
            23,754
            
            
            
            16,535See
      notes to consolidated financial statements.





Greene County Bancorp, Inc.


Notes
to Consolidated Financial Statements


As
of and for the Nine Months and Three Months Ended March 31, 2009 and
2008








(1)  Basis
of Presentation





The
accompanying consolidated balance sheet information as of June 30, 2008 was
derived from the audited consolidated financial statements of Greene County
Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, The Bank of
Greene County (the “Bank”) and the Bank’s wholly owned subsidiary, Greene County
Commercial Bank.  The consolidated financial statements at and for the
three and nine months ended March 31, 2009 and 2008 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-Q and Article 8 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, 2008, such information and
footnotes have not been duplicated herein.  In the opinion of
management, all adjustments (consisting of only normal recurring items)
necessary for a fair presentation of the financial position and results of
operations and cash flows at and for the periods presented have been
included.   Amounts in the prior year’s consolidated financial
statements have been reclassified whenever necessary to conform to the current
year’s presentation.  These reclassifications had no effect on net
income or retained earnings as previously reported.  All material
inter-company accounts and transactions have been eliminated in the
consolidation. The results of operations and other data for the three and nine
month periods ended March 31, 2009 are not necessarily indicative of results
that may be expected for the entire fiscal year ending June 30,
2009.








CRITICAL
ACCOUNTING POLICIES





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





Statement
of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain
Investments in Debt and Equity Securities,” and Staff Accounting Bulletin 59,
“Noncurrent Marketable Equity Securities,” require companies to perform periodic
reviews of individual securities in their investment portfolios to determine
whether decline in the value of a security is other than
temporary.  Greene County Bancorp, Inc. makes an assessment to
determine whether there have been any events or economic circumstances to
indicate that a security on which there is an unrealized loss is impaired on an
other-than-temporary basis.  The Company considers many factors
including the severity and duration of the impairment; the intent and ability of
the Company to hold the security for a period of time sufficient for a recovery
in value; recent events specific to the issuer or industry; and for debt
securities, external credit ratings and recent downgrades.  Securities
on which there is an unrealized loss that is deemed to be other-than-temporary
are written down to fair value with the write-down recorded as a realized
loss.




(2)  Nature
of Operations





Greene
County Bancorp, Inc.’s primary business is the ownership and operation of its
subsidiaries.  The Bank of Greene County has eleven full-service
offices and an operations center located in its market area consisting of Greene
County, Columbia County and southern Albany County, New
York.    The Bank of Greene County is primarily engaged in
the business of attracting deposits from the general public in The Bank of
Greene County’s market area, and investing such deposits, together with other
sources of funds, in loans and investment securities.  Greene County
Commercial Bank’s primary business is to attract deposits from and provide
banking services to local municipalities.




(3)  Use
of Estimates





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





While
management uses available information to recognize losses on loans, future
additions to the allowance for loan losses (the “Allowance”) may be necessary
based on changes in economic conditions, asset quality or other
factors.  In addition, various regulatory authorities, as an integral
part of their examination process, periodically review our
Allowance.  Such authorities may require us to recognize additions to
the Allowance based on their judgments of information available to them at the
time of their examination.





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




(4)  Fair
Value Measurements and Fair Value of Financial Instruments







SFAS 157,
“Fair Value Measurement”, established a fair value hierarchy that prioritized
the inputs to valuation techniques used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (level 1 measurements) and the lowest priority
to unobservable inputs (level 3 measurements). The three levels of the fair
value hierarchy under SFAS 157 are as follows:




Level 1:
Unadjusted quoted prices in active markets that are accessible at the
measurement date for identical, unrestricted assets or liabilities.




Level 2:
Quoted prices in markets that are not active, or inputs that are observable
either directly or indirectly, for substantially the full term of the asset or
liability.




Level 3:
Prices or valuation techniques that require inputs that are both significant to
the fair value measurement and unobservable (i.e., supported with little or no
market activity).




An asset
or liability’s level within the fair value hierarchy is based on the lowest
level of input that is significant to the fair value measurement.












For
assets measured at fair value on a recurring basis, the fair value measurements
by level within the fair value hierarchy used are as follows:




Fair
      Value Measurements UsingQuoted
      Prices
            Significant
            SignificantIn
      Active Markets
            Other
      Observable
            UnobservableFor
      Identical Assets
            Inputs
            Inputs(In
      thousands)
            March
      31, 2009
            (Level
      1)
            (Level
      2)
            (Level
      3)Assets:Securities
      available-for-sale
            $101,822
            $57,079
            $44,743
            $---





Certain
investments that are actively traded and have quoted market prices have been
classified as Level 1 valuations.  Other available-for-sale investment
securities have been valued by reference to prices for similar securities or
through model-based techniques in which all significant inputs are observable
and, therefore, such valuations have been classified as Level 2.





In
addition to disclosures of the fair value of assets on a recurring basis, SFAS
157 requires disclosures for assets and liabilities measured at fair value on a
nonrecurring basis, such as impaired assets, in the period in which a
re-measurement at fair value is performed.     Loans
are generally not recorded at fair value on a recurring basis. Periodically, the
Company records nonrecurring adjustments to the carrying value of loans based on
fair value measurements for partial charge-offs of the uncollectible portions of
those loans. Nonrecurring adjustments also include certain impairment amounts
for collateral-dependent loans calculated in accordance with SFAS No. 114,
“Accounting by Creditors for Impairment of a Loan,” when establishing the
allowance for credit losses. Such amounts are generally based on the fair value
of the underlying collateral supporting the loan and, as a result, the carrying
value of the loan less the calculated valuation amount does not necessarily
represent the fair value of the loan. Real estate collateral is typically valued
using independent appraisals or other indications of value based on recent
comparable sales of similar properties or assumptions generally observable in
the marketplace and the related nonrecurring fair value measurement adjustments
have generally been classified as Level 2. Estimates of fair value used for
other collateral supporting commercial loans generally are based on assumptions
not observable in the marketplace and therefore such valuations have been
classified as Level 3.  At March 31, 2009, loans subject to
nonrecurring fair value measurement had a gross carrying amount of $125,000 and
a fair value of $75,000 with an associated valuation allowance
of $50,000.  These loans were classified as a Level 3
valuation.  Changes in fair value for the quarter and nine months
ended March 31, 2009 was a decrease of $1,000 and $2,000, respectively,
primarily the result of principal repayments.




(5)  Earnings
Per Share





Basic
earnings per share (“EPS”) is computed by dividing net income by the weighted
average number of common shares outstanding during the
period.  Diluted earnings per share is computed in a manner similar to
that of basic earnings per share except that the weighted-average number of
common shares outstanding is increased to include the number of incremental
common shares that would have been outstanding under the treasury stock method
if all potentially dilutive common shares (such as stock options and unvested
restricted stock) issued became vested during the period.  Unallocated
common shares held by the ESOP are not included in the weighted-average number
of common shares outstanding for either the basic or diluted earnings per share
calculations.








Net
      Income
            Weighted
      Average Number of Shares
              Outstanding
            Earnings
      Per ShareNine
      months EndedMarch
      31, 2009:
            $2,997,000Basic
            
            4,100,072
            $0.73Effect
      of dilutive stock options
            
            19,901
            (0.00)Diluted
            
            4,119,973
            $0.73March
      31, 2008:
            $1,879,000Basic
            
            4,131,089
            $0.45Effect
      of dilutive stock options
            
            40,537
            (0.00)Diluted
            
            4,171,626
            $0.45Net
      Income
            Weighted
      Average Number of Shares
              Outstanding
            Earnings
      Per ShareThree
      Months EndedMarch
      31, 2009:
            $1,156,000Basic
            
            4,104,119
            $0.28Effect
      of dilutive stock options
            
            17,067
            (0.00)Diluted
            
            4,121,186
            $0.28March
      31, 2008:
            $684,000Basic
            
            4,118,958
            $0.17Effect
      of dilutive stock options
            
            30,787
            (0.01)Diluted
            
            4,149,745
            $0.16




(6)  Dividends





On
January 20, 2009, the Board of Directors declared a quarterly dividend of $0.17
per share on Greene County Bancorp, Inc.’s common stock.  The dividend
reflects an annual cash dividend rate of $0.68 per share, and was the same as
the dividend declared during the previous quarter.  The dividend was
payable to stockholders of record as of February 13, 2009, and was paid on March
2, 2009.  It should be noted that Greene County Bancorp, Inc.’s mutual
holding company continues to waive receipt of dividends on the 2,304,632 shares
of Company stock it owns.





(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
generally accepted accounting principles in the United States of America, which
require the measurement of financial position and operating results in terms of
historical dollars without considering the change in the relative purchasing
power of money over time and due to inflation.  The impact of
inflation is reflected in the increased cost of Greene County Bancorp, Inc.’s
operations.  Unlike most industrial companies, nearly all the assets
and liabilities of Greene County Bancorp, Inc. are monetary.  As a
result, interest rates have a greater impact on Greene County Bancorp, Inc.’s
performance than do the effects of general levels of
inflation.  Interest rates do not necessarily move in the same
direction or to the same extent as the price of goods and services.





(8)     Impact
of Recent Accounting Pronouncements





In April
2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instruments(FSP FAS 107-1 and APB 28-1).  FSP FAS
107-1 and APB 28-1 amends FASB Statement No. 107, Disclosures about Fair Value of
Financial Instruments, to require disclosures about fair value of
financial instruments for interim reporting periods of publicly traded companies
as well as in annual financial statements. This FSP also amends APB Opinion
No. 28, Interim Financial
Reporting, to require those disclosures in summarized financial
information at interim reporting periods.





This FSP
is effective for interim and annual reporting periods ending after June 15,
2009, with early adoption permitted for periods ending after March 15,
2009.  An entity early adopting FSP FAS 107-1 and APB 28-1 must also
early adopt FSP FAS 157-4,Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderlyand FSP FAS
115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments.The Company is
currently reviewing the effect this new pronouncement will have on its
consolidated financial statements.





In April
2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments(FSP FAS 115-2 and FAS
124-2).   FSP FAS 115-2 and FAS 124-2 clarifies the interaction
of the factors that should be considered when determining whether a debt
security is other-than-temporarily impaired. For debt securities, management
must assess whether (a) it has the intent to sell the security and
(b) it is more likely than not that it will be required to sell the
security prior to its anticipated recovery. These steps are done before
assessing whether the entity will recover the cost basis of the investment.
Previously, this assessment required management to assert it has both the intent
and the ability to hold a security for a period of time sufficient to allow for
an anticipated recovery in fair value to avoid recognizing an
other-than-temporary impairment. This change does not affect the need to
forecast recovery of the value of the security through either cash flows or
market price.





In
instances when a determination is made that an other-than-temporary impairment
exists but the investor does not intend to sell the debt security and it is not
more likely than not that it will be required to sell the debt security prior to
its anticipated recovery, FSP FAS 115-2 and FAS 124-2 changes the presentation
and amount of the other-than-temporary impairment recognized in the income
statement. The other-than-temporary impairment is separated into (a) the
amount of the total other-than-temporary impairment related to a decrease in
cash flows expected to be collected from the debt security (the credit loss) and
(b) the amount of the total other-than-temporary impairment related to all
other factors. The amount of the total other-than-temporary impairment related
to the credit loss is recognized in earnings. The amount of the total
other-than-temporary impairment related to all other factors is recognized in
other comprehensive income.





This FSP
is effective for interim and annual reporting periods ending after June 15,
2009, with early adoption permitted for periods ending after March 15,
2009.  An entity early adopting FSP FAS 115-2 and FAS 124-2 must also
early adopt FSP FAS 157-4,Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not
Orderly.  The Company is currently reviewing the effect this
new pronouncement will have on its consolidated financial
statements.





In
December 2007, the FASB issued statement No. 141 (R) “Business Combinations”.
This Statement establishes principles and requirements for how the acquirer of a
business recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree. The Statement also provides guidance for recognizing and measuring the
goodwill acquired in the business combination and determines what information to
disclose to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. The guidance will become
effective as of the beginning of a company’s fiscal year beginning after
December 15, 2008. The new guidance will impact the Company’s accounting for
business combinations completed beginning July 1, 2009.





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





In
October 2008, the FASB issued FSP SFAS No. 157-3,“Determining the Fair Value
of a Financial Asset When The Market for That Asset Is Not
Active”  (FSP 157-3), to clarify the application of the
provisions of SFAS 157 in an inactive market and how an entity would
determine fair value in an inactive market.  The application of the
provisions of FSP 157-3 did not have an impact on our results of operations
or financial condition.





In April
2009, the Financial Accounting Standards Board (FASB) issued FASB Staff
Position (FSP) No. FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are NotOrderly(FSP FAS
157-4).  FASB Statement 157, Fair Value Measurements,
defines fair value as the price that would be received to sell the asset or
transfer the liability in an orderly transaction (that is, not a forced
liquidation or distressed sale) between market participants at the measurement
date under current market conditions. FSP FAS 157-4 provides additional guidance
on determining when the volume and level of activity for the asset or liability
has significantly decreased. The FSP also includes guidance on identifying
circumstances when a transaction may not be considered orderly.





FSP FAS
157-4 provides a list of factors that a reporting entity should evaluate to
determine whether there has been a significant decrease in the volume and level
of activity for the asset or liability in relation to normal market activity for
the asset or liability. When the reporting entity concludes there has been a
significant decrease in the volume and level of activity for the asset or
liability, further analysis of the information from that market is needed and
significant adjustments to the related prices may be necessary to estimate fair
value in accordance with Statement 157.





This FSP
clarifies that when there has been a significant decrease in the volume and
level of activity for the asset or liability, some transactions may not be
orderly. In those situations, the entity must evaluate the weight of the
evidence to determine whether the transaction is orderly. The FSP provides a
list of circumstances that may indicate that a transaction is not orderly. A
transaction price that is not associated with an orderly transaction is given
little, if any, weight when estimating fair value.





This FSP
is effective for interim and annual reporting periods ending after June 15,
2009, with early adoption permitted for periods ending after March 15,
2009.  An entity early adopting FSP FAS 157-4 must also early adopt
FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments.  The Company is currently
reviewing the effect this new pronouncement will have on its consolidated
financial statements.





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





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  This Statement identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements.  This Statement is effective 60
days following the SEC’s approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity
with Generally Accepted Accounting Principles.”  The Company believes
that this new pronouncement will not have a material impact on the Company’s
consolidated financial statements.




In
January 2009, the FASB issued FSP EITF 99-20-1, “Amendments to the Impairment of
Guidance of EITF Issue No. 99-20” (FSP EITF 99-20-1). FSP EITF 99-20-1 amends
the impairment guidance in EITF Issue No. 99-20, “Recognition of Interest Income
and Impairment on Purchased Beneficial Interests and Beneficial Interests That
Continue to Be Held by a Transferor in Securitized Financial Assets”, to achieve
more consistent determination of whether an other-than-temporary impairment has
occurred. FSP EITF 99-20-1 also retains and emphasizes the objective of an
other-than-temporary impairment assessment and the related disclosure
requirements in SFAS No. 115, “Accounting for Certain Investments in Debt and
Equity Securities”, and other related guidance. FSP EITF 99-20-1 is effective
for interim and annual reporting periods ending after December 15, 2008. This
new pronouncement did not impact consolidated financial statements.







In June
2008, the FASB issued FASB Staff Position (FSP) EITF 03-6-1, “Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities.”  This FSP clarifies that all outstanding
unvested share-based payment awards that contain rights to nonforfeitable
dividends participate in undistributed earnings with common
shareholders.  Awards of this nature are considered participating
securities and the two-class method of computing basic and diluted earnings per
share must be applied.  This FSP is effective for fiscal years
beginning after December 15, 2008.  The Company is currently
evaluating the potential impact the new pronouncement will have on its
consolidated financial statements.




In
November 2008, the SEC released a proposed roadmap regarding the potential use
by U.S. issuers of financial statements prepared in accordance with
International Financial Reporting Standards (IFRS). IFRS is a comprehensive
series of accounting standards published by the International Accounting
Standards Board (“IASB”). Under the proposed roadmap, the Company may be
required to prepare financial statements in accordance with IFRS as early as
2014. The SEC will make a determination in 2011 regarding the mandatory adoption
of IFRS. The Company is currently assessing the impact that this potential
change would have on its consolidated financial statements, and it will continue
to monitor the development of the potential implementation of IFRS.





(9)     
Stock-Based Compensation





At March
31, 2009, Greene County Bancorp, Inc. had three stock-based compensation plans,
two of which are described more fully in Note 9 of the consolidated financial
statements and notes thereto for the year ended June 30, 2008.  A new
stock-based compensation plan (the “Option Plan”) was approved by shareholders
on July 29, 2008 which allows the Company to issue up to 180,000 options and
stock appreciation rights.  On August 19, 2008, the Board of Directors
granted 164,500 options and stock appreciation rights (in tandem) to buy stock
under the Option Plan at an exercise price of $12.50, the fair value of the
stock on that date.  These options have a 10-year term and vest over a
minimum of a three year period which is contingent upon meeting specific
earnings performance goals. The fair value of each share option grant under the
Option Plan was estimated on the date of grant to be $4.06 using the
Black-Scholes option pricing model and assumes that performance goals will be
achieved.   If such goals are not met, no compensation cost will
be recognized and any recognized compensation cost will be
reversed.   The assumptions used in the Black-Scholes option
pricing model as of the grant date were as follows:





Weighted
      average risk-free interest rate
            3.23%Weighted
      average expected term
            6.5
      yearsWeighted
      average expected volatility
            59.57%Weighted
      average expected dividend yield
            6.72%





The
Company recognized $56,000 and $149,000 in compensation costs and related income
tax benefit of $12,000 and $22,000 related to the Option Plan for the quarter
and nine months ended March 31, 2009, respectively.  There was no
stock-based compensation expense recorded during the quarter or nine months
ended March 31, 2008.   At March 31, 2009, there was $519,800 of
total unrecognized compensation cost related to non-vested share-based
compensation arrangements granted.  That cost is expected to be
recognized over a weighted-average period of 2.25 years.





A summary
of the Company’s stock option activity and related information for its option
plans for the nine months ended March 31, 2009 and 2008 is as
follows:





2009
            
            2008Weighted
      Average
            
            
            
            Weighted
      AverageExercise
            
            
            
            ExercisePrice
            
            
            
            PriceShares
            
            Per
      Share
            
            Shares
            
            Per
      ShareOutstanding
      at beginning of year
            41,944
            
            $5.00
            
            72,664
            
            $4.55Options
      granted
            164,500
            
            $12.50
            
            ---
            
            ---Exercised
            (9,784)
            
            $3.94
            
            (5,580)
            
            $3.94Surrendered
            ---
            
            ---
            
            (23,780)
            
            $3.94Forfeited
            ---
            
            ---
            
            ---
            
            ---Outstanding
      at period end
            196,660
            
            $11.33
            
            43,304
            
            $4.97Exercisable
      at period end
            32,160
            
            $5.33
            
            43,304
            
            $4.97








The
following table presents stock options outstanding and exercisable at March 31,
2009:





Options
      Outstanding and ExercisableRange
      of Exercise Prices
            Number
      Outstanding
            Weighted
      Average Remaining Contractual Life
            Weighted
      Average Exercise Price$3.94
            23,660
            1.00
            $3.94$9.20
            8,500
            3.00
            $9.20$3.94-$9.20
            32,160
            1.50
            $5.33





The total
intrinsic value of the options exercised during the three and nine months ended
March 31, 2009 was approximately $15,000 and $75,000,
respectively.  There were no stock options granted during the nine
months ended March 31, 2008.  The Company had 164,500 non-vested
options outstanding at March 31, 2009 and no non-vested options outstanding at
or during the quarter ended March 31, 2008.





(10)   
 Stock Repurchase Program





On August
22, 2007, the Board of Directors authorized a stock repurchase program pursuant
to which the Company intends to repurchase up to 5% of its outstanding shares
(excluding shares held by Greene County Bancorp, MHC, the Company’s mutual
holding company), or up to 92,346 shares.  As of March 31, 2009, the
Company had repurchased 62,478 shares pursuant to this program at an average
cost of $12.79 per share.





(11)    
Subsequent Event





On April
21, 2009, the Board of Directors declared a quarterly cash dividend of $0.17 per
share of Greene County Bancorp, Inc. common stock.  The dividend
reflected an annual cash dividend rate of $0.68 cents per share, was unchanged
from the dividend declared during the previous quarter.  The dividend
will be payable to stockholders of record as of May 15, 2009, and will be paid
on June 1, 2009.  It should be noted that Greene County Bancorp,
Inc.’s mutual holding company continued to waive receipt of dividends on the
2,304,632 shares of Company common stock it owns for the current
period.





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





Overview
of the Company’s Activities and Risks





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





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





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





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





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





Special
Note Regarding Forward Looking Statements





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


(a)
            changes
      in general market interest rates,


(b)
            general
      economic conditions,


(c)
            legislative
      and regulatory changes,


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


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


(f)
            deposit
      flows,


(g)
            competition,
      and


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





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





Comparison
of Financial Condition as of March 31, 2009 and June 30, 2008





ASSETS





Total
assets of the Company were $458.6 million at March 31, 2009 as compared to
$379.6 million at June 30, 2008, an increase of $79.0 million, or
20.8%.  Securities classified as both available-for-sale and
held-to-maturity amounted to $151.4 million, or 33.0% of assets, at March 31,
2009 as compared to $112.1 million, or 29.5% of assets, at June 30, 2008, an
increase of $39.3 million or 35.1%.   Securities purchases,
including both available-for-sale and held-to-maturity, totaled $70.4 million
between June 30, 2008 and March 31, 2009.  These activities were
partially offset by principal pay-downs and maturities of $25.9 million and
sales of $5.5 million over the same time frame.  Gross loans grew by
$27.3 million or 11.4% to $267.4 million at March 31, 2009 as compared to $240.1
million at June 30, 2008.





CASH AND
CASH EQUIVALENTS





Cash and
cash equivalents increased $12.8 million or 146.0% to $21.4 million at March 31,
2009 as compared to $8.7 million at June 30, 2009.  Federal funds sold
comprised $10.1 million of the balance at March 31, 2009 and $6.5 million was
held in interest-bearing deposits at that date.  The balances grew
during the period due to an increase in deposits.  The company
utilizes cash and cash equivalents for short-term liquidity and for
asset/liability management purposes.





SECURITIES





Securities,
including both available-for-sale and held-to-maturity issues, increased $39.3
million or 35.1% to $151.4 million at March 31, 2009 as compared to $112.1
million at June 30, 2008.  Securities purchases totaled $70.4 million
during the nine months ended March 31, 2009.  Purchases consisted of
$23.6 million of U.S. government sponsored enterprises bonds, $39.5 million of
mortgage-backed securities, and $7.3 million of state and political subdivision
securities. These purchases were funded through deposit growth, primarily from
local municipalities. The deposits with municipalities require the Company to
pledge securities as collateral for any uninsured balances.  This
increase was partially offset by principal pay-downs and maturities that
amounted to $25.9 million, of which $6.7 million were mortgage-backed
securities, $5.3 million were state and political subdivision securities and
$13.9 million were U.S. government sponsored enterprises securities, and sales
of mortgage-backed securities of $4.6 million, and sales of state and political
subdivision securities of $900,000.





During
the quarter ended December 31, 2008, $23.8 million of securities
available-for-sale were transferred to held-to-maturity and included primarily
mortgage-backed securities.  These securities were transferred at fair
value which reflected a net unrealized loss of $338,000 at the time of
transfer.  This unrealized loss is being accreted to other
comprehensive income over the remaining average lives of these
securities.  Additionally, during the nine months ended March 31,
2009, unrealized net gains on securities increased $764,000.  Greene
County Bancorp, Inc. holds 18.2% of the securities portfolio at March 31, 2009
in state and political subdivision securities to take advantage of tax savings
and to promote Greene County Bancorp, Inc.’s participation in the communities in
which it operates.     Mortgage-backed securities and
asset-backed securities held within the portfolio do not contain sub-prime loans
and are not exposed to the credit risk associated with such
lending.


Carrying
      Value atMarch
      31, 2009
            June
      30, 2008(Dollars
      in thousands)
            Balance
            Percentage
              of
      portfolio
            Balance
            Percentage
              of
      portfolioSecurities
      available-for-sale:U.S.
      government sponsored enterprises
            $22,001
            14.5%
            $16,146
            14.4%State
      and political subdivisions
            10,303
            6.8
            10,850
            9.7Mortgage-backed
      securities
            61,540
            40.7
            60,782
            54.2Asset-backed
      securities
            48
            0.0
            49
            0.1Corporate
      debt securities
            7,901
            5.2
            8,486
            7.5Total
      debt securities
            101,793
            67.2
            96,313
            85.9Equity
      securities and other
            29
            0.0
            379
            0.3Total
      available-for-sale securities
            101,822
            67.2
            96,692
            86.2Securities
      held-to-maturity:U.S.
      government sponsored enterprises
            4,021
            2.7
            ---
            ---State
      and political subdivisions
            17,290
            11.4
            15,457
            13.8Mortgage-backed
      securities
            27,934
            18.5
            ---
            ---Other
            360
            0.2
            ---
            ---Total
      held-to-maturity securities
            49,605
            32.8
            15,457
            13.8Total
      securities
            $151,427
            100.0%
            $112,149
            100.0%





LOANS





Net loans
receivable increased to $264.4 million at March 31, 2009 from $238.4 million at
June 30, 2008, an increase of $26.0 million, or 10.9%.  The loan
growth experienced during the nine months primarily consisted of $12.7 million
in residential mortgages, $10.2 million in commercial real estate loans, $2.0
million in home equity loans, and $2.2 million in commercial
loans.  The continued low interest rate environment and strong
customer satisfaction from personal service continued to enhance loan
growth.    If long term rates begin to rise, the Company
anticipates some slow down in new loan demand as well as refinancing
activities.  It appears consumers continue to use the equity in their
homes to fund financing needs for some activities, where in the past an
installment loan may have been the choice.  The Bank of Greene County
continues to use a conservative underwriting policy in regard to all loan
originations, and does not engage in sub-prime lending.  It should be
noted however that the Company is subject to the effects of any downturn, and
especially, a significant decline in home values in the Company’s markets could
have a negative effect on the results of operations.  A significant
decline in home values would likely lead to a decrease in residential real
estate loans and new home equity loan originations and increased delinquencies
and defaults in both the consumer home equity loan and the residential real
estate loan portfolios and result in increased losses in these
portfolios.  As of March 31, 2009, declines in home values have been
modest in the Company’s market area.





(Dollars
      in thousands)
            At
              March
      31, 2009
            Percentage
              of
      portfolio
            At
              June
      30, 2008
            Percentage
              of
      portfolioReal
      estate mortgagesResidential
            $170,848
            63.9%
            $158,193
            65.9%Construction
      and land
            12,702
            4.8
            12,295
            5.1Commercial
            40,614
            15.2
            30,365
            12.6Multifamily
            1,178
            0.4
            1,094
            0.5Home
      equity loans
            25,988
            9.7
            23,957
            10.0Commercial
      loans
            11,857
            4.4
            9,669
            4.0Installment
      loans
            3,803
            1.4
            4,172
            1.7Passbook
      loans
            398
            0.2
            401
            0.2Total
      loans
            267,388
            100.0%
            $240,146
            100.0%Deferred
      fees and costs
            330
            
            182Less:
      Allowance for loan losses
            (3,280)
            
            (1,888)Net
      loans receivable
            $264,438
            
            $238,440





ALLOWANCE
FOR LOAN LOSSES





The
allowance for loan losses is established through a provision for loan losses
based on management’s evaluation of the risk inherent in the loan portfolio, the
composition of the loan portfolio, specific impaired loans and current economic
conditions.  Such evaluation, which includes a review of all loans on
which full collectibility may not be reasonably assured, considers among other
matters, the estimated net realizable value or the fair value of the underlying
collateral, economic conditions, historical loan loss experience and other
factors that warrant recognition in providing for an allowance for loan
loss.  In addition, various regulatory agencies, as an integral part
of their examination process, periodically review The Bank of Greene County’s
allowance for loan losses.  Such agencies may require The Bank of
Greene County to recognize additions to the allowance based on their judgment
about information available to them at the time of their
examination.  The allowance for loan losses is increased by a
provision for loan losses (which results in a charge to expense) and recoveries
of loans previously charged off and is reduced by net
charge-offs.  The level of the provision for the nine months ended
March 31, 2009, was driven by the continued growth of the loan portfolio and
recent increases in loan delinquencies and charge-offs.  Any future
increase in the allowance for loan losses or loan charge-offs could have a
material adverse effect on Greene County Bancorp, Inc.’s results of operations
and financial condition.





Analysis of allowance for
loan losses activity





(Dollars
      in thousands)
            
            Nine
      months endedMarch
      31, 2009
            
            
            March
      31, 2008Balance
      at the beginning of the period
            
            $
            1,888
            
            
            $
            1,486Charge-offs:Residential
      mortgage
            
            
            65
            
            
            
            ---Commercial
      loan
            
            
            110
            
            
            
            46Installment
      loans to individuals
            
            
            57
            
            
            
            28Overdraft
      protection
            
            
            209
            
            
            
            182Total
      loans charged off
            
            
            441
            
            
            
            256Recoveries:Residential
      mortgage
            
            
            1
            
            
            
            ---Home
      equity loans
            
            
            1
            
            
            
            27Installment
      loans to individuals
            
            
            22
            
            
            
            44Overdraft
      protection
            
            
            45
            
            
            
            53Total
      recoveries
            
            
            69
            
            
            
            124Net
      charge-offs
            
            
            372
            
            
            
            132Provisions
      charged to operations
            
            
            1,764
            
            
            
            449Balance
      at the end of the period
            
            $
            3,280
            
            
            $
            1,803Ratio
      of net charge-offs to average loans outstanding,
annualized
            
            
            0.19
            %
            
            
            0.08
            %Ratio
      of net charge-offs to nonperforming assets, annualized
            
            
            27.07
            %
            
            
            11.50
            %Allowance
      for loan loss to nonperforming loans
            
            
            189.38
            %
            
            
            117.84
            %Allowance
      for loan loss to total loans receivable
            
            
            1.23
            %
            
            
            0.78
            %





Nonaccrual Loans and
Nonperforming Assets





Loans are
reviewed on a regular basis.  Management determines that a loan is
impaired or nonperforming when it is probable at least a portion of the loan
will not be collected in accordance with its contractual terms due to an
irreversible deterioration in the financial condition of the borrower or the
value of the underlying collateral.  When a loan is determined to be
impaired, the measurement of the loan impairment is based on the present value
of estimated future cash flows, except that all collateral-dependent loans are
measured for impairment based on the fair value of the
collateral.  Management places loans on nonaccrual status once the
loans have become 90 days or more delinquent.  Nonaccrual is defined
as a loan in which collectibility is questionable and therefore interest on the
loan will no longer be recognized on an accrual basis.  A loan does
not have to be 90 days delinquent in order to be classified as
nonperforming.  Foreclosed real estate is considered
nonperforming.  The Bank of Greene County had no accruing loans
delinquent 90 days or more at March 31, 2009 or June 30, 2008.





Analysis of Nonaccrual Loans
and Nonperforming Assets





(Dollars
      in thousands)
            
            At
      March 31, 2009
            
            
            At
      June 30, 2008Nonaccruing
      loans:Real
      estate mortgage loans:Residential
      mortgages loans (one- to-four family)
            
            $
            1,002
            
            
            $
            1,123Construction
      and land loans
            
            
            13
            
            
            
            38Commercial
      mortgage loans
            
            
            192
            
            
            
            91Multifamily
      mortgage loans
            
            
            26
            
            
            
            26Home
      equity
            
            
            327
            
            
            
            493Commercial
      loans
            
            
            146
            
            
            
            142Installment
      loans to individuals
            
            
            26
            
            
            
            26Total
      nonaccruing loans
            
            
            1,732
            
            
            
            1,939Foreclosed
      real estate
            
            
            100
            
            
            
            ---Total
      nonperforming assets
            
            $
            1,832
            
            
            $
            1,939Total
      nonperforming assets as a percentage of total assets
            
            
            0.40
            %
            
            
            0.51
            %Total
      nonperforming loans to total loans
            
            
            0.65
            %
            
            
            0.81
            %





The
Company identifies impaired loans and measures the impairment in accordance with
Statement of Financial Accounting Standards No. 114, “Accounting by Creditors
for Impairment of a Loan” (Statement 114), as amended.  A loan is
considered impaired when it is probable that the borrower will be unable to
repay the loan according to the original contractual terms of the loan agreement
or the loan is restructured in a troubled debt
restructuring.  Impaired loans totaled $247,000 as of March 31, 2009
of which $122,000 were nonaccrual.  The Company has allocated
approximately $80,000 of the allowance for loan losses for impaired loans as of
March 31, 2009.  Interest income of $47,000 and $51,000 was recorded
on nonaccrual loans based on cash payments received during the nine months ended
March 31, 2009 and 2008, respectively.








DEPOSITS





Total
deposits increased to $398.1 million at March 31, 2009 from $321.4 million at
June 30, 2008, an increase of $76.7 million, or 23.9%.  The Company
has recently attracted new local municipalities including school districts to
use the services of Greene County Commercial Bank, which is a limited purpose
entity for such activities.  The level of deposits held by such public
entities can be cyclical and fluctuate significantly from quarter to quarter and
are significantly dependent and affected by tax collection periods or special
projects such as new buildings or renovations.  These types of local
municipal entities are also required to have certain forms of collateral pledged
for amounts deposited over the FDIC insurance limits.  Deposits at
Greene County Commercial Bank increased $54.6 million to $101.4 million at March
31, 2009 compared to $46.8 million at June 30, 2008. This increase was primarily
in NOW deposits.  Interest bearing checking accounts (NOW accounts)
increased $40.5 million or 50.9% to $120.0 million at March 31, 2009 as compared
to $79.5 million at June 30, 2008.      Money
market deposits increased $27.8 million or 73.2% to $65.8 million at March 31,
2009.   Certificate of deposit balances increased $12.2 million
or 13.6% between June 30, 2008 and March 31, 2009.  Savings deposits
increased $1.3 million or 1.8% to $74.0 million at March 31, 2009 as compared to
$72.7 million at June 30, 2008.  Noninterest bearing deposits
decreased $5.1 million to $36.7 million at March 31, 2009.





(Dollars
      in  thousands)At
              March
      31, 2009
            
            
            Percentage
              of
      portfolio
            
            
            At
              June
      30, 2008
            
            
            Percentage
              of
      portfolioNoninterest
      bearing deposits
            
            $
            36,704
            
            
            
            9.2
            %
            
            $
            41,798
            
            
            
            13.0
            %Certificates
      of deposit
            
            
            101,666
            
            
            
            25.5
            
            
            
            89,470
            
            
            
            27.9Savings
      deposits
            
            
            73,998
            
            
            
            18.6
            
            
            
            72,706
            
            
            
            22.6Money
      market deposits
            
            
            65,776
            
            
            
            16.5
            
            
            
            37,970
            
            
            
            11.8NOW
      deposits
            
            
            119,986
            
            
            
            30.2
            
            
            
            79,487
            
            
            
            24.7Total
      deposits
            
            $
            398,130
            
            
            
            100.0
            %
            
            $
            321,431
            
            
            
            100.0
            %








BORROWINGS





At March
31, 2009, The Bank of Greene County had available an Overnight Line of Credit
and a One-Month Overnight Repricing Line of Credit, each in the amount of $37.7
million with the Federal Home Loan Bank (“FHLB”).  At March 31, 2009,
there were no balances outstanding under these facilities.  Interest
rates on these lines are determined at the time of borrowing.





At March
31, 2009, The Bank of Greene County had term borrowings totaling $19.0 million
from the FHLB, of which $14.0 million consisted of several fixed rate, fixed
term advances with a weighted average rate of 3.34% and a weighted average
maturity of 28 months.  The remaining $5.0 million borrowing, which
carried a 3.64% interest rate at March 31, 2009, is unilaterally convertible by
the FHLB under certain market interest rate scenarios, including three-month
LIBOR at or above 7.50%, into replacement advances for the same or lesser
principal amount based on the then current market rates.  If the Bank
chooses not to accept the replacement funding, the Bank must repay this
convertible advance, including any accrued interest, on the interest payment
date.





At March
31, 2009, Greene County Bancorp, Inc. had available a revolving line of credit
of $5.0 million with Atlantic Central Bankers Bank (“ACBB”).  At March
31, 2009, there were no balances outstanding under this line of
credit.  This line of credit will mature on April 28, 2012 and carries
a floating interest rate equal to the prime rate as reported in the Wall Street
Journal.





Scheduled
maturities of borrowings at March 31, 2009 were as follows:


(In
      thousands)Fiscal
      year end2010
            $4,0002011
            5,0002012
            3,0002013
            1,0002014
            6,000$19,000





EQUITY





Shareholders’
equity increased to $39.1 million at March 31, 2009 from $36.3 million at June
30, 2008, as net income of $3.0 million was partially offset by dividends
declared and paid of $917,000. Additionally, shareholders’ equity increased
$468,000 as a result of unrealized securities gains, net of
tax.  Other changes in equity, totaling an $279,000 increase, were the
result of activities associated with the various stock-based compensation plans
of the Company including the 2000 and 2008 Stock Option Plans and ESOP
Plan.








Comparison
of Operating Results for the Nine Months and Quarter Ended March 31, 2009 and
2008





Average
Balance Sheet





The
following table sets forth certain information relating to Greene County
Bancorp, Inc. for the nine months and quarters ended March 31, 2009 and
2008.  For the periods indicated, the total dollar amount of interest
income from average interest earning assets and the resultant yields, as well as
the interest expense on average interest bearing liabilities, are expressed both
in dollars and rates.  No tax equivalent adjustments were
made.  Average balances were based on daily averages for the quarters
and nine months ended March 31, 2009 and 2008.  Average loan balances
include non-performing loans.  The loan yields include net
amortization of certain deferred fees and costs that are considered adjustments
to yields.





Nine
months Ended March 31, 2009 and 2008


(Dollars
      in thousands)
            2009
            2009
            2009
            2008
            2008
            2008Average
            Interest
            Average
            Average
            Interest
            AverageOutstanding
            Earned/
            Yield/
            Outstanding
            Earned/
            Yield/Balance
            Paid
            Rate
            Balance
            Paid
            RateInterest
      earning assets:Loans
      receivable, net1
            $257,609
            $12,101
            6.26%
            $220,744
            $10,922
            6.60%Securities2
            139,180
            4,636
            4.44
            92,502
            3,096
            4.46Federal
      funds
            3,446
            16
            0.62
            7,803
            237
            4.05Interest
      bearing bank balances
            2,963
            25
            1.13
            3,650
            104
            3.80FHLB
      stock
            1,413
            46
            4.34
            830
            40
            6.42Total
      interest earning assets
            404,611
            16,824
            5.54%
            325,529
            14,399
            5.90%Cash
      and due from banks
            6,079
            
            
            5,602Allowance
      for loan losses
            (2,083)
            
            
            (1,616)Other
      non-interest earning assets
            18,096
            
            
            17,324Total
      assets
            $426,703
            
            
            $346,839Interest
      bearing liabilities:Savings
      and money market deposits
            $118,634
            $1,043
            1.17%
            $106,607
            $1,447
            1.81%NOW
      deposits
            115,403
            1,579
            1.82
            70,828
            1,360
            2.56Certificates
      of deposit
            93,638
            2,059
            2.93
            81,545
            2,613
            4.27Borrowings
            20,629
            503
            3.25
            8,838
            237
            3.57Total
      interest bearing liabilities
            348,304
            5,184
            1.98%
            267,818
            5,657
            2.82%Non-interest
      bearing deposits
            38,433
            
            
            40,366Other
      non-interest bearing liabilities
            2,586
            
            
            2,525Shareholders’
      equity
            37,380
            
            
            36,130Total
      liabilities and equity
            $426,703
            
            
            $346,839Net
      interest income
            
            $11,640
            
            
            $8,742Net
      interest rate spread
            
            
            3.56%
            
            
            3.08%Net
      interest margin
            
            
            3.84%
            
            
            3.58%Average
      interest earning assets toaverage
      interest bearing liabilities
            
            
            116.17%
            
            
            121.55%





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


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





Quarter Ended March 31, 2009
and 2008





(Dollars
      in thousands)
            2009
            2009
            2009
            2008
            2008
            2008Average
            Interest
            Average
            Average
            Interest
            AverageOutstanding
            Earned/
            Yield/
            Outstanding
            Earned/
            Yield/Balance
            Paid
            Rate
            Balance
            Paid
            RateInterest
      earning assets:Loans
      receivable, net1
            $266,361
            $4,112
            6.17%
            $227,315
            $3,708
            6.52%Securities2
            143,486
            1,552
            4.33
            98,915
            1,211
            4.90Federal
      funds
            7,270
            4
            0.22
            9,131
            65
            2.85Interest
      bearing bank balances
            5,057
            7
            0.55
            3,167
            20
            2.53FHLB
      stock
            1,341
            11
            3.28
            1,167
            14
            4.80Total
      interest earning assets
            423,515
            5,686
            5.37%
            339,695
            5,018
            5.91%Cash
      and due from banks
            6,123
            
            
            5,793Allowance
      for loan losses
            (2,385)
            
            
            (1,721)Other
      non-interest earning assets
            18,365
            
            
            18,640Total
      assets
            $445,618
            
            
            $362,407Interest
      bearing liabilities:Savings
      and money market deposits
            $129,713
            $360
            1.11%
            $103,402
            $393
            1.52%NOW
      deposits
            120,562
            517
            1.72
            77,425
            437
            2.26Certificates
      of deposit
            98,296
            704
            2.87
            85,286
            864
            4.05Borrowings
            19,000
            161
            3.39
            16,335
            144
            3.53Total
      interest bearing liabilities
            367,571
            1,742
            1.90%
            282,448
            1,838
            2.60%Non-interest
      bearing deposits
            36,178
            
            
            39,570Other
      non-interest bearing liabilities
            3,272
            
            
            3,730Shareholders’
      equity
            38,597
            
            
            36,659Total
      liabilities and equity
            $445,618
            
            
            $362,407Net
      interest income
            
            $3,944
            
            
            $3,180Net
      interest rate spread
            
            
            3.47%
            
            
            3.31%Net
      interest margin
            
            
            3.73%
            
            
            3.74%Average
      interest earning assets toaverage
      interest bearing liabilities
            
            
            115.22%
            
            
            120.27%


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


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





Rate
/ Volume Analysis





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


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


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


(iii)
            the
      net change.


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





Nine
      months
              Ended
      March 31,
            Three
      Months
              Ended
      March 31,(Dollars
      in thousands)
            2009
      versus 2008
            2009
      versus 2008Increase/(Decrease)
            Total
            Increase/(Decrease)
            TotalDue
      to
            Increase/
            Due
      to
            Increase/Interest-earning
      assets:
            Volume
            Rate
            (Decrease)
            Volume
            Rate
            (Decrease)Loans
      receivable, net1
            $1,761
            ($582)
            $1,179
            $611
            ($207)
            $404Securities2
            1,554
            (14)
            1,540
            495
            (154)
            341Federal
      funds
            (88)
            (133)
            (221)
            (11)
            (50)
            (61)Interest-bearing
      bank balances
            (17)
            (62)
            (79)
            8
            (21)
            (13)FHLB
      stock
            22
            (16)
            6
            2
            (5)
            (3)Total
      interest-earning assets
            3,232
            (807)
            2,425
            1,105
            (437)
            668Interest-bearing
      liabilities:Savings
      deposits
            150
            (554)
            (404)
            87
            (120)
            (33)NOW
      deposits
            689
            (470)
            219
            202
            (122)
            80Certificates
      of deposit
            348
            (902)
            (554)
            118
            (278)
            (160)Borrowings
            289
            (23)
            266
            23
            (6)
            17Total
      interest-bearing liabilities
            1,476
            (1,949)
            (473)
            430
            (526)
            (96)Net
      interest income
            $1,756
            $1,142
            $2,898
            $675
            $89
            $764





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


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








OVERVIEW





Annualized
return on average assets and return on average equity are common methods of
measuring operating results.  Annualized return on average assets
increased to 0.94% for the nine months and 1.04% for the quarter ended March 31,
2009, as compared to 0.72% for the nine months and 0.75% for the quarter ended
March 31, 2008.  Annualized return on average equity increased to
10.69% for the nine months and 11.98% for the quarter ended March 31, 2009 as
compared to 6.93% for the nine months and 7.46% for the quarter ended March 31,
2008.  The increase in return on average assets and return on average
equity was primarily the result of higher net interest income and higher
noninterest income, partially offset by higher noninterest expense and provision
for loan losses.   Net income amounted to $3.0 million and $1.9
million for the nine months ended March 31, 2009 and 2008, respectively, an
increase of $1.1 million or 57.9% and amounted to $1.2 million and $684,000 for
the quarters ended March 31, 2009 and 2008, respectively, an increase of
$472,000 or 69.0%.  Average assets amounted to $426.7 million for the
nine month period ended March 31, 2009 as compared to $346.8 million for the
same period ended March 31, 2008, an increase of $79.9 million or
23.0%.  Average assets amounted to $445.6 million for the quarter
ended March 31, 2009 as compared to $362.4 million for the quarter ended March
31, 2008, an increase of $83.2 million or 22.9%.  Average equity
amounted to $37.4 million for the nine month period ended March 31, 2009 as
compared to $36.1 million for the same period ended March 31, 2008, an increase
of $1.3 million or 3.6%.  Average equity amounted to $38.6 million for
the quarter ended March 31, 2009 as compared to $36.7 million for the quarter
ended March 31, 2008, an increase of $1.9 million or 5.2%.








INTEREST
INCOME





Interest
income amounted to $16.8 million for the nine months ended March 31, 2009 as
compared to $14.4 million for the nine months ended March 31, 2008, an increase
of $2.4 million or 16.7%.  Interest income amounted to $5.7 million
for the quarter ended March 31, 2009 as compared to $5.0 million for the quarter
ended March 31, 2008, an increase of $668,000 or 13.4%.  The increase
in securities and loan volume had the greatest impact on interest income when
comparing the nine months and quarters ended March 31, 2009 and
2008.  Average loan balances increased $36.9 million for the nine
months ended March 31, 2009 as compared to March 31, 2008 while the yield
decreased by 34 basis points when comparing the same periods.  Average
loan balances increased $39.0 million for the quarter ended March 31, 2009 as
compared to the quarter ended March 31, 2008 and the yield decreased by 35 basis
points when comparing the same periods.  The interest income from
securities increased with an increase in average balances of $46.7 million
partially offset by a two basis point decrease in yield when comparing the nine
months ended March 31, 2009 and 2008 and a $44.6 million increase in average
balances and a 57 basis point decrease in yield when comparing the quarters
ended March 31, 2009 and 2008.   Average balances on short term
investments such as interest bearing bank balances and federal funds sold
decreased $5.0 million when comparing the nine months ended March 31, 2009 and
2008 and increased $29,000 when comparing the quarters ended March 31, 2009 and
2008.  The decrease in yield on interest-earning assets of 36 and 54
basis points for the nine months and quarter ended March 31, 2009, respectively
was due to the recent reduction in short-term rates implemented by the Federal
Open Market Committee during the nine months ended March 31, 2009.








INTEREST
EXPENSE





Interest
expense amounted to $5.2 million for the nine months ended March 31, 2009, as
compared to $5.7 million for the nine months ended March 31, 2008, a decrease of
$473,000.  Interest expense amounted to $1.7 million for the quarter
ended March 31, 2009, as compared to $1.8 million for the quarter ended March
31, 2008, a decrease of $96,000.  Decreases in rates on
interest-bearing liabilities had the greatest impact on overall interest
expense.  Interest expense was reduced $1.9 million and $526,000 when
comparing the nine months and quarters ended March 31, 2009 and 2008,
respectively, due to decreases of 84 basis points and 70 basis points,
respectively, in the average rate on interest-bearing liabilities in
those  periods.  This decrease was partially offset by a
$1.5 million and $430,000 increase in interest expense due to a $80.5 million
and $85.1 million increase in average balances when comparing the nine months
and quarters ended March 31, 2009 and 2008,
respectively.    The average rate paid on NOW deposits
decreased 74 basis points and 54 basis points, respectively, when comparing the
nine months and quarters ended March 31, 2009 and 2008, and the average balance
of such accounts grew by $44.6 million and $43.1 million, respectively, when
comparing the same periods, contributing to the overall increase in interest
expense on NOW deposit accounts.  The average balance of certificates
of deposit grew by $12.1 million and the average rate paid decreased by 134
basis points when comparing the nine months ended March 31, 2009 and
2008.  The average balance of certificates of deposit grew by $13.0
million and the average rate paid decreased by 118 basis points when comparing
the quarters ended March 31, 2009 and 2008.  The average balance of
savings and money market deposits increased by $12.0 million when comparing the
nine months ended March 31, 2009 and 2008 and increased by $26.3 million when
comparing the quarters ended March 31, 2009 and 2008. The average rate paid on
savings and money markets decreased 64 basis points and 41 basis points when
comparing the nine months and quarters ended March 31, 2009 and 2008,
respectively.   The average balance of borrowings increased $11.8
million and $2.7 million when comparing the nine months and quarters ended March
31, 2009 and 2008.  The rate paid on these borrowings decreased 32
basis points and 14 basis points when comparing the same periods.











NET
INTEREST INCOME





Net
interest income increased $2.9 million to $11.6 million for the nine months
ended March 31, 2009 compared to March 31, 2008 and increased $764,000 to $3.9
million for the quarter ended March 31, 2009 compared to March 31,
2008.     Net interest spread increased 48 basis points
to 3.56% for the nine months ended March 31, 2009 from 3.08% for the nine months
ended March 31, 2008, and 16 basis points to 3.47% for the quarter ended March
31, 2009 as compared to 3.31% for the quarter ended March 31,
2008.  Net interest margin increased 26 basis points to 3.84% for the
nine months ended March 31, 2009 from 3.58% for the nine months ended March 31,
2008, and decreased one basis point to 3.73% for the quarter ended March 31,
2009 as compared to 3.74% for the quarter ended March 31, 2008.  The
increase in average balances, along with the widening of the net interest spread
and margin led to an increase in net interest income when comparing the nine
months and quarters ended March 31, 2009 and 2008.





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








PROVISION
FOR LOAN LOSSES





Due to
the worsening economic climate, management continues to closely monitor asset
quality and adjust the level of the allowance for loan losses when
necessary.  The provision for loan losses amounted to $1.8 million and
$449,000 for the nine months ended March 31, 2009 and 2008, respectively, an
increase of $1.3 million or 289.5%.  The provision for loan losses
amounted to $1.2 million and $171,000 for the quarters ended March 31, 2009 and
2008, respectively, an increase of $1.0 million.  Contributing to the
increased provision was continued growth in the loan portfolio, and an increase
in the amount of loan charge-offs.  Net charge-offs amounted to
$372,000 and $132,000 for the nine months ended March 31, 2009 and 2008,
respectively, an increase of $240,000.  The increase in the level of
charge-offs reflected the decline in the overall
economy.    As a result, the level of allowance for loan
losses to total loans receivable has been increased to 1.23% as of March 31,
2009 as compared to 0.78% as of March 31, 2008.  At March 31, 2009,
nonperforming assets were 0.40% of total assets and nonperforming loans were
0.65% of total loans.   The Company has not been an originator of
“no documentation” mortgage loans and the loan portfolio does not include any
mortgage loans that the Company classifies as sub-prime.








NONINTEREST
INCOME





Noninterest
income increased to $4.9 million for the nine months ended March 31, 2009
compared to $3.4 million for the nine months ended March 31, 2008, an increase
of $1.5 million.   Noninterest income increased to $2.7 million
for the quarter ended March 31, 2009 compared to $1.1 million for the quarter
ended March 31, 2008, and increase of $1.6 million.   Noninterest
income for the nine months and quarter ended March 31, 2009 reflected a one time
cash payment of $1.7 million received from TransFirst LLC.  This
payment was the result of The Bank of Greene County transferring its merchant
bank card processing business to TransFirst LLC.   Also reflected
in noninterest income for the nine months ended March 31, 2009 was an impairment
charge of $221,000 ($135,000 net of tax) related to the other-than-temporary
impairment of a Lehman Brothers Holdings, Inc. debt security held by the
Company.    The Company also recorded a net loss on sale of
investments during the nine months ended March 31, 2009 totaling
$15,000.   Excluding these items, noninterest income increased
$118,000 when comparing the nine months ended March 31, 2009 and 2008,
respectively and decreased $88,000 when comparing the quarters ended March 31,
2009 and 2008, respectively. The majority of the increase in the other elements
of noninterest income was from services fees on various accounts, including
debit card fees.  The decrease when comparing the quarter end periods
was from lower E-Commerce fees resulting from the sale of the merchant card
business during the quarter as well as lower income generated through investment
services.








NONINTEREST
EXPENSE





Noninterest
expense increased $1.0 million or 11.1% to $10.0 million for the nine months
ended March 31, 2009 as compared to $9.0 million for the nine months ended March
31, 2008.  Noninterest expense increased $305,000 or 9.5% to $3.5
million for the quarter ended March 31, 2009 as compared to $3.2 million for the
quarter ended March 31, 2008.  The most significant increase in
noninterest expenses was in salaries and employee benefits which increased
$751,000 and $124,000 when comparing nine months and quarters ended March 31,
2009 and 2008, respectively.  This was in part due to the opening of
the new Chatham branch in January 2008, and the new Ravena branch in January
2009.  Also, the Company accrued $351,000 toward the expected future
termination of its currently frozen defined benefit plan during the nine months
ended March 31, 2009.  Most recently, the Company has decided not to
terminate the current defined benefit plan, but instead will modify the plan,
moving it out of the existing multi-employer plan.  The Company has
recognized approximately $58,000 in professional expenses during the quarter and
year to date ended March 31, 2009 related to this modification.  It is
expected that this modification will be completed within the fourth quarter of
fiscal 2009.   The Company also recognized $90,000 in expense for
the quarter and year to date ended March 31, 2009 related to consulting services
to review current operations for opportunities to improve efficiencies and
institute “best practices”.  Increases in occupancy expenses due to
branch openings, as well as ATM and debit card expenses and higher FDIC
insurance premiums resulting from the significant growth in deposits during
these periods, also contributed to the higher noninterest expense.








INCOME
TAXES





The
provision for income taxes reflected the expected tax associated with the
revenue generated for the given period and certain regulatory
requirements.  The effective tax rate was 37.7% for the nine months
ended March 31, 2009, compared to 29.4% for the nine months ended March 31,
2008.  The effective tax rate was 42.5% for the quarter ended March
31, 2009, compared to 29.8% for the quarter ended March 31, 2008.  The
increased effective tax rate was due to a lesser portion of pre-tax income from
tax-exempt income.








LIQUIDITY
AND CAPITAL RESOURCES





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





Mortgage
loan commitments totaled $4.9 million at March 31, 2009.  The unused
portion of overdraft lines of credit amounted to $9.9 million, the unused
portion of home equity lines of credit amounted to $8.0 million, and the unused
portion of commercial lines of credit amounted to $3.8 million at March 31,
2009.  Greene County Bancorp, Inc. anticipates that it will have
sufficient funds available to meet current loan commitments based on the level
of cash and cash equivalents as well as the available for sale investment
portfolio and borrowing capacity from Federal Home Loan Bank of New
York.





The Bank
of Greene County and Greene County Commercial Bank met all regulatory capital
requirements at March 31, 2009 and June 30, 2008.  The Company’s
consolidated shareholders’ equity represented 8.52% of total assets at March 31,
2009 and 9.55% of total assets of June 30, 2008.





On
October 14, 2008, the FDIC announced the establishment of the Temporary
Liquidity Guarantee Program, which was designed to strengthen confidence and
encourage liquidity in the banking system by guaranteeing the (1) newly issued
senior unsecured debt and (2) non-interest-bearing transaction accounts of
participating institutions.  All eligible entities will be covered
under the program unless they opt out of one or both of these components by
December 5, 2008 (an extension from the original opt-out date of November 13,
2008).  Following that deadline, institutions that have opted out of
either or both components cannot then opt in.  Similarly, institutions
that have opted in by the December 5th
deadline may not then opt out.  The Temporary Liquidity Guarantee
Program will be in effect through December 31, 2009.  The Company has
opted in to both components of the Temporary Liquidity Guarantee
Program.





On
February 27, 2009, the FDIC adopted a final rule modifying the risk-based
assessment system and setting initial base assessment rates beginning April 1,
2009 at 12 to 45 basis points.   These new rates will apply to
payments made on September 30, 2009, based on June 30, 2009 deposit
data.  As a result of this increase, the Company anticipates that
premiums will increase by approximately $50,000 per quarter (based on March 31,
2009 deposit data).   The FDIC also adopted an interim rule, with
request for comments, imposing an emergency 20 basis point special assessment on
June 30, 2009 to be collected on September 30, 2009 which would result in an
expense of approximately $800,000 (based on March 31, 2009 deposit
data).





Item 3.     Quantitative and Qualitative
Disclosures About Market Risk





Not
applicable to smaller reporting companies.








Item 4T.    Controls and
Procedures





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




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








Part
II.    Other Information





Item 1.     Legal
Proceedings


Greene
County Bancorp, Inc. and its subsidiaries are not engaged in any
material


legal
proceedings at the present time.





Item 1A.   Risk Factors


Not
applicable to smaller reporting companies.





Item 2.     Unregistered Sales of Equity
Securities and Use of Proceeds


a.)
            Not
      applicable


b.)
            Not
      applicable


c.)
            The
      following table presents a summary of the Company’s shares repurchased
      during the quarter ended March 31,
2009





Period
            Total
      Number of Shares Purchased
            Average
      Price Paid Per Share
            Total
      Number of Shares Purchased as Part of Publicly Announced Program
      (1)
            Maximum
      Number of Shares That May yet be Purchased Under the Program
      (1)January
      1 – March 31, 2009
            ---
            ---
            ---
            29,868





(1) On
August 22, 2007, the Board of Directors authorized a stock repurchase program
pursuant to which the Company intends to repurchase up to 5% of its outstanding
shares (excluding shares held by Greene County Bancorp, MHC, the Company’s
mutual holding company), or up to 92,346 shares.  As of March 31,
2009, the Company had repurchased 62,478 shares in accordance with the stock
repurchase program.





Item 3.     Defaults Upon Senior
Securities


Not
applicable





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


Not
applicable





Item 5.     Other
Information





(a)
            Not
      applicable





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





Item 6.     Exhibits





(a)
            Exhibits


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


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


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


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











SIGNATURES











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








Greene
County Bancorp, Inc.





Date:  May
14, 2009





By: /s/ Donald E.
Gibson











Donald E.
Gibson


President
and Chief Executive Officer

















Date:  May
14, 2009





By: /s/ Michelle M.
Plummer











Michelle
M. Plummer


Executive
Vice President, Chief Financial Officer and Chief Operating Officer











EXHIBIT 31.1





Certification
of Chief Executive Officer


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





I, Donald
E. Gibson, certify that:





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





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





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





4.
            The
      registrant’s other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f) for the registrant and
  have:





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


b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;


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


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





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





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


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








Date: May
14,
2009                                                                                 
/s/Donald E.
Gibson


Donald E.
Gibson


President
      and Chief Executive Officer





EXHIBIT 31.2





Certification
of Chief Financial Officer


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





I,
Michelle M. Plummer, certify that:





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





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





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





4.
            The
      registrant’s other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f) for the registrant and
  have:





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


b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;


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


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





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





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


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





Date: May
14,
2009                                                                                  /s/Michelle M.
Plummer


Michelle M.
Plummer


Executive
      Vice President, Chief Financial Officer and Chief Operating
      Officer








EXHIBIT 32.1





Statement
of Chief Executive Officer


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











Donald E.
Gibson, President and Chief Executive Officer, of Greene County Bancorp, Inc.
(the “Company”) certifies in his capacity as an officer of the Company that he
has reviewed the Quarterly Report of the Company on Form 10-Q for the quarter
ended March 31, 2009 and that to the best of his knowledge:





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





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





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








Date: May
14,
2009                                                                                 
/s/Donald E.
Gibson


Donald E.
Gibson


President
      and Chief Executive Officer











EXHIBIT 32.2





Statement
of Chief Financial Officer


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











Michelle
M. Plummer, Chief Financial Officer, of Greene County Bancorp, Inc. (the
“Company”) certifies in her capacity as an officer of the Company that he or she
has reviewed the Quarterly Report of the Company on Form 10-Q for the quarter
ended March 31, 2009 and that to the best of her knowledge:





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





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








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








Date: May
14,
2009                                                                                  /s/Michelle M.
Plummer


Michelle M.
Plummer


Executive
      Vice President, Chief Financial Officer and Chief Operating
      Officer