U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                       -----------------------------------


                                   Form 10-QSb

              [X] Quarterly Report Under Section 13 of 15(D) of the
                      Securities and Exchange Act of 1934

                    for the Quarter Ended September 30, 2001

                                       or

          [ ] Transition Report Pursuant to Section 13 of 15(D) of the
                            Securities Exchange Act


                           Greene County Bancorp, Inc.

        (Exact Name of Small Business Issuer as Specified in Its Charter)

                         Commission File Number 0-25165



   United States                                                    14-1809721
--------------------                                                ----------
(State or Other Jurisdiction
of Incorporation or Organization)        (I.R.S. Employer Identification Number)


302 Main Street, Catskill, New York                                       12414
-----------------------------------                                  ----------
(Address of Principal Executive Office)                              (Zip Code)


Registrant's Telephone Number, Including Area Code: (518) 943-2600

Check Whether the Registrant:  (1) has Filed All Reports Required to be Filed by
Section 13 or 15(D) of the Securities  Exchange Act of 1934 During the Preceding
12 Months (Or for Such Shorter  Period That the  Registrant was Required to File
Such Reports) and (2) has Been Subject to Such Filing  Requirements for the Past
90 Days.

            Yes   X                                                      No
         __________                                                    ________

As of November 12, 2001, the Registrant Had 2,152,835  shares of common stock
issued At $ .10 par value, and 2,002,855 were outstanding.


<PAGE>



                           GREENE COUNTY BANCORP, INC.



INDEX



PART I.     FINANCIAL INFORMATION
                                                                           Page
Item 1.  Financial Statements
       *   Consolidated Statements of Financial Condition                     3
       *   Consolidated Statements of Income                                  4
       *   Consolidated Statements of Comprehensive Income                    5
       *   Consolidated Statements of Changes in Shareholders' Equity         6
       *   Consolidated Statements of Cash Flows                              7
       *   Notes to Consolidated Financial Statements                      8-10

     Item 2.  Management's Discussion and Analysis of Financial Condition and
              Results of Operations                                       10-17



PART II.      OTHER INFORMATION

  Item 1.     Legal Proceedings                                              18

  Item 2.     Changes in Securities and Use of Proceeds                      18

  Item 3.     Defaults Upon Senior Securities                                18

  Item 4.     Submission of Matters to a Vote of Security Holders            18

  Item 5.     Other Information                                              18

  Item 6.     Exhibits and Reports on Form 8-K                               18

              Signatures                                                     19

<PAGE>

                           Greene County Bancorp, Inc.
                 Consolidated Statements of Financial Condition
                   As of September 30, 2001 and June 30, 2001
<table>
<Caption>
                                                         September 30, 2001       June 30, 2001
                                                          ------------            ----------
                                                           (Unaudited)
<S>                                                        <C>                    <C>
ASSETS
Cash and due from banks                                         $4,044,731          $5,336,195
Federal funds sold                                              15,289,168          13,468,163
                                                            ---------------      -------------
    Total cash and cash equivalents                             19,333,899          18,804,358

Investment securities, at fair value                            48,621,850          48,875,229
Federal Home Loan Bank stock, at cost                              939,600             939,600

Loans                                                          116,909,867         110,920,369
Less: Allowance for loan losses                                   (903,479)           (886,081)
      Unearned origination fees and costs, net                    (271,916)           (277,277)
                                                            ---------------     ---------------
    Net loans receivable                                       115,734,472         109,757,011

Premises and equipment                                           4,972,325           5,052,208
Accrued interest receivable                                      1,333,246           1,357,239
Prepaid expenses and other assets                                  331,207             288,914
Other real estate owned                                             30,229              30,229
                                                            ---------------     ---------------
               Total assets                                   $191,296,828        $185,104,788
                                                            ===============     ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
Non-interest bearing deposits                                  $18,006,475         $18,418,308
Interest bearing deposits                                      141,647,483         135,774,206
                                                            ---------------     ---------------
    Total deposits                                             159,653,958         154,192,514

Borrowings from FHLB                                             5,000,000           5,000,000
Accrued expenses and other liabilities                             987,680             623,038
Accrued income taxes                                               324,839             195,646
                                                            ---------------     ---------------
                Total liabilities                              165,966,477         160,011,198

Shareholders' equity
Preferred stock,
  Authorized 1,000,000 at September 30,
                      and June 30, 2001;                            ----                ---
Common stock, par value $.10 per share;
   Authorized: 12,000,000 at September 30,
                        and June 30, 2001;
   Issued: 2,152,835 at September 30,
                   and June 30, 2001;
   Outstanding: 2,014,055 at September 30, 2001;
                     2,040,355 at June 30, 2001                    215,284             215,284
Additional paid-in capital                                      10,193,008          10,188,573
Retained earnings                                               16,106,172          15,993,025
Accumulated other comprehensive income                             955,041             499,022
Less: Treasury stock, 138,780 at September 30, 2001;
          112,480 at June 30,  2001,  shares at cost            (1,449,438)         (1,075,923)
         Unearned stock-based compensation                        (214,436)           (229,753)
         Unearned ESOP shares 56,395 at September 30, 2001;
                  58,516 at June 30, 2001,shares at cost          (475,280)           (496,638)
                                                            ---------------     ---------------

               Total shareholders' equity                       25,330,351          25,093,590
                                                            ---------------     ---------------

               Total liabilities and shareholders' equity     $191,296,828        $185,104,788
                                                            ===============     ===============
See notes to consolidated financial statements.
</Table>


<PAGE>

<table>
<caption>

                           Greene County Bancorp, Inc.
                        Consolidated Statements of Income
             For the Three Months Ended September 30, 2001 and 2000
                                  (Unaudited)
                                                             2001                   2000
                                                             ----                     ----
<S>                                                    <C>                     <C>
Interest income:
    Loans                                              $2,187,944                $1,872,727
    Investment securities                                 565,665                   523,453
    Mortgage-backed securities                            104,126                   110,742
    Tax free securities                                   107,573                   114,550
    Interest bearing deposits and federal funds sold      143,278                   176,487
                                                       -----------              -----------
Total interest income                                   3,108,586                 2,797,959

Interest expense:
    Interest on deposits                                1,255,590                 1,202,099
    Interest on borrowings                                 85,825                   167,475
                                                       -----------              -----------
Total interest expense                                  1,341,415                 1,369,574

Net interest income                                     1,767,171                 1,428,385

Less: Provision for loan losses                            30,000                    15,000
                                                       -----------              -----------


Net interest income after provision for loan losses     1,737,171                 1,413,385
                                                       -----------              -----------


Noninterest income:
    Service charges on deposit accounts                   186,525                   122,791
    Other operating income                                165,772                   128,066
                                                       -----------              -----------
Total noninterest income                                  352,297                   250,857

Noninterest expense:
    Salaries and employee benefits                        791,901                   703,930
    Occupancy expense                                      82,967                    91,543
    Equipment and furniture expense                       110,212                    77,714
    Service and data processing fees                      152,654                   126,530
    Office supplies                                        40,069                    23,786
    Other                                                 438,711                   380,417
                                                       -----------              -----------

Total noninterest expense                               1,616,514                 1,403,920

Income before provision for income taxes                  472,954                   260,322

Provision for income taxes                                129,000                    48,658
                                                       -----------              -----------
Net income                                               $343,954                  $211,664
                                                       ===========              ===========


Weighted average EPS                                        $0.17                     $0.11
Weighted average shares outstanding                     1,973,879                 1,976,727

Diluted EPS                                                 $0.17                     $0.11
Diluted average shares outstanding                      2,018,551                 1,984,976
See notes to consolidated financial statements.

</table>

<PAGE>

<table>
<Caption>

                           Greene County Bancorp, Inc.
                 Consolidated Statements of Comprehensive Income
             For the Three Months Ended September 30, 2001 and 2000
                                   (Unaudited)



                                                                      2001                   2000
<S>                                                                <C>                     <C>
Net income                                                          $343,954               $211,664

Other comprehensive income (loss):

Reclassification adjustment, net of income tax expense ($6,325)        ---                    8,384

Unrealized holding gain arising during the three months
  ended September 30, 2001 and 2000, net of tax expense of
  ($304,012) and ($185,380), respectively.                           456,019                237,352
                                                                   --------------      ------------

Total other comprehensive income                                     456,019                245,736
                                                                   --------------      ------------


Comprehensive income                                                $799,973               $457,400
                                                                   ==============      ============





See notes to consolidated financial statements.
</table>

<PAGE>

<table>
<caption>

                           Greene County Bancorp, Inc.
           Consolidated Statements of Changes in Shareholders' Equity
             For the Three Months Ended September 30, 2001 and 2000
                                                                                  Accumulated
                                           Additional                                Other
                        Capital            Paid - In             Retained        Comprehensive
                         Stock              Capital              Earnings           Income
<S>                    <C>                <C>                  <C>                  <C>
Balance at
June 30, 2000          $215,284            $10,319,859         $15,526,092           ($524,546)


ESOP shares earned                                (768)


Stock-based
compensation
earned

Dividends paid                                                    (247,876)

Net income                                                         211,664

Change in  unrealized
gain (loss) net                                                                        245,736
                                                                    ----
                       ---------------  -----------------     ----------------   --------------

Balance at
September 30, 2000     $215,284            $10,319,091         $15,489,880           ($278,810)
                       ===============  =================      ================  ==============


Balance at
June 30, 2001          $215,284            $10,188,573         $15,993,025            $499,022



ESOP shares earned                               4,435

Stock-based
compensation
earned

Treasury stock
repurchased

Net income                                                         343,954

Dividends paid                                                    (230,807)

Change in unrealized
gain, net                                                                              456,019

Balance at           ---------------  -----------------      ----------------    --------------
September 30, 2001     $215,284            $10,193,008         $16,106,172            $955,041
                     =============== ==================     ================     ==============
</table>


<table>
<caption>
                            Unearned                    Unearned           Total
                          Stock-based      Treasury      ESOP          Shareholders'
                          Compensation       Stock       Shares          Equity
<S>                        <C>           <C>             <C>            <C>
Balance at
June 30, 2000              ($333,690)   ($1,019,976)    ($589,074)     $23,593,949


ESOP shares earned                                         22,368           21,600


Stock-based
compensation
earned                        17,876                                        17,876

Dividends paid                                                            (247,876)

Net income                                                                 211,664

Change in unrealized
gain (loss) net                                                            245,736


                       --------------  -----------   -------------    -------------
Balance at
September 30, 2000         ($315,814)   ($1,019,976)    ($566,706)     $23,842,949
                       ==============  ===========   =============    =============


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



ESOP shares earned                                         21,358           25,793

Stock-based
compensation
earned                        15,317                                        15,317

Treasury stock
repurchased                                (373,515)                      (373,515)

Net income                                                                 343,954

Dividends paid                                                            (230,807)

Change in unrealized
gain, net                                                                  456,019

Balance at

                       --------------   -------------   -------------    -------------
September 30, 2001         ($214,436)   ($1,449,438)    ($475,280)     $25,330,351
                       ==============  =============   =============   ===============



See notes to consolidated financial statements.



</table>

<PAGE>

<table>
<caption>


                           Greene County Bancorp, Inc.
                      Consolidated Statements of Cash Flows
             For the Three Months Ended September 30, 2001 and 2000

                                                                                  2001                 2000
                                                                                 ------              ------
<S>                                                                             <C>                 <C>
Cash flows from operating activities:
Net Income                                                                       $343,954             $211,664
Adjustments to reconcile net income to cash provided by operating
activities:
     Depreciation                                                                 108,675               88,000
     Net amortization (accretion) of premiums (discounts)                          33,881               (5,474)
     Provision for loan losses                                                     30,000               15,000
     ESOP and other stock-based compensation earned                                36,675               40,244
     Loss on sale of investments                                                      ---               54,037
     Net increase in accrued income taxes                                         129,193               82,056
     Net decrease (increase) in accrued interest receivable                        23,993              (95,647)
     Net decrease (increase) in prepaid and other assets                          (42,293)             106,090
     Net increase (decrease) in other liabilities                                 102,231             (101,440)
                                                                                ----------         ------------
          Net cash provided by operating activities                               766,309              394,530

Cash flows from investing activities:
     Proceeds from maturities of securities                                     2,420,123            1,289,950
     Proceeds from sale of securities and other investments                         ---              2,226,765
     Purchases of securities and other investments                               (269,304)          (8,267,772)
     Principal payments on securities                                             819,459              978,642
     Principal payments on mortgage-backed securities                           1,135,427              525,967
     Purchases of mortgage-backed securities                                   (3,141,191)          (2,980,953)
     Net (increase) in loans receivable                                        (6,007,461)          (1,112,441)
     Purchases of premises and equipment                                          (50,943)             (34,295)
                                                                                 ----------        ------------

          Net cash used in investing activities                               (5,093,890)           (7,374,137)

Cash flows from financing activities:
     Dividends paid                                                              (230,807)            (247,876)
     Purchase of treasury stock                                                  (373,515)                ---
     Net increase (decrease) in deposits                                        5,461,444             (710,780)
                                                                              -----------            ----------
          Net cash provided by (used in) financing activities                   4,857,122             (958,656)

Net increase (decrease) in cash and cash equivalents                              529,541           (7,938,263)

Cash and cash equivalents at beginning of period                               18,804,358           15,813,605
                                                                                ----------          ----------


Cash and cash equivalents at end of period                                    $19,333,899           $7,875,342
                                                                              ============       =============

See notes to consolidated financial statements.

</table>


<PAGE>



                          Greene County Bancorp, Inc.
                         Notes to Financial Statements
        As of and for the Three Months Ended September 30, 2001 and 2000


(1)      Basis of Presentation

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of Greene County  Bancorp,  Inc. (the  "Company")  and its wholly owned
subsidiary,  The Bank of Greene  County (the "Bank").  The financial  statements
have been prepared in accordance with Generally Accepted  Accounting  Principles
(GAAP) for  interim  financial  information  and with the  instructions  to Form
10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all of
the  information  and  footnotes   required  by  GAAP  for  complete   financial
statements.  To the extent that information and footnotes  required by generally
accepted accounting  principles for complete financial  statements are contained
in or are  consistent  with the audited  financial  statements  incorporated  by
reference to the Company's  Annual Report on Form 10-KSB for the year ended June
30, 2001, 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 for the periods  presented have been included.  All
material  inter-company  accounts and  transactions  have been eliminated in the
consolidation.  The results of  operations  and other data for the three  months
ended September 30, 2001 are not  necessarily  indicative of results that may be
expected for the entire fiscal year ending June 30, 2002.

(2)      Nature of Operations

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

(3)      Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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 related to the
determination  of the  allowance  for loan  losses and  valuation  of other real
estate owned ("OREO").

While  management  uses available  information to recognize  losses on loans and
OREO future  additions to the  allowance for loan losses (the  "Allowance"),  or
OREO  write-downs,  may be  necessary  based on changes in economic  conditions,
asset quality or other factors. In addition, various regulatory authorities,  as
an integral part of their examination process, periodically review the Company's
Allowance and the carrying value of OREO and other assets.  Such authorities may
require the Company to recognize  additions to the  Allowance  and/or write down
the  carrying  value  of OREO or  other  assets  based  on  their  judgments  of
information available to them at the time of their examination.

(4)      Charter Conversion

On August 15, 2000, the Board of Directors of the Company unanimously approved a
plan to convert the Company's charter from a Delaware  corporation  regulated by
the New York  Superintendent  of Banks and the Board of Governors of the Federal
Reserve  System  to a  Federal  corporation  regulated  by the  Office of Thrift
Supervision  (the  "OTS").  On April  2,  2001,  the OTS  approved  the  charter
conversion,  which was approved by the  stockholders  of the Company on November
27, 2000.  The mutual  holding  company (the "MHC") of the Company also received
OTS approval of its conversion from a state to federal charter on that date.

Among other  things,  the charter  conversions  will permit the MHC to waive the
receipt  of  dividends  paid by the  Company  without  causing  dilution  to the
ownership  interest of the  Company's  minority  stockholders  in the event of a
conversion  of the MHC to stock form.  The waiving of  dividends  will  increase
Company  resources  available  for stock  repurchases,  payment of  dividends to
minority stockholders, and investments.

As a  financial  institution  subsidiary  of the Company  following  the charter
conversion, the Bank must maintain at least 65% of its "portfolio assets" (total
assets minus goodwill and other intangible assets, office property and specified
liquid  investments  up to 20% of total  assets)  in certain  "qualified  thrift
investments"  (primarily  loans to purchase,  refinance,  construct,  improve or
repair domestic residential housing, home equity loans,  securities backed by or
representing  an interest in  mortgages  on domestic  residential  housing,  and
Federal Home Loan Bank stock) in at least 9 months out of every 12 month period.
A savings  institution that fails the qualified thrift lender test is subject to
certain operating restrictions and may be required to convert to a bank charter.
At September 30, 2001,  the Bank  maintained  75.4% of its  portfolio  assets in
qualified thrift investments.

(5)      Earnings Per Share

Basic  earnings  per share  ("EPS") on common stock are computed by dividing net
income by the weighted average number of shares of common stock  outstanding for
the period.  Shares of restricted  stock are not considered  outstanding for the
calculation of basic earnings per share until they become fully vested.  Diluted
earnings  per share are computed in a manner  similar to that of basic  earnings
per share except that the  weighted-average  number of common shares outstanding
is increased to include the number of incremental  common shares that would have
been  outstanding  under the treasury stock method if all  potentially  dilutive
common  (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.

<table>
<caption>
                                                        Weighted Average
                                                        Number of Shares
      Three Months Ended             Net Income           Outstanding           Earnings Per Share
<S>                                  <C>                <C>                        <C>
September 30, 2001:                   $343,954
   Basic EPS                                               1,973,879                   $0.17
   Diluted EPS                                             2,018,551                   $0.17


September 30, 2000:                   $211,664
   Basic EPS                                               1,976,727                  $0.11
   Diluted EPS                                             1,984,976                  $0.11
</table>


(6)      Dividends

The Board of Directors  approved a  semi-annual  $0.25 cash dividend on July 18,
2001, for shareholders of record August 15, 2001, payable September 1, 2001. The
dividend  reflected  an annual  cash  dividend  rate of $0.50 per  share,  which
represents an increase from the previous  annual cash dividend rate of $0.24 per
share.  The  increase  in the  dividend  paid out is a result of the MHC waiving
receipt of dividends for the current period.



Impact of Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board issued Statement No. 141,
"Business  Combinations",   which  requires  all  business  combinations  to  be
accounted for under the purchase  method of  accounting,  thus  eliminating  the
pooling of interest  method of  accounting.  The  adoption of this  statement in
fiscal  2003  will  have  no  impact  on the  Company's  consolidated  financial
statements.

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

In August 2001, the Financial  Accounting  Standards Board issued  Statement No.
143,  "Accounting  for Asset  Retirement  Obligations",  which requires the fair
value of a liability for an asset retirement  obligation to be recognized in the
period in which it is  incurred  if a  reasonable  estimate of fair value can be
made.  The  associated  asset  retirement  costs are  capitalized as part of the
carrying amount of long-lived assets. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. The Company is currently reviewing this statement
to determine its effect on the Company's financial statements.


In August 2001, the Financial  Accounting  Standards Board issued  Statement No.
144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets", which
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to be Disposed  of", and the  accounting  and  reporting
provisions  of APB No.  30.  SFAS No. 144  addresses  financial  accounting  and
reporting for the  impairment or disposal of long-lived  assets and is effective
for fiscal years  beginning  after December 15, 2001, and interim periods within
those  fiscal  years.  The Company is  currently  reviewing  this  statement  to
determine its effect on the Company's financial statements.



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

General

The Company's results of operations depend primarily on its net interest income,
which is the  difference  between the income  earned on the  Company'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 the
Company's provision for loan losses, income and expense pertaining to other real
estate owned, gains and losses from sales of securities,  noninterest income and
noninterest  expense.  Noninterest income consists primarily of fees and service
charges. The Company'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 the Company.

Special Note Regarding Forward Looking Statements

This annual report contains forward-looking  statements.  The Company 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
quartely report,  describe future plans or strategies  and include the Company's
expectations  of  future  financial  results.  The  words  "believe,"  "expect,"
"anticipate,"   "project,"  and  similar  expressions  identify  forward-looking
statements.  The  Company's  ability to predict  results or the effect of future
plans or strategies or qualitative or quantitative  changes based on market risk
exposure is  inherently  uncertain.  Factors  that could affect  actual  results
include but are not limited to:
<table>
<S>      <C>
(a)      changes in general market interest rates,
(b)      general economic conditions,
(c)      legislative and regulatory changes,
(d)      monetary and fiscal policies of the U.S. Treasury and the Federal Reserve,
(e)      changes in the quality or composition of the Company's loan and investment portfolios,
(f)      deposit flows,
(g)      competition, and
(h)      demand for financial services in the Company's market area.
</table>
These factors should be considered in evaluating the forward-looking statements,
and undue  reliance  should not be placed on such  statements,  since results in
future periods may differ  materially from those currently  expected  because of
various risks and uncertainties.



Comparison of Financial Condition as of September 30, 2001 and June 30, 2001

ASSETS.  Total  assets  increased to $191.3  million at September  30, 2001 from
$185.1  million at June 30,  2001,  an increase of $6.2  million,  or 3.3%.  The
increase in assets was primarily due to loan growth that was funded by increases
in interest-bearing deposits.  The merger of a local competitor with an out-of-
area institution has helped in efforts to promote the Bank's lending and deposit
products.

CASH AND CASH EQUIVALENTS.  Cash and due from banks decreased to $4.0 million at
September  30,  2001 from $5.3  million at June 30,  2001,  a  decrease  of $1.3
million,  or 24.5% as a result of  fluctuations  due to normal  deposit  account
clearing activities and vault cash needs, based on customer cash needs.  Federal
funds sold  increased to $15.3  million at September 30, 2001 from $13.5 million
at June 30, 2001 an increase of $1.8 million,  or 13.3%.  Federal funds sold are
also a  function  of  account  clearing  needs  and  deposit  levels,  which can
fluctuate significantly on a daily basis.

     INVESTMENT SECURITIES.  Investment securities decreased to $48.6 million at
     September  30,  2001 as  compared  to $48.9  million  at June 30,  2001,  a
     decrease of $0.3 million,  or 0.6%.  Despite the  relatively  insignificant
     change in the level of  investment  securities a shift in the portfolio mix
     did occur  between  September  30, 2001 and June 30, 2001. At September 30,
     2001,  the  Company no longer had a position  in U.S.  Treasury  securities
     compared to $1.0  million or 2.1% of the  investment  portfolio at June 30,
     2001.  Mortgage-backed securities represented $10.5 million or 21.6% of the
     investment  portfolio at September 30, 2001, as compared to $8.8 million or
     18.0%  of the  investment  portfolio  at June 30,  2001.  The  increase  in
     mortgage-backed  securities  of $1.7  million  or  19.3%  was a  result  of
     purchases of $3.0  million,  offset by principle  payments of $1.1 million,
     maturities  of $0.7  million  and net  premium and  discount  accretion  or
     amortization.  A decrease in  asset-backed  securities  of $0.8  million or
     24.2% to $2.5 million or 5.2% of  investments  at  September  30, 2001 from
     $3.3 million or 6.8% at June 30, 2001 was due to principal payments.

<table>
<caption>

(Rounded to nearest thousand)         Market value at     Percentage    Market value at      Percentage
                                      Sept. 30, 2001     of portfolio   June 30, 2001       of portfolio
<S>                                    <C>               <C>              <C>                <C>
U.S. Treasuries                           $---               0.0%           $1,005             2.0%
U.S. government agencies                  1,380              2.8%            1,794             3.7%
State and political subdivisions          9,668             19.9%            9,420            19.3%
Mortgage-backed securities               10,488             21.6%            8,783            18.0%
Asset-backed securities                   2,514              5.2%            3,300             6.8%
Corporate debt securities                23,347             48.0%           23,432            47.9%
                                      -----------------  -------------  ----------------   ------------

Total debt securities                    47,397             97.5%           47,734            97.7%

Equity securities and other               1,225              2.5%            1,141             2.3%

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

Total available-for-sale securities     $48,622             100.0%         $48,875           100.0%
                                      ================= ============= ================    =============

</table>

LOANS.  Net loans  receivable  increased to $115.7 million at September 30, 2001
from $109.8 million at June 30, 2001, an increase of $5.9 million,  or 5.4%. The
increase in loans was a result of the generally  decreasing market interest rate
environment  which  increased  customer  demand,   particularly  for  fixed-rate
residential  mortgage loans.  Another factor contributing to the increase in the
Bank's market share of the local lending demand was resulting from a merger of a
former competitor with an out-of-area institution. The opening of two additional
branches in Tannersville and Westerlo,  New York within the last eighteen months
has also enhanced loan demand.  Growth  primarily  occurred in residential  real
estate  mortgages of $4.7  million,  or 5.2% to $94.2  million at September  30,
2001,  including  an increase of $1.8  million to $3.8  million in  construction
loans,  and an increase of $1.3 million,  or 25.2% to $6.6 million in commercial
real estate mortgages.


<PAGE>

<table>
<Caption>



(Rounded to nearest thousand)               At           Percentage         At              Percentage
                                     Sept. 30, 2001     of portfolio    June 30, 2001       of portfolio
<S>                                       <C>             <C>            <C>                <C>
Real estate mortgages
   Residential                             $94,181         80.6%           $89,528             80.7%
   Commercial                                6,560          5.6%             5,239              4.7%
Home equity loans                            6,346          5.4%             6,138              5.6%
Commercial loans                             3,152          2.7%             3,291              3.0%
Installment loans                            6,060          5.2%             6,128              5.5%
Passbook loans                                 611          0.5%               596              0.5%
                                   ----------------     -------------   ---------------      --------

Total loans                               $116,910        100.0%          $110,920             100.0%
                                   ================    =============    ===============      ========
</table>

ALLOWANCE FOR LOAN LOSS. The allowance for loan loss 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
adequate loan loss allowance.  In addition,  various regulatory agencies,  as an
integral  part of their  examination  process,  periodically  review  the Bank's
allowance for loan losses and  valuation of OREO.  Such agencies may require the
Bank to  recognize  additions to the  allowance  based on their  judgment  about
information  available to them at the time of their  examination.  The allowance
for loan losses is increased by a provision for loan losses (which  results in a
charge to expense) and is reduced by net  charge-offs.  Management will continue
to monitor  and modify the level of the  allowance  for loan  losses in order to
maintain  it at a level  which  management  considers  adequate  to provide  for
potential loan losses.

<table>
<CaPTION>


Analysis of the Allowance for Loan Losses
_________________________________________

                                                         September 30, 2001    June 30, 2001

                                                          <c>                 <c>
Balance at the beginning of the period                       $886,081               $866,443
Charge-offs:
     Commercial real estate mortgage loans                      ---                   26,432
     Installment loans to individuals                          14,793                 50,483
                                                         -------------            ----------

Total loans charged off                                        14,793                 76,915
Recoveries:
     Installment loans to individuals                           2,191                 36,553
                                                         --------------           ----------

Total recoveries                                                2,191                 36,553

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

Net charge-offs                                                12,602                 40,362

Provisions charged to operations                               30,000                 60,000
                                                         --------------           ----------

Balance at the end of the period                             $903,479               $886,081
                                                         ==============           ==========


Ratio of net charge-offs to average loans outstanding            0.01%                 0.04%
Ratio of net charge-offs to nonperforming assets                 1.88%                 5.22%
Allowance for loan loss to nonperforming loans                 140.84%               119.18%
Allowance for loan loss to net loans                             0.78%                 0.81%

</TABLE>

<PAGE>



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  due to an  irreversible  deterioration  in the  financial
condition of the borrower or the value of the underlying collateral. When a loan
is  determined  to be  impaired,  the  measurement  of the  loan is based on the
present   value   of   estimated   future   cash   flows,    except   that   all
collateral-dependent  loans are measured for impairment  based on the fair value
of the collateral.  Management  places loans on nonaccrual status once the loans
have become over 90 days  delinquent.  Nonaccrual  is defined as a loan in which
collectibility is questionable and therefore interest on the loan will no longer
be recognized on an accrual basis. A loan does not have to be 90 days delinquent
in  order  to be  classified  as  nonperforming.  Other  real  estate  owned  is
considered nonperforming. The Bank had no accruing loans delinquent more than 90
days at September 30, 2001 or June 30, 2001.

<table>
<caption>


Analysis of Nonaccrual Loans and Nonperforming Assets
_____________________________________________________
                                                          At September 30, 2001        At June 30, 2001

<S>                                                          <C>                       <C>
Nonaccruing loans:
  Real estate mortgage loans
   Residential mortgages loans (one- to four-family)          $618,513                  $660,607
   Commercial mortgage loans                                    ---                       71,711
   Home equity                                                  15,004                     2,380
   Installment loans to individuals                              7,981                     8,770
                                                           -------------              -- ------------


Total nonaccruing loans                                        641,498                   743,468

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


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


Total nonperforming assets                                    $671,727                  $773,697
                                                          =============               ===============


Total nonperforming assets
   as a percentage of total assets                               0.35%                     0.42%

Total nonperforming loans to total loans                         0.55%                     0.67%

</table>



<PAGE>


DEPOSITS.  Total deposits increased to $159.7 million at September 30, 2001 from
$154.2  million at June 20, 2001, an increase of $5.5 million or 3.6%.  The most
significant  change in  deposits  occurred  with  certificates  of deposit  that
increased $3.3 million or 5.7%, to $61.4 million at September 30, 2001. The Bank
has attempted to emphasize higher rate specials on the longer-term  certificates
of deposits in order to attract long-term funding during the low market interest
rate environment.  Decreases  occurred in non-interest  bearing accounts such as
checking  accounts and certain savings accounts.  Non-interest  bearing accounts
decreased  $0.4  million,  or 2.2%,  to $18.0  million at September  30, 2001 as
compared to $18.4  million at June 30, 2001.  Savings  accounts  decreased  $1.2
million,  or 2.1%,  to $55.8  million at September 30, 2001 as compared to $57.0
million at June 30, 2001.  Management believes the decreases in these categories
resulted from customers paying local school and property taxes at the end of the
September  2001.  Money  market  account  balances  continued  to increase  $2.7
million,  or 29.4%,  to $11.9  million at September 30, 2001 as compared to $9.2
million at June 30,  2001.  Customers  appear to be  attracted  to the  slightly
higher rate  offered on the money  market  accounts as compared to the  standard
savings  accounts.  The money market accounts also offer more flexibility than a
certificate  of  deposit  resulting  in a lower  rate.  A shift in the  level of
investment in the stock market to more  conservative  cash accounts also appears
to have enhanced deposit growth.

<table>
<caption>


(Rounded to nearest thousand)              At              Percentage            At              Percent
                                 September 30, 2001           of             June 30, 2000           of
                                                           portfolio                             portfolio

<S>                                      <C>                <C>                  <C>             <C>
Noninterest bearing deposits               $18,006            11.3%               $18,418          11.9%
Certificates of deposit                     61,376            38.5%                58,113          37.7%
Savings deposits                            55,769            34.9%                57,021          37.0%
Money market deposits                       11,867             7.4%                 9,194           6.0%
NOW deposits                                12,636             7.9%                11,446           7.4%
                                      ----------------    ------------         --------------   ------------

Total deposits                            $159,654           100.0%              $154,192          100.0%
                                       ================   ============         ==============   ============
</table>

BORROWINGS FROM FHLB. There was no change in the borrowing between
June 30, 2001 and September 30, 2001.

At September 30 and June 30, 2001, the Bank had the following borrowings:

           Amount        Rate              Maturity Date

       $2,500,000    6.82% -Fixed             09/02/2004
        2,500,000    6.80% -Fixed             10/04/2005
------------------
       $5,000,000
==================

ACCRUED EXPENSES AND OTHER LIABILITIES.  At September 30, 2001, accrued expenses
and other liabilities amounted to approximately $1.0 million as compared to $0.6
million at June 30, 2001, an increase of $0.4 million. The increase was
primarily due to increased  deferred taxes  associated with unrealized  gains on
available  for sale  securities.  Another  reason for the increase was due to an
increase in accrued expenses  associated with data processing that result from a
change in the  billing  cycle of the  processor  creating  a longer  lag  period
between the date of service and the billing date requiring a higher accrual.

EQUITY.  The primary  changes in equity included  changes in retained  earnings,
accumulated comprehensive income and treasury stock. Retained earnings increased
$113,147  due to net income of $343,954  offset by  dividends  paid of $230,807.
Unrealized gains on investment securities caused accumulated other comprehensive
income to increase by $456,019 to $955,041 at September 30, 2001. Treasury stock
increased  $373,515 to  $1,449,438  due to the  repurchase  of 26,300  shares of
common stock at an average cost of $14.20.  The remaining changes in equity were
due to amortization of compensation  expense  associated with the Employee Stock
Ownership Plan ("ESOP") and stock-based compensation expense associated with the
Management Recognition and Retention Plan.



<PAGE>



           Comparison of Operating Results for the Three Months Ended
                          September 30, 2001 and 2000


INTEREST  INCOME.  Total interest  income  increased by $310,627,  or 11.1%,  to
$3,108,586  for the  quarter-ended  September 30, 2001 as compared to $2,797,959
for the quarter ended  September 30, 2000.  Interest income on loans amounted to
$2,187,944  for the quarter  ended  September 30, 2001 as compared to $1,872,727
for the quarter-ended September 30, 2000, an increase of $315,217, or 16.8%. The
change was  attributable to the change in loan volume.  Average loans receivable
for the quarter-ended  September 30, 2001 amounted to $114.4 million as compared
to $98.0 million for the quarter-ended  September 30, 2000, an increase of $16.4
million or 16.7%. The average yield on such loans remained relatively consistent
at 7.64% for the  quarter-ended  September  30,  2001  compared to 7.65% for the
quarter-ended  September  30,  2000.  Total  interest on  investment  securities
including  mortgage-backed  securities  and  tax-free  securities  increased  to
$777,364 for the  quarter-ended  September  30, 2001 as compared to $748,745 for
the quarter-ended  September 30, 2000, an increase of $28,619 or 3.8%.  However,
average  investment  securities  decreased to $48.0 million for the  three-month
period ended  September 30, 2001 from $50.3 million for the  three-month  period
ended  September  30, 2000, a decrease of $2.3 million or 4.6%.  The decrease in
average  balance was offset by an increase in yield on  investments  of 52 basis
points to 6.35% for the  quarter-ended  September  30, 2001 as compared to 5.83%
for the quarter-ended September 30, 2000. The primary reason for the increase in
yield was due to the purchase of higher yielding  corporate  securities  between
September 30, 2000 and December 31, 2000. A significant number of purchases were
made during this timeframe,  which preceded most of the Federal Reserve interest
rate cuts.  Interest earned on interest  bearing deposits and federal funds sold
decreased by $33,209 and was  primarily  affected by the decrease in the federal
funds  rate,  which was 6.60% at  September  30,  2000 as  compared  to 2.75% at
September 30, 2001.

INTEREST  EXPENSE.  Total  interest  expense  amounted  to  $1,341,415  for  the
quarter-ended   September  30,  2001,   as  compared  to   $1,369,574   for  the
quarter-ended  September  30,  2000,  a decrease of $28,159,  or 2.1%.  Interest
expense  on  deposits   increased   $53,491  or  4.5%,  to  $1,255,590  for  the
quarter-ended   September  30,  2001,   as  compared  to   $1,202,099   for  the
quarter-ended  September  30,  2000.  The  increase  in expense  was a result of
increased  average deposits,  but was offset by average rate decreases.  Average
deposits   increased   $23.6  million  or  17.6%  to  $157.6   million  for  the
quarter-ended  September  30,  2001  as  compared  to  $134.0  million  for  the
quarter-ended  September 30, 2000. The average rate for the  three-month  period
ended  September  30,  2001  amounted  to 3.19%  as  compared  to 3.59%  for the
three-month period ended September 30, 2000, a decrease of 40 basis points.

Interest  expense  on  borrowings  amounted  to  $85,825  for the  quarter-ended
September  30, 2001,  and $167,475 for the  quarter-ended  September 30, 2000, a
decrease of $81,650,  or 48.8%.  As a result of growth in deposits  the level of
borrowings was decreased resulting in the lower interest expense.




NET INTEREST  INCOME.  Net interest  income is a function of interest income and
interest  expense.  As  a  result of  changes  in  interest-earning  assets  and
interest-bearing  liabilities,  net interest  spread  increased to 3.58% for the
three-month  period  ended  September  30,  2001 as  compared  to 3.26%  for the
three-month  period ended September 30, 2000, an improvement of 32 basis points.
Also, net interest margin  increased to 3.91% for the  three-month  period ended
September  30,  2001 as  compared  to 3.61% for the  three-month  period  ending
September 30, 2000, an  improvement of 30 basis points.  The  improvement in net
interest  income was the  primary  reason  for the  overall  improvement  in net
income.


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

Provisions for loan losses for the quarter-ended September 30, 2001 amounted to
$30,000 as compared to $15,000 for the quarter-ended September 30, 2000.

NONINTEREST   INCOME.   Noninterest   income   amounted  to  $352,297   for  the
quarter-ended  September 30, 2001, as compared to $250,857 for the quarter-ended
September  30,  2000,  an  increase  of  $101,440,  or  40.4%.  A  component  of
noninterest  income is service  charges on deposit  accounts  that  amounted  to
$186,525 for the  quarter-ended  September  30, 2001 as compared to $122,791 for
the  quarter-ended  September  30, 2000,  an increase of 63,734,  or 51.9%.  The
reason for the increase in service  charges was slightly  higher fees and growth
in the number of accounts.  Other  operating  income,  including fees associated
with ATMs,  debit  cards and  merchant  credit  card  processing  products,  has
continued to improve as the Company  expanded.  Other operating income increased
$37,706,  or 29.4% to $165,772 for the  quarter-ended  September  30,  2001,  as
compared to $128,066 for the quarter-ended September 30, 2000.

NONINTEREST  EXPENSE.  Total noninterest  expense amounted to $1,616,514 for the
quarter-ended September 30, 2001, and $1,403,920 for the quarter-ended September
30,  2000,  an  increase  of  $212,594,   or  15.1%.  The  overall  increase  in
non-interest  expense  can be  attributed  to the  opening of new  branches  and
expenses  associated  with  increase  volume  of  loans  and  deposit  accounts.
Compensation  expenses  increased  $87,971,  or 12.5% as a result  of  growth in
staffing  levels  associated  with the new  branch in  Westerlo,  New York.  The
completion of several  projects at the branches  contributed to lower  occupancy
costs.  Equipment  and furniture  expense  increased  $32,498,  or 41.8% and was
associated  with opening of the branch in Westerlo and some upgrades in computer
processing equipment.  Items contributing to an increase of $58,293, or 15.3% in
other operating  expenses include  additional  telephone,  postage,  and courier
services due to the increase in volume and number of deposit and loans.

INCOME TAXES. The provision for income taxes directly  reflects the expected tax
associated with the revenue generated for the given year and certain  regulatory
requirements.  Income taxes amounted to $129,000 for the quarter-ended September
30, 2001 and $48,658 for the  quarter-ended  September  30, 2000, an increase of
$80,342,  or 165.1%.  The effective tax rate  increased to 27.3% for the quarter
ended  September 30, 2001, as compared to 18.7% for the quarter ended  September
30, 2000 in  anticipation  of the  effective  rate  required for the fiscal year
ending June 30, 2002. A major reason for the change in effective  rate is due to
the expected  change as a percentage of total income that  municipal  securities
are expected to contribute during the fiscal year.





Item 3. Market Risk

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.  The  Company's  most
significant  form of market risk is interest rate risk since the majority of the
Company's assets and liabilities are sensitive to changes in interest rates. The
Company's  primary sources of funds are deposits and proceeds from principal and
interest payments on loans, mortgage-backed securities and debt securities, with
lines of credit  available  through the Federal Home Loan Bank as needed.  While
maturities and scheduled  amortization  of loans and securities are  predictable
sources of funds, deposit outflows, mortgage prepayments, and lending activities
are greatly  influenced  by general  interest  rates,  economic  conditions  and
competition.

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

Mortgage loan commitments totaled $3.8 million at September 30, 2001. The unused
portion  of  overdraft  lines of credit  amounted  to $0.8  million,  the unused
portion of home equity lines of credit amounted to $0.5 million,  and the unused
portion of commercial  lines of credit amounted to $1.1 million at September 30,
2001. The Company  anticipates  that it will have sufficient  funds available to
meet current loan commitments based on the level of cash and cash equivalents as
well as the available for sale investment portfolio.

The  Bank  met  all  capital   regulatory   at  September  30,  2001  and  2000.
Shareholders' equity represented 13.2% of total assets at September 30, 2001 and
13.6% of total assets of September 30, 2000.



<PAGE>



Part II.    Other Information


      Item 1. Legal Proceedings
              The Company is not engaged in any material legal proceedings
              at the present time.

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

      Item 3. Defaults Upon Senior Securities
              Not applicable

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

      Item 5. Other Information
              Not applicable

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



<PAGE>




                                   SIGNATURES



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


      Greene County Bancorp, Inc.

      Date:  November 14, 2001

      By: /s/ J. Bruce Whittaker



      J. Bruce Whittaker
      President and Chief Executive Officer





      Date:  November 14, 2001

      By: /s/ Michelle Plummer



      Michelle Plummer
      Chief Financial Officer