**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**-----------------------------------**





**FORM
      10-QSB**





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





**FOR
      THE QUARTERLY PERIOD ENDED DECEMBER 31, 2005**





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
      February 10, 2006, the registrant had 4,305,670 shares of common stock issued
      at
      $ 0.10 par value, and 4,135,446 shares were outstanding.





Transitional
      Small Business Disclosure


Format:
      Yes:    No: X








**GREENE
                COUNTY BANCORP, INC.**INDEXPART
                I.
            FINANCIAL
                INFORMATIONPageItem
                1.
            Financial
                Statements*
                Consolidated Statements of Financial Condition
            
            3*
                Consolidated Statements of Income
            
            4-5*
                Consolidated Statements of Comprehensive Income
            
            6*
                Consolidated Statements of Changes in Shareholders’ Equity
            
            7*
                Consolidated Statements of Cash Flows
            
            8*
                Notes to Consolidated Financial Statements
            
            9-13Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operation
            
            13-26Item
                3.
            Controls
                and Procedures
            
            27PART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            
            28Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            28Item
                3.
            Defaults
                Upon Senior Securities
            
            28Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            28Item
                5.
            Other
                Information
            
            28Item
                6.
            Exhibits
            
            28Signatures
            
            29-33Exhibit
                31.1 302 Certification of Chief Executive Officer
              Exhibit
                31.2 302 Certification of Chief Financial Officer
              Exhibit
                32.1 906 Statement of Chief Executive Officer
              Exhibit
                32.2 906 Statement of Chief Financial Officer
            
            30
              31
              32
              33










**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Financial Condition**


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








*ASSETS*
            
            
            December
                31, 2005
            
            
            June
                30, 2005Cash
                and due from banks
            
            $
            13,568,712
            
            $
            10,871,829Federal
                funds sold
            
            
            7,272,262
            
            
            9,059,377Total
                cash and cash equivalents
            
            
            20,840,974
            
            
            19,931,206Investment
                securities, at fair value
            
            
            86,675,713
            
            
            98,851,363Federal
                Home Loan Bank stock, at cost
            
            
            632,200
            
            
            1,784,800Loans
            
            
            177,215,719
            
            
            165,690,699Less:
                Allowance for loan losses
            
            
            (1,258,352
            )
            
            (1,235,999
            )Unearned
                origination fees and costs, net
            
            
            (92,249
            )
            
            (163,203
            )Net
                loans receivable
            
            
            175,865,118
            
            
            164,291,497Premises
                and equipment
            
            
            8,792,963
            
            
            7,795,631Accrued
                interest receivable
            
            
            1,602,178
            
            
            1,572,830Prepaid
                expenses and other assets
            
            
            841,300
            
            
            452,242Total
                assets
            
            $
            295,250,446
            
            $
            294,679,569*LIABILITIES
                AND SHAREHOLDERS’ EQUITY*Noninterest
                bearing deposits
            
            $
            38,691,887
            
            $
            37,590,756Interest
                bearing deposits
            
            
            217,338,710
            
            
            215,646,532Total
                deposits
            
            
            256,030,597
            
            
            253,237,288Borrowings
                from FHLB
            
            
            5,000,000
            
            
            7,500,000Accrued
                expenses and other liabilities
            
            
            736,653
            
            
            1,189,782Total
                liabilities
            
            
            261,767,250
            
            
            261,927,070Shareholders’
                equityPreferred
                stock,Authorized
                1,000,000 shares; none issuedCommon
                stock, par value $.10 per share;Authorized:12,000,000
                sharesIssued:
                4,305,670 sharesOutstanding:
                4,132,206 shares at December 31, 2005and
                4,129,906 shares at June 30, 2005;
            
            
            430,567
            
            
            430,567Additional
                paid-in capital
            
            
            10,227,582
            
            
            10,128,980Retained
                earnings
            
            
            23,948,963
            
            
            23,168,205Accumulated
                other comprehensive (loss) income
            
            
            (31,374
            )
            
            162,424Less:
                Treasury stock (shares at cost) 173,464 shares at December 31,2005,
                and 175,764 shares at June 30, 2005
            
            
            (929,378
            )
            
            (941,694
            )Unearned
                ESOP shares (at cost)
            
            
            (163,164
            )
            
            (195,983
            )Total
                shareholders’ equity
            
            
            33,483,196
            
            
            32,752,499Total
                liabilities and shareholders’ equity
            
            $
            295,250,446
            
            $
            294,679,569*See
                notes to consolidated financial statements.*








**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Income**


**For
      the Six Months Ended December 31, 2005 and 2004**


**(Unaudited)**


2005
            
            
            2004Interest
                income:Loans
            
            $
            5,466,108
            
            $
            4,968,080Investment
                securities
            
            
            250,421
            
            
            481,308Mortgage-backed
                securities
            
            
            779,098
            
            
            1,028,221Tax
                free securities
            
            
            481,561
            
            
            431,925Interest
                bearing deposits and federal funds sold
            
            
            211,794
            
            
            112,881Total
                interest income
            
            
            7,188,982
            
            
            7,022,415Interest
                expense:Interest
                on deposits
            
            
            1,708,963
            
            
            1,397,500Interest
                on borrowings
            
            
            137,268
            
            
            207,835Total
                interest expense
            
            
            1,846,231
            
            
            1,605,335Net
                interest income
            
            
            5,342,751
            
            
            5,417,080Provision
                for loan losses
            
            
            60,000
            
            
            70,503Net
                interest income after provision for loan losses
            
            
            5,282,751
            
            
            5,346,577Noninterest
                income:Service
                charges on deposit accounts
            
            
            912,626
            
            
            883,200Debit
                card fees
            
            
            233,625
            
            
            176,629Other
                operating income
            
            
            416,358
            
            
            330,556Total
                noninterest income
            
            
            1,562,609
            
            
            1,390,385Noninterest
                expense:Salaries
                and employee benefits
            
            
            2,854,395
            
            
            2,459,168Occupancy
                expense
            
            
            289,042
            
            
            230,861Equipment
                and furniture expense
            
            
            395,385
            
            
            324,403Service
                and data processing fees
            
            
            521,312
            
            
            555,068Office
                supplies
            
            
            56,824
            
            
            58,295Other
            
            
            1,066,932
            
            
            854,703Total
                noninterest expense
            
            
            5,183,890
            
            
            4,482,498Income
                before provision for income taxes
            
            
            1,661,470
            
            
            2,254,464Provision
                for income taxes
            
            
            478,800
            
            
            645,800Net
                income
            
            $
            1,182,670
            
            $
            1,608,664Basic
                EPS
            
            $
            0.29
            
            $
            0.39Basic
                shares outstanding
            
            
            4,091,442
            
            
            4,113,608Diluted
                EPS
            
            $
            0.28
            
            $
            0.38Diluted
                average shares outstanding
            
            
            4,177,775
            
            
            4,211,444*See
                notes to consolidated financial statements.*


*All
      share and per share information* *for
      the period ended December 31, 2004, have been restated to give effect to the
      2-for-1 stock split which was effective on May 31, 2005*








**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Income**


**For
      the Three Months Ended December 31, 2005 and 2004**


**(Unaudited)**


2005
            
            
            2004Interest
                income:Loans
            
            $
            2,784,177
            
            $
            2,506,972Investment
                securities
            
            
            106,703
            
            
            213,588Mortgage-backed
                securities
            
            
            320,798
            
            
            509,957Tax
                free securities
            
            
            249,224
            
            
            218,275Interest
                bearing deposits and federal funds sold
            
            
            92,243
            
            
            66,206Total
                interest income
            
            
            3,553,145
            
            
            3,514,998Interest
                expense:Interest
                on deposits
            
            
            892,245
            
            
            704,471Interest
                on borrowings
            
            
            47,908
            
            
            89,243Total
                interest expense
            
            
            940,153
            
            
            793,714Net
                interest income
            
            
            2,612,992
            
            
            2,721,284Provision
                for loan losses
            
            
            30,000
            
            
            26,674Net
                interest income after provision for loan losses
            
            
            2,582,992
            
            
            2,694,610Noninterest
                income:Service
                charges on deposit accounts
            
            
            449,821
            
            
            446,389Debit
                card fees
            
            
            120,040
            
            
            93,122Other
                operating income
            
            
            190,553
            
            
            166,822Total
                noninterest income
            
            
            760,414
            
            
            706,333Noninterest
                expense:Salaries
                and employee benefits
            
            
            1,393,713
            
            
            1,254,943Occupancy
                expense
            
            
            152,625
            
            
            115,167Equipment
                and furniture expense
            
            
            211,338
            
            
            168,031Service
                and data processing fees
            
            
            238,851
            
            
            275,816Office
                supplies
            
            
            27,935
            
            
            28,834Other
            
            
            594,054
            
            
            430,208Total
                noninterest expense
            
            
            2,618,516
            
            
            2,272,999Income
                before provision for income taxes
            
            
            724,890
            
            
            1,127,944Provision
                for income taxes
            
            
            197,700
            
            
            323,800Net
                income
            
            $
            527,190
            
            $
            804,144Basic
                EPS
            
            $
            0.13
            
            $
            0.20Basic
                shares outstanding
            
            
            4,093,593
            
            
            4,117,386Diluted
                EPS
            
            $
            0.13
            
            $
            0.19Diluted
                average shares outstanding
            
            
            4,179,338
            
            
            4,214,608*See
                notes to consolidated financial statements.*


*All
      share and per share information* *for
      the period ended December 31, 2004, have been restated to give effect to the
      2-for-1 stock split which was effective on May 31, 2005*





**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Comprehensive Income**


**For
      the Six Months Ended December 31, 2005 and 2004**


**(Unaudited)**











**2005**
            
            
            **2004**Net
                income
            
            $
            1,182,670
            
            $
            1,608,664Other
                comprehensive (loss) income:Unrealized
                holding (losses) gains arising during the six monthsended
                December 31, 2005 and 2004, net oftax
                ($123,643) and $281,919, respectively.
            
            
            (193,798
            )
            
            441,879Total
                other comprehensive (loss) income
            
            
            (193,798
            )
            
            441,879Comprehensive
                income
            
            $
            988,872
            
            $
            2,050,543*See
                notes to consolidated financial statements.*








**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Comprehensive Income**


**For
      the Thre** **e
      Months Ended December 31, 2005 and 2004**


**(Unaudited)**











**2005**
            
            
            **2004**Net
                income
            
            $
            527,190
            
            $
            804,144Other
                comprehensive loss:Unrealized
                holding losses arising during the three monthsended
                December 31, 2005 and 2004, net oftax
                of $31,427 and $111,667, respectively.
            
            
            (49,258
            )
            
            (175,028
            )Total
                other comprehensive (loss)
            
            
            (49,258
            )
            
            (175,028
            )Comprehensive
                income
            
            $
            477,932
            
            $
            629,116*See
                notes to consolidated financial statements.*














**Greene
      County Bancorp, Inc.**


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


**For
      the Six Months Ended December 31, 2005 and 2004**


**(Unaudited)**





AccumulatedAdditional
            
            Other
            Unearned
            
            Unearned
            TotalCapital
            Paid
                - In
            Retained
            Comprehensive
            Stock-based
            Treasury
            ESOP
            Shareholders’Stock
            Capital
            Earnings
            Income
            Compensation
            Stock
            Shares
            Equity(loss)Balance
                atJune
                30, 2004
            $215,284
            $10,151,621
            $21,002,589
            $(183,422)
            ($39,319)
            ($1,056,906)
            ($264,035)
            $29,825,812ESOP
                shares earned
            
            83,564
            
            
            
            
            34,307
            117,871Options
                exercised
            
            7,728
            
            
            
            30,424
            
            38,152Stock-based
              compensation
              earned
            
            
            
            
            26,213
            
            
            26,213Dividends
                declared of $0.21 per common share
            
            
            (381,648)
            
            
            
            
            (381,648)Net
                income
            
            
            1,608,664
            
            
            
            
            1,608,664Unrealized
                gain, net
            
            
            
            441,879
            
            
            
            441,879Balance
                atDecember
                31, 2004
            $215,284
            $10,242,913
            $22,229,605
            $258,457
            ($13,106)
            ($1,026,482)
            ($229,728)
            $31,676,943Balance
                atJune
                30, 2005
            $430,567
            $10,128,980
            $23,168,205
            $162,424
            $---
            ($941,694)
            ($195,983)
            $32,752,499ESOP
                shares earned
            
            101,862
            
            
            
            
            32,819
            134,681Options
                exercised
            
            (3,260)
            
            
            
            12,316
            
            9,056Dividends
                declared of $0.22 per common share
            
            
            (401,912)
            
            
            
            
            (401,912)Net
                income
            
            
            1,182,670
            
            
            
            
            1,182,670Unrealized
                (loss), net
            
            
            
            (193,798)
            
            
            
            (193,798)Balance
                atDecember
                31, 2005
            $430,567
            $10,227,582
            $23,948,963
            ($31,374)
            $---
            ($929,378)
            ($163,164)
            $33,483,196





*See
      notes to consolidated financial statements.*





**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Cash Flows**


**For
      the Six Months Ended December 31, 2005 and 2004**


**(Unaudited)**





2005
            
            
            2004Cash
                flows from operating activities:Net
                Income
            
            $
            1,182,670
            
            $
            1,608,664Adjustments
                to reconcile net income to cash provided by operating
                activities:Depreciation
            
            
            398,703
            
            
            290,000Net
                amortization of premium
            
            
            1,001,389
            
            
            732,355Provision
                for loan losses
            
            
            60,000
            
            
            70,503ESOP
                and other stock-based compensation earned
            
            
            134,681
            
            
            144,084Gain
                on sale of foreclosed real estate
            
            
            ---
            
            
            (19,484
            )Net
                decrease in accrued income taxes
            
            
            (72,847
            )
            
            (57,833
            )Net
                (increase) in accrued interest receivable
            
            
            (29,348
            )
            
            (69,745
            )Net
                (increase) in prepaid and other assets
            
            
            (265,415
            )
            
            (83,778
            )Net
                (decrease) in other liabilities
            
            
            (380,282
            )
            
            (82,877
            )Net
                cash provided by operating activities
            
            
            2,029,551
            
            
            2,531,889Cash
                flows from investing activities:Proceeds
                from maturities and calls of securities
            
            
            4,812,262
            
            
            8,622,341Purchases
                of securities and other investments
            
            
            (5,353,520
            )
            
            (5,135,762
            )Principal
                payments on securities
            
            
            1,737,451
            
            
            535,461Principal
                payments on mortgage-backed securities
            
            
            10,813,227
            
            
            5,997,722Purchases
                of mortgage-backed securities
            
            
            ---
            
            
            (7,581,686
            )Net
                increase in loans receivable
            
            
            (11,633,621
            )
            
            (5,868,477
            )Proceeds
                from the sale of foreclosed real estate
            
            
            ---
            
            
            117,173Proceeds
                from sale of premises and equipment
            
            
            1,627
            
            
            ---Purchases
                of premises and equipment
            
            
            (1,397,662
            )
            
            (938,848
            )Net
                cash used in investing activities
            
            
            (1,020,236
            )
            
            (4,252,076
            )Cash
                flows from financing activities:Repayments
                of FHLB borrowings
            
            
            (2,500,000
            )
            
            (2,500,000
            )Dividends
                paid
            
            
            (401,912
            )
            
            (381,648
            )Proceeds
                from exercise of stock options
            
            
            9,056
            
            
            38,152Net
                increase in deposits
            
            
            2,793,309
            
            
            3,603,034Net
                cash (used in) provided by financing activities
            
            
            (99,547
            )
            
            759,538Net
                increase (decrease) in cash and cash equivalents
            
            
            909,768
            
            
            (960,649
            )Cash
                and cash equivalents at beginning of period
            
            
            19,931,206
            
            
            21,417,738Cash
                and cash equivalents at end of period
            
            $
            20,840,974
            
            $
            20,457,089


*See
                notes to consolidated financial statements.*








**Greene
      County Bancorp, Inc.**


**Notes
      to Consolidated Financial Statements**


**As
      of and for the Six Months and Three Months Ended December 31, 2005 and
      2004**








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





The
      accompanying consolidated balance sheet information as of June 30, 2005 was
      derived from the audited consolidated financial statements of Greene County
      Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, The Bank of
      Greene County (the “Bank”) and its subsidiary, Greene County Commercial Bank.
      The consolidated financial statements at and for the three and six months ended
      December 31, 2005 and 2004 are unaudited.





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





CRITICAL
      ACCOUNTING POLICY





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





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








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





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




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





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




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





Basic
      earnings per share (“EPS”) on common stock are computed by dividing net income
      by the weighted average number of shares of common stock outstanding for the
      period. Shares of restricted stock are not considered outstanding for the
      calculation of basic earnings per share until they become fully vested. Diluted
      earnings per share are computed in a manner similar to that of basic earnings
      per share except that the weighted average number of common shares outstanding
      is increased to include the number of incremental common shares that would
      have
      been outstanding under the treasury stock method if all potentially dilutive
      instruments (such as stock options and unvested restricted stock) became vested
      and (in the case of stock options) exercised during the period. Unallocated
      common shares held by the ESOP are not included in the weighted average number
      of common shares outstanding for either the basic or diluted earnings per share
      calculations. All share and per share information has been restated, for periods
      ended December 31, 2004, to give effect to the 2-for-1 stock split which was
      effective on May 31, 2005.





**Net
                Income**
            
            
            **Weighted
                Average Number of Shares**
              **Outstanding**
            
            
            **Earnings
                Per Share****Six
                Months Ended**December
                31, 2005:
            
            $
            1,182,670Basic
                EPS
            
            
            
            
            
            4,091,442
            
            $
            0.29Diluted
                EPS
            
            
            
            
            
            4,177,775
            
            $
            0.28December
                31, 2004:
            
            $
            1,608,664Basic
                EPS
            
            
            
            
            
            4,113,608
            
            $
            0.39Diluted
                EPS
            
            
            
            
            
            4,211,444
            
            $
            0.38**Three
                Months Ended**December
                31, 2005:
            
            $
            527,190Basic
                EPS
            
            
            
            
            
            4,093,593
            
            $
            0.13Diluted
                EPS
            
            
            
            
            
            4,179,338
            
            $
            0.13December
                31, 2004:
            
            $
            804,144Basic
                EPS
            
            
            
            
            
            4,117,386
            
            $
            0.20Diluted
                EPS
            
            
            
            
            
            4,214,608
            
            $
            0.19




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





The
      Board
      of Directors declared a semi-annual cash dividend of $0.22 per share of Greene
      County Bancorp, Inc.’s common stock. The dividend reflects an annual cash
      dividend rate of $0.44 per share, which represents an increase from the previous
      annual cash dividend rate of $0.43 per share. The dividend was payable to
      stockholders of record as of August 15, 2005, and paid on September 1, 2005.
      It
      should be noted that Greene County Bancorp, Inc.’s mutual holding company
      continued to waive receipt of dividends for the current period.





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





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




**(7)       
      Impact of Recent Accounting Pronouncements**





In
      December 2004, the Financial Accounting Standard Board (FASB) issued SFAS No.
      123(R), "Share-Based Payment" SFAS 123(R) amends SFAS No. 123, "Accounting
      for
      Stock-Based Compensation", and APB Opinion 25, "Accounting for Stock Issued
      to
      Employees." SFAS No.123(R) requires compensation costs related to share-based
      payment transactions to be recognized in the financial statements over the
      period that the employees provide service in exchange for the award. Public
      companies are required to adopted the new standard using a modified prospective
      method and may elect to restate prior periods using the modified retrospective
      method. Under the modified prospective method, companies are required to record
      compensation cost for new and modified awards over the related vesting period
      of
      such awards prospectively and record compensation cost prospectively for the
      unvested portion, at the date of adoption, of previously issued and outstanding
      awards over the remaining vesting period of such awards. No change to prior
      periods presented is permitted under the modified prospective method. Under
      the
      modified retrospective method, companies record compensation costs for prior
      periods retroactively through restatement of such periods using the exact pro
      forma amounts disclosed in the companies’ footnotes. Also, in the period of
      adoption and after, companies record compensation cost based on the modified
      prospective method.





The
      Company is required to adopt SFAS No. 123R at the beginning of its first annual
      period beginning after December 15, 2005. Early application of Statement No.
      123R is encourage, but not required.





The
      Company expects to adopt Statement No. 123R on July 1, 2006, using the modified
      prospective method and believes the effect of such adoption will not be material
      to our consolidated financial position or results of operations.





In
      January 2003, the FASB’s Emerging Issues Task Force (EITF) issued EITF Issue No.
      03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to
      Certain Investors” ** (“EITF
      03-1”), and in March 2004, the EITF issued an update. EITF 03-1 addresses the
      meaning of other-than-temporary impairment and its application to certain debt
      and equity securities. EITF 03-1 aids in the determination of impairment of
      an
      investment and gives guidance as to the measurement of impairment loss and
      the
      recognition and disclosures of other-than-temporary investments. EITF 03-1
      also
      provides a model to determine other-than-temporary impairment using
      evidence-based judgment about the recovery of the fair value up to the cost
      of
      the investment by considering the severity and duration of the impairment in
      relation to the forecasted recovery of the fair value. In July 2005, FASB
      adopted the recommendation of its staff to nullify key parts of EITF 03-1.
      The
      staff’s recommendations were to nullify the guidance on the determination of
      whether an investment is impaired as set forth in paragraphs 10-18 of Issue
      03-1
      and not to provide additional guidance on the meaning of other-than-temporary
      impairment. Instead, the staff recommends entities recognize
      other-than-temporary impairments by applying existing accounting literature
      such
      as paragraph 16 of SFAS 115.





**(8)        Stock-Based
      Compensation**





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





Six
                Months Ended
            Three
                Months EndedDecember
                31,
            December
                31,2005
            2004
            2005
            2004Net
                income, as reported
            
            
            $1,182,670
            $1,608,664
            $527,190
            $804,144Add:
                Total stock-based compensationrecognized
                in financial statements
            
            
            ---
            26,212
            ---
            13,106Deduct:
                Total stock-based compensationexpense
                determined under fair valuebased
                method for all awards, net ofrelated
                tax effects
            
            
            (988)
            (40,027)
            (505)
            (20,014)Pro
                forma net income
            
            
            $1,181,682
            $1,594,849
            $526,685
            $797,236Earnings
                per share:Basic
                - as reported
            
            
            $0.29
            $0.39
            $0.13
            $0.20Basic
                - pro forma
            
            
            $0.29
            $0.39
            $0.13
            $0.20Diluted
                - as reported
            
            
            $0.28
            $0.38
            $0.13
            $0.19Diluted
                - pro forma
            
            
            $0.29
            $0.38
            $0.13
            $0.19





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





**(9)        
      Subsequent Event**





On
      January 17, 2006, the Board of Directors declared a semi-annual cash dividend
      of
      $0.23 per share of the Company’s common stock. The dividend reflects an annual
      cash dividend rate of $0.46 cents per share, which represented an increase
      from
      the current annual cash dividend rate of $0.44 per share. The dividend will
      be
      payable to stockholders of record as of February 15, 2006, and will be paid
      on
      March 1, 2006. The Company’s mutual holding company has waived receipt of the
      cash dividend.





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





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





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





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





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





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





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





**Special
      Note Regarding Forward Looking Statements**





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


(a)
            changes
                in general market interest rates,


(b)
            general
                economic conditions,


(c)
            legislative
                and regulatory changes,


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


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


(f)
            deposit
                flows,


(g)
            competition,
                and


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





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








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





ASSETS





Total
      assets of the Company increased to $295.3 million at December 31, 2005 from
      $294.7 million **** at
      June
      30, 2005. The asset composition shifted toward loans, which amounted to $175.9
      million, or 59.6% of total assets at December 31, 2005, as compared to $164.3
      million, or 55.8% of total assets at June 30, 2005. The asset composition
      shifted away from securities, which represented $86.7 million or 29.4% of total
      assets at December 31, 2005 as compared to $98.9 million or 33.6% of total
      assets at June 30, 2005.





CASH
      AND
      CASH EQUIVALENTS





Total
      cash and cash equivalents increased to $20.8 million at December 31, 2005 as
      compared to $19.9 million at June 30, 2005, an increase of $910,000 or 4.6%.
      Cash, such as vault cash and balances with correspondent banks, increased to
      $13.6 million at December 31, 2005 as compared to $10.9 million at June 30,
      2005. The change was a function of normal daily activities. Federal funds sold
      decreased to $7.3 million at December 31, 2005 as compared to $9.1 million
      at
      June 30, 2005.





INVESTMENT
      SECURITIES





Investment
      securities decreased to $86.7 million at December 31, 2005 as compared to $98.9
      million at June 30, 2005, a decrease of $12.2 million, or 12.3%. The decrease
      was the result of principal payments on securities of $12.6 million during
      the
      six-month period ended December 31, 2005, including $10.8 million on
      mortgage-backed securities. Maturities and calls of securities totaling $4.8
      million were offset by purchases of $5.4 million in investment securities,
      primarily state and political subdivision securities. The decline in the
      investment portfolio was used to help fund loan growth. The investment portfolio
      shifted away from corporate debt securities, which represented 1.8% of the
      portfolio at December 31, 2005 as compared to 5.1% at June 30, 2005, due to
      maturities, and toward state and political subdivision investments which
      represented 34.0% of the portfolio composition at December 31, 2005 as compared
      to 26.4% at June 30, 2005. The shift toward state and political subdivision
      securities was to take advantage of tax savings and to promote Greene County
      Bancorp, Inc.’s participation in the communities in which it
      operates.





*(Dollars
                rounded to nearest thousand)*
            
            
            Fair
                value at
              Dec.
                31, 2005
            
            
            Percentage
              of
                portfolio
            
            
            Fair
                value at
              June
                30, 2005
            
            
            Percentage
              of
                portfolioU.S.
                government agencies
            
            $
            3,718
            
            
            4.3
            %
            $
            3,889
            
            
            3.9
            %State
                and political subdivisions
            
            
            29,477
            
            
            34.0
            
            
            26,086
            
            
            26.4Mortgage-backed
                securities
            
            
            50,361
            
            
            58.1
            
            
            62.158
            
            
            62.9Asset-backed
                securities
            
            
            116
            
            
            0.1
            
            
            144
            
            
            0.2Corporate
                debt securities
            
            
            1,515
            
            
            1.8
            
            
            5,056
            
            
            5.1Total
                debt securities
            
            
            85,187
            
            
            98.3
            
            
            97,333
            
            
            98.5Equity
                securities and other
            
            
            1,489
            
            
            1.7
            
            
            1,518
            
            
            1.5Total
                available-for-sale securities
            
            $
            86,676
            
            
            100.0
            %
            $
            98,851
            
            
            100.0
            %








LOANS





Net
      loans
      receivable increased to $175.9 million at December 31, 2005 from $164.3 million
      at June 30, 2005, an increase of $11.6 million, or 7.1%. The loan growth
      experienced during the six months primarily consisted of $8.3 million in
      residential mortgages, $1.8 million in home equity loans, and $910,000 in
      commercial loans. The continued low interest rate environment and strong
      customer satisfaction from personal service continued to enhance loan growth.
      Recent interest rate hikes by the Federal Open Market Committee have yet to
      significantly affect long term interest rates. If long term rates begin to
      rise,
      the Company anticipates some slow down in new loan demand as well as refinancing
      activities. It appears consumers continue to use the equity in their homes
      and
      credit cards to fund financing needs for some activities where in the past
      an
      installment loan may have been the choice. The low costs options from auto
      makers continued to cut into the Bank’s automobile loan generation.





*(Dollars
                rounded to nearest thousand)*
            
            
            At
              Dec.
                31, 2005
            
            
            Percentage
              of
                portfolio
            
            
            At
              June
                30, 2005
            
            
            Percentage
              of
                portfolioReal
                estate mortgagesResidential
            
            $
            132,245
            
            
            74.6
            %
            $
            123,939
            
            
            74.8
            %Commercial
            
            
            18,741
            
            
            10.6
            
            
            18,077
            
            
            10.9Home
                equity loans
            
            
            14,368
            
            
            8.1
            
            
            12,607
            
            
            7.6Commercial
                loans
            
            
            7,770
            
            
            4.4
            
            
            6,860
            
            
            4.1Installment
                loans
            
            
            3,269
            
            
            1.8
            
            
            3,466
            
            
            2.1Passbook
                loans
            
            
            823
            
            
            0.5
            
            
            742
            
            
            0.5Total
                loans
            
            $
            177,216
            
            
            100.0
            %
            $
            165,691
            
            
            100.0
            %Less:
                Allowance for loan losses
            
            
            (1,258
            )
            
            
            
            
            (1,236
            )Unearned
                origination fees and costs, net
            
            
            (93
            )
            
            
            
            
            (163
            )Net
                loans receivable
            
            $
            175,865
            
            
            
            
            $
            164,292











ALLOWANCE
      FOR LOAN LOSSES





The
      allowance for loan losses is established through a provision for loan losses
      based on management’s evaluation of the risk inherent in the loan portfolio, the
      composition of the loan portfolio, specific impaired loans and current economic
      conditions. Such evaluation, which includes a review of all loans on which
      full
      collectibility may not be reasonably assured, considers among other matters,
      the
      estimated net realizable value or the fair value of the underlying collateral,
      economic conditions, historical loan loss experience and other factors that
      warrant recognition in providing for an allowance for loan losses. In addition,
      various regulatory agencies, as an integral part of their examination process,
      periodically review The Bank of Greene County’s allowance for loan losses and
      valuation of OREO. Such agencies may require The Bank of Greene County to
      recognize additions to the allowance based on their judgment about information
      available to them at the time of their examination. The allowance for loan
      losses is increased by a provision for loan losses (which results in a charge
      to
      expense) and recoveries of previously charged off loans and is reduced by loan
      charge-offs. The level of the provision for the six months and quarter ended
      December 31, 2005, was driven by the continued strong asset quality and the
      low
      level of net charge-offs associated with the overdraft protection program.
      Various regulatory agencies issued guidance recommending banks include the
      charged off account balances associated with such program in the evaluation
      of
      the allowance for loan losses. The Company has implemented this guidance as
      net
      charge-offs were previously included with other operating expenses as other
      losses associated with customer accounts. The charged off amount does not
      include associated fees which would have been collected. Any future increase
      in
      the allowance for loan losses or loan charge-offs could have a material adverse
      effect on the Company’s results of operations and financial
      condition.





Allowance
                for loan losses
            
            
            Six
                months ended
            
            
            Six
                months endedDecember
                31, 2005
            
            
            December
                31, 2004Balance
                at the beginning of the period
            
            $
            1,235,999
            
            $
            1,241,091Charge-offs:Installment
                loans to individuals
            
            
            22,037
            
            
            13,289Overdraft
                protection
            
            
            34,804
            
            
            45,918Total
                loans charged off
            
            
            56,841
            
            
            59,207Recoveries:Installment
                loans to individuals
            
            
            4,690
            
            
            13,930Overdraft
                protection
            
            
            14,504
            
            
            15,415Total
                recoveries
            
            
            19,194
            
            
            29,345Net
                charge-offs
            
            
            37,647
            
            
            29,862Provisions
                charged to operations
            
            
            60,000
            
            
            70,503Balance
                at the end of the period
            
            $
            1,258,352
            
            $
            1,281,732Ratio
                of net charge-offs to average loans outstanding
            
            
            0.02
            %
            
            0.02
            %Ratio
                of net charge-offs to nonperforming assets
            
            
            3.44
            %
            
            9.15
            %Allowance
                for loan loss to nonperforming loans
            
            
            114.89
            %
            
            392.65
            %Allowance
                for loan loss to net loans receivable
            
            
            0.72
            %
            
            0.83
            %








Nonaccrual
      Loans and Nonperforming Assets


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





Analysis
      of Nonaccrual Loans and Nonperforming Assets





At
                December 31, 2005
            
            
            At
                June 30, 2005Nonaccruing
                loans:Real
                estate mortgage loans:Residential
                mortgages loans (one- to four-family)
            
            $
            428,075
            
            $
            125,841Commercial
                mortgage loans
            
            
            412,078
            
            
            50,318Home
                equity
            
            
            35,033
            
            
            96,381Commercial
                loans
            
            
            128,347
            
            
            24,416Installment
                loans to individuals
            
            
            91,767
            
            
            51,387Total
                nonaccruing loans
            
            
            1,095,300
            
            
            348,343Real
                Estate Foreclosed:
            
            
            ---
            
            
            ---Total
                nonperforming assets
            
            $
            1,095,300
            
            $
            348,343Total
                nonperforming assets
              as
                a percentage of total assets
            
            
            0.37
            %
            
            0.12
            %Total
                nonperforming loans to total loans
            
            
            0.62
            %
            
            0.21
            %





During
      the six months ended, December 31, 2005, gross interest income of approximately
      $29,000 would have been recorded on nonaccrual loans under their original terms
      if the loans had been current throughout the period. No interest income was
      recorded on nonaccrual loans or on accruing loans more than 90 days delinquent
      at December 31, 2005.








DEPOSITS





Total
      deposits increased to $256.0 million at December 31, 2005 from $253.2 million
      at
      June 30, 2005, an increase of $2.8 million, or 1.1%. As noted earlier, the
      Federal Open Market Committee has raised interest rates recently; as a result,
      customers have begun to invest again in certificates of deposit indicated by
      a
      balance increase of $2.5 million between June 30, 2005 and December 31, 2005.
      The Company continues to try to encourage customers to open noninterest bearing
      deposit accounts through various marketing strategies, including gifts. The
      Bank
      of Greene County has had some deposit pressure in the rising rate environment.
      The opening of Greene County Commercial Bank in June 2004 has provided another
      market helping to offset deposit pressure for the overall Company. If rates
      continue to rise, the Company can expect continued deposit pressure as
      individuals may seek alternative investment opportunities.





*(Dollars
                rounded to nearest thousand)*
            
            
            At
              Dec.
                31, 2005
            
            
            Percentage
              of
                portfolio
            
            
            At
              June
                30, 2005
            
            
            Percentage
              of
                portfolioNoninterest
                bearing deposits
            
            $
            38,692
            
            
            15.1
            %
            $
            37,591
            
            
            14.9
            %Certificates
                of deposit
            
            
            56,481
            
            
            22.1
            
            
            53,991
            
            
            21.3Savings
                deposits
            
            
            93,103
            
            
            36.4
            
            
            97,759
            
            
            38.6Money
                market deposits
            
            
            39,332
            
            
            15.3
            
            
            40,766
            
            
            16.1NOW
                deposits
            
            
            28,423
            
            
            11.1
            
            
            23,130
            
            
            9.1Total
                deposits
            
            $
            256,031
            
            
            100.0
            %
            $
            253,237
            
            
            100.0
            %











BORROWINGS





At
      December 31, 2005, The Bank of Greene County had the following
      borrowings:





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




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





SHAREHOLDERS’
      EQUITY





Shareholders’
      equity increased to $33.5 million at December 31, 2005 from $32.8 million at
      June 30, 2005, as net income of $1.2 million was partially offset by dividends
      declared of $402,000. Accumulated other comprehensive (loss) increased $194,000
      as a result of a decline in the fair value of the available-for-sale investment
      portfolio, net of tax. Other changes in equity were the result of activities
      associated with the various stock-based compensations plans of the Company
      including the 2000 Stock Option Plan and ESOP Plan. 2,300 options were exercised
      during the six months ended December 31, 2005, reducing the number of shares
      held as treasury stock to 173,464.








**Comparison
      of Operating Results for the Six Months and Quarter Ended December 31, 2005
      and
      2004**








**Average
      Balance Sheet**





The
      following Average Balance Sheet tables set forth certain information relating
      to
      Greene County Bancorp, Inc. for the six months and quarters ended December
      31,
      2005 and 2004. For the periods indicated, the total dollar amount of interest
      income from average interest-earning assets and the resultant yields, as well
      as
      the interest expense on average interest-bearing liabilities, are expressed
      both
      in dollars and rates. No tax equivalent adjustments were made. For the six
      months and quarters ended December 31, 2005 and 2004, average balances were
      based on daily averages. Interest and balances of nonaccrual loans and certain
      deferred origination fees and costs have been excluded from the average loan
      balances and yield calculations in these tables.








**Six
      Months Ended December 31, 2005 and 2004**





*(Dollars
                in thousands)*
            
            
            2005
            
            
            2005
            
            
            2005
            
            
            2004
            
            
            2004
            
            
            2004Average
            
            
            Interest
            
            
            Average
            
            
            Average
            
            
            Interest
            
            
            AverageOutstanding
            
            
            Earned/
            
            
            Yield/
            
            
            Outstanding
            
            
            Earned/
            
            
            Yield/Balance
            
            
            Paid
            
            
            Rate
            
            
            Balance
            
            
            Paid
            
            
            RateInterest
                earning assets:Loans
                receivable, net1
            
            $
            169,220
            
            $
            5,466
            
            
            6.46
            %
            $
            152,484
            
            $
            4,968
            
            
            6.52
            %Investment
                securities2
            
            
            92,471
            
            
            1,468
            
            
            3.18
            
            
            99,314
            
            
            1,921
            
            
            3.87Federal
                funds
            
            
            9,297
            
            
            169
            
            
            3.64
            
            
            10,810
            
            
            89
            
            
            1.65Interest
                bearing bank balances
            
            
            2,718
            
            
            43
            
            
            3.16
            
            
            2,428
            
            
            23
            
            
            1.89FHLB
                stock
            
            
            1,591
            
            
            43
            
            
            5.41
            
            
            1,451
            
            
            21
            
            
            2.89Total
                interest earning assets
            
            $
            275,297
            
            $
            7,189
            
            
            5.22
            
            $
            266,487
            
            $
            7,022
            
            
            5.27Interest
                bearing liabilities:Savings
                and money market deposits
            
            $
            135,633
            
            $
            908
            
            
            1.34
            
            $
            132,450
            
            $
            751
            
            
            1.13Demand
                and NOW deposits
            
            
            61,170
            
            
            61
            
            
            0.20
            
            
            56,900
            
            
            50
            
            
            0.18Certificates
                of deposit
            
            
            55,202
            
            
            740
            
            
            2.68
            
            
            56,677
            
            
            596
            
            
            2.10Borrowings
            
            
            6,291
            
            
            137
            
            
            4.36
            
            
            8,356
            
            
            208
            
            
            4.98Total
                interest bearing liabilities
            
            $
            258,296
            
            $
            1,846
            
            
            1.43
            %
            $
            254,383
            
            $
            1,605
            
            
            1.26
            %Net
                interest income
            
            
            
            
            $
            5,343
            
            
            
            
            
            
            
            $
            5,417Net
                interest rate spread
            
            
            
            
            
            
            
            
            3.79
            %
            
            
            
            
            
            
            
            4.01
            %Net
                interest margin
            
            
            
            
            
            
            
            
            3.88
            %
            
            
            
            
            
            
            
            4.07
            %Average
                interest earning assets toaverage
                interest bearing liabilities
            
            
            106.58
            %
            
            
            
            
            
            
            
            104.76
            %
            
            
            
            
            104.76
            %





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


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





**Rate
      / Volume Analysis**





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


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


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


(iii)
            The
                net change.


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





Six
                Months
              Ended
                December 31,*(Dollars
                in thousands)*
            
            2005
                versus 2004Increase/(Decrease)
            
            TotalDue
                to
            
            Increase/Interest-earning
                assets:
            
            
            Volume
            
            
            Rate
            
            
            (Decrease)Loans
                receivable, net1
            
            $
            544
            
            $
            (46
            )
            $
            498Investment
                securities2
            
            
            (126
            )
            
            (327
            )
            
            (453
            )Federal
                funds
            
            
            (11
            )
            
            91
            
            
            80Interest-bearing
                bank balances
            
            
            3
            
            
            17
            
            
            20FHLB
                stock
            
            
            2
            
            
            20
            
            
            22Total
                interest-earning assets
            
            
            412
            
            
            (245
            )
            
            167Interest-bearing
                liabilities:Savings
                deposits
            
            
            18
            
            
            139
            
            
            157Demand
                and NOW deposits
            
            
            4
            
            
            7
            
            
            11Certificates
                of deposit
            
            
            (15
            )
            
            159
            
            
            144Borrowings
            
            
            (47
            )
            
            (24
            )
            
            (71
            )Total
                interest-bearing liabilities
            
            
            (40
            )
            
            281
            
            
            241Net
                interest income
            
            $
            452
            
            $
            (526
            )
            $
            (74
            )





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


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





**Quarter
      Ended December 31, 2005 and 2004**





*(Dollars
                in thousands)*
            
            
            2005
            
            
            2005
            
            
            2005
            
            
            2004
            
            
            2004
            
            
            2004Average
            
            
            Interest
            
            
            Average
            
            
            Average
            
            
            Interest
            
            
            AverageOutstanding
            
            
            Earned/
            
            
            Yield/
            
            
            Outstanding
            
            
            Earned/
            
            
            Yield/Balance
            
            
            Paid
            
            
            Rate
            
            
            Balance
            
            
            Paid
            
            
            RateInterest
                earning assets:Loans
                receivable, net1
            
            $
            171,842
            
            $
            2,784
            
            
            6.48
            %
            $
            154,272
            
            $
            2,507
            
            
            6.50
            %Investment
                securities2
            
            
            89,710
            
            
            657
            
            
            2.93
            
            
            101,265
            
            
            932
            
            
            3.68Federal
                funds
            
            
            7,121
            
            
            70
            
            
            3.93
            
            
            10,392
            
            
            50
            
            
            1.92Interest
                bearing bank balances
            
            
            2,639
            
            
            22
            
            
            3.33
            
            
            2,470
            
            
            16
            
            
            2.59FHLB
                stock
            
            
            1,396
            
            
            20
            
            
            5.73
            
            
            1,729
            
            
            10
            
            
            2.31Total
                interest earning assets
            
            $
            272,708
            
            $
            3,553
            
            
            5.21
            
            $
            270,128
            
            $
            3,515
            
            
            5.20Interest
                bearing liabilities:Savings
                and money market deposits
            
            $
            132,531
            
            $
            464
            
            
            1.40
            
            $
            132,968
            
            $
            378
            
            
            1.14Demand
                and NOW deposits
            
            
            61,972
            
            
            36
            
            
            0.23
            
            
            57,031
            
            
            26
            
            
            0.18Certificates
                of deposit
            
            
            56,220
            
            
            392
            
            
            2.79
            
            
            56,774
            
            
            301
            
            
            2.12Borrowings
            
            
            5,082
            
            
            48
            
            
            3.78
            
            
            7,500
            
            
            89
            
            
            4.75Total
                interest bearing liabilities
            
            $
            255,805
            
            $
            940
            
            
            1.47
            %
            $
            254,273
            
            $
            794
            
            
            1.25
            %Net
                interest income
            
            
            
            
            $
            2,613
            
            
            
            
            
            
            
            $
            2,721Net
                interest rate spread
            
            
            
            
            
            
            
            
            3.74
            %
            
            
            
            
            
            
            
            3.95
            %Net
                interest margin
            
            
            
            
            
            
            
            
            3.83
            %
            
            
            
            
            
            
            
            4.03
            %Average
                interest earning assets toaverage
                interest bearing liabilities
            
            
            106.61
            %
            
            
            
            
            
            
            
            106.24
            %





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


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








Three
                Months
              Ended
                December 31,*(Dollars
                in thousands)*
            
            2005
                versus 2004Increase/(Decrease)
            
            TotalDue
                to
            
            Increase/Interest-earning
                assets:
            
            
            Volume
            
            
            Rate
            
            
            (Decrease
            )Loans
                receivable, net1
            
            $
            285
            
            $
            (8
            )
            $
            277Investment
                securities2
            
            
            (99
            )
            
            (176
            )
            
            (275
            )Federal
                funds
            
            
            (9
            )
            
            29
            
            
            20Interest-bearing
                bank balances
            
            
            1
            
            
            5
            
            
            6FHLB
                stock
            
            
            (1
            )
            
            11
            
            
            10Total
                interest-earning assets
            
            
            177
            
            
            (139
            )
            
            38Interest-bearing
                liabilities:Savings
                deposits
            
            
            (1
            )
            
            87
            
            
            86Demand
                and NOW deposits
            
            
            2
            
            
            8
            
            
            10Certificates
                of deposit
            
            
            (3
            )
            
            94
            
            
            91Borrowings
            
            
            (25
            )
            
            (16
            )
            
            (41
            )Total
                interest-bearing liabilities
            
            
            (27
            )
            
            173
            
            
            146Net
                interest income
            
            $
            204
            
            $
            (312
            )
            $
            (108
            )





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


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





OVERVIEW





Return
      on
      average assets and return on average equity are common methods of measuring
      operating results. Return on average assets decreased to 0.81% for the six
      months and 0.73% for the quarter ended December 31, 2005 as compared to 1.12%
      for the six months and the quarter ended December 31, 2004. Return on average
      equity decreased to 7.18% for the six months and 6.36% for the quarter ended
      December 31, 2005 as compared to 10.43% for the six months and 10.27% for the
      quarter ended December 31, 2004. The decline in return on average assets and
      return on average equity was primarily the result of higher noninterest
      expenses. Net income amounted to $1.2 million for the six months and $527,000
      for the quarter ended December 31, 2005 as compared to $1.6 million for the
      six
      months and $804,000 for the quarter ended December 31, 2004, a decrease of
      $426,000 or 26.5% when comparing the six-month periods and $277,000 or 34.4%
      when comparing the quarterly periods. Several factors have contributed to the
      decline in net income, including narrowing net interest spread and margin,
      expenses associated with the implementation of a new deposit and loan processing
      system, and higher compensation expense. Average assets amounted to $293.0
      million for the six month period ended December 31, 2005 as compared to $287.2
      million for the same period ended December 31, 2004, an increase of $5.8 million
      or 2.0%. Average assets amounted to $290.8 million for the quarter ended
      December 31, 2005 as compared to $286.7 million for the quarter ended December
      31, 2004, an increase of $4.1 million or 1.4%. Average equity amounted to $32.9
      million for the six month period ended December 31, 2005 as compared to $30.9
      million for the same period ended December 31, 2004, an increase of $2.0 million
      or 6.5%. Average equity amounted to $33.1 million for the quarter ended December
      31, 2005 as compared to $31.3 million for the quarter ended December 31, 2004,
      an increase of $1.8 million or 5.8%.








INTEREST
      INCOME





Interest
      income amounted to $7.2 million for the six months ended December 31, 2005
      as
      compared to $7.0 million for the six months ended December 31, 2004, an increase
      of $167,000 or 2.4%. Interest income amounted to $3.6 million for the quarter
      ended December 31, 2005 as compared to $3.5 million for the quarter ended
      December 31, 2004, an increase of $38,000 or 1.1%. The increase in loan volume
      offset by a decline in the yield on interest earning assets had the greatest
      impact on interest income when comparing the six months and quarters ended
      December 31, 2005 and 2004. Average loan balances increased $16.7 million for
      the six months ended December 31, 2005 as compared to December 31, 2004 and
      were
      offset by a six basis point drop in yield when comparing the same periods.
      Average loan balances increased $17.6 million for the quarter ended December
      31,
      2005 as compared to December 31, 2004 and were offset by a two basis point
      drop
      in yield when comparing the same periods. Although the overall impact on
      interest income from loans was positive, it was offset by lower investment
      security income resulting from decreases in both volume and yield. The average
      balance of investment securities decreased $6.8 million and the yield decreased
      69 basis points for the six months ended December 31, 2005 compared to December
      31, 2004. The average balance of investment securities decreased $11.6 million
      and yield decreased 75 basis points for the quarter ended December 31, 2005
      compared to December 31, 2004. Short term investments such as interest bearing
      bank balances and federal funds sold also contributed to improvement in interest
      income when comparing the quarter and six months ended December 31, 2005 and
      2004, primarily as a result of the interest rate hikes implemented by the
      Federal Open Market Committee during the last several quarters. Although the
      Federal Open Market Committee has increased short-term rates several times
      during the last several quarters, long-term rates continue to remain relatively
      unchanged and low.





INTEREST
      EXPENSE





Interest
      expense amounted to $1.8 million for the six months ended December 31, 2008
      as
      compared to $1.6 million for the six months ended December 31, 2004, an increase
      of $241,000. Interest expense amounted to $940,000 for the quarter ended
      December 31, 2005 as compared to $794,000 for the quarter ended December 31,
      2004, an increase of $146,000. The average balance of interest bearing
      liabilities amounted to $258.3 million and the average rate increased to 1.43%
      for the six months ended December 31, 2005 as compared to an average balance
      of
      $254.4 million with an average rate of 1.26% for the six months ended December
      31, 2004, an increase in average interest bearing liabilities of $3.9 million
      and an increase in average rate of 17 basis points. The average balance of
      interest bearing liabilities amounted to $255.8 million and the average rate
      increased to 1.47% for the quarter ended December 31, 2005 as compared to an
      average balance of $254.3 million with an average rate of 1.25% for the quarter
      ended December 31, 2004, an increase in average interest bearing liabilities
      of
      $1.5 million and an increase in average rate of 22 basis points. The average
      rate paid on savings and money market deposits and on certificates of deposits
      had the most significant impact on the overall rate of interest bearing
      liabilities. The average rate on savings and money market deposits increased
      21
      basis points to 1.34% for the six months ended December 31, 2005 as compared
      to
      1.13% for the six months ended December 31, 2004 resulting in a $157,000
      increase in interest expense. The average rate paid on savings and money market
      deposits increased 26 basis points to 1.40% for the quarter ended December
      31,
      2005 as compared to 1.14% for the quarter ended December 31, 2004. The average
      rate on certificates of deposits increased 58 basis points to 2.68% for the
      six
      months ended December 31, 2005 as compared to 2.10% for the six months ended
      December 31, 2004 resulting in a $144,000 increase in interest expense. The
      average rate on certificates of deposits increased 67 basis points to 2.79%
      for
      the quarter ended December 31, 2005 as compared to 2.12% for the quarter ended
      December 31, 2004. The level of interest paid on borrowings when comparing
      the
      six months and quarters ended December 31, 2005 and 2004 was primarily affected
      by the repayment of $2.5 million with a rate of 6.80% on September 2,
      2004.





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





NET
      INTEREST INCOME





Net
      interest income decreased to $5.3 million for the six months ended December
      31,
      2005 as compared to $5.4 million for the six months ended December 31, 2004,
      a
      decrease of $74,000 or 1.4%. Net interest income decreased to $2.6 million
      for
      the quarter ended December 31, 2005 as compared to $2.7 million for the quarter
      ended December 31, 2004, a decrease of $108,000 or 4.0%. Net interest spread
      decreased 22 basis points to 3.79% for the six months ended December 31, 2005
      from 4.01% for the six months ended December 31, 2004, and 21 basis points
      to
      3.74% for the quarter ended December 31, 2005 as compared to 3.95% for the
      quarter ended December 31, 2004. Net interest margin decreased 19 basis points
      to 3.88% for the six months ended December 31, 2005 from 4.07% for the six
      months ended December 31, 2004, and 20 basis points to 3.83% for the quarter
      ended December 31, 2005 as compared to 4.03% for the quarter ended December
      31,
      2004. The tightening of the net interest spread and margin hindered net interest
      income growth when comparing the six months and quarters ended December 31,
      2005
      and 2004.





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








PROVISION
      FOR LOAN LOSSES





The
      provision for loan losses for the six months ended December 31, 2005 and 2004
      amounted to $60,000 and $71,000, respectively. The provision for loan losses
      for
      the quarters ended December 31, 2005 and 2004 amounted to $30,000 and $27,000,
      respectively. The levels of provisions for loan loss were affected by loan
      growth and strong asset quality. Nonperforming
      assets to total assets amounted to 0.37% and nonperforming loans to total loans
      amounted to 0.62% at December 31, 2005 as
      compared to nonperforming assets to total assets of 0.12% and nonperforming
      loans to total loans of 0.21% at December 31, 2004. The collateral associated
      with the residential mortgage, home equity and commercial loans classified
      as
      nonaccrual was deemed sufficient and the amount of installment and other loans
      classified as nonaccrual were insignificant.




NONINTEREST
      INCOME





Noninterest
      income increased to $1.6 million for the six months ended December 31, 2005
      as
      compared to $1.4 million for the six months ended December 31, 2004, an increase
      of $172,000 or 12.4%. Noninterest income increased to $760,000 for the quarter
      ended December 31, 2005 as compared to $706,000 for the quarter ended December
      31, 2004, an increase of $54,000 or 7.6%. Service charges on deposit accounts
      increased $29,000 and $3,000 for the six months and quarter ended December
      31,
      2005 as compared to the six months and quarter ended December 31, 2004 due
      to
      higher levels of insufficient funds charges. The Company continues to grow
      other
      operating income from higher volumes of activity in debit cards, E-commerce
      and
      services performed through Essex Corp’s “Investors MarketPlace”, an alternative
      investment resource.








NONINTEREST
      EXPENSE





Noninterest
      expense amounted to $5.2 million, and $4.5 million for the six months ended
      December 31, 2005 and 2004, respectively, an increase of $701,000, or 15.6%.
      Noninterest expense amounted to $2.6 million and $2.3 million for the quarters
      ended December 31, 2005 and 2004, respectively, an increase of $346,000 or
      15.2%.





The
      most
      significant items contributing to the overall increases in noninterest expense
      were higher salary and employee benefits. Salary and employee benefits amounted
      to $2.9 million and $2.5 million for the six months ended December 31, 2005
      and
      2004, respectively. Salary and employee benefits amounted to $1.4 million and
      $1.3 million for the quarters ended December 31, 2005 and 2004, respectively.
      Salaries and employee benefits costs increased $395,000 and $139,000 when
      comparing the six months and quarters ended December 31, 2005 and 2004,
      respectively. Additional staffing, including business development and marketing
      personnel, a Controller and several branch personnel contributed to the higher
      expense. Retirement expense increased approximately $65,000 for the six months
      ended December 31, 2005 as compared to 2004 as a result of more staff eligible
      to participate in the retirement plans.





Occupancy
      expense amounted to $289,000 and $231,000, for the six months ended December
      31,
      2005 and 2004, respectively, an increase of $58,000 or 25.1% and $153,000 and
      $115,000 for the quarters ended December 31, 2005 and 2004, respectively, an
      increase of $38,000 or 33.0%. The increases were the result of higher utility
      and insurance costs as well as increased depreciation expense associated with
      the relocated Cairo branch.





Equipment
      and furniture expense amounted to $395,000 and $324,000 for the six months
      ended
      December 31, 2005 and 2004, respectively, an increase of $71,000 or 21.9%.
      Equipment and furniture expense amounted to $211,000 and $168,000 for the
      quarters ended December 31, 2005 and 2004, respectively, an increase of $43,000
      or 25.6%. The increased expenses were primarily due to higher depreciation
      expense associated with computer equipment upgrades and due to the
      implementation of the data processing system conversion that was completed
      in
      October 2005.





Service
      and data processing fees amounted to $521,000 and $555,000 for the six months
      ended December 31, 2005 and 2004, respectively, a decrease of $34,000 or 6.1%.
      Service and data processing fees amounted to $239,000 and $276,000 for the
      quarters ended December 31, 2005 and 2004, respectively, a decrease of $37,000
      or 13.4%. This decrease is the result of the implementation of the new data
      processing system completed in October 2005. The Company no longer outsources
      the processing of the loan and deposit accounts.





Other
      noninterest expenses increased $212,000 or 24.8% to $1.1 million for the six
      months ended December 31, 2005 as compared to 2004. Other noninterest expenses
      increased $164,000 or 38.1% for the three months ended December 31, 2005 as
      compared to 2004. Expenses associated with the data processing system conversion
      such as training costs, computer supplies and licensing fees, and professional
      fees was the primary cause for this increase.








INCOME
      TAXES




The
      provision for income taxes directly reflects the expected tax associated with
      the revenue generated for the given year and certain regulatory requirements.
      The effective tax rate was 28.8% for the six months and decreased to 27.3%
      for
      the quarter ended December 31, 2005, compared to 28.6% for the six months and
      28.7% for the quarter ended December 31, 2004. The effective rate is derived
      from the expected rate to be paid on income for the entire fiscal year and
      can
      be affected by the level of municipal investment holdings and various
      compensation plans. Tax benefits associated with the Management Recognition
      Plan
      of 2000 helped reduce the effective rate for periods ended December 31, 2004.
      This stock-based compensation was fully vested as of March 28, 2005, and as
      a
      result the tax benefit associated with the plan did not exist for the periods
      ended December 31, 2005 offsetting the affect of the higher level of tax-free
      income in 2005.





LIQUIDITY
      AND CAPITAL RESOURCES





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





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





Mortgage
      loan commitments totaled $5.6 million at December 31, 2005. The unused portion
      of overdraft lines of credit amounted to $0.6 million, the unused portion of
      home equity lines of credit amounted to $5.0 million, and the unused portion
      of
      commercial lines of credit amounted to $2.8 million at December 31, 2005. Greene
      County Bancorp, Inc. anticipates that it will have sufficient funds available
      to
      meet current loan commitments based on the level of cash and cash equivalents
      as
      well as the available for sale investment portfolio and borrowing capacity
      from
      Federal Home Loan Bank of New York.





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





The
      Bank
      of Greene County met all regulatory capital requirements at December 31, 2005
      and June 30, 2005. Consolidated shareholders’ equity represented 11.34% of total
      assets at December 31, 2005 and 11.11% of total assets of June 30,
      2005.








**Item
      3.      Controls and
      Procedures**





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




There
      has
      been no change in the Company's internal control over financial reporting in
      connection with the quarterly evaluation that occurred during the Company's
      last
      fiscal quarter that has materially affected, or is reasonably likely to
      materially affect, the Company's internal control over financial reporting.
      It
      should be noted that the Company made a change in its core deposit and loan
      processing from an out-sourced solution to an internal process.  The
      primary controls over financial reporting, however, have not
      changed.








**Part
      II.     Other Information**




Item
      1.     Legal Proceedings


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


legal
      proceedings at the present time.





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


During the quarter ended December 31, 2005, no purchases of registrant’s
      equity


securities were completed by the registrant or any affiliate.





Item
      3.     Defaults Upon Senior
      Securities


Not applicable





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





On
      October 26, 2005, the Company held an annual meeting of shareholders. At the
      meeting, proposals to (1) elect Dennis R. O’Grady and Martin C. Smith, to serve
      as directors of the Company for terms of three years and until their respective
      successors have been elected, and (2) ratify the engagement of Beard Miller
      Company LLP, to be the Company’s auditors for the June 30, 2006 fiscal year were
      approved. There were no broker non-votes. The votes cast for and against there
      proposals were as follows:





Election
      to the Board of Directors    For   Withheld





Dennis
      R.
      O’Grady     3,917,732  22,081


Martin
      C.
      Smith      3,919,743  20,070





Ratification
      of Appointment of Beard Miller Company LLP


For   Against   Abstain





Number
      of
      votes     3,918,460  15,436   5,917





Item
      5.     Other
      Information


Not applicable





Item
      6.     Exhibits





(a)
            Exhibits


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


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


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


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











**SIGNATURES**











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








Greene
      County Bancorp, Inc.





Date:
      February 14, 2006





By:
      /s/ J. Bruce Whittaker




J.
      Bruce
      Whittaker


President
      and Chief Executive Officer

















Date:
      February 14, 2006





By:
      /s/ Michelle Plummer





Michelle
      Plummer


Chief
      Financial Officer and Treasurer











**EXHIBIT****31.1**





**Certification
      of Chief Executive Officer**


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





I,
      J.
      Bruce Whittaker certify that:





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





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





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





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





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





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





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





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





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





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











Date:
      February 14,
      2006  _ /s/
      J.
      Bruce Whittaker


J.
      Bruce
      Whittaker


President and Chief
      Executive Officer








**EXHIBIT****31.2**








**Certification
      of Chief Financial Officer**


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





I,
      Michelle M. Plummer certify that:





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





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





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





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





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





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





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





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





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





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











Date:
      February 14,
      2006  /s/
      Michelle Plummer


Michelle
      M. Plummer


Chief
      Financial Officer





**EXHIBIT
      32.1**





**Statement
      of Chief Executive Officer**


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











J.
      Bruce
      Whittaker, President and Chief Executive Officer, of Greene County Bancorp,
      Inc.
      (the “Company”) certifies in his capacity as an officer of the Company that he
      has reviewed the Quarterly Report of the Company on Form 10-QSB for the quarter
      ended December 31, 2005 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:
      February 14,
      2006  _ /s/
      J.
      Bruce Whittaker


J.
      Bruce
      Whittaker


President and Chief
      Executive Officer











**EXHIBIT
      32.2**





**Statement
      of Chief Financial Officer**


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











Michelle
      M. Plummer, Chief Financial Officer, of Greene County Bancorp, Inc. (the
“Company”) certifies in her capacity as an officer of the Company that he or she
      has reviewed the Quarterly Report of the Company on Form 10-QSB for the quarter
      ended December 31, 2005 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:
      February 14,
      2006  /s/
      Michelle Plummer


Michelle
      M. Plummer


Chief
      Financial Officer