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, 2007





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 number0-25165








United
      States                                                                                                     
         14-1809721


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








302
      Main Street, Catskill,
      New York                                                                            
       12414


(Address
      of principal executive
      office)                                                                           
(Zip code)





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





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





Yes:
      X                      
No:





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.





Yes:
                   
      No: X





As
      of
      February 12, 2008, the registrant had 4,305,670 shares of common stock issued
      at
      $ 0.10 par value, and 4,137,138 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
            
            9-15Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            
            16-29Item
                3.
            Controls
                and Procedures
            
            30PART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            
            31Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            31Item
                3.
            Defaults
                Upon Senior Securities
            
            31Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            31Item
                5.
            Other
                Information
            
            32Item
                6.
            Exhibits
            
            32Signatures
            
            33-37Exhibit
                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
            
            34
              35
              36
              37








Part
      I.    Item 1.


Greene
      County Bancorp, Inc.


Consolidated
      Statements of Financial Condition


As
      of December 31, 2007 and June 30, 2007


(Unaudited)


(In
      thousands, except share and per share amounts)





ASSETS
            
            December
                31, 2007
            
            
            June
                30, 2007Cash
                and due from banks
            
            $
            8,115
            
            
            $
            11,127Federal
                funds sold
            
            
            916
            
            
            
            2,899Total
                cash and cash equivalents
            
            
            9,031
            
            
            
            14,026Securities
                available for sale, at fair value
            
            
            78,619
            
            
            
            87,184Securities
                held to maturity, at amortized cost
            
            
            16,385
            
            
            
            ---Federal
                Home Loan Bank stock, at cost
            
            
            837
            
            
            
            657Loans
            
            
            224,045
            
            
            
            208,705Less:
                Allowance for loan losses
            
            
            (1,694
            )
            
            
            (1,486
            )Unearned
                origination fees and costs, net
            
            
            111
            
            
            
            61Net
                loans receivable
            
            
            222,462
            
            
            
            207,280Premises
                and equipment
            
            
            14,228
            
            
            
            13,712Accrued
                interest receivable
            
            
            1,989
            
            
            
            1,955Prepaid
                expenses and other assets
            
            
            444
            
            
            
            1,012Total
                assets
            
            $
            343,995
            
            
            $
            325,826LIABILITIES
                AND SHAREHOLDERS’ EQUITYNoninterest
                bearing deposits
            
            $
            40,912
            
            
            $
            44,020Interest
                bearing deposits
            
            
            256,279
            
            
            
            240,156Total
                deposits
            
            
            297,191
            
            
            
            284,176Borrowings
                from FHLB
            
            
            9,000
            
            
            
            5,000Accrued
                expenses and other liabilities
            
            
            1,298
            
            
            
            1,235Total
                liabilities
            
            
            307,489
            
            
            
            290,411SHAREHOLDERS’
                EQUITYPreferred
                stock,Authorized
                1,000,000 shares; none issued
            
            
            ---
            
            
            
            ---Common
                stock, par value $.10 per share;Authorized:12,000,000
                sharesIssued:
                4,305,670 sharesOutstanding:  4,144,454
                shares at December 31, 2007and
                4,151,066 shares at June 30, 2007;
            
            
            431
            
            
            
            431Additional
                paid-in capital
            
            
            10,368
            
            
            
            10,319Retained
                earnings
            
            
            26,219
            
            
            
            25,962Accumulated
                other comprehensive income (loss)
            
            
            477
            
            
            
            (400
            )Treasury
                stock, at cost 161,216 shares at December 31,2007,
                and 154,604 shares at June 30, 2007
            
            
            (950
            )
            
            
            (828
            )Unearned
                ESOP shares, at cost
            
            
            (39
            )
            
            
            (69
            )Total
                shareholders’ equity
            
            
            36,506
            
            
            
            35,415Total
                liabilities and shareholders’ equity
            
            $
            343,995
            
            
            $
            325,826See
                notes to consolidated financial statements.








Greene
      County Bancorp, Inc.


Consolidated
      Statements of Income


For
      the Six Months Ended December 31, 2007 and 2006


(Unaudited)


(In
      thousands, except share and per share amounts)


2007
            
            
            2006Interest
                income:Loans
            
            
            $
            7,214
            
            
            $
            6,482Investment
                securities – taxable
            
            
            
            504
            
            
            
            320Mortgage-backed
                securities
            
            
            
            868
            
            
            
            751Tax
                exempt securities
            
            
            
            539
            
            
            
            551Interest
                bearing deposits and federal funds sold
            
            
            
            256
            
            
            
            190Total
                interest income
            
            
            
            9,381
            
            
            
            8,294Interest
                expense:Interest
                on deposits
            
            
            
            3,726
            
            
            
            2,922Interest
                on borrowings
            
            
            
            93
            
            
            
            93Total
                interest expense
            
            
            
            3,819
            
            
            
            3,015Net
                interest income
            
            
            
            5,562
            
            
            
            5,279Provision
                for loan losses
            
            
            
            278
            
            
            
            111Net
                interest income after provision for loan losses
            
            
            
            5,284
            
            
            
            5,168Noninterest
                income:Service
                charges on deposit accounts
            
            
            
            1,327
            
            
            
            1,057Debit
                card fees
            
            
            
            387
            
            
            
            290Investment
                services
            
            
            
            187
            
            
            
            163Gain
                on sale of premises and equipment
            
            
            
            ---
            
            
            
            257Other
                operating income
            
            
            
            355
            
            
            
            327Total
                noninterest income
            
            
            
            2,256
            
            
            
            2,094Noninterest
                expense:Salaries
                and employee benefits
            
            
            
            3,108
            
            
            
            2,790Occupancy
                expense
            
            
            
            458
            
            
            
            353Equipment
                and furniture expense
            
            
            
            424
            
            
            
            396Service
                and data processing fees
            
            
            
            525
            
            
            
            474Computer
                supplies and support
            
            
            
            158
            
            
            
            118Office
                supplies
            
            
            
            84
            
            
            
            80Other
            
            
            
            1,097
            
            
            
            883Total
                noninterest expense
            
            
            
            5,854
            
            
            
            5,094Income
                before provision for income taxes
            
            
            
            1,686
            
            
            
            2,168Provision
                for income taxes
            
            
            
            491
            
            
            
            657Net
                income
            
            
            $
            1,195
            
            
            $
            1,511Basic
                EPS
            
            
            $
            0.29
            
            
            $
            0.37Basic
                shares outstanding
            
            
            
            4,137,088
            
            
            
            4,119,836Diluted
                EPS
            
            
            $
            0.29
            
            
            $
            0.36Diluted
                average shares outstanding
            
            
            
            4,182,920
            
            
            
            4,190,163Dividends
                per share
            
            
            $
            0.39
            
            
            $
            0.23See
                notes to consolidated financial statements.





Greene
      County Bancorp, Inc.


Consolidated
      Statements of Income


For
      the Three Months Ended December 31, 2007 and 2006


(Unaudited)


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


2007
            
            
            2006Interest
                income:Loans
            
            
            $
            3,656
            
            
            $
            3,303Investment
                securities – taxable
            
            
            
            248
            
            
            
            159Mortgage-backed
                securities
            
            
            
            475
            
            
            
            391Tax
                exempt securities
            
            
            
            264
            
            
            
            282Interest
                bearing deposits and federal funds sold
            
            
            
            129
            
            
            
            88Total
                interest income
            
            
            
            4,772
            
            
            
            4,223Interest
                expense:Interest
                on deposits
            
            
            
            1,924
            
            
            
            1,546Interest
                on borrowings
            
            
            
            47
            
            
            
            47Total
                interest expense
            
            
            
            1,971
            
            
            
            1,593Net
                interest income
            
            
            
            2,801
            
            
            
            2,630Provision
                for loan losses
            
            
            
            135
            
            
            
            66Net
                interest income after provision for loan losses
            
            
            
            2,666
            
            
            
            2,564Noninterest
                income:Service
                charges on deposit accounts
            
            
            
            696
            
            
            
            586Debit
                card fees
            
            
            
            204
            
            
            
            151Investment
                services
            
            
            
            95
            
            
            
            72Gain
                on sale of premises and equipment
            
            
            
            ---
            
            
            
            257Other
                operating income
            
            
            
            165
            
            
            
            137Total
                noninterest income
            
            
            
            1,160
            
            
            
            1,203Noninterest
                expense:Salaries
                and employee benefits
            
            
            
            1,588
            
            
            
            1,412Occupancy
                expense
            
            
            
            238
            
            
            
            196Equipment
                and furniture expense
            
            
            
            210
            
            
            
            200Service
                and data processing fees
            
            
            
            268
            
            
            
            257Computer
                supplies and support
            
            
            
            78
            
            
            
            62Office
                supplies
            
            
            
            42
            
            
            
            52Other
            
            
            
            525
            
            
            
            482Total
                noninterest expense
            
            
            
            2,949
            
            
            
            2,661Income
                before provision for income taxes
            
            
            
            877
            
            
            
            1,106Provision
                for income taxes
            
            
            
            251
            
            
            
            349Net
                income
            
            
            $
            626
            
            
            $
            757Basic
                EPS
            
            
            $
            0.15
            
            
            $
            0.18Basic
                shares outstanding
            
            
            
            4,136,620
            
            
            
            4,122,029Diluted
                EPS
            
            
            $
            0.15
            
            
            $
            0.18Diluted
                average shares outstanding
            
            
            
            4,180,155
            
            
            
            4,192,392Dividends
                per share
            
            
            $
            0.14
            
            
            
            ---See
                notes to consolidated financial statements.





Greene
      County Bancorp, Inc.


Consolidated
      Statements of Comprehensive Income


For
      the Six Months Ended December 31, 2007 and 2006


(Unaudited)


(In
      thousands)








2007
            
            2006Net
                income
            $1,195
            
            $1,511Other
                comprehensive income:Unrealized
                holding gain arising during the six monthsended
                December 31, 2007 and 2006, net of incometax
                expense of $560 and $329, respectively.
            877
            
            516Total
                other comprehensive income
            877
            
            516Comprehensive
                income
            $2,072
            
            $2,027


Greene
      County Bancorp, Inc.


Consolidated
      Statements of Comprehensive Income


For
      the Three Months Ended December 31, 2007 and 2006


(Unaudited)


(In
      thousands)








2007
            
            2006Net
                income
            $626
            
            $757Other
                comprehensive income:Unrealized
                holding gain arising during the three monthsended
                December 31, 2007 and 2006, net of incometax
                expense of $269 and $34, respectively.
            422
            
            53Total
                other comprehensive income
            422
            
            53Comprehensive
                income
            $1,048
            
            $810








See
      notes to consolidated financial statements.








Greene
      County Bancorp, Inc.


Consolidated
      Statements of Changes in Shareholders’ Equity


For
      the Six Months Ended December 31, 2007 and 2006


(Unaudited)


(Dollars
      in thousands)








AccumulatedAdditional
            
            Other
            
            Unearned
            TotalCapital
            Paid
                – In
            Retained
            Comprehensive
            Treasury
            ESOP
            Shareholders’Stock
            Capital
            Earnings
            Income
            Stock
            Shares
            Equity(loss)Balance
                atJune
                30, 2006
            $431
            $10,300
            $24,588
            ($747)
            ($860)
            ($131)
            $33,581ESOP
                shares earned
            
            76
            
            
            
            32
            108Options
                exercised
            
            (2)
            
            
            9
            
            7Dividends
                declared
            
            
            (424)
            
            
            
            (424)Net
                income
            
            
            1,511
            
            
            
            1,511Unrealized
                gain on securities,  net
            
            
            
            516
            
            
            516Balance
                atDecember
                31, 2006
            $431
            $10,374
            $25,675
            ($231)
            ($851)
            ($99)
            $35,299Balance
                atJune
                30, 2007
            $431
            $10,319
            $25,962
            ($400)
            ($828)
            ($69)
            $35,415ESOP
                shares earned
            
            55
            
            
            
            30
            85Options
                exercised
            
            (9)
            
            
            31
            
            22Tax
                effect, Options
            
            3
            
            
            
            
            3Shares
                repurchased
            
            
            
            
            (153)
            
            (153)Dividends
                declared
            
            
            (720)
            
            
            
            (720)Net
                income
            
            
            1,195
            
            
            
            1,195Adoption
                of FIN 48
            
            
            (218)
            
            
            
            (218)Unrealized
                gain on securities,  net
            
            
            
            877
            
            
            877Balance
                atDecember
                31, 2007
            $431
            $10,368
            $26,219
            $477
            ($950)
            ($39)
            $36,506





See
      notes to consolidated financial statements.





Greene
      County Bancorp, Inc.


Consolidated
      Statements of Cash Flows


For
      the Six Months Ended December 31, 2007and 2006


(Unaudited)


(In
      thousands)





2007
            
            
            2006Cash
                flows from operating activities:Net
                Income
            
            
            $
            1,195
            
            
            $
            1,511Adjustments
                to reconcile net income to cash provided by operating
                activities:Depreciation
            
            
            
            509
            
            
            
            452Net
                amortization of security premiums and discounts
            
            
            
            139
            
            
            
            448Provision
                for loan losses
            
            
            
            278
            
            
            
            111ESOP
                compensation earned
            
            
            
            85
            
            
            
            108Gain
                on sale of premises and equipment
            
            
            
            ---
            
            
            
            (257
            )Net
                decrease in accrued income taxes
            
            
            
            (122
            )
            
            
            (127
            )Net
                increase in accrued interest receivable
            
            
            
            (34
            )
            
            
            (74
            )Net
                decrease in prepaid and other assets
            
            
            
            104
            
            
            
            25Net
                (decrease) increase in other liabilities
            
            
            
            (126
            )
            
            
            165Net
                cash provided by operating activities
            
            
            
            2,028
            
            
            
            2,362Cash
                flows from investing activities:Available
                for sale
                securities:Proceeds
                from maturities and calls of securities
            
            
            
            5,652
            
            
            
            2,980Purchases
                of securities
            
            
            
            (18,235
            )
            
            
            (3,823
            )Principal
                payments on securities
            
            
            
            5,731
            
            
            
            9,404Held
                to maturity
                securities:Proceeds
                from maturities and calls of securities
            
            
            
            130
            
            
            
            ---Principal
                payments on securities
            
            
            
            20
            
            
            
            ---Net
                increase in loans receivable
            
            
            
            (15,460
            )
            
            
            (12,131
            )Proceeds
                 from sale of premises and equipment
            
            
            
            2
            
            
            
            350Purchases
                of premises and equipment
            
            
            
            (1,027
            )
            
            
            (3,059
            )Net
                cash used in investing activities
            
            
            
            (23,187
            )
            
            
            (6,279
            )Cash
                flows from financing activities:Proceeds
                of FHLB borrowings
            
            
            
            4,000
            
            
            
            ---Dividends
                paid
            
            
            
            (720
            )
            
            
            (424
            )Proceeds
                from exercise of stock options
            
            
            
            22
            
            
            
            7Repurchase
                of stock
            
            
            
            (153
            )
            
            
            ---Net
                increase in deposits
            
            
            
            13,015
            
            
            
            2,870Net
                cash provided by financing activities
            
            
            
            16,164
            
            
            
            2,453Net
                decrease in cash and cash equivalents
            
            
            
            (4,995
            )
            
            
            (1,464
            )Cash
                and cash equivalents at beginning of period
            
            
            
            14,026
            
            
            
            15,852Cash
                and cash equivalents at end of period
            
            
            $
            9,031
            
            
            $
            14,388





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, 2007 and
      2006








(1)  Basis
      of Presentation





The
      accompanying consolidated balance sheet information as of June 30, 2007 was
      derived from the audited consolidated financial statements of Greene County
      Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, The Bank of
      Greene County (the “Bank”) and the Bank’s wholly owned subsidiary, Greene County
      Commercial Bank.  The consolidated financial statements at and for the
      three and six months ended December 31, 2007 and 2006 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, 2007,
      such information and footnotes have not been duplicated herein.  In
      the opinion of management, all adjustments (consisting of only normal recurring
      items) necessary for a fair presentation of the financial position and results
      of operations and cash flows at and for the periods presented have been
      included.   Amounts in the prior year’s consolidated financial
      statements have been reclassified whenever necessary to conform to the current
      year’s presentation.  These reclassifications had no effect on net
      income or retained earnings as previously reported.  All material
      inter-company accounts and transactions have been eliminated in the
      consolidation. The results of operations and other data for the three and six
      month periods ended December 31, 2007 are not necessarily indicative of results
      that may be expected for the entire fiscal year ending June 30, 2008.








CRITICAL
      ACCOUNTING POLICY





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





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




(2)  Nature
      of Operations





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






(3)  Use
      of Estimates





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





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





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





(4)  Earnings
      Per Share





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








Net
                Income
            Weighted
                Average Number of Shares
              Outstanding
            Earnings
                Per ShareSix
                Months EndedDecember
                31, 2007:
            $1,195,000Basic
            
            4,137,088
            $0.29Effect
                of dilutive stock optionsand
                unearned restricted stock
            
            45,832
            (0.00)Diluted
            
            4,182,920
            $0.29December
                31, 2006:
            $1,511,000Basic
            
            4,119,836
            $0.37Effect
                of dilutive stock optionsand
                unearned restricted stock
            
            70,327
            (0.01)Diluted
            
            4,190,163
            $0.36Net
                Income
            Weighted
                Average Number of Shares
              Outstanding
            Earnings
                Per ShareThree
                Months EndedDecember
                31, 2007:
            $626,000Basic
            
            4,136,620
            $0.15Effect
                of dilutive stock optionsand
                unearned restricted stock
            
            43,535
            (0.00)Diluted
            
            4,180,155
            $0.15December
                31, 2006:
            $757,000Basic
            
            4,122,029
            $0.18Effect
                of dilutive stock optionsand
                unearned restricted stock
            
            70,363
            (0.00)Diluted
            
            4,192,392
            $0.18




(5)  Dividends





On
      October 16, 2007, the Board of Directors declared a quarterly cash dividend
      of
      $0.14 per share of Greene County Bancorp, Inc.’s common stock.  The
      dividend reflected an annual cash dividend rate of $0.56 per share, which
      represented an increase from the previous annual dividend rate of $0.50 per
      share.  The dividend was payable to stockholders of record as of
      November 15, 2007, and paid on December 1, 2007.  It should be noted
      that Greene County Bancorp, Inc.’s mutual holding company continued to waive
      receipt of dividends on the 2,304,632 shares of Company common stock it owns
      for
      the current period.  The Company also changed its policy of paying
      dividends quarterly, rather than semi-annually, effective December 1,
      2007.








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








(7)
       Impact of Recent Accounting Pronouncements





In
        September 2006, the FinancialAccounting
        Standards Board (“FASB”)
        issued SFAS No. 157,“Fair
        Value Measurements”,
        which defines fair value, establishes
        a framework for measuring fair value under GAAP, and expands disclosures
        aboutfair value
        measurements. SFASNo. 157 applies to other
        accounting
        pronouncements that require or permit fair value measurements. The new guidance
        is effective for financial statements issued for fiscal years beginning after
        November 15, 2007, and for interim periods within those fiscal
        years.The
        Company iscurrently
        evaluating the potential impact, if any, of the adoption of SFAS
        No.157 onitsconsolidated
        financial position, results
        of operations and cash flows.





In
      December 2007, the FASB issued
      proposed FASB Staff Position (FSP) 157-b, “Effective Date of FASB Statement
      No. 157,” that would permit a one-year deferral in applying the measurement provisions
      of
      Statement No.157 to
      non-financial assets and non-financial liabilities (non-financial items) that
      are not recognized or disclosed at fair value in an entity’s financial
      statements on a recurring basis (at least annually). Therefore, if the change
      in
      fair value of a non-financial item is not required to be recognized or disclosed
      in the financial statements on an annual basis or more frequently, the effective
      date of application of Statement 157 to that item is deferred until fiscal
      years
      beginning after November 15, 2008 and interim periods within those fiscal
      years. This deferral does not apply, however, to an entity that applies
      Statement 157 in interim or annual financial statements before proposed FSP
      157-b is finalized.The
      Company is currently evaluating the impact, if any, that the adoption of FSP
      157-b will have on the
      Company’s financial statements.





In
        February 2007, the FASB issued SFAS
        No. 159, “The Fair Value Option for Financial Assets and Financial
        Liabilities-Including an amendment of FASB Statement No. 115”  SFAS
        No. 159 permits entities to choose to measure many financial instruments
        and
        certain other items at fair value.  Unrealized gains and losses on
        items for which the fair value option has been elected will be recognized
        in
        earnings at each subsequent reporting date.  SFAS No. 159 is effective
        for the Company beginning July 1, 2008.  The Company is evaluating the
        impact, if any, the adoption of SFAS No. 159 will have on its consolidated
        financial position, results of operations and cash flows.





In
        March 2007, the FASB ratified
        Emerging Issues Task Force (“EITF”) Issue No. 06-11 “Accounting for Income Tax
        Benefits of Dividends on Share-Based Payment Awards.”  EITF 06-11
        requires companies to recognize the income tax benefit realized from dividends
        or dividend equivalents that are charged to retained earnings and paid to
        employees for non-vested equity-classified employee share-based payment awards
        as an increase to additional paid-in capital.  EITF 06-11 is effective
        for fiscal years beginning after September 15, 2007.  The Company does
        not expect EITF 06-11 will have a material impact on its consolidated financial
        statements.





In
      December 2007, theFASBissuedstatement
      No. 141 (R) “Business Combinations”.
      This Statement establishes principles
      and requirements for how the acquirer of a business recognizes and measures
      in
      its financial statements the identifiable assets acquired, the liabilities
      assumed, and any noncontrolling interest in the acquiree. The Statement also
      provides guidance for recognizing and measuring the goodwill acquired in the
      business combination and determines what information to disclose to enable
      users
      of the financial statements to evaluate the nature and financial effects of
      the
      business combination. The guidance will become effective as of the beginning
      of
      a company’s fiscal year beginning after December 15, 2008. The Company, based on current
      circumstances,believes
      that this new pronouncement willnothave
      amaterial
      impact on the Company’s
      financial
      statements.





In
      December 2007, theFASBissuedstatement
      No. 160 “Noncontrolling
      Interests in Consolidated Financial Statements—an amendment of ARB No. 51”. This
      Statement establishes accounting and reporting standards for the noncontrolling
      interest in a subsidiary and for the deconsolidation of a subsidiary. The
      guidance will become effective as of the beginning of a company’s fiscal year
      beginning after December 15, 2008. The Company believes that this new
      pronouncement willnothave
      a material impact on the Company’s
      financial
      statements.





Staff
      Accounting Bulletin No. 110
      (SAB 110) amends and replaces Question 6 of Section D.2 of Topic 14,“Share-Based
      Payment,”of the Staff Accounting
      Bulletin series.
      Question 6 of Section D.2 of Topic 14 expresses the views of the staff regarding
      the use of the “simplified” method in developing an estimate of expected term of
“plain vanilla” share options and allows usage of the “simplified” method for
      share option grants prior to December 31, 2007. SAB 110 allows public
      companies which do not have historically sufficient experience to provide a
      reasonable estimate to continue use of the “simplified” method for estimating
      the expected term of “plain vanilla” share option grants after December 31,
      2007.  SAB 110 is effective January 1, 2008.The
      Company does not expect SAB 109 to
      have a material impact on its financial statements.





Staff
      Accounting Bulletin No. 109 (SAB
      109), "Written Loan Commitments Recorded at Fair Value Through Earnings"
      expresses the views of the staff regarding written loan commitments that are
      accounted for at fair value through earnings under generally accepted accounting
      principles. To make the staff's views consistent with current authoritative
      accounting guidance, the SAB revises and rescinds portions of SAB No. 105,
      "Application of Accounting Principles to Loan
      Commitments."  Specifically, the SAB revises the SEC staff's views on
      incorporating expected net future cash flows related to loan servicing
      activities in the fair value measurement of a written loan commitment. The
      SAB
      retains the staff's views on incorporating expected net future cash flows
      related to internally-developed intangible assets in the fair value measurement
      of a written loan commitment. The staff expects registrants to apply the views
      in Question 1 of SAB 109 on a prospective basis to derivative loan commitments
      issued or modified in fiscal quarters beginning after December 15, 2007. The
      Company does not expect SAB 109 to have a material impact on its financial
      statements.








(8)
       Stock-Based Compensation





At
      December 31, 2007, Greene County Bancorp, Inc. had two stock-based compensation
      plans, which are described more fully in Note 9 of the consolidated financial
      statements and notes thereto for the year ended June 30, 2007.  The
      Company adopted SFAS 123(R), “Share-Based Payments” effective July 1,
      2006.  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 were required to adopt the standard using a
      modified prospective method and they were given the option to 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.  Greene County
      Bancorp, Inc. chose the modified prospective method.  However, since
      all outstanding options vested prior to July 1, 2006, there was no stock-based
      compensation expense to be recorded during the quarters and six months ended
      December 31, 2007 and 2006, and, therefore, no effect on net income or earnings
      per share; consequently, no table illustrating the impact of share-based
      compensation on earnings for the quarters and six months ended December 31,
      2007
      or 2006 is included.





A
      summary
      of the Company’s stock option activity and related information for its option
      plan for the six months ended December 31, 2007 and 2006 is as follows:





2007
            
            2006Weighted
                average
            
            
            
            Weighted
                averageExercise
            
            
            
            ExercisePrice
            
            
            
            PriceShares
            
            Per
                Share
            
            Shares
            
            Per
                ShareOutstanding
                at beginning of period
            72,664
            
            $4.55
            
            100,084
            
            $4.38Shares
                granted
            ---
            
            ---
            
            ---
            
            ---Exercised
            (5,580)
            
            $3.94
            
            (1,580)
            
            $3.94Forfeited
            ---
            
            ---
            
            ---
            
            ---Outstanding
                at period end
            67,084
            
            $4.60
            
            98,504
            
            $4.39Exercisable
                at period end
            67,084
            
            $4.60
            
            98,504
            
            $4.39





The
      following table presents stock options outstanding and exercisable at December
      30, 2007:





Options
                Outstanding and ExercisableExercise
                Prices
            Number
                Outstanding
            Weighted
                Average Remaining Contractual Life
            Weighted
                Average Exercise Price$3.94
            58,584
            2.25
            $3.94$9.20
            8,500
            4.25
            $9.2067,084
            2.50
            $4.60





The
      total
      intrinsic value of the options exercised during the six and three months ended
      December 31, 2007, was approximately $48,000 and $43,000,
      respectively.  The total intrinsic value of the options outstanding
      and exercisable at December 31, 2007, was approximately
      $499,000.  There were no stock options granted during the six and
      three months ended December 31, 2007 and 2006.  The Company had no
      non-vested options outstanding at or during the six months ended December 31,
      2007 and 2006.





(9)  Stock
      Repurchase Program





On
      August
      22, 2007, the Board of Directors authorized a stock repurchase program pursuant
      to which the Company intends to repurchase up to 5% of its outstanding shares
      (excluding shares held by Greene County Bancorp, MHC, the Company’s mutual
      holding company), or up to 92,346 shares.  As of December 31, 2007,
      the Company had repurchased 12,192 shares pursuant to this program at an average
      cost of $12.53 per share.





(10)  Income
      Taxes





In
      July
      2006, the Financial Accounting Standards Board (“FASB”) released Interpretation
      No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB
      Statement 109” (“FIN 48”). Effective for fiscal years beginning after December
      15, 2006, FIN 48 provides guidance on the financial statement recognition and
      measurement for income tax positions that the Company has taken or expects
      to
      take in its income tax returns. It also provides related guidance on
      derecognition, classification, interest and penalties, accounting in interim
      periods, disclosure, and transition. The Company adopted the provisions of
      FIN
      48 on July 1, 2007. The adoption required the Company to recognize a $218,000
      increase in our liability for unrecognized tax benefit.





As
      of
      July 1, 2007, the Company had a liability for unrecognized tax benefits of
      $186,000. The Company recognizes penalties and accrued interest related to
      unrecognized tax benefits in tax expense. As of July 1, 2007, the Company had
      a
      liability of approximately $32,000 for penalties and interest.





Actual
      income taxes paid may vary from estimates depending upon changes in income
      tax
      laws, actual results of operations, and the final audit of tax returns by taxing
      authorities. Tax assessments may arise several years after tax returns have
      been
      filed. The Company reviews its tax balances quarterly and as new information
      becomes available, the balances are adjusted, as appropriate. The Company is
      currently under examination by the Internal Revenue Service for fiscal years
      ended June 30, 2004 through June 30, 2006.  The Company is no longer
      subject to federal and state income tax examinations by tax authorities for
      years before June 30, 2004.





(11)
      Subsequent Event





On
      January 16, 2008, the Board of Directors declared a quarterly cash dividend
      of
      $0.15 per share of Greene County Bancorp, Inc. common stock.  The
      dividend reflected an annual cash dividend rate of $0.60 cents per share, which
      represented an increase from the annual cash dividend rate of $0.56 per
      share.  The dividend will be payable to stockholders of record as of
      February 15, 2008, and will be paid on March 1, 2008.  It should be
      noted that Greene County Bancorp, Inc.’s mutual holding company continued to
      waive receipt of dividends on the 2,304,632 shares of Company common stock
      it
      owns for the current period.





Item
      2. Management’s Discussion and Analysis of
      Financial Condition and Results of 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, gains and losses from sales of securities, noninterest income and
      noninterest expense.  Noninterest income consists primarily of fees
      and service charges.  Greene County Bancorp, Inc.’s noninterest
      expense consists principally of compensation and employee benefits, occupancy,
      equipment and data processing, and other operating expenses. Results of
      operations are also significantly affected by general economic and competitive
      conditions, changes in interest rates, as well as government policies and
      actions of regulatory authorities. Additionally, future changes in applicable
      law, regulations or government policies may materially affect Greene County
      Bancorp, Inc.





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





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





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





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





Special
      Note Regarding Forward Looking Statements





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


(a)
            changes
                in general market interest rates,


(b)
            general
                economic conditions,


(c)
            legislative
                and regulatory changes,


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


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


(f)
            deposit
                flows,


(g)
            competition,
                and


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





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





Comparison
      of Financial Condition as of December 31, 2007 and June 30, 2007








ASSETS





Total
      assets of the Company increased to $344.0 million at December 31, 2007 from
      $325.8 millionat
      June 30, 2007.  The asset composition shifted toward loans, which
      amounted to $222.5 million, or 64.7% of total assets at December 31, 2007,
      as
      compared to $207.3 million, or 63.6% of total assets at June 30,
      2007.  Securities, including both available for sale and held to
      maturity investments, also increased during the six months ended December 31,
      2007, and represented $95.0 million or 27.6% of total assets at December 31,
      2007 as compared to $87.2 million or 26.8% of total assets at June 30,
      2007.





SECURITIES
      AVAILABLE FOR SALE





Securities
      available for sale decreased to $78.6 million at December 31, 2007 as compared
      to $87.2 million at June 30, 2007, a decrease of $8.6 million, or
      9.9%.  The decline in the available for sale portfolio was the result
      of the reclassification of $16.5 million of local state and political
      subdivision securities to held-to- maturity securities.  This decline
      was partially offset by securities purchases of $18.2 million during the six
      months ended December 31, 2007 less maturities and principal repayments of
      $11.4
      million.  Repayments and maturities consisted of $5.0 million in
      mortgage-backed securities, and $4.4 million in state and political subdivision
      securities and $2.0 million in U.S. government agency
      securities.   Purchases of $18.2 million consisted of $11.1
      million in mortgage-backed securities, $4.4 million in state and political
      subdivision or tax-free securities, $1.5 million in corporate debt securities,
      $1.0 million in U.S. government agency securities, and $200,000 in FHLB
      stock.   Additionally, during the six months ended December 31,
      2007, available for sale securities increased from an unrealized loss of
      $655,000 to an unrealized gain of $782,000.





(Dollars
                in thousands)Fair
                value at
              Dec.
                31, 2007
            
            
            Percentage
              of
                portfolio
            
            
            Fair
                value at
              June
                30, 2007
            
            
            Percentage
              of
                portfolioU.S.
                government agencies
            
            $
            19,053
            
            
            
            24.2
            %
            
            $
            19,628
            
            
            
            22.5
            %State
                and political subdivisions
            
            
            12,928
            
            
            
            16.4
            
            
            
            29,034
            
            
            
            33.3Mortgage-backed
                securities
            
            
            44,797
            
            
            
            57.0
            
            
            
            38,157
            
            
            
            43.8Asset-backed
                securities
            
            
            67
            
            
            
            0.1
            
            
            
            76
            
            
            
            0.1Corporate
                debt securities
            
            
            1,485
            
            
            
            1.9
            
            
            
            ---
            
            
            
            ---Total
                debt securities
            
            
            78,330
            
            
            
            99.6
            
            
            
            86,895
            
            
            
            99.7Equity
                securities and other
            
            
            289
            
            
            
            0.4
            
            
            
            289
            
            
            
            0.3Total
                securities available-for-sale
            
            $
            78,619
            
            
            
            100.0
            %
            
            $
            87,184
            
            
            
            100.0
            %








HELD-TO-MATURITY
      SECURITIES





At
      December 1, 2007, Greene County Bancorp, Inc. reclassified $16.5 million in
      local, state and political subdivision securities from available-for-sale
      securities to held-to-maturity securities.  The Company has the
      ability and intent to hold these securities until maturity.  The
      issues transferred consisted of local municipal bonds which are considered
      illiquid and have no quoted market values.  Management estimated that
      the aggregate fair value of these securities at the time of transfer was equal
      to their aggregate amortized cost.  These securities will continue to
      be recorded at amortized cost.  The balance of these securities
      decreased by $150,000 due to maturities and principal repayments for the
      six-month period ended December 31, 2007.   Greene County
      Bancorp, Inc. held 30.8% of the securities portfolio, including both
      available-for-sale and held-to-maturity securities, at December 31, 2007 in
      state and political subdivision securities to take advantage of tax savings
      and
      to promote Greene County Bancorp, Inc.’s participation in the communities in
      which it operates.








LOANS





Net
      loans
      receivable increased to $222.5 million at December 31, 2007 from $207.3 million
      at June 30, 2007, an increase of $15.2 million, or 7.3%.  The loan
      growth experienced during the six months primarily consisted of $10.2 million
      in
      residential mortgages, $3.5 million in home equity loans, and $1.2 million
      in
      commercial real estate loans.  The continued low interest rate
      environment and strong customer satisfaction from personal service continued
      to
      enhance loan growth.  If long term rates begin to rise, the Company
      anticipates some slow down in new loan demand as well as refinancing
      activities.  It appears consumers continue to use the equity in their
      homes and credit cards to fund financing needs for some activities, where in
      the
      past an installment loan may have been the choice.  The low financing
      options from auto makers continued to cut into the Bank’s automobile loan
      generation.








(Dollars
                in thousands)At
              Dec.
                31, 2007
            
            
            Percentage
              of
                portfolio
            
            
            At
              June
                30, 2007
            
            
            Percentage
              of
                portfolioReal
                estate mortgagesResidential
            
            $
            160,398
            
            
            
            71.6
            %
            
            $
            150,215
            
            
            
            72.0
            %Commercial
            
            
            26,917
            
            
            
            12.0
            
            
            
            25,740
            
            
            
            12.3Home
                equity loans
            
            
            23,259
            
            
            
            10.4
            
            
            
            19,719
            
            
            
            9.5Commercial
                loans
            
            
            8,747
            
            
            
            3.9
            
            
            
            8,391
            
            
            
            4.0Installment
                loans
            
            
            4,214
            
            
            
            1.9
            
            
            
            4,057
            
            
            
            1.9Passbook
                loans
            
            
            510
            
            
            
            0.2
            
            
            
            583
            
            
            
            0.3Total
                loans
            
            $
            224,045
            
            
            
            100.0
            %
            
            $
            208,705
            
            
            
            100.0
            %Less:
                Allowance for loan losses
            
            
            (1,694
            )
            
            
            
            
            
            
            (1,486
            )Unearned
                origination fees and costs, net
            
            
            111
            
            
            
            
            
            
            
            61Net
                loans receivable
            
            $
            222,462
            
            
            
            
            
            
            $
            207,280








ALLOWANCE
      FOR LOAN LOSSES





The
      allowance for loan losses is established through a provision for loan losses
      based on management’s evaluation of the risk inherent in the loan portfolio, the
      composition of the loan portfolio, specific impaired loans and current economic
      conditions.  Such evaluation, which includes a review of all loans on
      which full collectibility may not be reasonably assured, considers among other
      matters, the estimated net realizable value or the fair value of the underlying
      collateral, economic conditions, historical loan loss experience and other
      factors that warrant recognition in providing for an allowance for loan
      loss.  In addition, various regulatory agencies, as an integral part
      of their examination process, periodically review The Bank of Greene County’s
      allowance for loan losses.  Such agencies may require The Bank of
      Greene County to recognize additions to the allowance based on their judgment
      about information available to them at the time of their
      examination.  The allowance for loan losses is increased by a
      provision for loan losses (which results in a charge to expense) and recoveries
      of loans previously charged off and is reduced by net
      charge-offs.  The level of the provision for the six months ended
      December 31, 2007, was driven by the continued good asset
      quality.  Any future increase in the allowance for loan losses or loan
      charge-offs could have a material adverse effect on Greene County Bancorp,
      Inc.’s results of operations and financial condition.





Analysis
      of allowance for
      loan losses activity





(Dollars
                in thousands)
            
            Six
                months endedDecember
                31, 2007
            
            
            December
                31, 2006Balance
                at the beginning of the period
            
            $
            1,486
            
            
            $
            1,314Charge-offs:Commercial
                loan
            
            
            15
            
            
            
            7Installment
                loans to individuals
            
            
            16
            
            
            
            15Overdraft
                protection
            
            
            115
            
            
            
            68Total
                loans charged off
            
            
            146
            
            
            
            90Recoveries:Residential
                mortgage
            
            
            27
            
            
            
            ---Installment
                loans to individuals
            
            
            19
            
            
            
            15Overdraft
                protection
            
            
            30
            
            
            
            18Total
                recoveries
            
            
            76
            
            
            
            33Net
                charge-offs
            
            
            70
            
            
            
            57Provisions
                charged to operations
            
            
            278
            
            
            
            111Balance
                at the end of the period
            
            $
            1,694
            
            
            $
            1,368Ratio
                of net charge-offs to average loans outstanding, annualized
            
            
            0.06
            %
            
            
            0.06
            %Ratio
                of net charge-offs to nonperforming assets, annualized
            
            
            7.93
            %
            
            
            28.57
            %Allowance
                for loan loss to nonperforming loans
            
            
            95.92
            %
            
            
            342.86
            %Allowance
                for loan loss to total loans receivable
            
            
            0.76
            %
            
            
            0.67
            %








Nonaccrual
      Loans and
      Nonperforming Assets





Loans
      are
      reviewed on a regular basis.  Management determines that a loan is
      impaired or nonperforming when it is probable at least a portion of the loan
      will not be collected in accordance with its contractual terms due to an
      irreversible deterioration in the financial condition of the borrower or the
      value of the underlying collateral.  When a loan is determined to be
      impaired, the measurement of the loan impairment is based on the present value
      of estimated future cash flows, except that all collateral-dependent loans
      are
      measured for impairment based on the fair value of the
      collateral.  Management places loans on nonaccrual status once the
      loans have become 90 days or more delinquent.  Nonaccrual is defined
      as a loan in which collectibility is questionable and therefore interest on
      the
      loan will no longer be recognized on an accrual basis.  A loan does
      not have to be 90 days delinquent in order to be classified as
      nonperforming.  Foreclosed real estate is considered
      nonperforming.  The Bank of Greene County had no accruing loans
      delinquent 90 days or more at December 31, 2007 or June 30, 2007.





Analysis
      of Nonaccrual Loans
      and Nonperforming Assets





(Dollars
                in thousands)
            
            At
                December 31, 2007
            
            
            At
                June 30, 2007Nonaccruing
                loans:Real
                estate mortgage loans:Residential
                mortgages loans (one- to four-family)
            
            $
            686
            
            
            $
            451Commercial
                mortgage loans
            
            
            442
            
            
            
            111Multifamily
                mortgage loans
            
            
            28
            
            
            
            ---Home
                equity
            
            
            302
            
            
            
            110Commercial
                loans
            
            
            251
            
            
            
            ---Installment
                loans to individuals
            
            
            57
            
            
            
            10Total
                nonaccruing loans
            
            
            1,766
            
            
            
            682Foreclosed
                real estate
            
            
            ---
            
            
            
            ---Total
                nonperforming assets
            
            $
            1,766
            
            
            $
            682Total
                nonperforming assets
              as
                a percentage of total assets
            
            
            0.51
            %
            
            
            0.21
            %Total
                nonperforming loans to total loans
            
            
            0.79
            %
            
            
            0.33
            %





During
      the six months ended December 31, 2007 and 2006, The Bank of Greene County
      had
      no impaired loans.  Accordingly, no specific valuation allowance for
      impaired loans was recorded.  Interest income related to nonaccrual
      loans was not material in the quarters and six month periods ended December
      31,
      2007 and 2006.








DEPOSITS





Total
      deposits increased to $297.2 million at December 31, 2007 from $284.2 million
      at
      June 30, 2007, an increase of $13.0 million, or 4.6%.  The net growth
      in deposits was primarily due to a $10.8 million increase in municipal deposits
      at Greene County Commercial Bank. The Company has seen a shift from savings
      and
      money market deposits to NOW deposits as customers try to shop for the best
      rates while still maintaining liquidity.  The Company continues to try
      to encourage customers to open noninterest bearing deposit accounts through
      various marketing strategies, including gifts.





(Dollars
                in  thousands)At
              Dec.
                31, 2007
            
            
            Percentage
              of
                portfolio
            
            
            At
              June
                30, 2007
            
            
            Percentage
              of
                portfolioNoninterest
                bearing deposits
            
            $
            40,912
            
            
            
            13.8
            %
            
            $
            44,020
            
            
            
            15.5
            %Certificates
                of deposit
            
            
            81,939
            
            
            
            27.6
            
            
            
            74,563
            
            
            
            26.2Savings
                deposits
            
            
            66,697
            
            
            
            22.4
            
            
            
            71,830
            
            
            
            25.3Money
                market deposits
            
            
            31,335
            
            
            
            10.5
            
            
            
            37,710
            
            
            
            13.3NOW
                deposits
            
            
            76,308
            
            
            
            25.7
            
            
            
            56,053
            
            
            
            19.7Total
                deposits
            
            $
            297,191
            
            
            
            100.0
            %
            
            $
            284,176
            
            
            
            100.0
            %











BORROWINGS





At
      December 31, 2007, The Bank of Greene County had available an overnight line
      of
      credit and a one-month overnight repricing line of credit, each in the amount
      of
      $31.8 million with the Federal Home Loan Bank.   The Bank of
      Greene County had $4.0 million outstanding on the overnight line of credit
      at


December
      31, 2007.





At
      December 31, 2007, The Bank of Greene County had the following term borrowings
      from the FHLB:





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





The
      $5.0
      million borrowing, which carried a 3.64% interest rate at December 31, 2007,
      is
      convertible by FHLB under certain market interest rate scenarios, including
      three-month LIBOR at or above 7.5%.  FHLB has the option to convert
      existing advances into replacement advances for the same or lesser principal
      amount based on the then current market rates.  If the Bank chooses
      not to replace the funding, the Bank must repay this convertible advance,
      including any accrued interest, on the interest payment date.





EQUITY





Shareholders’
      equity increased to $36.5 million at December 31, 2007 from $35.4 million at
      June 30, 2007, as net income of $1.2 million was partially offset by dividends
      declared and paid of $720,000. An improvement of $877,000 in the fair value
      of
      the available-for-sale investment portfolio, net of tax, resulted in accumulated
      other comprehensive income of $477,000 at December 31, 2007 compared to
      accumulated other comprehensive loss of $400,000 at June 30,
      2007.  The Company recorded an adjustment, effective July 1, 2007,
      reducing retained earnings by $218,000 as a result of implementing FASB
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an
      interpretation of FASB Statement No. 109”.  Other changes in equity,
      totaling a $110,000 increase, were the result of activities associated with
      the
      various stock-based compensation plans of the Company including the 2000 Stock
      Option Plan and ESOP Plan.  5,580 options were exercised during the
      six months ended December 31, 2007.   On August 22, 2007, the
      Board of Directors authorized a stock repurchase program pursuant to which
      the
      Company intends to repurchase up to 5% of its outstanding shares (excluding
      shares held by Greene County Bancorp, MHC, the Company’s mutual holding
      company), or up to 92,346 shares.  During the six months ended
      December 31, 2007, the Company repurchased 12,192 shares.  As a result
      of this stock repurchase and the exercise of stock options during the period,
      treasury shares were increased to 161,216.











Comparison
      of Operating Results for the Six Months and Quarter Ended December 31, 2007
      and
      2006





Average
      Balance Sheet





The
      following table sets forth certain information relating to Greene County
      Bancorp, Inc. for the six months and quarters ended December 31, 2007 and
      2006.  For the periods indicated, the total dollar amount of interest
      income from average interest earning assets and the resultant yields, as well
      as
      the interest expense on average interest bearing liabilities, are expressed
      both
      in dollars and rates.  No tax equivalent adjustments were
      made.  Average balances were based on daily averages for the quarters
      and six months ended December 31, 2007 and 2006.  Average loan
      balances include non-performing loans.  The loan yields include net
      amortization of certain deferred fees and costs that are considered adjustments
      to yields.





Six
      Months Ended December 31, 2007 and 2006


(Dollars
                in thousands)
            2007
            2007
            2007
            2006
            2006
            2006Average
            Interest
            Average
            Average
            Interest
            AverageOutstanding
            Earned/
            Yield/
            Outstanding
            Earned/
            Yield/Balance
            Paid
            Rate
            Balance
            Paid
            RateInterest
                earning assets:Loans
                receivable, net1
            $217,494
            $7,214
            6.63%
            $197,153
            $6,482
            6.58%Securities,
                available for sale2
            86,569
            1,833
            4.23
            84,611
            1,601
            3.78Securities,
                held to maturity3
            2,761
            52
            3.77
            ---
            ---
            ---Federal
                funds
            7,147
            172
            4.81
            5,122
            134
            5.23Interest
                bearing bank balances
            3,888
            84
            4.32
            2,597
            56
            4.31FHLB
                stock
            663
            26
            7.84
            643
            21
            6.53Total
                interest earning assets
            318,522
            9,381
            5.89%
            290,126
            8,294
            5.72%Cash
                and due from banks
            5,508
            
            
            6,639Allowance
                for loan losses
            (1,564)
            
            
            (1,322)Other
                non-interest earning assets
            15,071
            
            
            13,898Total
                assets
            $337,537
            
            
            $309,341Interest
                bearing liabilities:Savings
                and money market deposits
            $108,192
            $1,054
            1.95%
            $124,697
            $1,240
            1.99%NOW
                deposits
            67,566
            922
            2.73
            42,209
            521
            2.47Certificates
                of deposit
            79,694
            1,750
            4.39
            62,403
            1,161
            3.72Borrowings
            5,130
            93
            3.63
            5,001
            93
            3.72Total
                interest bearing liabilities
            260,582
            3,819
            2.93%
            234,310
            3,015
            2.57%Non-interest
                bearing deposits
            40,760
            
            
            40,036Other
                non-interest bearing liabilities
            314
            
            
            609Shareholders’
                equity
            35,881
            
            
            34,386Total
                liabilities and equity
            $337,537
            
            
            $309,341Net
                interest income
            
            $5,562
            
            
            $5,279Net
                interest rate spread
            
            
            2.96%
            
            
            3.15%Net
                interest margin
            
            
            3.49%
            
            
            3.64%Average
                interest earning assets toaverage
                interest bearing liabilities
            
            
            122.23%
            
            
            123.82%





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


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


3Held
      to
      maturity securities include only tax-free municipal issues.





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)
            
            
            2007
                versus 2006Increase/(Decrease)
            
            
            TotalDue
                to
            
            
            Increase/Interest-earning
                assets:
            
            
            Volume
            
            
            Rate
            
            
            (Decrease)Loans
                receivable, net1
            
            
            $
            682
            
            
            $
            50
            
            
            $
            732Securities,
                available for sale2
            
            
            
            38
            
            
            
            194
            
            
            
            232Securities,
                held to maturity3
            
            
            
            52
            
            
            
            ---
            
            
            
            52Federal
                funds
            
            
            
            49
            
            
            
            (11
            )
            
            
            38Interest-bearing
                bank balances
            
            
            
            28
            
            
            
            ---
            
            
            
            28FHLB
                stock
            
            
            
            1
            
            
            
            4
            
            
            
            5Total
                interest-earning assets
            
            
            
            850
            
            
            
            237
            
            
            
            1,087Interest-bearing
                liabilities:Savings
                deposits
            
            
            
            (161
            )
            
            
            (25
            )
            
            
            (186
            )NOW
                deposits
            
            
            
            341
            
            
            
            60
            
            
            
            401Certificates
                of deposit
            
            
            
            357
            
            
            
            232
            
            
            
            589Borrowings
            
            
            
            2
            
            
            
            (2
            )
            
            
            --Total
                interest-bearing liabilities
            
            
            
            539
            
            
            
            265
            
            
            
            804Net
                interest income
            
            
            $
            311
            
            
            $
            (28
            )
            
            $
            283








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.


3Held
      to
      maturity securities include only tax-free municipal issues.





Quarter
      Ended December 31,
      2007 and 2006





(Dollars
                in thousands)
            2007
            2007
            2007
            2006
            2006
            2006Average
            Interest
            Average
            Average
            Interest
            AverageOutstanding
            Earned/
            Yield/
            Outstanding
            Earned/
            Yield/Balance
            Paid
            Rate
            Balance
            Paid
            RateInterest
                earning assets:Loans
                receivable, net1
            $221,451
            $3,656
            6.60%
            $199,941
            $3,303
            6.61%Securities,
                available for sale2
            85,887
            921
            4.29
            83,576
            821
            3.93Securities,
                held to maturity3
            5,521
            52
            3.77
            ---
            ---
            ---Federal
                funds
            8,335
            97
            4.66
            4,765
            62
            5.20Interest
                bearing bank balances
            3,212
            32
            3.99
            2,388
            26
            4.36FHLB
                stock
            669
            14
            8.37
            643
            11
            6.84Total
                interest earning assets
            325,075
            4,772
            5.87%
            291,313
            4,223
            5.80%Cash
                and due from banks
            5,298
            
            
            6,650Allowance
                for loan losses
            (1,619)
            
            
            (1,331)Other
                non-interest earning assets
            14,730
            
            
            14,474Total
                assets
            $343,484
            
            
            $311,106Interest
                bearing liabilities:Savings
                and money market deposits
            $104,455
            $496
            1.90%
            $118,631
            $591
            1.99%NOW
                deposits
            75,863
            540
            2.85
            49,115
            345
            2.81Certificates
                of deposit
            81,651
            888
            4.35
            62,946
            610
            3.88Borrowings
            5,261
            47
            3.57
            5,000
            47
            3.76Total
                interest bearing liabilities
            267,230
            1,971
            2.95%
            235,692
            1,593
            2.70%Non-interest
                bearing deposits
            39,997
            
            
            39,839Other
                non-interest bearing liabilities
            73
            
            
            674Shareholders’
                equity
            36,184
            
            
            34,901Total
                liabilities and equity
            $343,484
            
            
            $311,106Net
                interest income
            
            $2,801
            
            
            $2,630Net
                interest rate spread
            
            
            2.92%
            
            
            3.10%Net
                interest margin
            
            
            3.45%
            
            
            3.61%Average
                interest earning assets toaverage
                interest bearing liabilities
            
            
            121.65%
            
            
            123.60%








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


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


3Held
      to maturity securities include
      only tax-free municipal issues.








Three
                Months
              Ended
                December 31,(Dollars
                in thousands)
            
            
            2007
                versus 2006Increase/(Decrease)
            
            
            TotalDue
                to
            
            
            Increase/Interest-earning
                assets:
            
            
            Volume
            
            
            Rate
            
            
            (Decrease)Loans
                receivable, net1
            
            
            $
            358
            
            
            $
            (5
            )
            
            $
            353Securities,
                available for sale2
            
            
            
            23
            
            
            
            77
            
            
            
            100Securities,
                held to maturity3
            
            
            
            52
            
            
            
            ---
            
            
            
            52Federal
                funds
            
            
            
            42
            
            
            
            (7
            )
            
            
            35Interest-bearing
                bank balances
            
            
            
            8
            
            
            
            (2
            )
            
            
            6FHLB
                stock
            
            
            
            ---
            
            
            
            3
            
            
            
            3Total
                interest-earning assets
            
            
            
            483
            
            
            
            66
            
            
            
            549Interest-bearing
                liabilities:Savings
                deposits
            
            
            
            (69
            )
            
            
            (26
            )
            
            
            (95
            )NOW
                deposits
            
            
            
            190
            
            
            
            5
            
            
            
            195Certificates
                of deposit
            
            
            
            197
            
            
            
            81
            
            
            
            278Borrowings
            
            
            
            2
            
            
            
            (2
            )
            
            
            ---Total
                interest-bearing liabilities
            
            
            
            320
            
            
            
            58
            
            
            
            378Net
                interest income
            
            
            $
            163
            
            
            $
            8
            
            
            $
            171








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.


3Held
      to
      maturity securities include only tax-free municipal issues.





OVERVIEW





Annualized
      return on average assets and return on average equity are common methods of
      measuring operating results.  Annualized return on average assets
      decreased to 0.71% for the six months and 0.73% for the quarter ended December
      31, 2007, as compared to 0.98% for the six months and 0.97% for the quarter
      ended December 31, 2006.  Annualized return on average equity
      decreased to 6.66% for the six months and 6.91% for the quarter ended December
      31, 2007 as compared to 8.79% for the six months and 8.68% for the quarter
      ended
      December 31, 2006.  The year to date decrease in return on average
      assets and return on average equity was primarily the result of higher
      noninterest expenses, partially offset by higher noninterest income and net
      interest income.  Net income amounted to $1.2 million and $1.5 million
      for the six months ended December 31, 2007 and 2006, respectively, a decrease
      of
      $316,000 or 20.9% and amounted to $626,000 and $757,000 for the quarters ended
      December 31, 2007 and 2006, respectively, a decrease of $131,000 or
      17.3%.  Average assets amounted to $337.5 million for the six month
      period ended December 31, 2007 as compared to $309.3 million for the same period
      ended December 31, 2006, an increase of $28.2 million or
      9.1%.  Average assets amounted to $343.5 million for the quarter ended
      December 31, 2007 as compared to $311.1 million for the quarter ended December
      31, 2006, an increase of $32.4 million or 10.4%.  Average equity
      amounted to $35.9 million for the six month period ended December 31, 2007
      as
      compared to $34.4 million for the same period ended December 31, 2006, an
      increase of $1.5 million or 4.4%.  Average equity amounted to $36.2
      million for the quarter ended December 31, 2007 as compared to $34.9 million
      for
      the quarter ended December 31, 2006, an increase of $1.3 million or 3.7%.








INTEREST
      INCOME





Interest
      income amounted to $9.4 million for the six months ended December 31, 2007
      as
      compared to $8.3 million for the six months ended December 31, 2006, an increase
      of $1.1 million or 13.3%.  Interest income amounted to $4.8 million
      for the quarter ended December 31, 2007 as compared to $4.2 million for the
      quarter ended December 31, 2006, an increase of $549,000 or
      13.0%.  The increase in loan volume complemented by an increase in the
      yield on interest earning assets had the greatest impact on interest income
      when
      comparing the six months and quarters ended December 31, 2007 and
      2006.  Average loan balances increased $20.3 million for the six
      months ended December 31, 2007 as compared to December 31, 2006 and the yield
      increased by 5 basis points when comparing the same periods.  Average
      loan balances increased $21.5 million for the quarter ended December 31, 2007
      as
      compared to the quarter ended December 31, 2006 and the yield decreased by
      one
      basis point when comparing the same periods.  The overall impact on
      interest income from securities available for sale was positive with an increase
      in average balances of $2.0 million which was complemented by a 45 basis point
      increase in yield when comparing the six months ended December 31, 2007 and
      2006
      and a $2.3 million increase in average balances and a 36 basis point increase
      in
      yield when comparing the quarters ended December 31, 2007 and
      2006.   For the six months and quarter ended December 31, 2007,
      average securities held to maturity totaled $2.8 million and $5.5 million,
      respectively, as a result of a reclassification from the available-for-sale
      portfolio.  The average yield on these investments was 3.77% for the
      current quarter and six month period ended December 31, 2007.  The
      reclassification of securities which were tax free securities out of
      available-for-sale to held-to-maturity contributed to the improvement in yield
      on securities available-for-sale.  No tax effective adjustments were
      made.  Average balances on short term investments such as interest
      bearing bank balances and federal funds sold increased $3.3 million and $4.4
      million when comparing the six months and quarters ended December 31, 2007
      and
      2006.  Most of the increase in income from short term investments was
      offset by a lower yield on such investments, primarily as a result of the
      short-term interest rate decreases implemented by the Federal Open Market
      Committee during the latter part of calendar 2007.  Although the
      Federal Open Market Committee increased short-term rates several times during
      calendar 2006, the long-term rates continued to remain relatively unchanged
      and
      low.








INTEREST
      EXPENSE





Interest
      expense amounted to $3.8 million for the six months ended December 31, 2007,
      as
      compared to $3.0 million for the six months ended December 31, 2006, an increase
      of $804,000.  Interest expense amounted to $2.0 million for the
      quarter ended December 31, 2007, as compared to $1.6 million for the quarter
      ended December 31, 2006, an increase of $378,000.  Increases in
      average balances on interest-bearing liabilities had the greatest impact on
      overall interest expense.  The average balance of interest bearing
      liabilities amounted to $260.6 million and the average rate increased to 2.93%
      for the six months ended December 31, 2007 as compared to an average balance
      of
      $234.3 million with an average rate of 2.57% for the six months ended December
      31, 2006, an increase in average interest bearing liabilities of $26.3 million
      and an increase in average rate of 36 basis points.  The average
      balance of interest bearing liabilities amounted to $267.2 million and the
      average rate increased to 2.95% for the quarter ended December 31, 2007 as
      compared to an average balance of $235.7 million with an average rate of 2.70%
      for the quarter ended December 31, 2006, an increase in average interest bearing
      liabilities of $31.5 million and an increase in average rate of 25 basis
      points.  The average rate paid on NOW deposits increased 26 basis
      points and 4 basis points, respectively, when comparing the six months and
      quarters ended December 31, 2007 and 2006, and the average balance of such
      accounts grew by $25.4 million and $26.7 million, respectively, when comparing
      the same periods, contributing to the overall increase in interest
      expense.  The average balance of certificates of deposit grew by $17.3
      million and the average rate paid increased by 67 basis points when comparing
      the six months ended December 31, 2007 and 2006.  The average balance
      of certificates of deposit grew by $18.7 million and the average rate paid
      increased by 47 basis points when comparing the quarters ended December 31,
      2007
      and 2006.  The average balance of savings and money market deposits
      fell by $16.5 million and $14.2 million when comparing the six months and
      quarters ended December 31, 2007 and 2006.  The average rate paid on
      savings and money markets decreased 4 basis points and 9 basis points when
      comparing the same periods.  Interest paid on borrowings remained
      consistent when comparing the six months and quarters ended December 31, 2007
      and 2006 due to the fact that increases in average borrowings were offset by
      lower rates paid on those borrowings.














NET
      INTEREST INCOME





Net
      interest income increased $283,000 to $5.6 million for the six months ended
      December 31, 2007 compared to December 31, 2006 and increased $171,000 to $2.8
      million for the quarter ended December 31, 2007 compared to December 31,
      2006.     Net interest spread decreased 19 basis points
      to 2.96% for the six months ended December 31, 2007 from 3.15% for the six
      months ended December 31, 2006, and 18 basis points to 2.92% for the quarter
      ended December 31, 2007 as compared to 3.10% for the quarter ended December
      31,
      2006.  Net interest margin decreased 15 basis points to 3.49% for the
      six months ended December 31, 2007 from 3.64% for the six months ended December
      31, 2006, and 16 basis points to 3.45% for the quarter ended December 31, 2007
      as compared to 3.61% for the quarter ended December 31, 2006.  The
      tightening of the net interest spread and margin hindered net interest income
      growth when comparing the six months and quarters ended December 31, 2007 and
      2006.





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








PROVISION
      FOR LOAN LOSSES





The
      provision for loan losses amounted to $278,000 and $111,000 for the six months
      ended December 31, 2007 and 2006, respectively, an increase of
      $167,000.  The provision for loan losses amounted to $135,000 and
      $66,000 for the quarters ended December 31, 2007 and 2006, respectively, an
      increase of $69,000.  The increase in the level of provision was
      primarily a result of growth in the loan portfolio, an increase in nonperforming
      loans and an increase in the amount of loan charge-offs, which were
      predominently associated with the overdraft protection program.  Net
      charge-offs associated with the overdraft protection program increased $35,000,
      or 70.0% when comparing the six months ended December 31, 2007 and 2006.








NONINTEREST
      INCOME





Noninterest
      income amounted to $2.3 million for the six months ended December 31, 2007
      as
      compared to $2.1 million for the six months ended December 31, 2006, an increase
      of $162,000 or 7.7%.  Noninterest income amounted to $1.2 million for
      both the quarters ended December 31, 2007 and 2006.   During the
      six months and quarter ended December 31, 2006, a pretax gain of approximately
      $257,000 related to the sale of the former Coxsackie branch building was
      recognized in noninterest income.  There were no significant sales of
      assets during the six months and quarter ended December 31,
      2007.  Service charges on deposit accounts increased $270,000 and
      $110,000 for the six months and quarter ended December 31, 2007, respectively,
      due to higher levels of insufficient funds charges as a result of changes
      implemented in the Overdraft Privilege Program.  Debit card fees
      increased $97,000 and $53,000, respectively, for the same periods primarily
      due
      to a higher volume of transactions.








NONINTEREST
      EXPENSE





Noninterest
      expense amounted to $5.9 million for the six months ended December 31, 2007
      as
      compared to $5.1 million for the six months ended December 31, 2006, an increase
      of $760,000 or 14.9%.  Noninterest expense amounted to $2.9 million
      for the quarter ended December 31, 2007 as compared to $2.7 million for the
      quarter ended December 31, 2006, an increase of $288,000 or
      10.8%.  Salaries and employee benefits increased $318,000 when
      comparing the six months ended December 31, 2007 and 2006; and $176,000 when
      comparing the quarters ended December 31, 2007 and 2006.  These
      increases were primarily due to an increase in the number of employees resulting
      from the addition of three new branches (two branches which opened in the third
      quarter of fiscal 2007 and one branch which has opened in January 2008) and
      expansion of the commercial lending department, as well as a $75,000 payment
      associated with the retirement of a senior officer.  These salary
      increases were partially offset by a decrease of $65,000 in retirement expense
      associated with the Defined Benefit Pension Plan, partially offset by an
      increase in 401(k) contribution expense of $20,000 resulting from increases
      in
      employer match during fiscal 2007.  Occupancy expense and equipment
      and furniture expense, in the aggregate, increased approximately $133,000 and
      $52,000 when comparing the six months and quarters ended December 31, 2007
      and
      2006 due to higher utility costs, building maintenance and increased
      depreciation expense associated with the opening of the new operations center
      in
      Catskill and the opening of two new branches in Catskill and
      Greenport.  All other noninterest expenses, in the aggregate,
      increased approximately $309,000 and $60,000 when comparing the six months
      and
      quarters ended December 31, 2007 and 2006 due to increased costs related to
      debit card transactions and the loyalty program, marketing costs related to
      deposit product promotions, and increased assessments resulting from the
      conversion of the Bank from a New York State chartered financial institution
      to
      a Federally chartered institution.








INCOME
      TAXES





The
      provision for income taxes reflected the expected tax associated with the
      revenue generated for the given period and certain regulatory
      requirements.  The effective tax rate was 29.1% for the six months
      ended December 31, 2007, compared to 30.3% for the six months ended December
      31,
      2006.  The effective tax rate was 28.6% for the quarter ended December
      31, 2007, compared to 31.6% for the quarter ended December 31,
      2006.  The decreases in effective rates for the periods ended December
      31, 2007 were the result of decreased pre-tax income and the resultant increased
      percentage of tax exempt interest earned in total taxable income.








LIQUIDITY
      AND CAPITAL RESOURCES





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





Mortgage
      loan commitments totaled $7.4 million at December 31, 2007.  The
      unused portion of overdraft lines of credit amounted to $8.6 million, the unused
      portion of home equity lines of credit amounted to $6.5 million, and the unused
      portion of commercial lines of credit amounted to $3.9 million at December
      31,
      2007.  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 expects to open one new
      branch location located in Chatham, New York.  It is expected that
      this branch will be opened during the third quarter of fiscal
      2008.   It is expected that the Company will have sufficient cash
      or other means of liquidity to fund this project.





The
      Bank
      of Greene County and Greene County Commercial Bank met all regulatory capital
      requirements at December 31, 2007 and June 30, 2007.  The Company’s
      consolidated shareholder’s equity represented 10.6% of total assets at December
      31, 2007 and 10.9% of total assets of June 30, 2007.








Item
      3.  Controls and Procedures





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




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








Part
      II.    Other Information





Item
      1.     Legal
      Proceedings


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


legal
      proceedings at the present time.





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


a.)
            Not
                applicable


b.)
            Not
                applicable


c.)
            The
                following table presents a summary of the Company’s shares repurchased
                during the quarter ended December 31,
                2007





Period
            Total
                Number of Shares Purchased
            Average
                Price Paid Per Share
            Total
                Number of Shares Purchased as Part of Publicly Announced Program
                (1)
            Maximum
                Number of Shares That May yet be Purchased Under the Program (1)October
                1 – October 31, 2007
            3,100
            $12.36
            3,380
            88,966November
                1 – November 30, 2007
            3,948
            $11.84
            7,328
            85,018December
                1 - December 31, 2007
            4,864
            $13.18
            12,192
            80,154





(1)
      On
      August 22, 2007, the Board of Directors authorized a stock repurchase program
      pursuant to which the Company intends to repurchase up to 5% of its outstanding
      shares (excluding shares held by Greene County Bancorp, MHC, the Company’s
      mutual holding company), or up to 92,346 shares.  As of December 31,
      2007, the Company had repurchased 12,192 shares in accordance with the stock
      repurchase program.





Item
      3.  Defaults Upon
      Senior Securities


Not
      applicable





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





On
      October 24, 2007, the Company held an annual meeting of
      shareholders.  At the meeting, proposals to (1) elect Donald Gibson,
      Paul Slutzky and David H. Jenkins, 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, 2008 fiscal year were approved.  There were
      no broker non-votes.  The votes cast for and against these proposals
      were as follows:





Election
      to the Board of
      Directors                                     For                      
                 Withheld





Donald
      Gibson                                                                
3,813,573                                
40,506


David
      H.
      Jenkins                                                             
3,842,381                                
11,657


Paul
      Slutzky                                                                     
3,841,356                                
12,682





Ratification
      of Appointment
      of Beard Miller Company LLP


For                      
      Against                           
Abstain





Number
      of
      votes                                                              
3,844,976                      
269                                  
8,834





The
      Board
      of Directors consists of the following members:  Donald E. Gibson,
      David H. Jenkins, Dennis O’Grady, Arthur Place, Charles Schaefer, Paul Slutzky
      Martin C. Smith, and J. Bruce Whittaker.





Item
      5.    Other
      Information





(a)
            Not
                applicable





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





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, 2008





By:
      /s/ Donald E.
      Gibson











Donald
      E.
      Gibson


President
      and Chief Executive Officer

















Date:  February
      14, 2008





By:
      /s/ Michelle
      Plummer











Michelle
      Plummer


Executive
      Vice President, Chief Financial Officer and Chief Operating Officer











EXHIBIT
      31.1





Certification
      of Chief Executive Officer


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





I,
      Donald
      E. Gibson, certify that:





1.
            I
                have reviewed this quarterly report on Form 10-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)
      disclosed 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, 2008                                                                         
      /s/DonaldE.
      Gibson


Donald
      E.
      Gibson


President
                and Chief Executive Officer








EXHIBIT
      31.2








Certification
      of Chief Financial Officer


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





I,
      Michelle M. Plummer, certify that:





1.
            I
                have reviewed this quarterly report on Form 10-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)
      disclosed 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:
      February14,
      2008                                                                          /s/
      Michelle
      Plummer


Michelle
      M.
      Plummer


Executive
                Vice President, Chief Financial Officer and Chief Operating Officer





EXHIBIT
      32.1





Statement
      of Chief Executive Officer


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











Donald
      E.
      Gibson, President and Chief Executive Officer, of Greene County Bancorp, Inc.
      (the “Company”) certifies in his capacity as an officer of the Company that he
      has reviewed the Quarterly Report of the Company on Form 10-QSB for the quarter
      ended December 31, 2007 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:
      February14,2008                                                                        /s/DonaldE.
      Gibson


Donald
      E.
      Gibson


President
                and Chief Executive Officer











EXHIBIT
      32.2





Statement
      of Chief Financial Officer


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











Michelle
      M. Plummer, Chief Financial Officer, of Greene County Bancorp, Inc. (the
“Company”) certifies in her capacity as an officer of the Company that he or she
      has reviewed the Quarterly Report of the Company on Form 10-QSB for the quarter
      ended December 31, 2007 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:
      February14, 2008                                                                        
      /s/
      Michelle Plummer


Michelle
      M.
      Plummer


Executive
                Vice President, Chief Financial Officer and Chief Operating Officer