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 SEPTEMBER 30, 2002

                                       OR

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


                           GREENE COUNTY BANCORP, INC.

        (Exact name of small business issuer as specified in its charter)

                         Commission file number 0-25165



United States                                                         14-1809721
(State or other jurisdiction            (I.R.S. Employer  Identification Number)
of incorporation or organization)


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


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

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

Yes:       X                  No:

As of November 14, 2002,  the  registrant  had 2,152,835  shares of common stock
issued at $ .10 par value, and 2,025,535 were outstanding.

Transitional Small Business Disclosure
Format:  Yes:                                 No:       X


<PAGE>
                           GREENE COUNTY BANCORP, INC.

<Table>
<Caption>

INDEX

<S>          <C>                                                                               <C>
PART I.       FINANCIAL INFORMATION
                                                                                                  Page
     Item 1.  Financial Statements
              *   Consolidated Statements of Financial Condition                                   3
              *   Consolidated Statements of Income                                                4
              *   Consolidated Statements of Comprehensive Income                                  5
              *   Consolidated Statements of Changes in Shareholders' Equity                       6
              *   Consolidated Statements of Cash Flows                                            7
              *   Notes to Consolidated Financial Statements                                     8-9

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of  Operations                                              9-18

     Item 3.  Controls and Procedures                                                             18

PART II.      OTHER INFORMATION

  Item 1.     Legal Proceedings                                                                   19

  Item 2.     Changes in Securities and Use of Proceeds                                           19

  Item 3.     Defaults Upon Senior Securities                                                     19

  Item 4.     Submission of Matters to a Vote of Security Holders                                 19

  Item 5.     Other Information                                                                   19

  Item 6.     Exhibits and Reports on Form 8-K                                                    19

              Signatures                                                                       20-24

</table>



<PAGE>

<table>
<caption>
                           Greene County Bancorp, Inc.
                 Consolidated Statements of Financial Condition
                   As of September 30, 2002 and June 30, 2002

                                                                                  September 30, 2002          June 30, 2002
                                                                                      (Unaudited)
ASSETS
<S>                                                                                 <C>                      <C>
Cash and due from banks                                                                $7,329,750              $7,408,150
Federal funds sold                                                                     11,829,264              10,423,871
                                                                                ----------------------      ----------------
    Total cash and cash equivalents                                                    19,159,014              17,832,021

Investment securities, at fair value                                                   72,601,889              66,088,530
Federal Home Loan Bank stock, at cost                                                   1,121,100               1,121,100

Loans                                                                                 131,844,626             129,727,150
Less: Allowance for loan losses                                                        (1,085,701)             (1,068,734)
      Unearned origination fees and costs, net                                           (273,113)               (285,132)
                                                                                ----------------------      ----------------
    Net loans receivable                                                              130,485,812             128,373,284

Premises and equipment                                                                  4,919,460               4,963,621
Accrued interest receivable                                                             1,526,042               1,452,104
Prepaid expenses and other assets                                                         220,670                 296,691
Other real estate owned                                                                       ---                  30,229

               Total assets                                                     ----------------------      --------------
                                                                                     $230,033,987            $220,157,580
                                                                                ======================      ================

LIABILITIES AND SHAREHOLDERS' EQUITY
Non-interest bearing deposits                                                         $21,699,930             $22,067,347
Interest bearing deposits                                                             170,424,180             161,646,281
                                                                                -----------------------      ----------------
              Total deposits                                                          192,124,110             183,713,628

Borrowings from FHLB                                                                    9,000,000               9,000,000
Accrued expenses and other liabilities                                                  1,470,337                 911,959
Accrued income taxes                                                                      198,226                 131,287
                                                                                -----------------------      ----------------
                Total liabilities                                                     202,792,673             193,756,874

Shareholders' equity
Preferred stock,
    Authorized 1,000,000 at September 30, and June 30, 2002;                                  ---                     ---
Common stock, par value $.10 per share;
    Authorized: 12,000,000 at September 30, and June 30, 2002;
    Issued: 2,152,835 at September 30, and June 30, 2002;
    Outstanding: 2,025,535 at September 30, 2002;
                        2,024,835 at June 30, 2002                                        215,284                 215,284
Additional paid-in capital                                                             10,095,835              10,084,621
Retained earnings                                                                      17,519,132              17,164,403
Accumulated other comprehensive income                                                  1,315,071                 880,401
Less: Treasury stock, 127,300 at September 30, 2002;
      128,000 at June 30,  2002,  shares at cost                                       (1,364,023)             (1,371,527)
cost
      Unearned stock-based compensation                                                  (142,537)               (156,791)
      Unearned ESOP shares 49,972 at September 30, 2002;
                           and June 30, 2002, shares at cost                             (397,448)               (415,685)
                                                                                ----------------------      ----------------

               Total shareholders' equity                                              27,241,314              26,400,706

                                                                                ----------------------      ----------------
               Total liabilities and shareholders' equity                            $230,033,987            $220,157,580
                                                                                ======================      ================
</table>
See notes to consolidated financial statements.




<PAGE>

<table>
<Caption>
                           Greene County Bancorp, Inc.
                        Consolidated Statements of Income
             For the Three Months Ended September 30, 2002 and 2001
                                   (Unaudited)

                                                                                      2002                      2001
<S>                                                                             <C>                         <C>
Interest income:
    Loans                                                                          $2,399,907                $2,187,944
    Investment securities                                                             484,893                   544,209
    Mortgage-backed securities                                                        244,250                   103,668
    Tax free securities                                                               101,771                   101,783
    Interest bearing deposits and federal funds sold                                   65,011                   143,278
                                                                                -----------------         ---------------
Total interest income                                                               3,295,832                 3,080,882

Interest expense:
    Interest on deposits                                                            1,060,039                 1,255,590
    Interest on borrowings                                                            107,905                    85,825
                                                                                -----------------         ---------------
Total interest expense                                                              1,167,944                 1,341,415

Net interest income                                                                 2,127,888                 1,739,467

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

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

Net interest income after provision for loan losses                                 2,127,888                 1,709,467

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

Noninterest income:
    Service charges on deposit accounts                                               399,601                   186,525
    Other operating income                                                            263,191                   165,772
                                                                                -----------------         ---------------
Total noninterest income                                                              662,792                   352,297

Noninterest expense:
    Salaries and employee benefits                                                    883,684                   791,901
    Occupancy expense                                                                  98,778                    82,967
    Equipment and furniture expense                                                   140,979                   110,212
    Service and data processing fees                                                  179,203                   152,654
    Office supplies                                                                    28,455                    40,069
    Other                                                                             549,974                   411,007

                                                                                -----------------         ---------------
Total noninterest expense                                                           1,881,073                 1,588,810

Income before provision for income taxes                                              909,907                   472,954

Provision for income taxes                                                            268,500                   129,000

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

Net income                                                                           $641,107                  $343,954

                                                                                =================         ===============
Basic EPS                                                                               $0.32                     $0.17
Basic shares outstanding                                                            1,976,296                 1,973,879

Diluted EPS                                                                             $0.32                     $0.17
Diluted average shares outstanding                                                  2,028,691                 2,018,551

See notes to consolidated financial statements.

</table>
<PAGE>



<table>
<caption>

                           Greene County Bancorp, Inc.
                 Consolidated Statements of Comprehensive Income
             For the Three Months Ended September 30, 2002 and 2001
                                   (Unaudited)



                                                                                       2002                     2001
<S>                                                                                 <C>                      <C>
Net income                                                                           $641,107                  $343,954

Other comprehensive income:

Unrealized holding gain arising during the three months ended September 30, 2002
  and 2001, net of tax expense
  of ($289,781) and ($304,012), respectively.                                         434,670                   456,019
                                                                                ----------------------       ------------

Total other comprehensive income                                                      434,670                   456,019

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

Comprehensive income                                                               $1,075,777                  $799,973
                                                                                ======================      =============




</table>
See notes to consolidated financial statements.


<PAGE>

<table>
<caption>
                           Greene County Bancorp, Inc.
           Consolidated Statements of Changes in Shareholders' Equity
             For the Three Months Ended September 30, 2002 and 2001
                                   (Unaudited)

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


ESOP shares earned                            4,435


Stock-based
compensation
earned

Treasury stock
purchased

Dividends paid                                            (230,807)

Net income                                                 343,954

Change in unrealized
gain, net                                                                456,019


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


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



ESOP shares earned                           13,206

Stock-based
compensation
earned

Options exercised                            (1,992)

Dividends paid                                            (286,378)

Net income
                                                           641,107
Change in unrealized
gain,  net                                                               434,670


                       ----------- ----------------- -------------- --------------
Balance at
September 30, 2002       $215,284       $10,095,835    $17,519,132    $1,315,071
                       =========== ================= ============== ==============

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

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


ESOP shares earned                                          21,358        25,793


Stock-based
compensation
earned                     15,317                                         15,317

Treasury stock
purchased                                  (373,515)                    (373,515)

Dividends paid                                                           (230,807)

Net income                                                               343,954

Change in unrealized
gain, net                                                                456,019


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


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



ESOP shares earned                                          18,237        31,443

Stock-based
compensation
earned                                       14,254                       14,254

Options exercised                             7,504                        5,512

Dividends paid                                                          (286,378)

Net income                                                               641,107

Change in unrealized
gain,  net                                                               434,670


                      -----------  ---------------- --------------   -------------
Balance at
September 30, 2002      ($142,537)      ($1,364,023)     ($397,448)  $27,241,314
                      ===========   ===============  =============   =============

</table>
See notes to consolidated financial statements.


<PAGE>




<table>
<caption>


                           Greene County Bancorp, Inc.
                      Consolidated Statements of Cash Flows
             For the Three Months Ended September 30, 2002 and 2001
                                   (Unaudited)


                                                                                       2002                    2001
<S>                                                                               <C>                       <C>
Cash flows from operating activities:
Net Income                                                                           $641,107                $343,954
Adjustments to reconcile net income to cash provided by operating activities:
     Depreciation                                                                     134,800                 108,675
     Net amortization (accretion) of premiums (discounts)                             (65,716)                 33,881
     Provision for loan losses                                                          ---                    30,000
     ESOP and other stock-based compensation earned                                    45,697                  36,675
     Gain on sale of other real estate                                                (59,770)                  ---
     Net increase in accrued income taxes                                              66,939                 129,193
     Net (increase) decrease in accrued interest receivable                           (73,938)                 23,993
     Net decrease (increase) in prepaid and other assets                               76,021                 (42,293)
     Net increase (decrease) in other liabilities                                     268,597                 102,231
                                                                                -------------             ------------

          Net cash provided by operating activities                                 1,033,737                 766,309

Cash flows from investing activities:
     Proceeds from maturities of securities                                         5,009,854               2,420,123
     Purchases of securities and other investments                                 (1,605,169)               (269,304)
     Principal payments on securities                                                 370,542                 819,459
     Principal payments on mortgage-backed securities                               1,735,597               1,135,427
     Purchases of mortgage-backed securities                                      (11,234,018)             (3,141,191)
     Net increase in loans receivable                                              (2,112,528)             (6,007,461)
     Proceeds from the sale of other real estate                                       90,000                    ---
     Purchases of premises and equipment                                              (90,639)                (50,943)
                                                                                --------------            ------------

          Net cash used in investing activities                                    (7,836,361)             (5,093,890)

Cash flows from financing activities:
     Dividends paid                                                                  (286,378)               (230,807)
     Purchase of treasury stock                                                           ---                (373,515)
     Proceeds from issuance of stock options                                            5,512                     ---
     Net increase (decrease) in deposits                                            8,410,483               5,461,444
                                                                                -------------             -----------

          Net cash provided by financing activities                                 8,129,617               4,857,122

Net increase in cash and cash equivalents                                           1,326,993                 529,541

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


Cash and cash equivalents at end of period                                        $19,159,014             $19,333,899
                                                                                =============             ===========

</table>
See notes to consolidated financial statements.




<PAGE>




Greene County Bancorp, Inc.
Notes to Financial Statements
As of and for the Three Months Ended September 30, 2002 and 2001


(1)      Basis of Presentation

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of Greene County  Bancorp,  Inc. (the  "Company")  and its wholly owned
subsidiary,  The Bank of Greene  County (the "Bank").  The financial  statements
have been prepared in accordance with accounting  principles  generally accepted
in the United  States  (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
the  Company's  Annual  Report on Form 10-KSB for the year ended June 30,  2002,
such information and footnotes have not been duplicated  herein.  In the opinion
of  management,  all  adjustments  (consisting of only normal  recurring  items)
necessary  for a fair  presentation  of the  financial  position  and results of
operations  and cash flows at and for the periods  presented have been included.
Amounts  in  the  prior  year's  consolidated  financial  statements  have  been
reclassified  whenever necessary to conform to the current year's  presentation.
These  reclassifications  had no effect on net income or  retained  earnings  as
previously reported.  All material  inter-company accounts and transactions have
been eliminated in the  consolidation.  The results of operations and other data
for the three months ended September 30, 2002 are not necessarily  indicative of
results that may be expected for the entire fiscal year ending June 30, 2003.

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

(2)      Nature of Operations

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

(3)      Use of Estimates

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

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

(4)      Earnings Per Share

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


<table>
<caption>


                                                         Weighted Average
                                                         Number of Shares

Three Months Ended                   Net Income           Outstanding         Earnings Per Share

                                  <C>                  <C>                     <C>
September 30, 2002:                   $641,107
   Basic EPS                                               1,976,296               $0.32
   Diluted EPS                                             2,028,691               $0.32


September 30, 2001:                   $343,954
   Basic EPS                                               1,973,879               $0.17
   Diluted EPS                                             2,018,551               $0.17

</table>


(5)      Dividends

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

Impact of Inflation and Changing Prices

The  consolidated  financial  statements  of  the  Company  and  notes  thereto,
presented elsewhere herein, have been prepared in accordance with U.S. generally
accepted  accounting  principles,  which  requires 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
the  Company's  operations.  Unlike most  industrial  companies,  nearly all the
assets and liabilities of the Company are monetary. As a result,  interest rates
have a greater  impact  on the  Company'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.

Impact of Recent Accounting Pronouncements

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

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities,"  which replaces  Emerging  Issues Task Force
("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity  (including  Certain Costs Incurred
in a Restructuring)."  Under SFAS No. 146, liabilities for costs associated with
an  exit or  disposal  activity  are to be  recognized  when  the  liability  is
incurred.  Under EITF Issue No.  94-3,  liabilities  related to exit or disposal
activities  were  recognized  when  an  entity  committed  to an exit  plan.  In
addition,  Statement  No. 146  establishes  that the  objective  for the initial
measurement  of the liability is fair value.  Statement No. 146 is effective for
exit and disposal  activities  initiated after December 31, 2002. The Company is
currently  evaluating the impact the adoption of this statement will have on its
financial statements but does not believe it will be material.

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

General

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

Special Note Regarding Forward Looking Statements

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

(a) changes in general market interest rates,
(b) general economic conditions,
(c) legislative and regulatory changes,
(d) monetary and fiscal policies of the U.S. Treasury and the Federal Reserve,
(e) changes in the quality or composition of the Company's loan and investment
    portfolios,
(f) deposit flows,
(g) competition, and
(h) demand for financial services in the Company's market area.

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


Comparison of Financial Condition as of September 30, 2002 and June 30, 2002

ASSETS

Total  assets  increased  to $230.0  million at  September  30, 2002 from $220.2
million at June 30, 2002, an increase of $9.8 million,  or 4.5%. Growth was most
significant in the cash and investments portfolios as well as to a lesser extent
in the loan portfolio. Deposit growth funded the asset growth and appeared to be
the result of continued  reduced  investment  in the equity  markets.  Investors
appeared to continue to be conservative in their investment options.

CASH AND CASH EQUIVALENTS

Total cash and cash equivalents increased to $19.2 million at September 30, 2002
from $17.8 million at June 30, 2002, an increase of $1.4 million,  or 7.9%.  The
increase occurred  primarily in federal funds sold and was a result of continued
deposit  inflows.  Each year at the end of September,  the Bank has  significant
cash needs for escrow payments to various  localities and municipalities as well
as Christmas Club payouts.  The Bank typically has a deposit  outflow at the end
of September and beginning of October of each year.

INVESTMENT SECURITIES

Investment  securities  increased  to $72.6  million at  September  30,  2002 as
compared to $66.1  million at June 30,  2002,  an increase of $6.5  million,  or
9.8%.  During the quarter ended  September 30, 2002,  the  investment  portfolio
shifted toward  mortgage-backed  securities and state and political  subdivision
securities  representing  34.8% and  14.5% of the  portfolio,  respectively,  at
September   30,  2002  as  compared  to  29.6%  and  13.3%  of  the   portfolio,
respectively, at June 30, 2002. A shift away from corporate debt securities as a
percentage of the total portfolio  occurred  between June 30, 2002 and September
30, 2002. Due to the potential credit problems of some  corporations the Company
has  focused  more  heavily on debt with some form of  guarantee  such as a U.S.
agency  guarantee.  The  Company  has also  shifted  the  portfolio  toward more
adjustable  rate securities than in the past in an effort to provide some future
interest  rate  risk  protection  in  a  rising  rate  environment.   Investment
securities  represent 31.6% of total assets at September 30, 2002 as compared to
30.0% at June 30,  2002.  The shift is  partially a result of loan demand  being
slightly lower than inflows of deposits.

<table>
<caption>

(Rounded to nearest thousand)           Market value at      Percentage       Market value at      Percentage
                                        Sept. 30, 2002     of portfolio      June 30, 2002       of portfolio

<S>                                           <C>              <C>                <C>             <C>
(Rounded to nearest thousand)
U.S. government agencies                       $15,045           20.7%              $14,862           22.5%
State and political subdivisions                10,510           14.5                 8,811           13.3
Mortgage-backed securities                      25,288           34.8                19,564           29.6
Asset-backed securities                            467            0.6                   818            1.3
Corporate debt securities                       20,024           27.6                20,760           31.4

                                      ----------------- -----------------  ----------------  ---------------
Total debt securities                           71,334           98.2                64,815           98.1

Equity securities and other                      1,268            1.8                 1,274            1.9


                                      ----------------- -----------------  ----------------  ---------------
Total available-for-sale securities            $72,602          100.0%              $66,089          100.0%
                                      ================= =================  ================  ===============


</table>
<PAGE>






LOANS

Net loans  receivable  increased to $130.5  million at  September  30, 2002 from
$128.4  million at June 30,  2002,  an increase of $2.1  million,  or 1.6%.  The
continued low interest rate  environment and strong customer  satisfaction  from
personal  service has continued to enhance loan growth.  Commercial  real estate
mortgages  increased $1.2 million,  or 13.6%,  to $10.0 million at September 30,
2002 as compared  to $8.8  million at June 30,  2002.  The slight  decreases  in
residential  real  estate  mortgages  and  installment  loans were the result of
principal  pay-down in excess of net new loan balances.  The extraordinary  loan
demand experienced during fiscal 2002 appears to have slowed slightly during the
first fiscal quarter ended September 30, 2002.

<table>
<caption>


(Rounded to nearest thousand)                              At         Percentage          At             Percentage
                                                    Sept. 30, 2002   of portfolio     June 30, 2002    of portfolio

<S>                                                    <C>               <C>           <C>                <C>
Real estate mortgages
   Residential                                          $103,140            78.2%        $103,494           79.8%
   Commercial                                             10,007             7.6            8,764            6.8
Home equity loans                                          7,612             5.8            6,957            5.4
Commercial loans                                           5,153             3.9            4,356            3.3
Installment loans                                          5,393             4.1            5,611            4.3
Passbook loans                                               540             0.4              545            0.4

                                                   --------------  --------------    -------------      ------------
Total loans                                             $131,845           100.0%        $129,727          100.0%
Less: Allowance for loan losses                           (1,086)                          (1,069)
      Unearned origination fees and costs, net              (273)                            (285)


                                                  --------------                     -------------
Net loans receivable                                    $130,486                         $128,373
                                                  ==============                     =============
</table>





ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established through a provision for loan losses
based on management's evaluation of the risk inherent in the loan portfolio, the
composition of the loan portfolio,  specific impaired loans and current economic
conditions. Such evaluation,  which includes a review of all loans on which full
collectibility may not be reasonably assured, considers among other matters, the
estimated net realizable  value or the fair value of the underlying  collateral,
economic  conditions,  historical  loan loss  experience  and other factors that
warrant  recognition in providing for an allowance for loan losses. In addition,
various regulatory  agencies,  as an integral part of their examination process,
periodically  review the Bank's allowance for loan losses and valuation of OREO.
Such agencies may require the Bank to recognize additions to the allowance based
on  their  judgment  about  information  available  to them at the time of their
examination.  The allowance for loan losses is increased by a provision for loan
losses (which results in a charge to expense) and is reduced by net charge-offs.
During the fiscal year ended June 30, 2002, and the quarter ended  September 30,
2002 the level of provision was affected by the growth of the loan portfolio and
composition of the portfolio  shifting to more commercial loans.  These types of
loans  generally  possess  a higher  degree  of  credit  risk  than  traditional
one-to-four  family  residential  mortgage loans.  Management  also  implemented
improved procedures for pursuing delinquent and previously  charged-off accounts
during  fiscal  year 2002,  which  appears to have  helped  reduce the effect of
credit quality  deterioration  due to current  economic  weakness in the overall
economy. Any increase in the allowance for loan losses or loan charge-offs could
have a material  adverse  effect on our  results  of  operations  and  financial
condition.


<PAGE>




<table>
<caption>

                                                             Three months ended        Three months ended

                                                              September 30, 2002       September 30, 2001

<S>                                                                <C>                        <C>
Balance at the beginning of the period                                $1,068,734                $886,081
Charge-offs:
     Commercial real estate mortgage loans                                  ---                      ---
      Home equity                                                           ---                    2,380
     Installment loans to individuals                                     12,396                  12,413

                                                                ----------------            -----------------
Total loans charged off                                                   12,396                  14,793

Recoveries:
     Commercial loans                                                     24,093                     ---
     Installment loans to individuals                                      5,270                   2,191

                                                                ----------------            -----------------
Total recoveries                                                          29,363                   2,191


                                                                ----------------            -----------------
Net (recoveries) charge-offs                                             (16,967)                 12,602

Provisions charged to operations                                            ---                   30,000

                                                                ----------------            -----------------
Balance at the end of the period                                      $1,085,701                $903,479

                                                                ================             =================

Ratio of net charge-offs to average loans outstanding                      (0.01%)                  0.01%
Ratio of net charge-offs to nonperforming assets                           (4.38%)                  1.88%
Allowance for loan loss to nonperforming loans                            280.16%                 140.84%
Allowance for loan loss to net loans receivable                             0.83%                   0.78%

</table>




Nonaccrual Loans and Nonperforming Assets
Loans are  reviewed on a regular  basis.  Management  determines  that a loan is
impaired  or  nonperforming  when it is  probable at least a portion of the loan
will not be  collected  in  accordance  with  its  contractual  terms  due to an
irreversible  deterioration  in the  financial  condition of the borrower or the
value of the  underlying  collateral.  When a loan is determined to be impaired,
the  measurement  of the loan is based on the present value of estimated  future
cash  flows,  except  that  all  collateral-dependent  loans  are  measured  for
impairment based on the fair value of the collateral. Management places loans on
nonaccrual status once the loans have become over 90 days delinquent. Nonaccrual
is defined  as a loan in which  collectibility  is  questionable  and  therefore
interest on the loan will no longer be  recognized on an accrual  basis.  A loan
does  not  have  to  be  90  days  delinquent  in  order  to  be  classified  as
nonperforming. Other real estate owned is considered nonperforming. The Bank had
no accruing loans delinquent more than 90 days at September 30, 2002 or June 30,
2002.


<PAGE>



Analysis of Nonaccrual Loans and Nonperforming Assets

<table>
<caption>

                                                                At September 30, 2002       At June 30, 2002

<S>                                                                    <C>                       <C>
Nonaccruing loans:
  Real estate mortgage loans:
      Residential mortgages loans (one- to four-family)                 $303,682                     $313,981
      Commercial mortgage loans                                              ---                         ---
   Home equity                                                            70,003                         ---
   Installment loans to individuals                                       13,849                       18,886
                                                                     -----------                 ------------


Total nonaccruing loans                                                  387,534                      332,867

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

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


Total nonperforming assets                                              $387,534                     $363,096
                                                                     ===========                 ============

Total nonperforming assets
   as a percentage of total assets                                          0.17%                        0.16%

Total nonperforming loans to net loans receivable                           0.29%                        0.26%

</table>



<PAGE>

DEPOSITS

Total  deposits  increased to $192.1  million at September  30, 2002 from $183.7
million at June 30, 2002,  an increase of $8.4  million,  or 4.6%.  Money market
accounts  experienced  the most  significant  growth  between June 30, 2002, and
September  30, 2002,  increasing  $3.6  million,  or 25.9%,  to $17.5 million at
September  30, 2002 from $13.9  million at June 30, 2002.  Due to the  continued
poor returns in the equity market and doubt about the  credibility  of corporate
America,  investors appear to continue to prefer to invest their funds in safer,
more liquid accounts such as money market deposits and savings deposits. Savings
deposits  increased to $73.1  million at September 30, 2002 as compared to $70.8
million at June 30, 2002, an increase of $2.3 million, or 3.2%. The conservative
nature of  current  consumers  also has led them to more  heavily  weight  their
portfolios  with  certificates  of the deposit  despite  lower  interest  rates.
Certificates  of deposit  increased to $65.3  million at  September  30, 2002 as
compared to $62.6  million at June 30,  2002,  an increase of $2.7  million,  or
4.3%.  Noninterest  bearing  deposits  decreased  slightly  to $21.7  million at
September  30, 2002 as compared to $22.1 million at June 30, 2002, a decrease of
$0.4 million,  or 1.8%. The decrease occurred in personnel checking accounts and
can be attributed to the payment of local property taxes.  This type of decrease
is typical at the end of September of each year.

<table>
<caption>

                                          At           Percentage          At          Percentage
                                  September 30, 2002  of portfolio    June 30, 2002        of
                                                                                        portfolio
<S>                                        <C>             <C>          <C>               <C>
(Rounded to nearest thousand)
Noninterest bearing deposits              $21,700            11.3%       $22,067            12.0%
Certificates of deposit                    65,259            34.0         62,645            34.1
Savings deposits                           73,114            38.0         70,825            38.5
Money market deposits                      17,483             9.1         13,883             7.6
NOW deposits                               14,568             7.6         14,294             7.8

                                  -----------------   ------------ -------------      ----------
Total deposits                           $192,124          100.0%       $183,714           100.0%
                                  =================   ============ =============      ===========

</table>




<table>
<caption>


BORROWINGS

There was no change in the  borrowings  from the Federal  Home Loan Bank between
June 30, 2002 and September 30, 2002.

At September 30, 2002 and June 30, 2002, the Bank had the following borrowings:

<S>                     <C>                      <C>
           Amount            Rate                Maturity Date
       $4,000,000        2.19% -Fixed              1/14/2003
        2,500,000        6.82% -Fixed             09/02/2004
        2,500,000        6.80% -Fixed             10/04/2005
------------------
       $9,000,000
==================
</table>



ACCRUED EXPENSES AND OTHER LIABILITIES

At  September  30, 2002,  accrued  expenses  and other  liabilities  amounted to
approximately  $1.5  million as compared to $0.9  million at June 30,  2002,  an
increase of $0.6 million.  The increase was primarily due to increased  deferred
taxes associated with unrealized gains on available-for-sale securities.

EQUITY

The  primary  changes  in equity  included  changes  in  retained  earnings  and
accumulated  comprehensive income.  Retained earnings was affected by net income
of $641,107 and partially  offset by dividends paid of $286,378.  Treasury stock
decreased  by $7,504 due to the  exercise  of 700  options  under the 2000 Stock
Option  Plan  reducing  the  number  of  shares  held in  treasury  to  127,300.
Unrealized gains associated with investment  securities caused accumulated other
comprehensive  income to  increase  by  approximately  $435,000.  The  change in
accumulated other comprehensive  income was a result of the change in the equity
portion of marking to market the  available-for-sale  investment portfolio.  The
remaining  changes in equity are due to  amortization  of  compensation  expense
associated  with the Employee  Stock  Ownership  Plan  ("ESOP") and  stock-based
compensation  expense  associated with the Management  Recognition and Retention
Plan.


           Comparison of Operating Results for the Three Months Ended
                           September 30, 2002 and 2001

INTEREST INCOME

Total interest income  increased to $3.3 million for the quarter ended September
30, 2002 as compared to $3.1 million for the quarter  ended  September 30, 2001,
an increase of $0.2 million, or 6.5%. Interest income on loans increased to $2.4
million for the quarter ended September 30, 2002 as compared to $2.2 million for
the quarter  ended  September  30, 2001.  The increase was  primarily  due to an
increase in average loans  outstanding  to $130.0  million for the quarter ended
September 30, 2002 as compared to $114.4 million for the quarter ended September
30,  2001,  an  increase of $15.6  million.  However,  this  increase in average
balance was  partially  offset by a decrease  of 26 basis  points in the average
yield on such loans.  The average yield on loans was 7.39% for the quarter ended
September  30, 2002 as compared to 7.65% for the  quarter  ended  September  30,
2001.  Interest earned on federal funds and interest bearing balances  decreased
$78,000 to $65,000  for the  quarter  ended  September  30,2002 as  compared  to
$143,000 for the quarter ended  September 30, 2001. The decrease was a result of
both a lower  average  balance in federal  funds and lower  interest  rate.  The
average  federal funds balance  decreased  $4.9 million to $11.8 for the quarter
ended  September  30, 2002 as compared  to $16.7  million for the quarter  ended
September 30, 2001. The average yield on such federal funds  decreased 124 basis
points  from 3.31% for the  quarter  ended  September  30, 2002 to 2.07% for the
quarter  ended  September  30,  2002.  Increases  in  average  balance  of total
investment securities, including tax-free and mortgage-backed securities, offset
a decrease in average yield on such  investments.  The average  balance of total
investment securities for the quarter ended September 30, 2002 was $71.8 million
as  compared to $48.0  million for the quarter  ended  September  30,  2001,  an
increase  of  $23.8  million.  However,  the  average  rate on such  investments
decreased 156 basis points to 4.59% for the quarter ended  September 30, 2002 as
compared to 6.15% for the quarter ended  September  30, 2001.  The overall lower
interest  rate  environment  had a  significant  impact on the level of interest
income.

INTEREST EXPENSE

Total interest  expense amounted to $1.2 million for the quarter ended September
30, 2002, as compared to $1.3 million for the quarter ended  September 30, 2001,
a decrease of $0.1 million, or 7.7%. Interest expense on deposits decreased $0.2
million or 15.4%,  to $1.1 million for the quarter ended  September 30, 2002, as
compared to $1.3  million for the quarter  ended  September  30,  2001.  Average
deposits  increased  $32.6  million or 20.4% to $192.1  million  for the quarter
ended  September  30, 2002 as compared to $159.5  million for the quarter  ended
September 30, 2001. The average rate for the three-month  period ended September
30, 2002 amounted to 2.21% as compared to 3.15% for the three-month period ended
September 30, 2001, a decrease of 94 basis points.  The decrease in average rate
was also the result of a lower interest rate  environment  for the quarter ended
September 30, 2002 as compared to the quarter ended September 30, 2001.

Interest  expense on  borrowings  amounted  to $108,000  for the  quarter  ended
September  30, 2002,  and $86,000 for the quarter  ended  September 30, 2001, an
increase of $22,000 or 25.6%. The average rate on such borrowings  decreased 207
basis points to 4.80% for the quarter  ended  September  30, 2002 as compared to
6.87% for the quarter ended September 30, 2001. However,  the average balance of
such  borrowings  increased  $4.0 million to $9.0 million for the quarter  ended
September 30, 2002 as compared to $5.0 million for the quarter  ended  September
30, 2001.


<PAGE>



NET INTEREST INCOME

Net  interest  income,  a function  of  interest  income and  interest  expense,
increased to $2.1 million for the quarter  ended  September 30, 2002 as compared
to $1.7 million for the quarter  ended  September  30, 2001, an increase of $0.4
million,  or 23.5%.  As a result  of  changes  in  interest-earning  assets  and
interest-bearing  liabilities,  as well as changes in the yield and rate on such
assets  and  liabilities,  net  interest  spread  increased  to  3.81%  for  the
three-month  period  ended  September  30,  2002 as  compared  to 3.56%  for the
three-month  period ended September 30, 2001, an improvement of 25 basis points.
Also, net interest margin  increased to 3.96% for the  three-month  period ended
September  30,  2002 as  compared  to 3.85%  for the  three-month  period  ended
September 30, 2001, an  improvement of 11 basis points.  The  improvement in net
interest  income  contributed  to the overall  improvement  in net income.  In a
rising rate  environment  net interest margin and spread would be more likely to
shrink than in a declining rate environment.

PROVISION FOR LOAN LOSSES

The provision for loan loss is the method for maintaining the allowance for loan
losses.  The provision for loan losses for the quarter ended  September 30, 2002
was zero as compared to $30,000 for the quarter ended September 30, 2001.  There
were several  factors  contributing  to a decrease in the  provision  during the
quarter ended September 30, 2002, including the receipt of a large recovery of a
portion of a previously  charged-off loan, the continued low level of nonaccrual
loans and delinquent assets relative to the size of the loan portfolio,  and the
relatively  low  level  of  charge-offs  experienced  during  the  last  several
quarters.

NONINTEREST INCOME

Total  noninterest  income  amounted to $663,000 for the quarter ended September
30, 2002 as compared to $352,000 for the quarter  ended  September  30, 2001, an
increase of $311,000,  or 88.4%. Service charges on deposit accounts amounted to
$400,000 for the quarter  ended  September  30, 2002 as compared to $187,000 for
the quarter ended  September 30, 2001, an increase of $213,000,  or 113.9%.  The
primary item  contributing to these service charges was the  introduction of the
Carefree Overdraft Privilege program which was initiated during October 2001 and
has proven to be well liked by  customers  of the Bank.  The same fee that would
apply to a check drawn on insufficient  funds or an uncollected  item is charged
when the overdraft privilege is used; however, in this case the customers' check
is not returned, but paid and the fee is collected.  The increase in the overall
volume of deposit  accounts also  contributed to the increase in charges on such
accounts for items such as a monthly service charge on accounts which fall below
certain minimum balance levels. Other operating income increased to $263,000 for
the quarter  ended  September  30, 2002 as compared to $166,000  for the quarter
ended September 30, 2001, an increase of $97,000, or 58.4%. The most significant
factor  contributing to the increase in other operating income was profit on the
sale of REO  properties  which  amounted  to  approximately  $67,000.  The  Bank
continues to have success in its  marketing of merchant  credit card  processing
and upgrading  checking account  products for existing  customers which enhances
the profit margin on such checking products.

NONINTEREST EXPENSE

Noninterest  expense increased to $1,881,000 for the quarter ended September 30,
2002 from  $1,589,000  for the quarter ended  September 30, 2001, an increase of
$292,000,  or 18.4%. The increase in salaries and employee benefits was a result
of annual salary increases,  increased expenses associated with medical benefits
and  retirement  plans as well as some  additional  staffing.  The  increase  in
occupancy expense of approximately  $16,000 was primarily due to routine repairs
and  maintenance  conducted  at several  branches.  A portion of the increase in
equipment and furniture was attributed to this routine maintenance. The increase
in service and data processing fees was primarily a result of an increase in the
volume of loan and deposit accounts. The decrease in office supplies was largely
based on needed supplies.  Other noninterest  expense items which contributed to
the increase of $139,000 included a commission of $62,000 paid to the consultant
which  helped  coordinate  the  kick-off  of the  overdraft  privilege  program,
additional  advertising  associated with several  programs the Bank is promoting
and additional or increased  computer licensing fees and other computer security
expenses.  Some expenses have  increased as a result of the overdraft  privilege
program including the charge-off of uncollected balances on overdrawn accounts.

INCOME TAXES

The provision  for income taxes  directly  reflects the expected tax  associated
with  the  revenue   generated  for  the  given  year  and  certain   regulatory
requirements.  Income taxes amounted to $268,500 for the quarter ended September
30, 2002 and $129,000 for the quarter  ended  September 30, 2001, an increase of
$139,500,  or 108.1%.  The effective tax rate increased to 29.5% for the quarter
ended  September 30, 2002, as compared to 27.3% for the quarter ended  September
30, 2001 in  anticipation  of the  effective  rate  required for the fiscal year
ending June 30, 2003. A major reason for the change in effective rate was due to
the  expected  decrease  in  the  percentage  of  total  income  that  municipal
securities  and other tax free  investments  are expected to contribute to total
income during the current fiscal year.

Item 3. Controls and Procedures

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

Item 4. Market Risk

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

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

Mortgage loan commitments totaled $3.8 million at September 30, 2002. The unused
portion  of  overdraft  lines of credit  amounted  to $0.8  million,  the unused
portion of home equity lines of credit amounted to $1.5 million,  and the unused
portion of commercial  lines of credit amounted to $1.9 million at September 30,
2002. The Company  anticipates  that it will have sufficient  funds available to
meet current loan commitments based on the level of cash and cash equivalents as
well as the available for sale investment portfolio.

The Bank met all regulatory capital requirements at September 30, 2002 and 2001.
Consolidated shareholders' equity represented 11.8% of total assets at September
30, 2002 and 12.0% of total assets of June 30, 2002.



<PAGE>
<table>
<caption>


         <C>
Part II.    Other Information


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

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

             Item 3.     Defaults Upon Senior Securities
                          Not applicable

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

             Item 5.     Other Information
                          Not applicable

             Item 6.     Exhibits and Reports on Form 8-K


</table>


<table>
<caption>


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

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

 (b)                     No Form 8-K reports were filed during the quarter ended
                         September 30, 2002.

</table>

<PAGE>



                                   SIGNATURES



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


Greene County Bancorp, Inc.

Date:  November 14, 2002

By: /s/ J. Bruce Whittaker



J. Bruce Whittaker
President and Chief Executive Officer





Date:  November 14, 2002

By: /s/ Michelle Plummer



Michelle Plummer
Chief Financial Officer and Treasurer




<PAGE>

<table>
<caption>

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


I, J. Bruce Whittaker, President and Chief Executive Officer, certify that:
<S>  <C>
1.   I have  reviewed  this  quarterly  report on Form  10-QSB of Greene  County
     Bancorp, Inc.;

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

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

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

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

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

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

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

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls;  and b)
     any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

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



Date:  November 14, 2002                                  /s/ J. Bruce Whittaker

                                           President and Chief Executive Officer

</table>



<PAGE>



<table>
<caption>

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


I, Michelle Plummer, Chief Financial Officer and Treasurer, certify that:
<S>  <C>
1.   I have  reviewed  this  quarterly  report on Form  10-QSB of Greene  County
     Bancorp, Inc.;

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

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

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

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

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

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

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

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

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

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



Date:  November 14, 2002                                    /s/ Michelle Plummer

                                           Chief Financial Officer and Treasurer

</table>

<PAGE>


                                  EXHIBIT 99.1

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

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

     This  statement  is being  furnished in  connection  with the filing by the
     Company of the  Company's  Quarterly  Report on Form 10-QSB for the quarter
     ended September 30, 2002 (the "Report").

     By execution of this statement, I certify that:

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


     B) the information contained in the Report fairly presents, in all material
     respects,  the financial condition and results of operations of 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  U.S.C.  Section  1350.  It is not
     intended  that this  statement  be deemed to be filed for  purposes  of the
     Securities Exchange Act of 1934, as amended.


November 14, 2002                                         /s/ J. Bruce Whittaker
Dated                                                         J. Bruce Whittaker


<PAGE>


                                  EXHIBIT 99.1

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

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

     This  statement  is being  furnished in  connection  with the filing by the
     Company of the  Company's  Quarterly  Report on Form 10-QSB for the quarter
     ended September 30, 2002 (the "Report").

     By execution of this statement, I certify that:

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


     B) the information contained in the Report fairly presents, in all material
     respects,  the financial condition and results of operations of 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  U.S.C.  Section  1350.  It is not
     intended  that this  statement  be deemed to be filed for  purposes  of the
     Securities Exchange Act of 1934, as amended.


November 14, 2002                                          /s/ Michelle Plummer
Dated                                                          Michelle Plummer