**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, 2006**





OR





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








**GREENE
      COUNTY BANCORP, INC.**





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





**Commission
      file number** **0-25165**








United
      States        14-1809721


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








302
      Main Street, Catskill, New
      York  12414


(Address
      of principal executive
      office)  (Zip
      code)





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





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





Yes: X   No:





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





Yes:    No: X





Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12G-2 of the Exchange Act.





Yes:    No: X





As
      of
      February 2, 2007, the registrant had 4,305,670 shares of common stock issued
      at
      $ 0.10 par value, and 4,150,666 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
            
            9-14Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            
            14-26Item
                3.
            Controls
                and Procedures
            
            27PART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            
            28Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            28Item
                3.
            Defaults
                Upon Senior Securities
            
            28Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            28Item
                5.
            Other
                Information
            
            28Item
                6.
            Exhibits
            
            28Signatures
            
            29-33Exhibit
                31.1 302 Certification of Chief Executive Officer
              Exhibit
                31.2 302 Certification of Chief Financial Officer
              Exhibit
                32.1 906 Statement of Chief Executive Officer
              Exhibit
                32.2 906 Statement of Chief Financial Officer
            
            30
              31
              32
              33








**Part
      I.  Item 1.**


**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Financial Condition**


**As
      of December 31, 2006 and June 30, 2006(unaudited)**


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








*ASSETS*
            
            
            December
                31, 2006
            
            
            June
                30, 2006Cash
                and due from banks
            
            $
            12,219
            
            $
            12,218Federal
                funds sold
            
            
            2,169
            
            
            3,634Total
                cash and cash equivalents
            
            
            14,388
            
            
            15,852Securities
                available for sale, at fair value
            
            
            79,103
            
            
            87,267Federal
                Home Loan Bank stock, at cost
            
            
            643
            
            
            643Loans
            
            
            203,461
            
            
            191,429Less:
                Allowance for loan losses
            
            
            (1,368
            )
            
            (1,314
            )Unearned
                origination fees and costs, net
            
            
            20
            
            
            (22
            )Net
                loans receivable
            
            
            202,113
            
            
            190,093Premises
                and equipment
            
            
            13,319
            
            
            10,805Accrued
                interest receivable
            
            
            1,810
            
            
            1,736Prepaid
                expenses and other assets
            
            
            942
            
            
            1,169Total
                assets
            
            $
            312,318
            
            $
            307,565*LIABILITIES
                AND SHAREHOLDERS’ EQUITY*Noninterest
                bearing deposits
            
            $
            42,108
            
            $
            41,503Interest
                bearing deposits
            
            
            229,012
            
            
            226,747Total
                deposits
            
            
            271,120
            
            
            268,250Borrowings
                from FHLB
            
            
            5,000
            
            
            5,000Accrued
                expenses and other liabilities
            
            
            899
            
            
            734Total
                liabilities
            
            
            277,019
            
            
            273,984*SHAREHOLDERS’
                EQUITY*Preferred
                stock,Authorized
                1,000,000 shares; none issued
            
            
            ---
            
            
            ---Common
                stock, par value $.10 per share;Authorized:12,000,000
                sharesIssued:
                4,305,670 sharesOutstanding:
                4,146,826 shares at December 31, 2006and
                4,145,246 shares at June 30, 2006;
            
            
            431
            
            
            431Additional
                paid-in capital
            
            
            10,374
            
            
            10,300Retained
                earnings
            
            
            25,675
            
            
            24,588Accumulated
                other comprehensive income (loss)
            
            
            (231
            )
            
            (747
            )Treasury
                stock, at cost 158,844 shares at December 31,2006,
                and 160,424 shares at June 30, 2006
            
            
            (851
            )
            
            (860
            )Unearned
                ESOP shares, at cost
            
            
            (99
            )
            
            (131
            )Total
                shareholders’ equity
            
            
            35,299
            
            
            33,581Total
                liabilities and shareholders’ equity
            
            $
            312,318
            
            $
            307,565*See
                notes to consolidated financial statements.*








**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Income**


**For
      the Six Months Ended December 31, 2006 and 2005**


**(Unaudited)**


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


2006
            
            
            2005Interest
                income:Loans
            
            $
            6,482
            
            $
            5,466Investment
                securities
            
            
            320
            
            
            250Mortgage-backed
                securities
            
            
            751
            
            
            779Tax
                free securities
            
            
            551
            
            
            482Interest
                bearing deposits and federal funds sold
            
            
            190
            
            
            212Total
                interest income
            
            
            8,294
            
            
            7,189Interest
                expense:Interest
                on deposits
            
            
            2,922
            
            
            1,709Interest
                on borrowings
            
            
            93
            
            
            137Total
                interest expense
            
            
            3,015
            
            
            1,846Net
                interest income
            
            
            5,279
            
            
            5,343Provision
                for loan losses
            
            
            111
            
            
            60Net
                interest income after provision for loan losses
            
            
            5,168
            
            
            5,283Noninterest
                income:Service
                charges on deposit accounts
            
            
            1,057
            
            
            913Debit
                card fees
            
            
            290
            
            
            234Gain
                on sale of premises and equipment
            
            
            257
            
            
            ---Other
                operating income
            
            
            490
            
            
            416Total
                noninterest income
            
            
            2,094
            
            
            1,563Noninterest
                expense:Salaries
                and employee benefits
            
            
            2,790
            
            
            2,855Occupancy
                expense
            
            
            353
            
            
            289Equipment
                and furniture expense
            
            
            396
            
            
            395Service
                and data processing fees
            
            
            474
            
            
            521Computer
                supplies and support
            
            
            118
            
            
            104Office
                supplies
            
            
            80
            
            
            57Other
            
            
            883
            
            
            963Total
                noninterest expense
            
            
            5,094
            
            
            5,184Income
                before provision for income taxes
            
            
            2,168
            
            
            1,662Provision
                for income taxes
            
            
            657
            
            
            479Net
                income
            
            $
            1,511
            
            $
            1,183Basic
                EPS
            
            $
            0.37
            
            $
            0.29Basic
                shares outstanding
            
            
            4,119,836
            
            
            4,091,442Diluted
                EPS
            
            $
            0.36
            
            $
            0.28Diluted
                average shares outstanding
            
            
            4,190,163
            
            
            4,177,775Dividends
                per share
            
            $
            0.23
            
            $
            0.22*See
                notes to consolidated financial statements.*





**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Income**


**For
      the Three Months Ended December 31, 2006 and 2005**


**(Unaudited)**


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


2006
            
            
            2005Interest
                income:Loans
            
            $
            3,303
            
            $
            2,784Investment
                securities
            
            
            159
            
            
            107Mortgage-backed
                securities
            
            
            391
            
            
            321Tax
                free securities
            
            
            282
            
            
            249Interest
                bearing deposits and federal funds sold
            
            
            88
            
            
            92Total
                interest income
            
            
            4,223
            
            
            3,553Interest
                expense:Interest
                on deposits
            
            
            1,546
            
            
            892Interest
                on borrowings
            
            
            47
            
            
            48Total
                interest expense
            
            
            1,593
            
            
            940Net
                interest income
            
            
            2,630
            
            
            2,613Provision
                for loan losses
            
            
            66
            
            
            30Net
                interest income after provision for loan losses
            
            
            2,564
            
            
            2,583Noninterest
                income:Service
                charges on deposit accounts
            
            
            586
            
            
            450Debit
                card fees
            
            
            151
            
            
            120Gain
                on sale of premises and equipment
            
            
            257
            
            
            ---Other
                operating income
            
            
            209
            
            
            191Total
                noninterest income
            
            
            1,203
            
            
            761Noninterest
                expense:Salaries
                and employee benefits
            
            
            1,412
            
            
            1,394Occupancy
                expense
            
            
            196
            
            
            153Equipment
                and furniture expense
            
            
            200
            
            
            211Service
                and data processing fees
            
            
            257
            
            
            239Computer
                supplies and support
            
            
            62
            
            
            44Office
                supplies
            
            
            52
            
            
            28Other
            
            
            482
            
            
            550Total
                noninterest expense
            
            
            2,661
            
            
            2,619Income
                before provision for income taxes
            
            
            1,106
            
            
            725Provision
                for income taxes
            
            
            349
            
            
            198Net
                income
            
            $
            757
            
            $
            527Basic
                EPS
            
            $
            0.18
            
            $
            0.13Basic
                shares outstanding
            
            
            4,122,029
            
            
            4,093,593Diluted
                EPS
            
            $
            0.18
            
            $
            0.13Diluted
                average shares outstanding
            
            
            4,192,392
            
            
            4,179,338*See
                notes to consolidated financial statements.*





**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Comprehensive Income**


**For
      the Six Months Ended December 31, 2006 and 2005**


**(Unaudited)**


***(Dollars
      in thousands)***








2006
            
            
            2005Net
                income
            
            $
            1,511
            
            $
            1,183Other
                comprehensive income (loss):Unrealized
                holding gain (loss) arising during the six monthsended
                December 31, 2006 and 2005, net of incometax
                (expense) benefit of $(329) and $124, respectively.
            
            
            516
            
            
            (194
            )Total
                other comprehensive income (loss)
            
            
            516
            
            
            (194
            )Comprehensive
                income
            
            $
            2,027
            
            $
            989


**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Comprehensive Income**


**For
      the Thre** **e
      Months Ended December 31, 2006 and 2005**


**(Unaudited)**


***(Dollars
      in thousands)***








2006
            
            
            2005Net
                income
            
            $
            757
            
            $
            527Other
                comprehensive income (loss) :Unrealized
                holding gain (loss) arising during the three monthsended
                December 31, 2006 and 2005, net of incometax
                (expense) benefit of $(34) and $31, respectively.
            
            
            53
            
            
            (49
            )Total
                other comprehensive income (loss)
            
            
            53
            
            
            (49
            )Comprehensive
                income
            
            $
            810
            
            $
            478








*See
      notes to consolidated financial statements.*








**Greene
      County Bancorp, Inc.**


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


**For
      the Six Months Ended December 31, 2006 and 2005**


**(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, 2005
            $431
            $10,129
            $23,168
            $163
            ($942)
            ($196)
            $32,753ESOP
                shares earned
            
            102
            
            
            
            33
            135Options
                exercised
            
            (3)
            
            
            12
            
            9Dividends
                declared
            
            
            (402)
            
            
            
            (402)Net
                income
            
            
            1,183
            
            
            
            1,183Unrealized
                (loss) on securities, net
            
            
            
            (194)
            
            
            (194)Balance
                atDecember
                31, 2005
            $431
            $10,228
            $23,949
            ($31)
            ($930)
            ($163)
            $33,484Balance
                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)
            $35,299





*See
      notes to consolidated financial statements.*





**Greene
      County Bancorp, Inc.**


**Consolidated
      Statements of Cash Flows**


**For
      the Six Months Ended December 31, 2006 and 2005**


**(Unaudited)**


***(Dollars
      in thousands)***





2006
            
            
            2005Cash
                flows from operating activities:Net
                Income
            
            $
            1,511
            
            $
            1,183Adjustments
                to reconcile net income to cash provided by operating
                activities:Depreciation
            
            
            452
            
            
            399Net
                amortization of security premiums and discounts
            
            
            448
            
            
            1,001Provision
                for loan losses
            
            
            111
            
            
            60ESOP
                compensation earned
            
            
            108
            
            
            135Gain
                on sale of premises and equipment
            
            
            (257
            )
            
            ---Net
                decrease in accrued income taxes
            
            
            (127
            )
            
            (73
            )Net
                increase in accrued interest receivable
            
            
            (74
            )
            
            (29
            )Net
                decrease (increase) in prepaid and other assets
            
            
            25
            
            
            (266
            )Net
                increase (decrease) in other liabilities
            
            
            165
            
            
            (380
            )Net
                cash provided by operating activities
            
            
            2,362
            
            
            2,030Cash
                flows from investing activities:Proceeds
                from maturities and calls of securities
            
            
            2,980
            
            
            4,812Purchases
                of securities
            
            
            (3,823
            )
            
            (5,353
            )Principal
                payments on securities
            
            
            9,404
            
            
            12,550Net
                increase in loans receivable
            
            
            (12,131
            )
            
            (11,633
            )Proceeds
                from sale of premises and equipment
            
            
            350
            
            
            2Purchases
                of premises and equipment
            
            
            (3,059
            )
            
            (1,398
            )Net
                cash used in investing activities
            
            
            (6,279
            )
            
            (1,020
            )Cash
                flows from financing activities:Repayments
                of FHLB borrowings
            
            
            ---
            
            
            (2,500
            )Dividends
                paid
            
            
            (424
            )
            
            (402
            )Proceeds
                from exercise of stock options
            
            
            7
            
            
            9Net
                increase in deposits
            
            
            2,870
            
            
            2,793Net
                cash provided by (used in) financing activities
            
            
            2,453
            
            
            (100
            )Net
                (decrease) increase in cash and cash equivalents
            
            
            (1,464
            )
            
            910Cash
                and cash equivalents at beginning of period
            
            
            15,852
            
            
            19,931Cash
                and cash equivalents at end of period
            
            $
            14,388
            
            $
            20,841




*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, 2006 and
      2005**








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





The
      accompanying consolidated balance sheet information as of June 30, 2006 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, 2006 and 2005 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, 2006, such information and footnotes have
      not
      been duplicated herein. In the opinion of management, all adjustments
      (consisting of only normal recurring items) necessary for a fair presentation
      of
      the financial position and results of operations and cash flows at and for
      the
      periods presented have been included. Amounts in the prior year’s consolidated
      financial statements have been reclassified whenever necessary to conform to
      the
      current year’s presentation. These reclassifications had no effect on net income
      or retained earnings as previously reported. All material inter-company accounts
      and transactions have been eliminated in the consolidation. The results of
      operations and other data for the six months ended December 31, 2006 are not
      necessarily indicative of results that may be expected for the entire fiscal
      year ending June 30, 2007.





CRITICAL
      ACCOUNTING POLICY





Greene
      County Bancorp, Inc.’s 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.




**(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 seven full-service offices and
      an
      operations center located in its market area consisting of Greene County,
      Columbia County and southern Albany County, New York. The Bank of Greene County
      is primarily engaged in the business of attracting deposits from the general
      public in The Bank of Greene County’s market area, and investing such deposits,
      together with other sources of funds, in loans and investment securities. 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. 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
      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 Share****Six
                Months Ended**December
                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
            
            $
            0.36December
                31, 2005:
            
            $
            1,183,000Basic
            
            
            
            
            
            4,091,442
            
            $
            0.29Effect
                of dilutive stock optionsand
                unearned restricted stock
            
            
            
            
            
            86,333
            
            
            (0.01
            )Diluted
            
            
            
            
            
            4,177,775
            
            $
            0.28**Net
              Income**
            
            
            **Weighted
                Average Number of Shares**
              **Outstanding**
            
            
            **Earnings
                Per Share****Three
                Months Ended**December
                31, 2006:
            
            $
            757,000Basic
            
            
            
            
            
            4,122,029
            
            $
            0.18Effect
                of dilutive stock optionsand
                unearned restricted stock
            
            
            
            
            
            70,363
            
            
            (0.00
            )Diluted
            
            
            
            
            
            4,192,392
            
            $
            0.18December
                31, 2005:
            
            $
            527,000Basic
            
            
            
            
            
            4,093,593
            
            $
            0.13Effect
                of dilutive stock optionsand
                unearned restricted stock
            
            
            
            
            
            85,745
            
            
            (0.00
            )Diluted
            
            
            
            
            
            4,179,338
            
            $
            0.13




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





On
      July
      18, 2006, the Board of Directors declared a semi-annual cash dividend of $0.23
      per share of Greene County Bancorp, Inc.’s common stock. The dividend reflects
      an annual cash dividend rate of $0.46 per share, which is equal to the prior
      semi-annual dividend paid in March 2006. The dividend was payable to
      stockholders of record as of August 15, 2006, and paid on September 1, 2006.
      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.








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





The
      consolidated financial statements of Greene County Bancorp, Inc. and notes
      thereto, presented elsewhere herein, have been prepared in accordance with
      U.S.
      generally accepted accounting principles, which require the measurement of
      financial position and operating results in terms of historical dollars without
      considering the change in the relative purchasing power of money over time
      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
      February 2006, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 155, “Accounting for
      Certain Hybrid Financial Instruments.”  SFAS No. 155 amends SFAS Nos. 133
      and 140, and improves the financial reporting of certain hybrid financial
      instruments by requiring more consistent accounting that eliminates exemptions
      and provides a means to simplify the accounting for these instruments. 
Specifically, SFAS No. 155 allows financial instruments that have embedded
      derivatives to be accounted for as a whole (eliminating the need to bifurcate
      the derivative from its host) if the holder elects to account for the whole
      instrument on a fair value basis.  SFAS No. 155 is effective for all
      financial instruments acquired or issued after the beginning of an entity's
      first fiscal year that begins after September 15, 2006.  The Company is
      required to adopt the provisions of SFAS No. 155, as applicable, beginning
      on
      July 1, 2007.  The Company does not believe the adoption of SFAS No. 155
      will have any material impact on the Company's financial position or results
      of
      operations.





In
      March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
      Financial Assets — An Amendment of FASB Statement No. 140.”
SFAS No. 156 requires that all separately recognized servicing assets and
      servicing liabilities be initially measured at fair value, if practicable,
      and
      permits, but does not require, the subsequent measurement of servicing assets
      and servicing liabilities at fair value. SFAS No. 156 is effective as of
      the beginning of an entity’s first fiscal year that begins after
      September 15, 2006, which for the Company will be July 1, 2007. The Company
      does not believe that the adoption of SFAS No. 156 will have any material
      effect on its consolidated financial position or results of
      operations.





In
      July
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes—an interpretation of FASB Statement No. 109” (FIN 48),
      which clarifies the accounting for uncertainty in tax positions. This
      Interpretation requires that companies recognize in their financial statements
      the impact of a tax position only if the Company has determined, based on the
      technical merits of the tax position, that the tax position would more likely
      than not be sustained upon an examination by the appropriate taxing authority.
      The provisions of FIN 48 are effective for fiscal years beginning after December
      15, 2006, with the cumulative effect of the change in accounting principle
      recorded as an adjustment to opening retained earnings. The Company does not
      believe that the adoption of FIN 48 will have a material effect on its
      consolidated financial position or results of operations.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which
      defines fair value, establishes a framework for measuring fair value under
      GAAP,
      and expands disclosures about fair value measurements. SFAS No. 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 is currently evaluating the potential
      impact, if any, of the adoption of SFAS No. 157 on its consolidated
      financial position, results of operations and cash flows.





On
      September 29, 2006, the FASB issued SFAS No. 158, “Employers’
Accounting for Defined Benefit Pension and Other Postretirement Plans”, which
      amends SFAS 87 and SFAS 106 to require recognition of the overfunded or
      underfunded status of pension and other postretirement benefit plans on the
      balance sheet. Under SFAS 158, gains and losses, prior service costs and
      credits, and any remaining transition amounts under SFAS 87 and SFAS 106 that
      have not yet been recognized through net periodic benefit cost will be
      recognized in accumulated other comprehensive income, net of tax effects, until
      they are amortized as a component of net periodic cost. The measurement date
—
the date at which the benefit obligation and plan assets are measured — is
      required to be the company’s fiscal year end. SFAS 158 is effective for
      publicly-held companies for fiscal years ending after December 15, 2006,
      except for the measurement date provisions, which are effective for fiscal
      years
      ending after December 15, 2008. The
      Company is currently evaluating the potential impact, if any, of the adoption
      of
      SFAS No. 158 on its consolidated financial position, results of operations
      and cash flows.





**(8)     
      Stock-Based Compensation**





At
      December 31, 2006, Greene County Bancorp, Inc. had two stock-based compensation
      plans, which are described more fully in Note 9 of the financial statements
      and
      notes thereto for the year ended June 30, 2006. Through June 30, 2006, the
      Company accounted for stock-based compensation in accordance with SFAS No.
      123, *Accounting
      for Stock-Based Compensation* ,
      which
      required the measurement of the fair value of stock options or warrants granted
      to employees to be included in the statement of operations or, alternatively,
      disclosed in the notes to consolidated financial statements.  The Company
      elected to account for stock-based compensation of employees under the intrinsic
      value method of Accounting Principles Board (APB) Opinion No. 25, *Accounting
      for Stock Issued to Employees* ,
      and
      related Interpretations and has elected the disclosure-only alternative under
      SFAS No. 123.  Accordingly no stock-based compensation cost was reflected
      in net income, as all options granted under the plans had an exercise price
      equal to the market value of the underlying common stock on the date of grant.
      The 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 March 31, 2006, there is no
      stock-based compensation expense to be recorded in the current period 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 quarter
      ended December 31, 2006 is included.




A
      summary
      of the Company’s stock option activity and related information for its option
      plans is as follows:





**Six
                Months Ended December 31, 2006**
            
            
            Outstanding
              Options
            
            
            Wtd.
                Avg.
              Exercise
                Price
            
            
            Wtd.
                Avg. Rem.
              Contractual
                Term
            
            
            Aggregate
              Intrinsic
                ValueOutstanding
                at 6/30/2006
            
            
            100,084
            
            $
            4.38Granted
            
            
            ---
            
            
            ---Exercised
            
            
            1,580
            
            $
            3.94Forfeited
                or Cancelled
            
            
            ---
            
            
            ---Outstanding
                at 12/31/2006
            
            
            98,504
            
            $
            4.39
            
            
            3.4
                years
            
            $
            1,094,000Exercisable
                at 12/31/2006
            
            
            98,504
            
            $
            4.39
            
            
            3.4
                years
            
            $
            1,094,000








The
      total
      intrinsic value of the options exercised during the six and three months ended
      December 31, 2006, was approximately $18,000 and $10,000, respectively. There
      were no stock options granted during the six and three months ended December
      31,
      2006 and 2005. The Company had no non-vested options outstanding at or during
      the six months ended December 31, 2006.





For
      the
      purposes of pro forma disclosures, the estimated fair value of stock options
      is
      amortized to expense over their assumed vesting periods. The following table
      illustrates the effect on net income and earnings per share if the Company
      had
      applied the fair value recognition provisions of SFAS No. 123 to all
      stock-related compensation prior to July 1, 2006. The fair value of each option
      grant has been estimated using the Black-Scholes option-pricing
      model.








Six
                Months Ended December 31,
            
            
            Three
                Months Ended
              December
                31,2005
            
            
            2005*(In
                thousands, except per share amounts)*Net
                income, as reported
            
            $
            1,183
            
            $
            527Add:
                Stock related compensation expense included inreported
                net income, net of income tax
            
            
            ---
            
            
            ---Deduct:
                Stock related compensation expense determinedunder
                the fair value method, net of income taxes
            
            
            1
            
            
            ---Pro
                forma net income
            
            $
            1,182
            
            $
            527Earnings
                per share:Basic,
                as reported
            
            $
            0.29
            
            $
            0.13Basic,
                pro forma
            
            $
            0.29
            
            $
            0.13Diluted,
                as reported
            
            $
            0.28
            
            $
            0.13Diluted,
                pro forma
            
            $
            0.29
            
            $
            0.13








**(9)    
       Subsequent Event**





On
      January 17, 2007, the Board of Directors declared a semi-annual cash dividend
      of
      $0.25 per share of Greene County Bancorp, Inc. common stock. The dividend
      reflects an annual cash dividend rate of $0.50 cents per share, which
      represented an increase from the current annual cash dividend rate of $0.46
      per
      share. The dividend will be payable to stockholders of record as of February
      15,
      2007, and will be paid on March 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.





**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 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, 2006 and June 30,
      2006**





ASSETS





Total
      assets of the Company increased to $312.3 million at December 31, 2006 from
      $307.6 million **** at
      June
      30, 2006. The asset composition shifted toward loans, which amounted to $202.1
      million, or 64.7% of total assets at December 31, 2006, as compared to $190.1
      million, or 61.8% of total assets at June 30, 2006. The asset composition
      shifted away from securities, which represented $79.1 million or 25.3% of total
      assets at December 31, 2006 as compared to $87.3 million or 28.4% of total
      assets at June 30, 2006.





CASH
      AND
      CASH EQUIVALENTS





Total
      cash and cash equivalents decreased to $14.4 million at December 31, 2006 as
      compared to $15.9 million at June 30, 2006, a decrease of $1.5 million or 9.4%.
      Cash, such as vault cash and balances with correspondent banks, remained
      constant at $12.2 million for both December 31, 2006 and June 30, 2006. Federal
      funds sold decreased to $2.2 million at December 31, 2006 as compared to $3.6
      million at June 30, 2006.





SECURITIES
      AVAILABLE FOR SALE





Investment
      securities decreased to $79.1 million at December 31, 2006 as compared to $87.3
      million at June 30, 2006, a decrease of $8.2 million, or 9.4%. The decline
      in
      the securities portolio was used to help fund loan growth and was the result
      of
      principal pay-downs that amounted to $9.4 million during the six-month period
      ended December 31, 2006, of which $8.8 million were mortgage-backed securities,
      and maturities that amounted to $3.0 million, of which $2.5 million were state
      and political subdivision securities and $0.5 million were corporate securities.
      Purchases of $3.8 million, primarily tax-free securities, partially offset
      the
      principal pay-downs and maturities between December 31, 2006 and June 30, 2006.
      Additionally, during the six months ended December 31, 2006, unrealized losses
      on these available for sale securities declined $845,000. Greene County Bancorp,
      Inc. held 38.8% of the securities portfolio at December 31, 2006 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.





*(Dollars
                in thousands)*
            
            
            Fair
                value at
              Dec.
                31, 2006
            
            
            Percentage
              of
                portfolio
            
            
            Fair
                value at
              June
                30, 2006
            
            
            Percentage
              of
                portfolioU.S.
                government agencies
            
            $
            11,393
            
            
            14.4
            %
            $
            10,990
            
            
            12.6
            %State
                and political subdivisions
            
            
            30,685
            
            
            38.8
            
            
            29,939
            
            
            34.3Mortgage-backed
                securities
            
            
            36,685
            
            
            46.4
            
            
            45,490
            
            
            52.1Asset-backed
                securities
            
            
            81
            
            
            0.1
            
            
            93
            
            
            0.1Corporate
                debt securities
            
            
            ---
            
            
            ---
            
            
            501
            
            
            0.6Total
                debt securities
            
            
            78,844
            
            
            99.7
            
            
            87,013
            
            
            99.7Equity
                securities and other
            
            
            259
            
            
            0.3
            
            
            254
            
            
            0.3Total
                securities available-for-sale
            
            $
            79,103
            
            
            100.0
            %
            $
            87,267
            
            
            100.0
            %





LOANS





Net
      loans
      receivable increased to $202.1 million at December 31, 2006 from $190.1 million
      at June 30, 2006, an increase of $12.0 million, or 6.3%. The loan growth
      experienced during the six months primarily consisted of $5.8 million in
      residential mortgages, $2.0 million in home equity loans, and $3.6 million
      in
      commercial loans. The continued low interest rate environment and strong
      customer satisfaction from personal service continued to enhance loan growth.
      Recent interest rate hikes by the Federal Open Market Committee have yet to
      significantly affect long term interest rates. If long term rates begin to
      rise,
      the Company anticipates some slow down in new loan demand as well as refinancing
      activities. It appears consumers continue to use the equity in their homes
      and
      credit cards to fund financing needs for some activities, where in the past
      an
      installment loan may have been the choice. The low financing options from auto
      makers continued to cut into the Bank’s automobile loan generation.





*(Dollars
                in thousands)*
            
            
            At
              Dec.
                31, 2006
            
            
            Percentage
              of
                portfolio
            
            
            At
              June
                30, 2006
            
            
            Percentage
              of
                portfolioReal
                estate mortgagesResidential
            
            $
            146,084
            
            
            71.8
            %
            $
            140,253
            
            
            73.3
            %Commercial
            
            
            26,928
            
            
            13.2
            
            
            23,284
            
            
            12.2Home
                equity loans
            
            
            18,492
            
            
            9.1
            
            
            16,486
            
            
            8.6Commercial
                loans
            
            
            7,543
            
            
            3.7
            
            
            7,390
            
            
            3.8Installment
                loans
            
            
            3,834
            
            
            1.9
            
            
            3,384
            
            
            1.8Passbook
                loans
            
            
            580
            
            
            0.3
            
            
            632
            
            
            .3Total
                loans
            
            $
            203,461
            
            
            100.0
            %
            $
            191,429
            
            
            100.0
            %Less:
                Allowance for loan losses
            
            
            (1,368
            )
            
            
            
            
            (1,314
            )Unearned
                origination fees and costs, net
            
            
            20
            
            
            
            
            
            (22
            )Net
                loans receivable
            
            $
            202,113
            
            
            
            
            $
            190,093











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, 2006, 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, 2006
            
            
            December
                31, 2005Balance
                at the beginning of the period
            
            $
            1,314
            
            $
            1,236Charge-offs:Commercial
                loan
            
            
            7
            
            
            ---Installment
                loans to individuals
            
            
            15
            
            
            22Overdraft
                protection
            
            
            68
            
            
            35Total
                loans charged off
            
            
            90
            
            
            57Recoveries:Installment
                loans to individuals
            
            
            15
            
            
            5Overdraft
                protection
            
            
            18
            
            
            14Total
                recoveries
            
            
            33
            
            
            19Net
                charge-offs
            
            
            57
            
            
            38Provisions
                charged to operations
            
            
            111
            
            
            60Balance
                at the end of the period
            
            $
            1,368
            
            $
            1,258Ratio
                of net charge-offs to average loans outstanding
            
            
            0.03
            %
            
            0.02
            %Ratio
                of net charge-offs to nonperforming assets
            
            
            14.29
            %
            
            3.44
            %Allowance
                for loan loss to nonperforming loans
            
            
            342.86
            %
            
            114.89
            %Allowance
                for loan loss to total loans receivable
            
            
            0.67
            %
            
            0.71
            %








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. Other
      real estate owned is considered nonperforming. The Bank of Greene County had
      no
      accruing loans delinquent more than 90 days at December 31, 2006 or June 30,
      2006.





Analysis
      of Nonaccrual Loans and Nonperforming Assets





*(Dollars
                in thousands)*
            
            
            At
                December 31, 2006
            
            
            At
                June 30, 2006Nonaccruing
                loans:Real
                estate mortgage loans:Residential
                mortgages loans (one- to four-family)
            
            $
            27
            
            $
            3Commercial
                mortgage loans
            
            
            259
            
            
            ---Home
                equity
            
            
            ---
            
            
            ---Commercial
                loans
            
            
            108
            
            
            ---Installment
                loans to individuals
            
            
            5
            
            
            4Total
                nonaccruing loans
            
            
            399
            
            
            7Foreclosed
                real estate:
            
            
            ---
            
            
            ---Total
                nonperforming assets
            
            $
            399
            
            $
            7Total
                nonperforming assets
              as
                a percentage of total assets
            
            
            0.13
            %
            
            0.00
            %Total
                nonperforming loans to total loans
            
            
            0.20
            %
            
            0.00
            %





During
      the six months ended December 31, 2006, gross interest income of approximately
      $10,000 would have been recorded on nonaccrual loans under their original terms
      if the loans had been current throughout the period. No interest income was
      recorded on nonaccrual loans.





DEPOSITS





Total
      deposits increased to $271.1 million at December 31, 2006 from $268.3 million
      at
      June 30, 2006, an increase of $2.8 million, or 1.0%. The net growth in deposits
      was primarily due to a $10.1 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, 2006
            
            
            Percentage
              of
                portfolio
            
            
            At
              June
                30, 2006
            
            
            Percentage
              of
                portfolioNoninterest
                bearing deposits
            
            $
            42,108
            
            
            15.5
            %
            $
            41,503
            
            
            15.5
            %Certificates
                of deposit
            
            
            63,240
            
            
            23.3
            
            
            61,370
            
            
            22.9Savings
                deposits
            
            
            75,600
            
            
            27.9
            
            
            87,776
            
            
            32.7Money
                market deposits
            
            
            38,532
            
            
            14.2
            
            
            45,348
            
            
            16.9NOW
                deposits
            
            
            51,640
            
            
            19.1
            
            
            32,253
            
            
            12.0Total
                deposits
            
            $
            271,120
            
            
            100.0
            %
            $
            268,250
            
            
            100.0
            %











BORROWINGS





At
      December 31, 2006, The Bank of Greene County had the following
      borrowings:





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, 2006,
      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 $35.3 million at December 31, 2006 from $33.6 million at
      June 30, 2006, as net income of $1.5 million was partially offset by dividends
      declared and paid of $424,000. Accumulated other comprehensive loss decreased
      by
      $516,000 to $231,000 as a result of an improvement in the fair value of the
      securities available-for-sale portfolio, net of tax. The unrealized loss in
      the
      portfolio was due solely to interest rate movements and management does not
      consider the loss to be other-than-temporary. Other changes in equity 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. 1,580 options
      were exercised during the six months ended December 31, 2006, reducing the
      number of shares held as treasury stock to 158,844.










**Comparison
      of Operating Results for the Six Months and Quarter Ended December 31, 2006
      and
      2005**








**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, 2006 and 2005.
      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 ended December 31, 2006 and 2005.
      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, 2006 and 2005**





*(Dollars
                in thousands)*
            2006
            2006
            2006
            2005
            2005
            2005Average
            Interest
            Average
            Average
            Interest
            AverageOutstanding
            Earned/
            Yield/
            Outstanding
            Earned/
            Yield/Balance
            Paid
            Rate
            Balance
            Paid
            RateInterest
                earning assets:Loans
                receivable, net1
            $195,831
            $6,482
            6.62%
            $169,220
            $5,466
            6.46%Securities2
            84,611
            1,601
            3.78
            92,471
            1,468
            3.18Federal
                funds
            5,122
            134
            5.23
            9,297
            169
            3.64Interest
                bearing bank balances
            2,597
            56
            4.31
            2,718
            43
            3.16FHLB
                stock
            643
            21
            6.53
            1,591
            43
            5.41Total
                interest earning assets
            $288,804
            $8,294
            5.74%
            $275,297
            $7,189
            5.22%Interest
                bearing liabilities:Savings
                and money market deposits
            $124,697
            $1,240
            1.99%
            $135,633
            $908
            1.34%Demand
                and NOW deposits
            82,245
            521
            1.27
            61,170
            61
            0.20Certificates
                of deposit
            62,403
            1,161
            3.72
            55,202
            740
            2.68Borrowings
            5,001
            93
            3.72
            6,291
            137
            4.36Total
                interest bearing liabilities
            $274,346
            $3,015
            2.20%
            $258,296
            $1,846
            1.43%Net
                interest income
            
            $5,279
            
            
            $5,343Net
                interest rate spread
            
            
            3.54%
            
            
            3.79%Net
                interest margin
            
            
            3.66%
            
            
            3.88%Average
                interest earning assets toaverage
                interest bearing liabilities
            105.27%
            
            
            106.58%







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


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





**Rate
      / Volume Analysis**





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


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


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


(iii)
            the
                net change.


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





Six
                Months
              Ended
                December 31,*(Dollars
                in thousands)*
            
            2006
                versus 2005Increase/(Decrease)
            
            TotalDue
                to
            
            Increase/Interest-earning
                assets:
            
            
            Volume
            
            
            Rate
            
            
            (Decrease
            )Loans
                receivable, net1
            
            $
            878
            
            $
            138
            
            $
            1,016Securities2
            
            
            (131
            )
            
            264
            
            
            133Federal
                funds
            
            
            (93
            )
            
            58
            
            
            (35
            )Interest-bearing
                bank balances
            
            
            (2
            )
            
            15
            
            
            13FHLB
                stock
            
            
            (30
            )
            
            8
            
            
            (22
            )Total
                interest-earning assets
            
            
            622
            
            
            483
            
            
            1,105Interest-bearing
                liabilities:Savings
                deposits
            
            
            (78
            )
            
            410
            
            
            332Demand
                and NOW deposits
            
            
            28
            
            
            432
            
            
            460Certificates
                of deposit
            
            
            106
            
            
            315
            
            
            421Borrowings
            
            
            (26
            )
            
            (18
            )
            
            (44
            )Total
                interest-bearing liabilities
            
            
            30
            
            
            1,139
            
            
            1,169Net
                interest income
            
            $
            592
            
            $
            (656
            )
            $
            (64
            )







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


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





**Quarter
      Ended December 31, 2006 and 2005**





*(Dollars
                in thousands)*
            
            
            2006
            
            
            2006
            
            
            2006
            
            
            2005
            
            
            2005
            
            
            2005Average
            
            
            Interest
            
            
            Average
            
            
            Average
            
            
            Interest
            
            
            AverageOutstanding
            
            
            Earned/
            
            
            Yield/
            
            
            Outstanding
            
            
            Earned/
            
            
            Yield/Balance
            
            
            Paid
            
            
            Rate
            
            
            Balance
            
            
            Paid
            
            
            RateInterest
                earning assets:Loans
                receivable, net1
            
            $
            198,610
            
            $
            3,303
            
            
            6.65
            %
            $
            171,842
            
            $
            2,784
            
            
            6.48
            %Securities2
            
            
            83,576
            
            
            821
            
            
            3.93
            
            
            89,710
            
            
            657
            
            
            2.93Federal
                funds
            
            
            4,765
            
            
            62
            
            
            5.20
            
            
            7,121
            
            
            70
            
            
            3.93Interest
                bearing bank balances
            
            
            2,388
            
            
            26
            
            
            4.36
            
            
            2,639
            
            
            22
            
            
            3.33FHLB
                stock
            
            
            643
            
            
            11
            
            
            6.84
            
            
            1,396
            
            
            20
            
            
            5.73Total
                interest earning assets
            
            $
            289,982
            
            $
            4,223
            
            
            5.82
            %
            $
            272,708
            
            $
            3,553
            
            
            5.21
            %Interest
                bearing liabilities:Savings
                and money market deposits
            
            $
            118,631
            
            $
            591
            
            
            1.99
            %
            $
            132,531
            
            $
            464
            
            
            1.40
            %Demand
                and NOW deposits
            
            
            88,954
            
            
            345
            
            
            1.55
            
            
            61,972
            
            
            36
            
            
            0.23Certificates
                of deposit
            
            
            62,946
            
            
            610
            
            
            3.88
            
            
            56,220
            
            
            392
            
            
            2.79Borrowings
            
            
            5,000
            
            
            47
            
            
            3.76
            
            
            5,082
            
            
            48
            
            
            3.78Total
                interest bearing liabilities
            
            $
            275,531
            
            $
            1,593
            
            
            2.31
            
            $
            255,805
            
            $
            940
            
            
            1.47
            %Net
                interest income
            
            
            
            
            $
            2,630
            
            
            
            
            
            
            
            $
            2,613Net
                interest rate spread
            
            
            
            
            
            
            
            
            3.51
            %
            
            
            
            
            
            
            
            3.74
            %Net
                interest margin
            
            
            
            
            
            
            
            
            3.63
            %
            
            
            
            
            
            
            
            3.83
            %Average
                interest earning assets toaverage
                interest bearing liabilities
            
            
            105.24
            %
            
            
            
            
            
            
            
            106.61
            %




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


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








Three
                Months
              Ended
                December 31,*(Dollars
                in thousands)*
            
            2006
                versus 2005Increase/(Decrease)
            
            TotalDue
                to
            
            Increase/Interest-earning
                assets:
            
            
            Volume
            
            
            Rate
            
            
            (Decrease
            )Loans
                receivable, net1
            
            $
            444
            
            $
            75
            
            $
            519Securities2
            
            
            (47
            )
            
            211
            
            
            164Federal
                funds
            
            
            (27
            )
            
            19
            
            
            (8
            )Interest-bearing
                bank balances
            
            
            (2
            )
            
            6
            
            
            4FHLB
                stock
            
            
            (12
            )
            
            3
            
            
            (9
            )Total
                interest-earning assets
            
            
            356
            
            
            314
            
            
            670Interest-bearing
                liabilities:Savings
                deposits
            
            
            (53
            )
            
            180
            
            
            127Demand
                and NOW deposits
            
            
            22
            
            
            287
            
            
            309Certificates
                of deposit
            
            
            51
            
            
            167
            
            
            218Borrowings
            
            
            (1
            )
            
            ---
            
            
            (1
            )Total
                interest-bearing liabilities
            
            
            19
            
            
            634
            
            
            653Net
                interest income
            
            $
            337
            
            $
            (320
            )
            $
            17







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.




GENERAL





Return
      on
      average assets and return on average equity are common methods of measuring
      operating results. Return on average assets increased to 0.98% for the six
      months and 0.97% for the quarter ended December 31, 2006 as compared to 0.81%
      for the six months and 0.73% for the quarter ended December 31, 2005. Return
      on
      average equity increased to 8.79% for the six months and 8.68% for the quarter
      ended December 31, 2006 as compared to 7.18% for the six months and 6.36% for
      the quarter ended December 31, 2005. The increase in return on average assets
      and return on average equity was primarily the result of higher noninterest
      income. Net income amounted to $1.5 million and $1.2 million for the six months
      ended December 31, 2006 and 2005, respectively, an increase of $328,000 or
      27.7%
      and amounted to $757,000 and $527,000 for the quarters ended December 31, 2006
      and 2005, respectively, an increase of $230,000 or 43.6%. Average assets
      amounted to $309.3 million for the six month period ended December 31, 2006
      as
      compared to $293.0 million for the same period ended December 31, 2005, an
      increase of $16.3 million or 5.6%. Average assets amounted to $311.1 million
      for
      the quarter ended December 31, 2006 as compared to $290.8 million for the
      quarter ended December 31, 2005, an increase of $20.3 million or 7.0%. Average
      equity amounted to $34.4 million for the six month period ended December 31,
      2006 as compared to $32.9 million for the same period ended December 31, 2005,
      an increase of $1.5 million or 4.6%. Average equity amounted to $34.9 million
      for the quarter ended December 31, 2006 as compared to $33.1 million for the
      quarter ended December 31, 2005, an increase of $1.8 million or 5.4%.








INTEREST
      INCOME





Interest
      income amounted to $8.3 million for the six months ended December 31, 2006
      as
      compared to $7.2 million for the six months ended December 31, 2005, an increase
      of $1.1 million or 15.3%. Interest income amounted to $4.2 million for the
      quarter ended December 31, 2006 as compared to $3.6 million for the quarter
      ended December 31, 2005, an increase of $670,000 or 18.9%. 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, 2006 and 2005. Average loan balances increased
      $26.6
      million for the six months ended December 31, 2006 as compared to December
      31,
      2005 and the yield increased by 16 basis points when comparing the same periods.
      Average loan balances increased $26.8 million for the quarter ended December
      31,
      2006 as compared to the quarter ended December 31, 2005 and the yield increased
      by 17 basis points when comparing the same periods. The overall impact on
      interest income from securities was positive despite a decline in average
      balances which was offset by a 60 basis point increase in yield when comparing
      the six months ended December 31, 2006 and 2005 and a 100 basis point increase
      when comparing the quarters ended December 31, 2006 and 2005. The average
      balance of securities decreased $7.9 million for the six months ended December
      31, 2006 compared to December 31, 2005, and decreased $6.1 million for the
      quarter ended December 31, 2006 compared to December 31, 2005. Short term
      investments such as interest bearing bank balances and federal funds sold were
      utilized to fund loan growth, and therefore, interest income from these
      investments decreased due to the $4.3 million and $2.6 million decreases in
      average balances when comparing the six months and quarters ended December
      31,
      2006 and 2005. Most of the decrease in income from short term investments was
      offset by a higher yield on such investments, primarily as a result of the
      short-term interest rate hikes implemented by the Federal Open Market Committee
      during 2006. Although the Federal Open Market Committee increased short-term
      rates several times during calendar 2006, the long-term rates continue to remain
      relatively unchanged and low.







INTEREST
      EXPENSE





Interest
      expense amounted to $3.0 million for the six months ended December 31, 2006
      as
      compared to $1.8 million for the six months ended December 31, 2005, an increase
      of $1.2 million. Interest expense amounted to $1.6 million for the quarter
      ended
      December 31, 2006 as compared to $940,000 for the quarter ended December 31,
      2005, an increase of $653,000. Changes in rates on interest-bearing liabilities
      had the greatest impact on overall interest expense. The average balance of
      interest bearing liabilities amounted to $274.3 million and the average rate
      increased to 2.20% for the six months ended December 31, 2006 as compared to
      an
      average balance of $258.3 million with an average rate of 1.43% for the six
      months ended December 31, 2005, an increase in average interest bearing
      liabilities of $16.0 million and an increase in average rate of 77 basis points.
      The average balance of interest bearing liabilities amounted to $275.5 million
      and the average rate increased to 2.31% for the quarter ended December 31,
      2006
      as compared to an average balance of $255.8 million with an average rate of
      1.47% for the quarter ended December 31, 2005, an increase in average interest
      bearing liabilities of $19.7 million and an increase in average rate of 84
      basis
      points. The average rate paid on demand and NOW deposits increased 107 basis
      points and 132 basis points, respectively, when comparing the six months and
      quarters ended December 31, 2006 and 2005, and the average balance of such
      accounts grew by $21.1 million and $27.0 million, respectively, when comparing
      the same periods, contributing to the overall increase in interest expense.
      The
      average balance of certificates of deposit grew by $7.2 million and the average
      rate paid increased by 104 basis points when comparing the six months ended
      December 31, 2006 and 2005. The average balance of certificates of deposit
      grew
      by $6.7 million and the average rate paid increased by 109 basis points when
      comparing the quarters ended December 31, 2006 and 2005. The average balance
      of
      savings and money market deposits fell by $10.9 million and $13.9 million when
      comparing the six months and quarters ended December 31, 2006 and 2005 but
      was
      offset by increases of 65 basis points and 59 basis points in average rate
      paid
      when comparing the same periods. The level of interest paid on borrowings was
      lower when comparing the six months and quarters ended December 31, 2006 and
      2005 due to the repayment of a $2.5 million borrowing with a rate of 6.80%
      on
      October 4, 2005 and there were no significant additional
      borrowings.





NET
      INTEREST INCOME





Net
      interest income remained flat for both the six months and quarters ended
      December 31, 2006 and 2005 at $5.3 million and $2.6 million, respectively.
      Net
      interest spread decreased 25 basis points to 3.54% for the six months ended
      December 31, 2006 from 3.79% for the six months ended December 31, 2005, and
      23
      basis points to 3.51% for the quarter ended December 31, 2006 as compared to
      3.74% for the quarter ended December 31, 2005. Net interest margin decreased
      22
      basis points to 3.66% for the six months ended December 31, 2006 from 3.88%
      for
      the six months ended December 31, 2005, and 20 basis points to 3.63% for the
      quarter ended December 31, 2006 as compared to 3.83% for the quarter ended
      December 31, 2005. The tightening of the net interest spread and margin hindered
      net interest income growth when comparing the six months and quarters ended
      December 31, 2006 and 2005.





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 $111,000 and $60,000 for the six months
      ended December 31, 2006 and 2005, respectively, an increase of $51,000. The
      provision for loan losses amounted to $66,000 and $30,000 for the quarters
      ended
      December 31, 2006 and 2005, respectively, an increase of $36,000. The increase
      in the level of provision was partially a result of growth in the loan portfolio
      and an increase in the amount of loan charge-offs, which were associated with
      the overdraft protection program. Net charge-offs associated with the overdraft
      protection program increased $29,000, or 138.1% when comparing the six months
      ended December 31, 2006 and 2005.











NONINTEREST
      INCOME





Noninterest
      income amounted to $2.1 million for the six months ended December 31, 2006
      as
      compared to $1.6 million for the six months ended December 31, 2005, an increase
      of $531,000 or 34.0%. Noninterest income amounted to $1.2 million for the
      quarter ended December 31, 2006 as compared to $761,000 for the quarter ended
      December 31, 2005, an increase of $442,000 or 58.1%. A pretax gain of
      approximately $257,000 related to the sale of the old Coxsackie branch building
      was the most significant item contributing to the improvement in noninterest
      income. Service charges on deposit accounts increased $144,000 and $136,000
      for
      the six months and quarter ended December 31, 2006, respectively, due to higher
      levels of insufficient funds charges.





NONINTEREST
      EXPENSE





Noninterest
      expense amounted to $5.1 million for the six months ended December 31, 2006
      as
      compared to $5.2 million for the six months ended December 31, 2005, a decrease
      of $90,000 or 1.7%. Noninterest expense amounted to $2.7 million for the quarter
      ended December 31, 2006 as compared to $2.6 million for the quarter ended
      December 31, 2005, an increase of $42,000 or 1.6%. Salaries and employee
      benefits decreased $65,000 when comparing six months ended December 31, 2006
      and
      2005. Retirement expense decreased approximately $103,000 primarily as a result
      of discontinuing the accrual of benefits under the defined benefit pension
      plan
      beginning July 1, 2006. This decrease was partially offset by an increase in
      401(k) contribution expense of $20,000 resulting from an increase in employer
      match beginning July 1, 2006. Also contributing to the decrease in salaries
      and
      employee benefits was lower overtime expenses which declined $41,000. Lastly,
      expenses were higher for the six months ended December 31, 2005 as a result
      of
      the training and preparation for the data processing system conversion that
      occurred in October 2005. Salaries and employee benefits increased $18,000
      when
      comparing the quarters ended December 31 2006 and 2005. This increase was
      primarily the result of increased staffing in preparation of the opening of
      two
      new branch locations in the third quarter of fiscal 2007, as well as an increase
      in 401(k) contribution expense of $8,000. Occupancy expense increased
      approximately $64,000 and $43,000 when comparing the six months and quarters
      ended December 31, 2006 and 2005 due to higher utility costs, building
      maintenance and increased depreciation expense associated with the relocated
      Cairo and Coxsackie branches, and the opening of the new operations center
      in
      Catskill. Service and data processing fees decreased approximately $47,000
      when
      comparing the six months ended December 31, 2006 and 2005 resulting from the
      discontinuation of the outsourcing of the data processing system following
      the
      implementation of the new system. Service and data processing fees increased
      approximately $18,000 when comparing the quarters ended December 31, 2006 and
      2005 resulting from higher debit card costs associated with the Visa Rewards
      program. Other noninterest expenses decreased approximately $80,000 and $68,000
      when comparing the six months and quarters ended December 31, 2006 and 2005.
      These expenses were higher for the six months and quarters ended December 31,
      2005 as a result of expenses associated with the data processing system
      conversion such as training costs, licensing fees, and professional fees.








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 30.3% for the six months ended December 31, 2006,
      compared to 28.8% for the six months ended December 31, 2005. The effective
      tax
      rate was 31.6% for the quarter ended December 31, 2006, compared to 27.3% for
      the quarter ended December 31, 2005. The increases in effective rates for the
      periods ended December 31, 2006 were the result of increased pre-tax income
      and
      the resultant reduced 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 $9.1 million at December 31, 2006. The unused portion
      of overdraft lines of credit amounted to $7.8 million, the unused portion of
      home equity lines of credit amounted to $5.7 million, and the unused portion
      of
      commercial lines of credit amounted to $2.8 million at December 31, 2006. 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 two new
      branch locations, one located in Greenport, New York and the other on the West
      Side of Catskill, New York. It is expected that these branches will be open
      during the third quarter of fiscal 2007. It is expected that the Company will
      have sufficient cash or other means of liquidity to fund these
      projects.





The
      Bank
      of Greene County met all regulatory capital requirements at December 31, 2006
      and June 30, 2006. The Bank’s consolidated shareholder’s equity represented
      11.3% of total assets at December 31, 2006 and 10.9% of total assets of June
      30,
      2006.








**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


During the quarter ended December 31, 2006, no purchases of registrant’s
      equity


securities were completed by the registrant or any affiliate.





Item
      3.   Defaults Upon Senior
      Securities


Not applicable





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





On
      October 25, 2006, the Company held an annual meeting of shareholders. At the
      meeting, proposals to (1) elect J. Bruce Whittaker, Charles H. Schaefer and
      Arthur Place, CPA, 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, 2007 fiscal year were approved. There were no broker non-votes. The
      votes cast for and against there proposals were as follows:





Election
      to the Board of Directors    For   Withheld





J.
      Bruce
      Whittaker     3,644,748  66,953


Charles
      H. Schaefer   3,646,847  64,892


Arthur
      Place, CPA     3,701,590  11,195





Ratification
      of Appointment of Beard Miller Company LLP


For   Against   Abstain





Number
      of
      votes     3,753,056  3,476   7,168





Item
      5.    Other Information


Not applicable





Item
      6   . Exhibits





(a)
            Exhibits


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


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


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


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











**SIGNATURES**











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








Greene
      County Bancorp, Inc.





Date:
      February 13, 2007





By:
      /s/ J. Bruce Whittaker











J.
      Bruce
      Whittaker


President
      and Chief Executive Officer

















Date:
      February 13, 2007





By:
      /s/ Michelle Plummer











Michelle
      Plummer


Chief
      Financial Officer and Treasurer











**EXHIBIT****31.1**





**Certification
      of Chief Executive Officer**


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





I,
      J.
      Bruce Whittaker certify that:





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





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





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





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





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





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





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





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





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





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











Date:
      February 13,
      2007  _ /s/
      J.
      Bruce Whittaker


J.
      Bruce
      Whittaker


President and Chief
      Executive Officer








**EXHIBIT****31.2**








**Certification
      of Chief Financial Officer**


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





I,
      Michelle M. Plummer certify that:





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





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





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





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





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





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





c)
      d isclosed
      in this report any change in the small business issuer’s internal control over
      financial reporting that occurred during the small business issuer’s most recent
      fiscal quarter that has materially 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 13,
      2007  /s/
      Michelle Plummer


Michelle
      M. Plummer


Chief
      Financial Officer





**EXHIBIT
      32.1**





**Statement
      of Chief Executive Officer**


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











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





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





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





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








Date:
      February 13,
      2007  _ /s/
      J.
      Bruce Whittaker


J.
      Bruce
      Whittaker


President and Chief
      Executive Officer











**EXHIBIT
      32.2**





**Statement
      of Chief Financial Officer**


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











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


knowledge:





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





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








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








Date:
      February 13,
      2007  /s/
      Michelle Plummer


Michelle
      M. Plummer


Chief
      Financial Officer