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, 2002

                                       OR

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


                           GREENE COUNTY BANCORP, INC.

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

                         Commission file number 0-25165



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


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


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

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

Yes:     X                                                No:

As of February 13, 2003,  the  registrant had  2,152,835  shares of common stock
issued at $ .10 par value, and 2,026,723 were outstanding.

Transitional Small Business Disclosure
Format:  Yes:                          No:       X


                           GREENE COUNTY BANCORP, INC.

<page>

INDEX


PART I.  FINANCIAL INFORMATION
                                                                            Page
Item 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                     9-12

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                         12-20


Item 3.  Controls and Procedures                                           21-22

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                    23

Item 2.  Changes in Securities and Use of Proceeds                            23

Item 3.  Defaults Upon Senior Securities                                      23

Item 4.  Submission of Matters to a Vote of Security Holders                  23

Item 5.  Other Information                                                    23

 Item 6. Exhibits and Reports on Form 8-K                                     23

         Signatures                                                        24-28



<PAGE>
<Table>
<CAPTION>
                          Greene County Bancorp, Inc.
                 Consolidated Statements of Financial Condition
                    As of December 31, 2002 and June 30, 2002


ASSETS                                                         December 31, 2002                June 30, 2002
                                                                   (Unaudited)
<S>                                                             <C>                          <C>
ASSETS
Cash and due from banks                                              $8,199,182                   $7,408,150
Federal funds sold                                                   11,264,252                   10,423,871
                                                               -----------------                 -----------
    Total cash and cash equivalents                                  19,463,434                   17,832,021

Investment securities, at fair value                                 77,609,142                   66,088,530
Federal Home Loan Bank stock, at cost                                 1,121,100                    1,121,100

Loans                                                               132,867,078                  129,727,150
Less: Allowance for loan losses                                      (1,101,641)                  (1,068,734)
         Unearned origination fees and costs, net                      (285,509)                    (285,132)
                                                               -----------------                 ------------
    Net loans receivable                                            131,479,928                  128,373,284

Premises and equipment                                                4,870,075                    4,963,621
Accrued interest receivable                                           1,528,334                    1,452,104
Prepaid expenses and other assets                                       317,167                      296,691
Other real estate owned                                                     ---                       30,229

               Total assets                                        $236,389,180                 $220,157,580
                                                               =================                 ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Non-interest bearing deposits                                       $22,357,684                  $22,067,347
Interest bearing deposits                                           175,631,495                  161,646,281
                                                               -----------------                 -----------
    Total deposits                                                  197,989,179                  183,713,628

Borrowings from FHLB                                                  9,000,000                    9,000,000
Accrued expenses and other liabilities                                1,372,343                      911,959
Accrued income taxes                                                    101,747                      131,287
                                                               -----------------                 -----------
                Total liabilities                                   208,463,269                  193,756,874

Shareholders' equity
Preferred stock,
  Authorized 1,000,000 at December 31, and June 30, 2002;                ---                          ---
Common stock, par value $.10 per share;
   Authorized: 12,000,000 at December 31, and June 30, 2002;
   Issued: 2,152,835 at December 31, and June 30, 2002;
   Outstanding: 2,026,043 at December 31, 2002;
                        2,024,835 at June 30, 2002                      215,284                      215,284
Additional paid-in capital                                           10,143,580                   10,084,621
Retained earnings                                                    18,062,878                   17,164,403
Accumulated other comprehensive income                                1,369,422                      880,401
Less: Treasury stock (shares at cost) 126,792 at December 31, 2002;
                                   and 128,000 at June 30, 2002      (1,358,578)                  (1,371,527)
         Unearned stock-based compensation                             (128,284)                    (156,791)
         Unearned ESOP shares (at cost) 41,552 at December 31, 2002;
                                   and 49,972 at June 30, 2002         (378,391)                    (415,685)
                                                               -----------------                 -----------

               Total shareholders' equity                            27,925,911                   26,400,706
                                                               -----------------                 -----------

               Total liabilities and shareholders' equity          $236,389,180                 $220,157,580
                                                               =================                 ===========

</table>
See notes to consolidated financial statements.



<PAGE>
<Table>
<CAPTION>


                           Greene County Bancorp, Inc.
                        Consolidated Statements of Income
              For the Three Months Ended December 31, 2002 and 2001
                                   (Unaudited)

                                                                   2002                                2001
Interest income:
<S>                                                            <C>                               <C>
    Loans                                                            $2,332,422                   $2,249,573
    Investment securities                                               458,350                      434,266
    Mortgage-backed securities                                          299,140                      189,273
    Tax free securities                                                 116,911                      103,863
    Interest bearing deposits and federal funds sold                     39,945                       75,365
                                                               ----------------                  ------------
Total interest income                                                 3,246,768                    3,052,340

Interest expense:
    Interest on deposits                                              1,010,724                    1,151,946
    Interest on borrowings                                              107,905                       85,825
                                                               ----------------                  -----------
Total interest expense                                                1,118,629                    1,237,771

Net interest income                                                   2,128,139                    1,814,569

Less: Provision for loan losses                                          30,000                       68,900

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

Net interest income after provision for loan losses                   2,098,139                    1,745,669

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

Noninterest income:
    Service charges on deposit accounts                                 436,286                      302,374
    Other operating income                                              192,274                      161,536
                                                               ----------------                  -----------
Total noninterest income                                                628,560                      463,910

Noninterest expense:
    Salaries and employee benefits                                      937,050                      837,394
    Occupancy expense                                                    96,062                       96,647
    Equipment and furniture expense                                     145,795                      107,868
    Service and data processing fees                                    191,988                      155,911
    Office supplies                                                      25,171                       36,542
    Other                                                               525,487                      445,416
                                                               ----------------                  -----------

Total noninterest expense                                             1,921,553                    1,679,778

Income before provision for income taxes                                805,146                      529,801

Provision for income taxes                                              261,400                      148,400

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

Net income                                                             $543,746                     $381,401

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

Basic EPS                                                                 $0.27                        $0.20
Basic shares outstanding                                              1,977,943                    1,950,176

Diluted EPS                                                               $0.27                        $0.19
Diluted average shares outstanding                                    2,031,937                    2,002,292

</table>

See notes to consolidated financial statements.



<PAGE>
<Table>
<CAPTION>

                           Greene County Bancorp, Inc.
                        Consolidated Statements of Income
               For the Six Months Ended December 31, 2002 and 2001
                                   (Unaudited)

                                                                        2002                          2001
Interest income:
    <S>                                                         <C>                               <C>
    Loans                                                            $4,732,329                   $4,437,518
    Investment securities                                               943,242                      978,475
    Mortgage-backed securities                                          543,390                      292,941
    Tax free securities                                                 218,682                      205,646
    Interest bearing deposits and federal funds sold                    104,956                      218,643
                                                               ----------------                  -----------
Total interest income                                                 6,542,599                    6,133,223

Interest expense:
    Interest on deposits                                              2,070,763                    2,407,536
    Interest on borrowings                                              215,809                      171,649
                                                               ----------------                  -----------
Total interest expense                                                2,286,572                    2,579,185

Net interest income                                                   4,256,027                    3,554,038

Less: Provision for loan losses                                          30,000                       98,900
                                                               ----------------                  -----------


Net interest income after provision for loan losses                   4,226,027                    3,455,138
                                                               ----------------                  -----------


Non-interest income:
    Service charges on deposit accounts                                 835,887                      488,899
    Other operating income                                              455,465                      327,308
                                                               ----------------                  -----------
Total non-interest income                                             1,291,352                      816,207

Non-interest expense:
    Salaries and employee benefits                                    1,820,734                    1,629,295
    Occupancy expense                                                   194,840                      179,614
    Equipment and furniture expense                                     286,775                      218,080
    Service and data processing fees                                    371,191                      308,565
    Office supplies                                                      53,626                       76,613
    Other                                                             1,075,460                      856,423
                                                               ----------------                  -----------

Total non-interest expense                                            3,802,626                    3,268,590

Income before provision for income taxes                              1,714,753                    1,002,755

Provision for income taxes                                              529,900                      277,400
                                                               -----------------                 -----------


Net income                                                           $1,184,853                     $725,355
                                                               =================                 ===========


Basic EPS                                                                 $0.60                        $0.37
Basic average shares outstanding                                      1,976,780                    1,962,023

Diluted EPS                                                               $0.58                        $0.36
Diluted average shares outstanding                                    2,030,034                    2,010,782


</table>
See notes to consolidated financial statements.



<PAGE>
<Table>
<CAPTION>

                           Greene County Bancorp, Inc.
                 Consolidated Statements of Comprehensive Income
              For the Three Months Ended December 31, 2002 and 2001
                                   (Unaudited)



                                                                      2002                   2001
<S>                                                             <C>                     <C>
Net income                                                          $543,749               $381,401
                                                               -------------               ---------


Other comprehensive income:

Unrealized holding gain / (loss) arising during the three months
  ended December 31, 2002 and 2001, net of tax expense / (benefit)
  of $20,585 and ($141,707), respectively.                            54,351               (212,558)
                                                               -------------               ---------

Total other comprehensive income                                      54,351               (212,558)
                                                               -------------               ---------


Comprehensive income                                                $598,100               $168,843
                                                               =============               =========

</table>


<PAGE>
<Table>
<CAPTION>
                           Greene County Bancorp, Inc.
                 Consolidated Statements of Comprehensive Income
               For the Six Months Ended December 31, 2002 and 2001
                                   (Unaudited)



                                                                    2002                      2001
<S>                                                             <C>                       <C>
Net income                                                        $1,184,853               $725,355
                                                               -------------               --------


Other comprehensive income:

Unrealized holding gain arising during the six months
  ended December 31, 2002 and 2001, net of tax expense
  of $310,366 and $162,308, respectively.                            489,021                243,461
                                                               -------------               --------

Total other comprehensive income                                     489,021                243,461

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

Comprehensive income                                              $1,673,874               $968,816
                                                               =============               =========


</table>
See notes to consolidated financial statements.



<PAGE>
<Table>
<CAPTION>

                           Greene County Bancorp, Inc.
           Consolidated Statements of Changes in Shareholders' Equity
               For the Six Months Ended December 31, 2002 and 2001
                                   (Unaudited)

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


ESOP shares earned                                       22,822

Options exercised                                        (7,227)

Stock-based
compensation
earned

Treasury stock
purchased

Dividends paid                                                         (230,807)

Net income                                                              725,355

Change in unrealized
gain, net                                                                                243,461

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

Balance at
December 31, 2001                 $215,284          $10,204,168     $16,487,573         $742,483
                               ===========         ============    ==============    ===========



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

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


ESOP shares earned                                                       39,773           62,595

Options exercised                                      27,229                             20,002

Stock-based
compensation
earned                              30,634                                                30,634

Treasury stock
purchased                                            (531,125)                          (531,125)

Dividends paid                                                                          (230,807)

Net income                                                                               725,355

Change in unrealized
gain, net                                                                                243,461

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

Balance at
December 31, 2001                ($199,119)         ($1,579,819)      ($456,865)     $25,413,705
                                ==========         ============    =============     ===========


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

ESOP shares earned                                       62,396

Options exercised                                        (3,437)

Stock-based
compensation
earned


Dividends paid                                                         (286,378)

Net income                                                            1,184,853

Change in unrealized
gain,  net                                                                               489,021

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

Balance at
December 31, 2002                 $215,284          $10,143,580     $18,062,878       $1,369,422
                                ==========         ============    ============      ===========


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

ESOP shares earned                                                       37,294           99,690

Options exercised                                        12,949                            9,512

Stock-based
compensation
earned                              28,507                                                28,507


Dividends paid                                                                          (286,378)

Net income                                                                             1,184,853

Change in unrealized
gain,  net                                                                               489,021

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

Balance at
December 31, 2002                ($128,284)         ($1,358,578)      ($378,391)     $27,925,911
                                ==========         ============    ============      ===========

</table>

See notes to consolidated financial statements.





<PAGE>
<Table>
<CAPTION>


                           Greene County Bancorp, Inc.
                      Consolidated Statements of Cash Flows
               For the Six Months Ended December 31, 2002 and 2001
                                   (Unaudited)
                                                                                   2002                 2001
<S>                                                                           <C>                    <C>
Cash flows from operating activities:
Net Income                                                                       $1,184,853              $725,355
Adjustments to reconcile net income to cash provided by operating
activities:
     Depreciation                                                                   277,800               222,975
     Net amortization of premiums                                                   171,304                23,376
     Provision for loan losses                                                       30,000                98,900
     ESOP and other stock-based compensation earned                                 128,197                93,229
     Gain on sale of other real estate                                              (59,770)                  ---
     Net (decrease) increase in accrued income taxes                                (29,540)               47,654
     Net increase in accrued interest receivable                                    (76,230)              (96,405)
     Net increase in prepaid and other assets                                       (20,476)             (112,361)
     Net increase in other liabilities                                              150,017                 3,639
                                                                               -------------          -----------

          Net cash provided by operating activities                               1,756,155             1,006,362

Cash flows from investing activities:
     Proceeds from maturities and calls of securities                             7,269,854             3,155,123
     Purchases of securities and other investments                               (3,727,224)           (4,432,584)
     Principal payments on securities                                               755,936             2,898,356
     Principal payments on mortgage-backed securities                             3,807,962               940,084
     Purchases of mortgage-backed securities                                    (18,999,057)           (6,129,445)
     Net increase in loans receivable                                            (3,136,644)          (10,765,429)
     Proceeds from the sale of other real estate                                     90,000                  ---
     Purchases of premises and equipment                                           (184,254)             (192,374)
                                                                               ------------           -----------

          Net cash used in investing activities                                 (14,123,427)          (14,526,269)

Cash flows from financing activities:
     Dividends paid                                                                (286,378)             (230,807)
     Purchase of treasury stock                                                         ---              (531,125)
     Proceeds from issuance of stock options                                          9,512                20,002
     Net increase (decrease) in deposits                                         14,275,551            11,725,271
                                                                               --------------         ------------

          Net cash provided by financing activities                              13,998,685            10,983,341

Net increase in cash and cash equivalents                                         1,631,413            (2,536,566)

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


Cash and cash equivalents at end of period                                      $19,463,434           $16,267,792
                                                                               ============           ===========
</table>
See notes to consolidated financial statements.






                          Greene County Bancorp, Inc.
                         Notes to Financial Statements
    As of and for the Three and Six Months Ended December 31, 2002 and 2001


(1)      Basis of Presentation

The accompanying  consolidated  balance sheet  information for June 30, 2002 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")  at June  30,  2002.  The  consolidated  financial
statements  at and for the three months and six months  ended  December 31, 2002
and 2001 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 the Company's  Annual Report on Form 10-KSB for the
year  ended  June  30,  2002,  such  information  and  footnotes  have  not been
duplicated herein. In the opinion of management,  all adjustments (consisting of
only normal recurring items) necessary for a fair  presentation of the financial
position  and  results  of  operations  and cash  flows  at and for the  periods
presented have been included. Amounts in the prior year's consolidated financial
statements have been reclassified  whenever  necessary to conform to the current
year's  presentation.  These  reclassifications  had no effect on net  income or
retained earnings as previously reported.  All material  inter-company  accounts
and  transactions  have been  eliminated  in the  consolidation.  The results of
operations  and other data for the three and six months ended  December 31, 2002
are not  necessarily  indicative  of results that may be expected for the entire
fiscal year ending June 30, 2003.

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

(2)      Nature of Operations

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

(3)      Use of Estimates

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

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

(4)      Earnings Per Share

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





<table>
<caption>

                                                        Weighted Average
                                                        Number of Shares
      Three Months Ended             Net Income           Outstanding       Earnings Per Share
<S>                                 <C>                 <C>                     <C>
December 31, 2002:                    $543,746
   Basic EPS                                               1,977,943               $0.27
   Diluted EPS                                             2,031,937               $0.27


December 31, 2001:                    $381,401
   Basic EPS                                               1,950,176               $0.20
   Diluted EPS                                             2,002,292               $0.19



                                                        Weighted Average
                                                        Number of Shares
       Six Months Ended              Net Income           Outstanding       Earnings Per Share

December 31, 2002:                  $1,184,853
   Basic EPS                                               1,976,780               $0.60
   Diluted EPS                                             2,030,034               $0.58


December 31, 2001:                    $725,355
   Basic EPS                                               1,962,023               $0.37
   Diluted EPS                                             2,010,782               $0.36



</table>


(5)      Dividends

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

(6)  Subsequent events

On January 21, 2003, Board of Directors  declared a semi-annual cash dividend of
$0.34 per share of the Company's common stock. The dividend  reflected an annual
cash dividend rate of $0.68 per share,  which  represented  an increase from the
current  annual cash  dividend  rate of $0.64 per share.  The  dividend  will be
payable to  stockholders  of record as of February 15, 2003, and will be paid on
March 1, 2003. The Company's  mutual  holding  company has waived receipt of the
cash dividend.


(7)  Impact of Inflation and Changing Prices

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

(8) Impact of Recent Accounting Pronouncements

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

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

In October 2002,  the FASB issued  Statement No. 147,  "Acquisitions  of Certain
Financial  Institutions",  which no longer requires the separate recognition and
subsequent  amortization  of goodwill that was originally  required by Statement
No. 72, "Accounting for Certain Acquisitions of Banking or Thrift Institutions".
Instead,  SFAS 72 goodwill  would be accounted for in accordance  with Statement
No.  142,  "Goodwill  and Other  Intangible  Assets"  and would be subject to an
annual impairment test. SFAS 147 also amends Statement No. 144,  "Accounting for
the  Impairment or Disposal of Long-Lived  Assets,  to include in its scope core
deposit  intangibles.  Those  intangible  assets  are now  subject  to the  same
recoverability and impairment loss recognition provisions that SFAS 144 requires
for other  long-lived  assets.  SFAS 147 was  effective  October  1,  2002.  The
adoption of SFAS 147 did not have an impact on the financial statements.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation - Transition and  Disclosure,  an amendment to FASB Statement 123".
SFAS 148 provides  alternative  methods of transition for a voluntary  change to
the fair value based method of accounting for stock-based employee compensation.
In addition,  SFAS 148 amends the disclosure requirements of SFAS 123 to require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results.  SFAS 148 is effective for financial statements
for fiscal years ending after December 15, 2002. The adoption of SFAS 148 is not
expected to have a material impact on the financial statements.

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

General

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

Special Note Regarding Forward Looking Statements

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

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

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


Comparison of Financial Condition as of December 31, 2002 and June 30, 2002

ASSETS

Total  assets  increased  to $236.4  million at  December  31,  2002 from $220.2
million at June 30, 2002, an increase of $16.2 million, or 7.4%. Growth was most
significant in the cash and investments portfolios as well as to a lesser extent
in the loan portfolio. Deposit growth funded the asset growth and appeared to be
the result of continued  reduced investment in the equity  markets and investors
appeared to continue to be conservative in their investment options.

CASH AND CASH EQUIVALENTS

Total cash and cash equivalents  increased to $19.5 million at December 31, 2002
from $17.8 million at June 30, 2002, an increase of $1.7 million,  or 9.6%.  The
increase was a result of continued deposit inflows as noted above.

INVESTMENT SECURITIES

Investment  securities  increased  to $77.6  million  at  December  31,  2002 as
compared to $66.1  million at June 30, 2002,  an increase of $11.5  million,  or
17.4%.  During the six months ended December 31, 2002, the investment  portfolio
shifted toward  mortgage-backed  securities and state and political  subdivision
securities  representing  36.9% and  15.8% of the  portfolio,  respectively,  at
December 31, 2002 as compared to 29.6% and 13.3% of the portfolio, respectively,
at June 30, 2002. A shift away from corporate debt securities as a percentage of
the total portfolio occurred between June 30, 2002 and December 31, 2002. Due to
the potential credit problems of some corporations, the Company has focused more
heavily  on debt with some form of  guarantee  such as a U.S.  agency  guarantee
which often accompanies  investment in mortgage-backed  securities.  The Company
has also shifted the portfolio  toward more  adjustable  rate securities than in
the past in an effort to provide some future  interest rate risk protection in a
rising rate environment.  Investment  securities represent 32.8% of total assets
at  December  31,  2002 as  compared  to 30.0% at June 30,  2002.  The shift was
partially a result of loan demand being  slightly lower than inflows of deposits
allowing the Company to invest additional funds in investment securities. During
the six months ended December 31, 2002, the Company  purchased  $19.0 million in
mortgage-backed securities which were partially offset by the principal pay down
of mortgage-backed securities of $3.8 million. Maturities or calls of investment
securities other than  mortgage-backed  securities  amounted to $7.3 million for
the six months ended  December 31,  2002,  offsetting  purchases of $3.7 million
during the same period.


<table>
<caption>
(Dollars rounded to nearest thousand)         Market value at       Percentage      Market value at    Percentage
                                              Dec. 31, 2002      of portfolio      June 30, 2002    of portfolio

<S>                                            <C>               <C>                <C>               <C>
U.S. government agencies                              $16,012            20.6%           $14,862           22.5%
State and political subdivisions                       12,244            15.8              8,811           13.3
Mortgage-backed securities                             28,642            36.9             19,564           29.6
Asset-backed securities                                   427             0.6                818            1.3
Corporate debt securities                              18,994            24.4             20,760           31.4
                                              ---------------     ------------      ------------      ----------

Total debt securities                                  76,319            98.3             64,815           98.1

Equity securities and other                             1,290             1.7              1,274            1.9

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

Total available-for-sale securities                   $77,609           100.0%           $66,089          100.0%
                                              ===============     =============     ============      ==========
</table>



LOANS

Net loans  receivable  increased  to $131.5  million at  December  31, 2002 from
$128.4  million at June 30,  2002,  an increase of $3.1  million,  or 2.4%.  The
continued low interest rate  environment and strong customer  satisfaction  from
personal  service  continued  to enhance  loan  growth.  Commercial  real estate
mortgages  increased  $1.6 million,  or 18.2%,  to $10.4 million at December 31,
2002 as compared to $8.8  million at June 30,  2002.  Commercial  mortgages  and
commercial  loans as a  percentage  of total loans  increased  to 7.8% and 4.2%,
respectively, at December 31, 2002 as compared to 6.8% and 3.3% at June 30, 2002
which  caused  residential  mortgages  and  installment  loans to  decrease as a
percentage of total loans to 78.2% and 3.8% respectively,  at December 31, 2002,
as compared to 79.8% and 4.3% at June 30,  2002.  Loan  demand  continued  to be
strong,  but at a slightly slower rate than experienced  during fiscal 2002. The
decrease in demand  appeared to be the result of the overall  weakened  economic
conditions.
<table>
<caption>

(Dollars rounded to nearest thousand)                At          Percentage            At           Percentage
                                                Dec. 30, 2002   of portfolio      June 30, 2002    of portfolio
<S>                                             <C>                <C>             <C>              <C>
Real estate mortgages
   Residential                                       $103,944           78.2%         $103,494        79.8%
   Commercial                                          10,410            7.8             8,764         6.8
Home equity loans                                       7,397            5.6             6,957         5.4
Commercial loans                                        5,598            4.2             4,356         3.3
Installment loans                                       4,988            3.8             5,611         4.3
Passbook loans                                            530            0.4               545         0.4
                                                  -----------   ------------      ------------      ----------

Total loans                                          $132,867          100.0%         $129,727       100.0%
Less: Allowance for loan losses                        (1,102)                          (1,069)
         Unearned origination fees and costs,            (285)                            (285)
net
                                                  -----------                     -------------

Net loans receivable                                 $131,480                         $128,373
                                                  ===========                      ============
</table>

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established through a provision for loan losses
based on management's evaluation of the risk inherent in the loan portfolio, the
composition of the loan portfolio,  specific impaired loans and current economic
conditions. Such evaluation,  which includes a review of all loans on which full
collectibility may not be reasonably assured, considers among other matters, the
estimated net realizable  value or the fair value of the underlying  collateral,
economic  conditions,  historical  loan loss  experience  and other factors that
warrant  recognition in providing for an allowance for loan losses. In addition,
various regulatory  agencies,  as an integral part of their examination process,
periodically  review the Bank's allowance for loan losses and valuation of OREO.
Such agencies may require the Bank to recognize additions to the allowance based
on  their  judgment  about  information  available  to them at the time of their
examination.  The allowance for loan losses is increased by a provision for loan
losses (which results in a charge to expense) and is reduced by net charge-offs.
During the fiscal year ended June 30, 2002,  and the six months  ended  December
31, 2002 the level of provision was affected by the growth of the loan portfolio
and composition of the portfolio  shifting to more commercial loans. These types
of loans  generally  possess a higher  degree of  credit  risk than  traditional
one-to-four  family  residential  mortgage loans.  Management  also  implemented
improved procedures for pursuing delinquent and previously  charged-off accounts
during  fiscal year 2002,  which  appeared  to have helped  reduce the effect of
credit quality  deterioration  due to current  economic  weakness in the overall
economy. Any increase in the allowance for loan losses or loan charge-offs could
have a  material  adverse  effect on the  Company's  results of  operations  and
financial condition.


<table>
<caption>
                                                           Six months ended       Six months ended
                                                          December 31, 2002       December 31, 2001
<S>                                                          <C>                  <C>
Balance at the beginning of the period                            $1,068,734                $886,081
Charge-offs:
     Commercial real estate mortgage loans                               ---                    ---
     Commercial loans                                                 13,319                    ---
      Home equity                                                        ---                   2,380
     Installment loans to individuals                                 26,032                  18,624
                                                             ---------------      ------------------

Total loans charged off                                               39,351                  21,004

Recoveries:
     Commercial loans                                                 24,093                     ---
     Installment loans to individuals                                 18,165                  12,076
                                                             ----------------     ------------------

Total recoveries                                                      42,258                  12,076

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

Net (recoveries) charge-offs                                          (2,907)                  8,928

Provisions charged to operations                                      30,000                  98,900
                                                             ---------------      ------------------

Balance at the end of the period                                  $1,101,641                $976,053
                                                             ===============      ==================


Ratio of net charge-offs to average loans outstanding                 (0.00%)                   0.01%
Ratio of net charge-offs to nonperforming assets                      (0.95%)                   1.29%
Allowance for loan loss to nonperforming loans                       359.28%                  170.30%
Allowance for loan loss to net loans receivable                        0.84%                    0.81%


</table>
Nonaccrual Loans and Nonperforming Assets
Loans are  reviewed on a regular  basis.  Management  determines  that a loan is
impaired  or  nonperforming  when it is  probable at least a portion of the loan
will not be  collected  in  accordance  with  its  contractual  terms  due to an
irreversible  deterioration  in the  financial  condition of the borrower or the
value of the  underlying  collateral.  When a loan is determined to be impaired,
the  measurement  of the loan is based on the present value of estimated  future
cash  flows,  except  that  all  collateral-dependent  loans  are  measured  for
impairment based on the fair value of the collateral. Management places loans on
nonaccrual status once the loans have become over 90 days delinquent. Nonaccrual
is defined  as a loan in which  collectibility  is  questionable  and  therefore
interest on the loan will no longer be  recognized on an accrual  basis.  A loan
does  not  have  to  be  90  days  delinquent  in  order  to  be  classified  as
nonperforming. Other real estate owned is considered nonperforming. The Bank had
no accruing loans  delinquent more than 90 days at December 31, 2002 or June 30,
2002.


<table>
<caption>
             Analysis of Nonaccrual Loans and Nonperforming Assets

                                                            At December 31, 2002   At June 30, 2002

<S>                                                           <C>                  <C>
Nonaccruing loans:
  Real estate mortgage loans:
      Residential mortgages loans (one- to four-family)             $210,621                $313,981
      Commercial mortgage loans                                       15,178                    ---
   Home equity                                                          ---                     ---
   Installment loans to individuals                                   80,823                  18,886
                                                             ---------------      ------------------


Total nonaccruing loans                                              306,622                 332,867

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


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


Total nonperforming assets                                          $306,622                $363,096
                                                             ===============      ==================


Total nonperforming assets
   as a percentage of total assets                                     0.13%                   0.16%

Total nonperforming loans to net loans receivable                      0.23%                   0.26%
</table>


DEPOSITS

Total  deposits  increased  to $198.0  million at December  31, 2002 from $183.7
million  at June 30,  2002,  an  increase  of $14.3  million,  or 7.8%.  Savings
accounts  experienced the most significant  dollar growth between June 30, 2002,
and December 31, 2002,  increasing $6.3 million,  or 8.9%, to $77.1 million from
$70.8 million. Money market accounts experienced the most significant percentage
growth between June 30, 2002, and December 31, 2002, increasing $5.8 million, or
41.7%, to $19.7 million as compared to $13.9 million.  Due to the continued poor
returns  in the equity  market  and doubt  about the  credibility  of  corporate
America,  investors  appeared  to  continue  to prefer to invest  their funds in
safer,  more liquid accounts such as money market deposits and savings deposits.
The  historically  low interest rates offered on certificates of deposit,  which
are relatively illiquid, also contributed to investors choosing money market and
savings deposits.

<table>
<caption>

(Dollars rounded to nearest thousand)             At           Percentage         At            Percentage
                                             Dec. 31, 2002     of portfolio   June 30, 2002    of portfolio

<S>                                           <C>             <C>             <C>             <C>
Noninterest bearing deposits                      $22,349            11.3%         $22,067         12.0%
Certificates of deposit                            63,474            32.1           62,645         34.1
Savings deposits                                   77,148            39.0           70,825         38.5
Money market deposits                              19,685             9.9           13,883          7.6
NOW deposits                                       15,333             7.7           14,294          7.8
                                              -----------    -------------   -------------    -------------

Total deposits                                   $197,989           100.0%        $183,714        100.0%
                                              ===========    =============   =============    =============

</table>


BORROWINGS

There was no change in the borrowings from the Federal Home Loan Bank between
June 30, 2002 and December 31, 2002.

At December 31, 2002 and June 30, 2002, the Bank had the following borrowings:


           Amount        Rate              Maturity Date
       $4,000,000    2.19% -Fixed             01/14/2003
        2,500,000    6.82% -Fixed             09/02/2004
        2,500,000    6.80% -Fixed             10/04/2005

------------------
       $9,000,000
==================

ACCRUED EXPENSES AND OTHER LIABILITIES

At December 31, 2002,  accrued expenses and other  liabilities  amounted to $1.4
million as  compared  to $0.9  million at June 30,  2002,  an  increase  of $0.5
million.  The increase was primarily due to increased  deferred taxes associated
with unrealized gains on available-for-sale securities.

EQUITY

The  primary  changes  in equity  included  changes  in  retained  earnings  and
accumulated  comprehensive income.  Retained earnings was affected by net income
of $1.2 million and  partially  offset by dividends  paid of $286,000.  Treasury
stock  decreased by $13,000 due to the exercise of 1,208  options under the 2000
Stock Option Plan reducing the number of shares held in treasury to 126,792. Net
unrealized gains  associated with the  available-for-sale  investment  portfolio
caused  accumulated  other  comprehensive  income to increase  by  approximately
$489,000, net of tax. The remaining changes in equity are due to amortization of
compensation  expense associated with the Employee Stock Ownership Plan ("ESOP")
and stock-based  compensation expense associated with the Management Recognition
and Retention Plan.

Comparison of Operating Results for the Six and Three Months
              Ended December 31, 2002 and 2001

GENERAL

Return on average  assets and  return on  average  equity are common  methods of
measuring operating results. Return on average assets increased to 1.02% for the
six months ended December 31, 2002 as compared to 0.75% for the six months ended
December 31, 2001.  These ratios were based on average  assets of $231.7 million
and $193.7  million and net income of $1.2  million and $0.7 million for the six
months ended December 31, 2002 and 2001, respectively.  Return on average assets
increased to 0.93% for the quarter ended  December 31, 2002 as compared to 0.78%
for the quarter  ended  December  31,  2001 and were based on average  assets of
$233.9  million  and $196.3  million and net income of  $544,000  and  $381,000,
respectively.  Return on average  equity  increased  to 8.72% for the six months
ended  December 31, 2002 as compared to 5.71% for the six months ended  December
31,  2001  based  on  average   equity  of  $27.2  million  and  $25.4  million,
respectively for these periods.  Return on average equity increased to 7.90% for
the quarter  ended  December 31, 2002 as compared to 5.99% for the quarter ended
December 31, 2001 based on average equity for the  respective  quarters of $27.5
million  and $25.5  million,  respectively.  The  improvement  in the  return on
average  assets and return on average equity for the three and six month periods
were  primarily  the result of increases  in the net income of the Company.  The
reasons for the increases in net income are further discussed below.

INTEREST INCOME

Total  interest  income  increased  to $6.5  million  for the six  months  ended
December 31, 2002, as compared to $6.1 million for the six months ended December
31, 2001, an increase of $0.4 million,  or 6.6%. Total interest income increased
to $3.2  million for the  quarter  ended  December  31, 2002 as compared to $3.1
million for the quarter ended December 30, 2001, an increase of $0.1 million, or
3.1%.

Interest  earned on loans  represented  the  largest  dollar  increase  in total
interest income.  Interest earned on loans increased  $300,000,  or 6.8% to $4.7
million as compared to $4.4  million  when  comparing  six month  periods  ended
December  31,  2002 and 2001,  respectively.  This  increase  was a result of an
increase in average loans  outstanding of $13.7  million,  to $130.4 million for
the six months ended December 31, 2002 as compared to $116.7 million for the six
months ended December 31, 2001. The increase in average  balance was offset by a
decrease in the yield on such loans which decreased 35 basis points to 7.26% for
the six months  ended  December 31, 2002 as compared to 7.61% for the six months
ended  December 31, 2001.  Similarly,  interest  earned on loans for the quarter
ended  December  31, 2002  increased to $2.3 million as compared to $2.2 million
for the quarter ended  December 31, 2001, an increase of $0.1 million,  or 4.6%.
Average loans  outstanding  for the quarter ended  December 31, 2002 amounted to
$130.9  million as compared to $119.0 million for the quarter ended December 31,
2001, an increase of $11.9  million,  or 10.0%.  The average yield on such loans
decreased to 7.13% for the quarter ended  December 31, 2002 as compared to 7.56%
for the quarter  ended  December 31, 2001, a decrease of 43 basis  points.  Loan
growth  continued  to  be  relatively  strong  despite  the  weakening  economic
conditions.  This growth  appeared  to be spurred by the  current  low  interest
environment which encouraged customers to make household improvements or upgrade
to larger, more expensive homes. Also, the Bank continued to grow its commercial
loan  portfolio  through  efforts to win  commercial  customers  in all areas of
banking products from loans to checking accounts.

Interest  earned on mortgage backed  securities also  contributed to the overall
increase in total  interest  earned when  comparing  the quarters and six months
ended December 31, 2002 and 2001.  Interest income  represented $0.5 million for
the six months  ended  December 31, 2002 as compared to $0.3 million for the six
months  ended  December 31,  2001,  an increase of $0.2  million or 66.7%.  As a
result,  interest  on  mortgage-backed  securities  represented  8.3%  of  total
interest  income for the six months ended  December 31, 2002 as compared to 4.8%
of total  interest  income for the six months  ended  December  31,  2001.  When
comparing  the quarters  ended  December 31, 2002 and 2001,  interest  earned on
mortgage-backed securities had corresponding increases to the six-month periods.
Interest earned on mortgage-backed  securities increased to $0.3 million for the
quarter  ended  December 31,  2002,  as compared to $0.2 million for the quarter
ended December 31, 2001, an increase of $0.1 million, or 50.0%.  Interest earned
on  investment  securities  other  than  mortgage-backed   securities  including
tax-free securities, remained relatively consistent when comparing the three and
six month periods ended December 31, 2002 and 2001.

Federal  Reserve rate cuts and lower  average  balances were the reasons for the
decrease  in amount of federal  funds  interest  income when  comparing  the six
months and quarters ended December 31, 2002 and 2001.  Interest income earned on
federal funds and interest  bearing  deposits  decreased  $114,000,  or 52.1% to
$105,000 for the six months ended  December 31, 2002 as compared to $219,000 for
the six months ended  December 31, 2001. The decrease was a result of a decrease
in the federal funds  average  balance to $10.6 million for the six months ended
December 31, 2002 as compared to $14.0 million for the six months ended December
31,  2001,  a decrease of $3.4  million,  or 24.3%.  The average rate on federal
funds fell 113 basis points to 1.84% for the six months ended  December 31, 2002
from 2.97% for the six months ended December 31, 2001.  Similarly, a decrease in
the average  balance of $1.8  million and 92 basis  points  when  comparing  the
quarters ended December 31, 2002 and 2001,  contributed to a decrease of $35,000
in interest earned on federal funds and interest bearing deposits.

The average balance of all investment  securities increased to $74.7 million for
the six months ended  December 31, 2002 as compared to $49.8 million for the six
months ended  December 31, 2001,  an increase of $24.9  million,  or 50.0%.  The
yield on all investment  securities,  however, fell 136 basis points to 4.49% as
compared to 5.85% when  comparing  the six months  ended  December  31, 2002 and
2001, respectively.  Similarly, the average balance of all investment securities
for the quarter ended  December 31, 2002 amounted to $77.7 million at an average
yield of 4.40% as compared to $51.6 million at an average yield of 5.56% for the
quarter ended December 31, 2001, an increase in average balance of $26.1 million
and a decrease in average yield of 116 basis points.  The growth in the level of
deposits and borrowed money funded the investment portfolio  increases.  The low
interest rate  environment  associated  with several  Federal  Reserve rate cuts
accounted for the decrease in yield.

INTEREST EXPENSE

Interest  expense on deposits  amounted to $2.1 million for the six months ended
December 31, 2002 as compared to $2.4 million for the six months ended  December
31, 2001, a decrease of $0.3  million,  or 12.5%.  Interest  expense on deposits
amounted to $1.0 million for the quarter ended  December 31, 2002 as compared to
$1.2 million for the quarter ended December 31, 2001, a decrease of $0.2 million
or 16.7%. These decreases were the result of decreases in the average rates paid
on all types of deposit accounts despite increases in the average balances.

The most significant  average rate decrease was 143 basis points on certificates
of deposit  which fell to 3.29% for the six months  ended  December  31, 2002 as
compared to 4.72% for the six months ended December 31, 2001. An increase in the
average  balance of certificates of deposit of $2.5 million to $64.3 million for
the six months  ended  December 31, 2002 as compared to $61.8 for the six months
ended  December  31,  2001  partially  offset  the  decrease  in  average  rate.
Similarly, an increase in the average balance of certificates of deposit of $0.7
million to $64.0 million for the quarter ended  December 31, 2002 as compared to
$63.3  million for the quarter  ended  December 31, 2001,  partially  offset the
decrease in average rate of 130 basis points from 4.49% to 3.19% when  comparing
the quarters ended  December 31, 2002 and 2001.  The average  balance of savings
and escrow accounts  increased $23.1 million,  or 33.3% to $92.3 million for the
six months  ended  December  31, 2002 as  compared to $69.2  million for the six
months ended  December 31, 2001.  The decrease in average rate on such  balances
partially  offset the effects of the increase in average  balance on savings and
escrow  accounts.  The average rate on savings and escrow accounts  decreased to
2.04% for the six months  ended  December  31, 2002 as compared to 2.50% for the
six months ended December 31, 2001, a decrease of 46 basis points.  Similarly, a
decrease  of 30 basis  points in the  average  rate paid on  savings  and escrow
accounts partially offset an increase in the average balance of such accounts of
$23.7 million when comparing the quarters ended December 31, 2002 and 2001.

Interest expense on borrowings  increased $44,000 to $216,000 for the six months
ended  December  31,  2002 as  compared  to  $172,000  for the six months  ended
December 31, 2001.  Interest  expense on  borrowings  increased  $22,000 for the
quarter  ended  December  31,  2002 to  $108,000  as compared to $86,000 for the
quarter ended December 31, 2001.  These increases were the result of an increase
in the average  balance of  borrowings  to $9.0  million and decrease in average
rate to 4.80% from $5.0 million in average  balance of  borrowings  and 6.87% in
average rate paid on such borrowings for the three and six months ended December
31, 2002 and 2001, respectively.

NET INTEREST INCOME

Net  interest  income,  a function  of  interest  income and  interest  expense,
increased to $4.3 million for the six months ended December 31, 2002,  from $3.6
million for the six months ended December 31, 2001, an increase of $0.7 million,
or 19.4%.  Net interest  income  increased to $2.1 million for the quarter ended
December 31, 2002 as compared to $1.8 million for the quarter ended December 31,
2001,  an  increase  of $0.3  million,  or  16.7%.  As a result  of  changes  in
interest-earning assets and interest-bearing  liabilities, as well as changes in
the yield and rate on such assets and liabilities, net interest spread increased
to 3.76% for the six months ended December 31, 2002 as compared to 3.64% for the
six months ended December 31, 2001, an improvement of 12 basis points. Also, net
interest margin increased to 3.92% for the six months ended December 31, 2002 as
compared to 3.90% for six months ended  December 31, 2001, an  improvement  of 2
basis points.  The net interest spread remained constant at 3.72% when comparing
the quarters  ended  December 31, 2002 and 2001.  However,  net interest  margin
decreased 7 basis  points to 3.88% for the quarter  ended  December  31, 2002 as
compared to 3.95% for the quarter  ended  December 31, 2001.  These changes were
the result of a continued low interest rate environment  experienced  during the
last  calendar  year.  As assets  mature or the yield on such assets adjust they
have  frequently  been  replaced  with lower  yielding  assets  resulting in the
decreased  net interest  spread and margin when  comparing  the  quarters  ended
December 31, 2002 and 2001. The improvement in net interest  income  contributed
to the overall  improvement  in net income.  In a rising  rate  environment  the
Bank's net  interest  margin and spread would be more likely to shrink than in a
declining rate environment.

PROVISION FOR LOAN LOSSES

The  provision  for loan  losses was  reduced to $30,000 for the quarter and six
month period ended  December 31, 2002 as compared to $68,900 for the quarter and
$98,900 for the six months ended December 31, 2001. The decrease was a result of
the receipt of a large  recovery  which served to meet the reserve  requirements
for the  allowance  in the quarter  ended  September  30,  2002,  as well as the
reduced level of  delinquent  loans when  comparing the time frames.  There were
several  factors  contributing  to a decrease  in the  provision  during the six
months ended  December 31, 2002,  including the receipt of a large recovery of a
portion of a previously  charged-off loan, the continued low level of nonaccrual
loans and delinquent assets relative to the size of the loan portfolio,  and the
relatively  low  level  of  charge-offs  experienced  during  the  last  several
quarters.

NONINTEREST INCOME

Total  noninterest  income  amounted to $1.3  million  for the six months  ended
December 31, 2002 as compared to $0.8 million for the six months ended  December
31, 2001, an increase of $0.5 million,  or 62.5%.  Total noninterest  income for
the  quarter  ended  December  31,  2002  increased  to  $629,000 as compared to
$464,000 for the quarter ended  December 31, 2001,  an increase of $165,000,  or
35.6% Service charges on deposit accounts contributed the largest portion of the
increase in overall noninterest income increasing to $836,000 for the six months
ended  December  31,  2002 as  compared  to  $489,000  for the six months  ended
December 31, 2001, an increase of $347,000,  or 71.0%. The quarterly increase in
service  charges  amounted to $134,000 or 44.4%,  increasing to $436,000 for the
quarter  ended  December 31, 2002 as compared to $302,000 for the quarter  ended
December 31, 2001. The primary item  contributing  to these service  charges was
the introduction of the Carefree Overdraft Privilege program which was initiated
during  October  2001 and has proven to be well liked by  customers of the Bank.
The same fee that  would  apply  to a check  drawn on  insufficient  funds or an
uncollected item is charged when the overdraft  privilege is used;  however,  in
this  case  the  customers'  check  is not  returned,  but  paid  and the fee is
collected.  The  increase  in  the  overall  volume  of  deposit  accounts  also
contributed  to the  increase  in charges on such  accounts  for items such as a
monthly  service  charge on accounts  which fall below certain  minimum  balance
levels.

Other operating  income  increased to $455,000 for the six months ended December
31, 2002 as compared to $327,000 for the six months ended  December 31, 2201, an
increase of $128,000 or 39.1%.  For the quarter  ended  December  31, 2002 other
operating  income  amounted to $192,000 as compared to $162,000  for the quarter
ended December 31, 2001. The most  significant  factor  contributing  to the six
months  increase  in  other  operating  income  was  profit  on the  sale of REO
properties which amounted to approximately  $67,000.  The Bank continues to have
success in its  marketing  of merchant  credit  card  processing  and  upgrading
checking  account  products for  existing  customers  which  enhances the profit
margin on such checking products. Fees earned on debit cards also contributed to
the increases in other operating income for the quarter and six-month periods.

NONINTEREST EXPENSE

Noninterest expense for the six months ended December 31, 2002 increased to $3.8
million as compared to $3.3 million for the six months ended  December 31, 2001,
an increase of $0.5 million,  or 15.2%.  Noninterest  expense  increased to $1.9
million for the quarter ended  December 31, 2002 as compared to $1.7 million for
the quarter  ended  December  31,  2001,  an increase of 11.8%.  The increase in
salaries and employee  benefits of $191,000 and $100,000 when  comparing the six
months and quarters ended December 31, 2002 and 2001, respectively, was a result
of annual salary increases,  increased expenses associated with medical benefits
and retirement plans as well as some additional staffing.  Approximately $30,000
of the  increases in employee  benefits when  comparing  both the six months and
quarters ended December 31, 2002 to 2001 were due to increased  retirement  plan
costs. The increases in furniture and equipment expense of approximately $69,000
when  comparing  the six months and $38,000 when  comparing  the quarters  ended
December 31, 2002 to 2001,  respectively,  resulted from increased  depreciation
expense  associated with the replacement and upgrade of some computers and other
communications  technology. The increases in service and data processing fees of
approximately  $62,000 when  comparing the six months and $36,000 when comparing
the  quarters  ended  December 31, 2002 and 2001,  respectively,  were due to an
increase in the volume of deposit and loan  accounts as well as fees  associated
with  increased ATM  processing.  The decreases in office  supplies were largely
based on supply needs and some  reductions in supply  expenses due to changes in
technology allowing cheaper or more efficiently produced supplies such as forms.
Other  noninterest  expense items which contributed to the increases of $219,000
when  comparing  the six months and $80,000 when  comparing  the quarters  ended
December 31, 2002 and 2001,  respectively  were increases in the commission paid
to the  consultant  which  helped  coordinate  the  kick-off  of  the  overdraft
privilege program,  additional  advertising associated with several programs the
Bank is promoting,  additional or increased  computer  licensing  fees and other
computer  security  expenses as well as  increases  in postage  expenses  due to
postal rate  increases  and volume  increases  related to more  deposit and loan
accounts.  Some expenses have  increased as a result of the overdraft  privilege
program including the charge-off of uncollected balances on overdrawn accounts.

INCOME TAXES

The provision  for income taxes  directly  reflects the expected tax  associated
with  the  revenue   generated  for  the  given  year  and  certain   regulatory
requirements.  Income tax expense increased to $530,000 for the six months ended
December 31, 2002 from  $277,000 for the six months ended  December 31, 2001, an
increase of $253,000,  or 91.3%.  The effective tax rate  increased to 30.9% for
the six months ended  December 31, 2002, as compared to 27.7% for the six months
ended December 31, 2001 in  anticipation  of the effective rate required for the
fiscal year ending June 30,  2003.  A major  reason for the change in  effective
rate was due to the  expected  decrease in the  percentage  of total income that
municipal  securities and other tax free  investments are expected to contribute
to total income during the current fiscal year.

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

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

Mortgage loan commitments  totaled $4.3 million at December 31, 2002. The unused
portion  of  overdraft  lines of credit  amounted  to $0.8  million,  the unused
portion of home equity lines of credit amounted to $1.7 million,  and the unused
portion of commercial  lines of credit  amounted to $1.7 million at December 31,
2002. The Company  anticipates  that it will have sufficient  funds available to
meet current loan commitments based on the level of cash and cash equivalents as
well as the available for sale investment portfolio.

The Bank met all regulatory capital  requirements at December 31, 2002 and 2001.
Consolidated  shareholders' equity represented 11.8% of total assets at December
31, 2002 and 12.0% of total assets of June 30, 2002.

Item 3. Controls and Procedures

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





Part II.    Other Information


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

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

      Item 3.     Defaults Upon Senior Securities
                  Not applicable

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

On October 23, 2002, the Company held an annual meeting of shareholders.  At the
meeting,  proposals to (1) elect Directors Dennis R. O'Grady and Martin C. Smith
each to serve as director for three-year  terms and until their  successors have
been   elected   and    qualified,    and   (2)   ratify   the   engagement   of
PricewaterhouseCoopers  LLP, to be the Company's  auditors for the June 30, 2003
fiscal year were approved.  There were no broker  non-votes.  The votes cast for
and against these proposals were as follows:


    Election to the Board Directors                        For          Withheld

    Dennis R. O'Grady                                   1,916,457        1,333

    Martin C. Smith                                     1,919,393        1,397


    Ratification of PricewaterhouseCoopers LLP
                                           For             Against       Abstain

        Number of votes                   1,910,167         6,235         1,388


Item 5.     Other Information
            Not applicable

Item 6.     Exhibits and Reports on Form 8-K

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

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

(b)  No Form 8-K reports were filed during the quarter ended December 31, 2002.




                                   SIGNATURES



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


      Greene County Bancorp, Inc.

      Date:  February 14, 2003

      By: /s/ J. Bruce Whittaker



      J. Bruce Whittaker
      President and Chief Executive Officer





      Date:  February 14, 2003

      By: /s/ Michelle Plummer



      Michelle Plummer
      Chief Financial Officer and Treasurer




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


I, J. Bruce Whittaker, President and Chief Executive Officer, certify that:

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

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

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

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

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

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

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

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

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

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

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



Date:  February 14, 2003                         /s/ J. Bruce Whittaker
                                                ____________________________

                                          President and Chief Executive Officer



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


I, Michelle Plummer, Chief Financial Officer and Treasurer, certify that:

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

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

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

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

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;
b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

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

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

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

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

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



Date:  February 14, 2003                         /s/ Michelle Plummer
                                                __________________________

                                          Chief Financial Officer and Treasurer


<page>
                                  EXHIBIT 99.1

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

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

This statement is being  furnished in connection  with the filing by the Company
     of the  Company's  Quarterly  Report on Form 10-QSB for the  quarter  ended
     December 31, 2002 (the "Report").

By execution of this statement, I certify that:

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


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

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


February 14, 2003                                    /s/ J. Bruce Whittaker
                                                    _______________________
Dated                                                    J. Bruce Whittaker

<page>
                                  EXHIBIT 99.1

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

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

This statement is being  furnished in connection  with the filing by the Company
     of the  Company's  Quarterly  Report on Form 10-QSB for the  quarter  ended
     December 31, 2002 (the "Report").

     By execution of this statement, I certify that:

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


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

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


February 14, 2003                                    /s/ Michelle Plummer
                                                    _______________________
Dated                                                    Michelle Plummer