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 QUARTER ENDED MARCH 31, 2002

                                       OR

 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF15(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 May 10, 2002, the  registrant had 2,152,835  shares of common stock issued
at $ .10 par value, and 2,022,135 were outstanding.











<PAGE>



                           GREENE COUNTY BANCORP, INC.


 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                       9-11

 Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of  Operations                                      12-21


 Item 3.     Market Risk                                                    21

PART II.      OTHER INFORMATION

  Item 1.     Legal Proceedings                                              22

  Item 2.     Changes in Securities and Use of Proceeds                      22

  Item 3.     Defaults Upon Senior Securities                                22

  Item 4.     Submission of Matters to a Vote of Security Holders            22

  Item 5.     Other Information                                              22

  Item 6.     Exhibits and Reports on Form 8-K                               22

              Signatures                                                     23


<PAGE>

                           Greene County Bancorp, Inc.
                 Consolidated Statements of Financial Condition
                     As of March 31, 2002 and June 30, 2001


<table>

ASSETS                                                                             March 31, 2002             June 30, 2001
                                                                                    (Unaudited)

<S>                                                                                   <C>                        <C>
ASSETS
Cash and due from banks                                                           $ 6,078,926                  $   5,336,195
Federal funds sold                                                                 10,934,357                     13,468,163
                                                                                -------------                  -------------
    Total cash and cash equivalents                                                17,013,283                     18,804,358

Investment securities, at fair value                                               60,479,375                     48,875,229
Federal Home Loan Bank stock, at cost                                               1,121,100                        939,600

Loans                                                                             126,784,566                   110,920,369
Less: Allowance for loan losses                                                    (1,028,731)                     (886,081)
         Unearned origination fees and costs, net                                    (277,377)                     (277,277)
                                                                                -------------                  -------------
    Net loans receivable                                                          125,478,458                    109,757,011

Premises and equipment                                                              5,028,613                      5,052,208
Accrued interest receivable                                                         1,394,710                      1,357,239
Prepaid expenses and other assets                                                     347,863                        288,914
Other real estate owned                                                                30,229                         30,229
                                                                                -------------                  -------------
               Total assets                                                      $210,893,631                   $185,104,788
                                                                                =============                  =============

LIABILITIES AND SHAREHOLDERS'  EQUITY
Non-interest bearing deposits                                                     $20,062,136                    $18,418,308
Interest bearing deposits                                                         155,611,055                    135,774,206
                                                                                -------------                  -------------
    Total deposits                                                                175,673,191                    154,192,514

Borrowings from FHLB                                                                9,000,000                      5,000,000
Accrued expenses and other liabilities                                                650,819                        623,038
Accrued income taxes                                                                  123,680                        195,646
                                                                                -------------                  -------------
                Total liabilities                                                 185,447,690                    160,011,198

Shareholders' equity
Preferred stock,
  Authorized:1,000,000 shares at March 31,2002  and June 30, 2001;                    ---                          ---
Common stock, par value $.10 per share;
   Authorized:12,000,000 shares at March 31, 2002 and June 30, 2001;
   Issued:      2,152,835 shares at March 31, 2002 and June 30, 2001;
   Outstanding: 2,022,135 shares at March 31, 2002;
                2,040,355 shares at June 30, 2001                                     215,284                        215,284
Additional paid-in capital                                                         10,085,762                     10,188,573
Retained earnings                                                                  16,704,774                     15,993,025
Accumulated other comprehensive income                                                447,414                        499,022
Less: Treasury stock, at cost 130,700 shares at March 31, 2002; and
                              112,480  shares  at  June  30,  2001,                (1,400,444)                    (1,075,923)

         Unearned stock-based compensation                                           (171,045)                      (229,753)
         Unearned ESOP shares at cost, 49,972 shares at March 31, 2002;and
                                       58,516   shares  at  June  30,  2001,         (435,804)                      (496,638)
                                                                                 -------------                  -------------
               Total shareholders' equity                                          25,445,941                     25,093,590
                                                                                --------------                 --------------
               Total liabilities and shareholders' equity                        $210,893,631                   $185,104,788
                                                                                 =============                  =============
</table>
See notes to consolidated financial statements.

<PAGE>


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


<TABLE>

                                                                                       2002                            2001
<S>                                                                               <C>                           <C>
Interest income:
    Loans                                                                          $2,298,935                     $2,000,082
    Investment securities                                                             455,109                        567,583
    Mortgage-backed securities                                                        212,168                        100,036
    Tax free securities                                                               108,100                        116,506
    Interest bearing deposits and federal funds sold                                   56,805                        123,757
                                                                                -------------                   ------------
Total interest income                                                               3,131,117                      2,907,964

Interest expense:
    Interest on deposits                                                            1,085,708                      1,209,706
    Interest on borrowings                                                            102,439                        162,090
                                                                                -------------                  -------------
Total interest expense                                                              1,188,147                      1,371,796

Net interest income                                                                 1,942,970                      1,536,168

Less: Provision for loan losses                                                        60,000                         15,000
                                                                                -------------                  -------------


Net interest income after provision for loan losses                                 1,882,970                      1,521,168
                                                                                --------------                 -------------


Non-interest income:
    Service charges on deposit accounts                                               297,633                        125,638
    Other operating income                                                            197,486                        108,304
                                                                                -------------                  -------------
Total non-interest income                                                             495,119                        233,942

Non-interest expense:
    Salaries and employee benefits                                                    831,563                        755,621
    Occupancy expense                                                                  94,588                         98,284
    Equipment and furniture expense                                                   117,343                        110,732
    Service and data processing fees                                                  160,133                        131,988
    Office supplies                                                                    33,126                         33,526
    Other                                                                             533,109                        376,679
                                                                                -------------                  -------------

Total non-interest expense                                                          1,769,862                      1,506,830

Income before provision for income taxes                                              608,227                        248,280

Provision for income taxes                                                            140,500                         35,700
                                                                                -------------                  -------------


Net income                                                                           $467,727                       $212,580
                                                                                ==============                  =============


Basic EPS                                                                               $0.24                          $0.11
Basic average shares outstanding                                                    1,955,078                      1,974,262

Diluted EPS                                                                             $0.23                          $0.11
Diluted average shares outstanding                                                  2,013,215                      2,000,924

</TABLE>
See notes to consolidated financial statements.

<PAGE>


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

<table>

                                                                                      2002                           2001
<S>                                                                               <C>                           <C>
Interest income:
    Loans                                                                          $6,736,453                     $5,827,525
    Investment securities                                                           1,474,842                      1,657,332
    Mortgage-backed securities                                                        510,405                        335,025
    Tax free securities                                                               325,388                        345,270
    Interest bearing deposits and federal funds sold                                  275,448                        391,548
                                                                                -------------                  -------------
Total interest income                                                               9,322,536                      8,556,700

Interest expense:
    Interest on deposits                                                            3,493,245                      3,620,351
    Interest on borrowings                                                            274,088                        500,053
                                                                                -------------                  -------------
Total interest expense                                                              3,767,333                      4,120,404

Net interest income                                                                 5,555,203                      4,436,296

Less: Provision for loan losses                                                       158,900                         45,000
                                                                                -------------                  -------------

Net interest income after provision for loan losses                                 5,396,303                      4,391,296
                                                                                -------------                  -------------


Non-interest income:
    Service charges on deposit accounts                                               786,531                        383,971
    Other operating income                                                            524,794                        401,775
                                                                                -------------                  -------------
Total non-interest income                                                           1,311,325                        785,746

Non-interest expense:
    Salaries and employee benefits                                                  2,460,858                      2,185,547
    Occupancy expense                                                                 274,203                        249,706
    Equipment and furniture expense                                                   335,422                        309,541
    Service and data processing fees                                                  468,698                        385,188
    Office supplies                                                                   109,737                         89,330
    Other                                                                           1,447,727                      1,075,998
                                                                                -------------                  -------------

Total non-interest expense                                                          5,096,645                      4,295,310

Income before provision for income taxes                                            1,610,983                        881,732

Provision for income taxes                                                            417,900                        207,866
                                                                                -------------                  -------------


Net income                                                                         $1,193,083                       $673,866
                                                                                =============                  =============


Basic EPS                                                                               $0.61                          $0.34
Basic average shares outstanding                                                    1,959,546                      1,977,255

Diluted EPS                                                                             $0.59                          $0.34
Diluted average shares outstanding                                                  2,012,285                      1,994,882


</table>
See notes to consolidated financial statements.

<PAGE>


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


<table>

                                                                                       2002                          2001
<S>                                                                                <C>                          <C>

Net income                                                                           $467,727                       $212,580
                                                                                  -----------                  -------------

Other comprehensive (loss) / income:

Unrealized holding (loss) / gain arising during the three months
  ended March 31, 2002 and 2001, net of tax benefit / (expense)
  of $196,712 and ($298,179), respectively.                                          (295,069)                       447,042
                                                                                -------------                  -------------

Total other comprehensive (loss) / income                                            (295,069)                       447,042
                                                                                -------------                  -------------


Comprehensive (loss)/ income                                                         $172,658                       $659,622
                                                                                =============                  =============
</table>


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


<table>

                                                                                     2002                            2001
<S>                                                                                <C>                          <C>

Net income                                                                         $1,193,083                       $673,866
                                                                                -------------                  -------------


Other comprehensive income:

Reclassification adjustment, net of income tax expense ($12,712)                          ---                        (16,851)

Unrealized holding (loss)/ gain arising during the nine months
  ended March 31, 2002 and 2001, net of tax benefit / (expense)
  of $34,407 and ($743,008), respectively.                                            (51,608)                     1,074,040
                                                                                -------------                  -------------

Total other comprehensive (loss)/ income                                              (51,608)                     1,057,189
                                                                                --------------                  -------------


Comprehensive income                                                               $1,141,475                     $1,731,055
                                                                                =============                  =============


</table>
See notes to consolidated financial statements.

<PAGE>


                           Greene County Bancorp, Inc.
           Consolidated Statements of Changes in Shareholders' Equity
                For the Nine Months Ended March 31, 2002 and 2001


<table>


                                                               Accumulated                                               Total
                                  Additional                     Other                         Unearned     Unearned  Shareholders'
                       Capital    Paid - In       Retained    Comprehensive     Treasury     Stock-based      ESOP      Equity
                         Stock     Capital        Earnings       Income          Stock       Compensation   Shares
<S>                    <C>        <C>           <C>           <C>             <C>            <C>            <C>        <C>
Balance at
June 30, 2000          $215,284  $10,319,859    $15,526,092      ($524,546)   ($1,019,976)     ($333,690)   ($589,074) $23,593,949

ESOP shares earned                        58                                                                   68,586       68,644

Stock-based
compensation
earned                                                                                            53,629                    53,629

MRP shares issued                   (115,928)                                     115,928                                   ---

Treasury stock
repurchased                                                                      (171,875)                                (171,875)

Dividends paid                                     (493,305)                                                              (493,305)

Net income                                          673,866                                                                673,866

Change in unrealized
gain, net                                                         1,057,189                                              1,057,189

Balance at
March 31, 2001         $215,284  $10,203,989    $15,706,653        $532,643   ($1,075,923)     ($280,061)   ($520,488) $24,782,097
                       ============================================================================================================

Balance at
June 30, 2001          $215,284  $10,188,573    $15,993,025        $499,022   ($1,075,923)     ($229,753)   ($496,638) $25,093,590

ESOP shares earned                    25,988                                                                   60,834       86,822

Options exercised                    (28,125)                                     105,930                                   77,805

MRP shares issued                   (100,674)                                     100,674                                     ---

Stock-based
compensation
earned                                                                                            58,708                    58,708

Treasury stock
repurchased                                                                      (531,125)                                (531,125)

Dividends paid                                     (481,334)                                                              (481,334)

Net income                                        1,193,083                                                              1,193,083

Change in unrealized
(loss), net                                                         (51,608)                                               (51,608)

Balance at
                       ------------------------------------------------------------------------------------------------------------
March 31, 2002         $215,284  $10,085,762    $16,704,774        $447,414   ($1,400,444)     ($171,045)   ($435,804) $25,445,941
                       ============================================================================================================

</table>
See notes to consolidated financial statements.

<PAGE>

                           Greene County Bancorp, Inc.
                      Consolidated Statements of Cash Flows
                For the Nine Months Ended March 31, 2002 and 2001


<table>
                                                                                     2002                 2001
Cash flows from operating activities:
<S>                                                                            <C>                    <C>
Net Income                                                                     $1,193,083             $673,866
Adjustments to reconcile net income to cash provided by operating
activities:
     Depreciation                                                                 340,175             296,000
     Net, accretion of discounts                                                   (2,774)             (2,137)
     Provision for loan losses                                                    158,900              45,000
     ESOP and other stock-based compensation earned                               145,530             122,273
     Loss on sale of investments                                                      ---               9,437
     Net gain on sale of other real estate                                        (22,945)             (6,158)
     Net (decrease)increase in accrued income taxes                               (71,966)             80,893
     Net increase in accrued interest receivable                                  (37,471)            (67,138)
     Net increase in prepaid and other assets                                     (58,949)            (27,131)
     Net increase (decrease) in other liabilities                                  62,188             (67,421)
                                                                      --------------------    -----------------

          Net cash provided by operating activities                             1,705,771           1,057,484

Cash flows from investing activities:
     Proceeds from maturities of securities                                     4,155,123           7,616,469
     Proceeds from sale of securities and other investments                           ---           2,966,765
     Purchases of securities and other investments                             (8,736,012)        (11,287,785)
     Principal payments on securities                                           2,611,077           1,426,402
     Principal payments on mortgage-backed securities                           3,297,436           2,138,789
     Purchases of mortgage-backed securities                                  (13,209,625)         (2,980,841)
     Proceeds from sale of other real estate                                      110,144             157,291
     Net increase in loans receivable                                         (15,967,546)         (6,162,952)
     Purchases of premises and equipment                                         (303,466)           (303,953)
                                                                      --------------------    -----------------

          Net cash used in investing activities                               (28,042,869)          (6,429,815)

Cash flows from financing activities:
     (Payments to)/ borrowings from FHLB                                        4,000,000          (2,500,000)
     Dividends paid                                                              (481,334)           (493,305)
     Repurchase of common stock                                                  (531,125)           (171,875)
     Proceeds from exercised options                                               77,805                  ---
     Net increase in deposits                                                  21,480,677           7,494,300
                                                                      --------------------    -----------------

          Net cash provided by financing activities                            24,546,023           4,329,120

Net decrease in cash and cash equivalents                                      (1,791,075)         (1,043,211)

Cash and cash equivalents at beginning of period                               18,804,358          15,813,605
                                                                      --------------------    -----------------


Cash and cash equivalents at end of period                                    $17,013,283         $14,770,394
                                                                      ====================    =================
</table>
See notes to consolidated financial statements.

<PAGE>

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

(1)      Basis of Presentation

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of Greene County  Bancorp,  Inc. (the  "Company")  and its wholly owned
subsidiary,  The Bank of Greene  County (the "Bank").  The financial  statements
have been prepared in accordance with Generally Accepted  Accounting  Principles
(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,  2001,  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 nine
months ended March 31, 2002 are not  necessarily  indicative of results that may
be expected for the entire fiscal year ending June 30, 2002.



The Company's critical  accounting policy relates to the allowance for losses on
loans.  It is based on  management's  opinion of an amount  that is intended to
absorb  losses in the existing  portfolio.  The allowance for losses on loans 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  of  which  full  collectability  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  loan  loss
allowance.


(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 generally  accepted
accounting principles 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 for loan losses (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)      Charter Conversion

On August 15, 2000, the Board of Directors of the Company unanimously approved a
plan to convert the Company  from a Delaware  corporation  regulated  by the New
York  Superintendent  of Banks and the Board of Governors of the Federal Reserve
System to a Federal  corporation  regulated by the Office of Thrift  Supervision
(the "OTS").  On April 2, 2001, the OTS approved the charter  conversion,  which
was  approved  by the  shareholders  of the Company on November  27,  2000.  The
Charter  conversion was completed on May 15, 2001.  The mutual  holding  company
(the "MHC") of the Company  also  converted  from a state to federal  charter on
that date.

Among other things, the charter  conversions permit the MHC to waive the receipt
of  dividends  paid by the Company  without  causing  dilution to the  ownership
interest  of  the  Company's   shareholders   other  then  the  MHC   ("Minority
Shareholders")  in the  event  of a  conversion  of the MHC to stock  form.  The
waiving  of  dividends  will  increase  Company  resources  available  for stock
repurchases, payment of dividends to Minority Shareholders, and investments.

As a  financial  institution  subsidiary  of the Company  following  the charter
conversion, the Bank must maintain at least 65% of its "portfolio assets" (total
assets minus goodwill and other intangible assets, office property and specified
liquid  investments  up to 20% of total  assets)  in certain  "qualified  thrift
investments"  (primarily  loans to purchase,  refinance,  construct,  improve or
repair domestic residential housing, home equity loans,  securities backed by or
representing  an interest in  mortgages  on domestic  residential  housing,  and
Federal Home Loan Bank stock) in at least 9 months out of every 12 month period.
A savings  institution that fails the qualified thrift lender test is subject to
certain operating restrictions and may be required to convert to a bank charter.
At  March  31,  2002,  the Bank  maintained  74.5% of its  portfolio  assets  in
qualified thrift investments.

(5)      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
common stock (such as stock options and unvested restricted stock) issued became
vested  during the period.  Unallocated  common  shares held by the ESOP are not
included in the weighted-average  number of common shares outstanding for either
the basic or diluted earnings per share calculations.


<table>
                                                        Weighted Average
                                                        Number of Shares
                                     Net Income           Outstanding           Earnings Per Share
Three Months Ended
<S>                              <C>                       <C>                 <C>
March 31, 2002:                     $467,727
   Basic EPS                                               1,955,078               $0.24
   Diluted EPS                                             2,013,215               $0.23


March 31, 2001:                     $212,580
   Basic EPS                                               1,974,262               $0.11
   Diluted EPS                                             2,000,924               $0.11

Nine Months Ended
March 31, 2002:                   $1,193,083
   Basic EPS                                               1,959,546               $0.61
   Diluted EPS                                             2,012,285               $0.59


March 31, 2001:                     $673,866
   Basic EPS                                               1,977,255               $0.34
   Diluted EPS                                             1,994,882               $0.34


</table>


(6)      Dividends

The Board of Directors  approved a  semi-annual  $0.25 cash dividend on July 18,
2001, for shareholders of record August 15, 2001,  payable September 1, 2001. In
addition,  on January 15, 2002,  the Board of Directors  declared a  semi-annual
cash  dividend of $0.28 per share of the Company's  common  stock.  The dividend
reflects an annual cash  dividend rate of $0.56 per share,  which  represents an
increase  from the previous  annual cash  dividend  rate of $.50 per share.  The
dividend was payable to shareholders of record as of February 15, 2002, and paid
on March 1, 2002.


(7)      Impact of Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board issued Statement No. 141,
"Business  Combinations",   which  requires  all  business  combinations  to  be
accounted for under the purchase  method of  accounting,  thus  eliminating  the
pooling of interest  method of  accounting.  The  adoption of this  statement in
fiscal  2002  will  have  no  impact  on the  Company's  consolidated  financial
statements.

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 will have no impact on the Company's  consolidated
financial statements.

In August 2001, the Financial  Accounting  Standards Board issued  Statement No.
143,  "Accounting  for Asset  Retirement  Obligations",  which requires the fair
value of a liability for an asset retirement  obligation to be recognized in the
period in which it is  incurred  if a  reasonable  estimate of fair value can be
made.  The  associated  asset  retirement  costs are  capitalized as part of the
carrying amount of long-lived assets. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. The Company is currently reviewing this statement
to determine its effect on the Company's financial statements.

In August 2001, the Financial  Accounting  Standards Board issued  Statement No.
144,  "Accounting  for the Impairment or Disposal of Long-Lived  Assets",  which
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to be Disposed of", and the  accounting  and  reporting
provisions  of APB No.  30.  SFAS No. 144  addresses  financial  accounting  and
reporting for the  impairment or disposal of long-lived  assets and is effective
for fiscal years  beginning  after December 15, 2001, and interim periods within
those  fiscal  years.  The Company is  currently  reviewing  this  statement  to
determine its effect on the Company's consolidated 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, non-interest income and
non-interest expense. Non-interest income consists primarily of fees and service
charges. The Company's non-interest 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:


<table>
<S>      <C>
(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.
</table>

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 March 31, 2002 and June 30, 2001

ASSETS.  Total assets  increased to $210.9 million at March 31, 2002 from $185.1
million at June 30, 2001, an increase of $25.8 million,  or 13.9%.  The increase
in assets was  primarily  due to loan and  investment  growth that was funded by
increases in interest-bearing deposits,  decreases in federal funds holdings and
additional  borrowings  from the FHLB. The merger of a local  competitor with an
out-of-area  institution  has continued to help in efforts to promote the Bank's
lending and deposit products.

CASH AND CASH  EQUIVALENTS.  Cash and due from banks decreased $1.8 million,  or
9.6%,  to $17.0  million at March 31, 2002 from $18.8  million at June 30, 2001.
The level of cash and due from banks  results  from  fluctuations  due to normal
deposit account clearing activities and vault cash needs, based on customer cash
needs.  Federal  funds sold  decreased  to $10.9  million at March 31, 2002 from
$13.5  million at June 30, 2001, a decrease of $2.6 million,  or 19.3%.  Federal
funds sold are  partially  a  function  of account  clearing  needs and  deposit
levels, which can fluctuate  significantly on a daily basis. However, during the
nine month period ended March 31, 2002, management attempted to invest in higher
yielding investment securities while maintaining adequate liquidity to fund loan
growth.

INVESTMENT SECURITIES. Investment securities increased to $60.5 million at March
31, 2002 from $48.9 million at June 30, 2001, an increase of $11.6  million,  or
23.7%. Purchases were made of $21.9 million of investment securities as follows;
$13.2  million  of U.S.  agency  mortgage-backed  securities;  $8.0  million  of
callable U.S.  agency  securities  and the  remaining  $700,000 of various other
types of investment  securities.  These  purchases were offset by maturities and
principal pay-downs.  Maturities amounted to $4.1 million and pay-downs amounted
to $5.9 million during the  nine-month  period ended March 31, 2002. Net premium
and discount and changes in the market value of the investments  represented the
remainder  of the  changes.  As a result  of  these  activities  the  investment
portfolio mix shifted.  Mortgage-backed securities represented $18.1 million, or
29.9%,  of the  investment  portfolio  at March 31,  2002,  as  compared to $8.8
million,  or 18.0%,  of the  portfolio  at June 30, 2001.  Corporate  securities
represented  $21.5  million,  or 35.7%,  of the  portfolio  at March 31, 2002 as
compared to $23.4  million,  or 47.9%,  of the portfolio at June 30, 2001.  U.S.
government  agencies  represented  $8.9 million,  or 14.7%,  of the portfolio at
March 31,  2002,  as compared to $1.8  million,  or 3.7%,  as of June 30,  2001.
Change in the interest rate environment and economic conditions,  as well as the
availability  of securities  contributed to the decisions to shift the portfolio
mix.

During the nine months ended March 31, 2002, the Bank pledged  $200,000 of state
and political  securities  as required by a local  community  organization  that
occasionally  maintains  more than $100,000 in deposits that would be insured by
FDIC insurance.


<table>

(Dollars Rounded to nearest thousand)
                                           Market value at    Percentage       Market value at      Percentage
                                           Mar. 31, 2002     of portfolio      June 30, 2001       of portfolio
<S>                                            <C>            <C>             <C>                 <C>
U.S. Treasuries                                   $---          0.0%           $1,005               2.0%
U.S. Government Agencies                         8,890         14.7%            1,794               3.7%
State and political subdivisions                 9,329         15.4%            9,420              19.3%
Mortgage-backed securities                      18,098         29.9%            8,783              18.0%
Asset-backed securities                          1,411          2.3%            3,300               6.8%
Corporate debt securities                       21,549         35.7%           23,432              47.9%
                                            ------------------------------------------------------------

Total debt securities                           59,277         98.0%           47,734              97.7%

Equity securities and other                      1,202          2.0%            1,141               2.3%

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

Total available-for-sale securities            $60,479        100.0%          $48,875             100.0%
                                            ============================================================
</table>

LOANS. Net loans  receivable  increased to $125.5 million at March 31, 2002 from
$109.8  million at June 30, 2001, an increase of $15.7  million,  or 14.3%.  The
increase in loans was a result of the generally  decreasing market interest rate
environment  that  increased   customer  demand,   particularly  for  fixed-rate
residential  mortgage  loans.  There has been a decrease in demand for  consumer
installment  loans since the tragedy of September 11, 2001, as such  installment
loans which represented 4.5%, or $5.6 million of the portfolio at March 31, 2002
as compared to 5.5%, or $6.1 million at June 30, 2001. A factor  contributing to
the increase in the Bank's market share of the local lending demand was a merger
of a  former  competitor  with  an  out-of-area  institution.  Growth  primarily
occurred  in  commercial  real  estate  mortgages  and  residential  real estate
mortgages,  which includes construction loans. Residential real estate mortgages
increased to $101.2 million at March 31, 2002, an increase of $11.7 million,  or
13.0%.  The majority of the increase in residential  real estate occurred in the
conventional  fixed rate product which  increased  $10.4 million,  or 14.1%,  to
$83.9  million over the  nine-month  period  ended March 31, 2002.  Construction
loans for residential real estate also increased $1.9 million to $3.9 million at
March 31, 2002.  These increases were partially offset by a decrease in variable
rate  residential   mortgages.   The  Bank  has  experienced  some  increase  in
refinancing  activity  particularly  in the quarter ended March 31, 2002.  Fixed
rate commercial real estate loans also increased $2.5 million, or 81.4%, to $5.5
million at March 31,  2002 as compared to $3.0  million at June 30,  2001.  This
increase  in  fixed  rate  commercial  mortgages  influenced  the  shift  in the
portfolio  composition and mix more than any other fluctuation.  Commercial real
estate  represented  4.7% for the loan portfolio at June 30, 2001, and has grown
to represent 6.4% of the portfolio at March 31, 2002. This shift was due in part
to business  development efforts to attract commercial  customers to the various
products and services offered by the Bank.



<table>

(Dollars Rounded to nearest thousand)
                                         At           Percentage        At              Percentage
                                   Mar. 31, 2002    Of portfolio     June 30, 2001    of portfolio
<S>                                     <C>             <C>            <C>               <C>
Real estate mortgages
   Residential                          $101,191         79.8%          $89,528            80.7%
   Commercial                              8,143          6.4%            5,239             4.7%
Home equity loans                          6,793          5.4%            6,138             5.6%
Commercial loans                           4,470          3.5%            3,291             3.0%
Installment loans                          5,633          4.5%            6,128             5.5%
Passbook loans                               554          0.4%              596             0.5%
                                   -------------    -----------       ------------     -------------
Total loans                             $126,784        100.0%         $110,920           100.0%
                                   =============    ===========       ============     =============

</table>

<PAGE>


ALLOWANCE FOR LOAN LOSS.  The allowance for loan loss is  established  through a
provision for loan losses based on  management's  evaluation of the known losses
or inherent  losses in the loan  portfolio that are both probable and reasonable
to estimate. 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 the loan loss  allowance.  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.
Management  will  continue to monitor and modify the level of the  allowance for
loan  losses in order to  maintain  it at a level  which  management  intends to
provide for  potential  loan losses.  The level of allowance for loan losses has
been  affected by the growth in the overall loan  portfolio as well as growth in
the commercial- type loans.

In October 2001, the Bank offered a new
product called Carefree Overdraft  Protection,  which permits the overdrawing of
checking  accounts to various  levels  based on the account  type,  and customer
history.  Consequently,  the Bank  extended  more  credit  on  checking  and NOW
accounts  than in the past and an increase in the  allowance for loan losses was
established of $23,900, which contributed to the overall increase in the size of
the provision and the allowance itself.


<table>

                                                            Nine-Months Ended          Fiscal Year Ended
                                                             March 31, 2002                June 30, 2001
<S>                                                            <C>                       <C>
Balance at the beginning of the period                               $886,081                $866,443
Charge-offs:
     Commercial real estate mortgage loans                                ---                  26,432
      Home equity loans                                                 2,380                     ---
     Installment loans to individuals                                  27,774                  50,483
                                                         ---------------------      --------------------

Total loans charged off                                                30,154                  76,915

Recoveries:
     Installment loans to individuals                                  13,904                  36,553
                                                         ---------------------      --------------------

Total recoveries                                                       13,904                  36,553

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

Net charge-offs                                                        16,250                  40,362

Provisions charged to operations                                      158,900                  60,000
                                                         ---------------------      --------------------

Balance at the end of the period                                   $1,028,731                $886,081
                                                         =====================      ====================


Ratio of net charge-offs to average loans outstanding                   0.01%                   0.04%
Ratio of net charge-offs to nonperforming assets                       12.15%                   5.22%
Allowance for loan loss to nonperforming loans                        994.18%                 119.18%
Allowance for loan loss to net loans                                    0.82%                   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  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.  OREO is considered nonperforming. The Bank had no accruing loans
delinquent  more than 90 days at March 31, 2002 or June 30, 2001. The relatively
low  level of  nonaccrual  loans  at March  31,  2002 was not  considered  to be
sustainable  or truly  representative  of the  level of losses  inherent  in the
portfolio  as  such  management  did not  feel an  adjustment  to the  level  of
allowance for loan loss or provision was prudent at this time.

Analysis of Nonaccrual Loans and Nonperforming Assets

<table>


                                                              At March 31, 2002     At June 30, 2001
<S>                                                              <C>                  <C>
Nonaccruing loans:
  Real estate mortgage loans
     Residential mortgages loans (one- to four-family)               $59,267           $660,607
     Commercial mortgage loans                                           ---             71,711
   Home equity                                                           ---              2,380
   Installment loans to individuals                                   44,208              8,770
                                                         --------------------  ------------------


Total nonaccruing loans                                              103,475            743,468

Real Estate Owned:
   Residential mortgages loans (one- to four-family)                     ---                ---
   Commercial mortgage loans                                          30,229             30,229
                                                         --------------------  ------------------


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


Total nonperforming assets                                          $133,704           $773,697
                                                         ====================  ==================


Total nonperforming assets
   as a percentage of total assets                                     0.06%              0.42%

Total nonperforming loans to total gross loans                         0.08%              0.67%
</table>




DEPOSITS.  Total  deposits  increased  to $175.7  million at March 31, 2002 from
$154.2 million at June 30, 2001, an increase of $21.5 million,  or 13.9%. Growth
has  occurred in all deposit  products  during the nine month period ended March
31, 2002.  Savings  accounts  increased most  significantly  to $65.4 million at
March 31,  2002 as compared to $57.0  million at June 30,  2001,  an increase of
$8.4  million,  or  14.7%.  Certificates  of  deposit  accounts  also  increased
significantly  to $63.5 million at March 31, 2002 from $58.1 million at June 30,
2002, an increase of $5.4 million, or 9.3%. It should be noted that the relative
mix of the deposit base remained  relatively  consistent  between March 31, 2002
and June 30, 2001.  There were no  significant  shifts  between  product  types.
However,  it appears that the length of maturity of the average  certificate  of
deposit has  shortened to one year or less.  This was a result of the  declining
and relatively low interest rate environment experienced during this time frame.
Management was able to widen net interest margins and spreads as a result of the
lower interest rate  environment.  The Bank has been successful in marketing its
products and services to local  commercial  accounts  which has  contributed  to
growth in money market and checking accounts. A shift in the level of investment
in the stock market to more  conservative  investment  alternatives such as cash
accounts appears to have enhanced deposit growth.


<table>

(Dollars Rounded to nearest thousand)
                                           At              Percentage           At          Percentage
                                     March 31, 2002      of portfolio    June 30, 2001     of portfolio

<S>                                      <C>               <C>              <C>              <C>
Non-interest bearing deposits               $20,062            11.4%         $18,418           11.9%
Certificates of deposit                      63,486            36.1%          58,113           37.7%
Savings deposits                             65,428            37.3%          57,021           37.0%
Money market deposits                        13,315             7.6%           9,194            6.0%
NOW deposits                                 13,382             7.6%          11,446            7.4%
                                   -----------------     -------------     -----------       --------

Total deposits                             $175,673           100.0%        $154,192          100.0%
                                   =================     =============     ===========       ==========

</table>

BORROWINGS  FROM FHLB.  The Bank borrowed an  additional  $4.0 million from FHLB
during the quarter ended March 31, 2002,  which brought total borrowings to $9.0
million.  The  proceeds  from  the  additional  borrowing  were  used to fund an
investment security purchase.

At March 31, 2002, the Bank had the following borrowings:

<table>
           Amount        Rate              Maturity Date

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


ACCRUED  EXPENSES  AND OTHER  LIABILITIES.  At March 31,  2002 and June 30, 2001
accrued expenses and other liabilities  amounted to approximately  $0.6 million.
There  were no  significant  fluctuations  in  these  categories.  Deferred  tax
liabilities   associated  with  unrealized   gains  on  the   available-for-sale
investment portfolio represent the largest portion of accrued expenses and other
liabilities.

SHAREHOLDERS'  EQUITY.  Shareholders' equity increased by $352,000, or 1.4%, due
to net income of $1.2 million,  which was partially  offset by dividends paid of
$481,000.  Treasury  stock  increased to $1,400,444 due to repurchases of 37,500
shares of common  stock at an average  cost of $14.16 per share at an  aggregate
cost of $531,000.  These  purchases were offset by 9,880 options being exercised
during the nine month  period  ended March 31,  2002.  Also,  9,400 common stock
shares  vested in  association  with the 2000  Recognition  and  Retention  Plan
further offsetting stock repurchases.  The issuance of the shares in association
with  the  stock  compensation  plans  also  caused  corresponding   changes  in
additional  paid-in  capital.  The  remaining  changes  in  equity  are  due  to
amortization  of  compensation   expense  associated  with  the  Employee  Stock
Ownership Plan ("ESOP").

<PAGE>


Comparison  of  Operating  Results for the Three and Nine Months Ended March 31,
2002 and 2001

INTEREST INCOME.  Total Interest income increased by $766,000,  or 9.0%, to $9.3
million for the nine months ended March 31, 2002 as compared to $8.6 million for
the nine  months  ended March 31,  2001.  Total  interest  income  increased  by
$223,000,  or 7.7%,  to $3.1  million  for the  quarter  ended March 31, 2002 as
compared  to  $2.9  million  for the  quarter  ended  March  31,  2001.  For the
nine-month  period ended March 31, 2002,  as compared to the  nine-month  period
ended March 31, 2001 the most significant factor contributing to the increase in
interest  income was the  increase in the average  balance of loans  outstanding
during the nine-month  period.  The average  balance of loans for the nine-month
period  ended March 31, 2002,  amounted to $119.0  million as compared to $100.5
million for the  nine-month  period ended March 31,  2001,  an increase of $18.5
million.  The  increase  in  average  balance of loans was  partially  offset by
decreases  in the  yield  on such  loans  by 18 basis  points  to 7.55%  for the
nine-month  period ended March 31, 2002 as compared to 7.73% for the  nine-month
period ended March 31, 2001. The average balance of loans  increased  during the
quarter-ended March 31, 2002 to $123.7 million as compared to $103.2 million for
the  quarter-ended  March 31, 2001. The average rate on such loans  decreased 32
basis points for the quarter-ended  March 31, 2002 to 7.43% as compared to 7.75%
for the quarter-ended March 31, 2001.

The  increases  in interest  income  from loans for the  quarter and  nine-month
period ended March 31, 2002 of $299,000 and $909,000,  respectively, were offset
by decreases in interest income on investment securities, except mortgage-backed
securities,  and interest-bearing  deposits and federal funds sold. Decreases in
the federal  funds rate most  significantly  effected  the  overall  decrease in
interest income. The average yield on federal funds balances decreased 383 basis
points when  comparing  the  nine-month  periods  ended March 31, 2002 and 2001.
Correspondingly, the average yield on federal funds balances decreased 323 basis
points when  comparing the quarters  ended March 31, 2002 and 2001. The yield on
investment  securities also decreased;  however,  these decreases were partially
offset by  increases  in the  overall  investment  portfolio  size.  The average
balance of investment  securities  increased to $52.4 million for the nine-month
period  ended March 31, 2002 as  compared  to $49.6  million for the  nine-month
period ended March 31, 2001, an increase of $2.8 million,  or 5.6%. The yield on
such  investments  decreased  34 basis points to 5.81% for the nine months ended
March 31, 2002 as compared  to 6.15% for the nine months  ended March 31,  2001.
When  comparing  the quarter  ended March 31, 2002 to March 31, 2001 the average
balance of investment  securities increased $8.7 million to $57.5 million.  This
increase in average balance of investment securities was offset by a decrease in
yield of 92 basis points to 5.33%.

The decreases in yield on the various types of interest-earning assets discussed
above  were  primarily  a  result  of  the  generally  declining  interest  rate
environment  experienced  between  March 31, 2001 and March 31, 2002.  The lower
interest rate  environment  was a result of the Federal  Reserve Board's actions
aimed to address the generally slowing U.S. economy.

INTEREST  EXPENSE.  Interest  expense  decreased by $353,000,  or 8.6%,  to $3.8
million  for the nine month  period  ended  March 31,  2002 as  compared to $4.1
million for the nine month period ended March 31, 2001.  Total interest  expense
decreased $184,000 or 13.4% to $1.2 million for the quarter ended March 31, 2002
as compared to $1.4 million for the quarter ended March 31, 2001.

The most significant factor  contributing to the decrease in interest expense on
borrowings  of  $226,000  was a  $3.7  million  decrease  in  average  borrowing
outstanding  to $6.3  million for the nine month  period ended March 31, 2002 as
compared to $10.0  million for the nine month period  ended March 31, 2001.  The
average rate paid on such borrowings  decreased 90 basis points to 5.77% for the
nine months  ended March 31, 2002 as compared to 6.67% for the nine months ended
March 31, 2001. Interest expense associated with borrowings decreased by $60,000
when comparing the quarter ended March 31, 2002 as compared to the quarter ended
March 31, 2001.  The decrease in expense  associated  with such  borrowings  was
primarily the result of a decrease in the average  balance  outstanding  to $9.0
million  for the quarter  ended March 31, 2002 as compared to $10.0  million for
the quarter  ended March 31,  2001.  Also,  affecting  the quarter end  interest
related  to  borrowings  was a  decrease  of 193  basis  points to 4.55% for the
quarter  ended March 31,  2002 as compared to 6.48% for the quarter  ended March
31, 2001.

Interest  expense was also affected by the change in volume and rate  associated
with  savings  accounts.  The  average  balance  of all  savings  account  types
increased to $71.0  million for the nine months ended March 31, 2002 as compared
to $59.8  million for the nine months ended March 31, 2001, an increase of $11.2
million, or 18.7%. The average rate on these savings accounts decreased 78 basis
points when  comparing the nine months ended March 31, 2002 to March 31, 2001 at
2.40% and 3.18%,  respectively.  Changes in volume and rate also  contributed to
the decrease in overall interest expense on deposits for the quarter ended March
31, 2002 as compared to the quarter ended March 31, 2001. The average balance on
savings accounts increased $14.8 million, to $74.6 million for the quarter ended
March 31,  2002 as compared  to $59.8  million  for the quarter  ended March 31,
2001.  The  increase  due to  increased  volume was  offset by a 87 basis  point
decrease  in rate to 2.23% for the  quarter  ended March 31, 2002 as compared to
3.10% for the quarter ended March 31, 2001.

Changes  in volume  and rates  associated  with  certificates  of  deposit  also
affected the overall change in interest  expense for the nine months ended March
31,  2002 when  compared to the nine months  ended March 31,  2001.  The average
balance of  certificates  of deposit  increased  to $62.3  million  for the nine
months  ended March,  31, 2002 as compared to $52.0  million for the nine months
ended March 31,  2001, a increase of $10.3  million.  The decrease in rate of 81
basis  points to 4.47% for the nine  months  ended March 31, 2002 from 5.28% for
the nine months ended March 31, 2001 partially offset the effect of the increase
in volume.  Correspondingly,  the decrease in rate on certificates of deposit of
128 basis  points to 3.98% for the  quarter  ended March 31, 2002 as compared to
5.25% for the quarter ended March 31, 2001  contributed to the overall  decrease
in interest  expense when  comparing  quarters ended March 31, 2002 to March 31,
2001.

Interest  expense  associated  with NOW and demand accounts had little affect on
the overall  interest  expense when  comparing both the nine months and quarters
ended March 31, 2002 and 2001. The volume of NOW and demand  accounts  increased
$8.4 million,  to $31.7 million,  when comparing the nine months ended March 31,
2002 to March 31, 2001 and $8.3 million,  to $33.0  million,  when comparing the
quarters ended March 31, 2002 to March 31, 2001.  These increases in volume were
offset by corresponding decreases in the average rate paid for such periods. The
average rate on NOW and demand accounts decreased 23 basis points when comparing
the nine months  ended March 31, 2002 to March 31,  2001.  Correspondingly,  the
average rate on NOW and demand accounts decreased 26 basis points when comparing
quarters ended March 31, 2002 and 2001.

The above  mentioned  changes in rate were  primarily  affected  by the  general
overall lower interest rate environment  experienced  during the nine months and
quarters  ended March 31, 2002 as  compared  to March 31,  2001.  The changes in
volume  were  associated  with the changes in  investor  confidence in the stock
market,  the  competitive  environment  in which the Bank  operates  and overall
changes in economic conditions in the Bank's market area.

NET INTEREST  INCOME.  Net interest  income is a function of interest income and
interest  expense.  As a  result  of  changes  in  interest-earning  assets  and
interest-bearing  liabilities and the corresponding yield and rates on such, net
interest  spread  increased to 3.74% for the nine months ended March 31, 2002 as
compared to 3.39% for the nine-months ended March 31, 2001, an improvement of 35
basis points.  Also, net interest  margin  increased to 3.97% for the nine-month
period ended March 31, 2002 as compared to 3.70% for the nine-month period ended
March 31, 2001, an improvement of 27 basis points. Net interest spread increased
to 3.79% for the  quarter  ended  March 31,  2002 as  compared  to 3.43% for the
quarter  ended March 31, 2001, an  improvement  of 36 basis  points.  Also,  net
interest  margin  increased  to 3.99% for the  quarter  ended  March 31, 2002 as
compared to 3.75% for the quarter  ended March 31, 2001,  an  improvement  of 24
basis  points.  The  improvement  in net interest  income was one of the primary
reasons for the overall improvement in net income.

PROVISIONS FOR LOAN LOSSES. The Company establishes  provisions for loan losses,
which are charged to  operations,  in order to maintain the  allowance  for loan
losses at a level that is intended to absorb future charge-offs and loans deemed
uncollectible.  In  determining  the intended  level of the  allowance  for loan
losses,  management  considers past and anticipated loss experience,  collateral
values, current and anticipated economic conditions,  volume and type of lending
activities  and  the  level  of  non-performing   and  other  classified  loans.
Management  has also added a component to the  allocation  of the  allowance for
loan losses to correspond to the  estimated  potential  risk involved in the new
Carefree Overdraft  Privilege facility offered to various customers of the Bank.
The allowance is based on estimates  and the ultimate  losses may vary from such
estimates. Management of the Company assesses the allowance for loan losses on a
quarterly  basis and makes  provisions  for loan losses in order to maintain the
intended  level of the allowance to reflect  known and inherent  losses that are
both probable and reasonable to estimate.

Provisions  for loan  losses for the  nine-month  period  ended  March 31,  2002
amounted to $158,900 as  compared  to $45,000 for the  nine-month  period  ended
March 31, 2001.  Provisions for loan losses for the quarter ended March 31, 2002
amounted to $60,000 as compared to $15,000 for the quarter ended March 31, 2001.
The reasons for the change in provision  included the additional risk assessment
associated  with the new  Carefree  Overdraft  Privilege  product,  the  changes
required because of a shift in the loan portfolio to more commercial real estate
mortgages and commercial loans than in prior periods as well as requirements due
to the growth of the overall loan portfolio.  Management recognizes the decrease
in non-performing loans to an all time low for the quarter ended March 31, 2002,
but does not believe that this level is indicative of the potential risk of loss
in the  portfolio.  However,  management  will  continue to monitor the level of
delinquency and will make adjustments to the level of allowance for loan loss if
it is required.  Management has made a concerted  effort to monitor  delinquency
during this down turn in the national economy.

NON-INTEREST  INCOME.  Non-interest income amounted to $1.3 million for the nine
month  period  ended March 31,  2002 as compared to $786,000  for the prior year
nine month  period  ended  March 31,  2001,  an  increase  of $526,000 or 66.9%.
Non-interest  income  was  $495,000  for the  quarter  ended  March 31,  2002 as
compared  to  $234,000  for the prior year  quarter  ended  March 31,  2001,  an
increase  of  $261,000 or 111.5%.  One item which  impacted  both the nine month
period and quarter  ended March 31, 2002 was the  introduction  of the  Carefree
Overdraft Privilege product, in October 2001. 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 a fee is  collected.  The  product  has  proven  to be
successful in terms of increased  non-interest income and customer satisfaction.
Fees associated with and revenue  produced from charging for non-customer use of
the  Bank's ATM  machines,  merchant  debit card  processing  and  various  fees
continue to grow as the Bank's  customer  base grows and new  branches  begin to
prosper.   During  the  prior  year  quarter  ended  March  31,  2001,  an  item
contributing  to the  level  of  other  income  was a gain  on  the  sale  of an
investment  security of $44,000,  as well as a gain of $17,000  recognized  on a
sale of REO  property.  Another  gain of  approximately  $21,000 was  recognized
during  the  quarter  ended  March  31,  2002 on the sale of REO  property.  The
associated REO property  disposed of during the quarter ended March 31, 2002 had
been acquired since fiscal year end June 30, 2001.

NON-INTEREST  EXPENSE.  Non-interest  expense  increased to $5.1 million for the
nine month  period ended March 31, 2002 as compared to $4.3 million for the nine
month  period  ended March 31,  2001,  an increase  of $0.8  million,  or 18.6%.
Non-interest  expense  amounted to $1.8 million for the quarter  ended March 31,
2002 as compared  to $1.5  million for the  quarter  ended  March 31,  2001,  an
increase  of  $263,000,  or 17.4%.  Salaries  and  employee  benefits  increased
$275,000,  or 12.6%, for the nine-month period ended March 31, 2002 and $76,000,
or 10.0%,  for the  quarter  ended  March 31, 2002 as compared to the prior year
same nine-month  period and quarter,  as a result of annual raises and increased
costs of health care and retirement plan coverage.  Some additional expenses for
vesting in certain stock  compensation  benefits were  recognized in association
with the  retirement  of the former  Treasurer of the Bank.  Increased  expenses
associated  with  service  fees and data  processing  and a portion of the other
operating  expenses are  directly  related to the increase in the volume of loan
and  deposit  accounts  at the Bank.  It should be noted  that the  Bank's  data
processing provider recently merged with another entity, which could potentially
impact the level and rate of  expenses  associated  with  these core  processing
functions  in the  future.  Some items  contributing  to the  category  of other
non-interest expense include telephone,  postage,  courier and insurance and are
directly related to the growth in the institution.  Other  non-interest  expense
include such items as professional and consulting fees which fluctuate depending
upon the various projects being undertaken by the institution.  A consultant was
used to assist in the development and  implementation of the Carefree  Overdraft
Privilege  product which has received and will continue to receive  remuneration
based on the success of the product over the year-long implementation phase.


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 for the nine month period ended March 31, 2002
was  $418,000  which  represented  an  effective  rate of 25.9% as  compared  to
$208,000  which  represented  an effective rate of 23.6% for the same nine month
period the prior year.

NET INCOME.  Net income increased to $1.2 million of the nine months ended March
31, 2002 as compared to $674,000 for the nine months  ended March 31,  2001,  an
increase  of  $519,000  or  77.0%.  As a result  of the  changes  in net  income
annualized return on average assets increased to 0.80% for the nine months ended
March 31, 2002 as compared  to 0.53% for the nine months  ended March 31,  2001.
Annualized  return on average  equity also improved to 6.26% for the nine months
ended March 31,  2002 as  compared to 3.45% for the nine months  ended March 31,
2001.

Net income for the  quarter  ended  March 31,  2002,  amounted  to  $468,000  as
compared  to  $213,000  for the quarter  ended  March 31,  2001,  an increase of
$255,000 or 119.7%.  As a result of the changes in net income  annualized return
on average  assets  increased  to 0.90% for the quarter  ended March 31, 2002 as
compared to 0.49% for the quarter  ended March 31,  2001.  Annualized  return on
average  equity also  improved to 7.35% for the quarter  ended March 31, 2002 as
compared to 3.45% for the quarter ended March 31, 2001.

Item 3. Market Risk

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

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

Mortgage loan commitments  totaled $2.4 million and loans in process amounted to
$1.6 million at March 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 $1.0 million,  and the unused portion of commercial  lines of credit
amounted to $1.4 million at March 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 and ability to borrow from the FHLB.

The Bank met all capital  regulatory  at March 31, 2002 and 2001.  Shareholders'
equity  represented  12.1% of total  assets at March 31, 2002 and 13.6% of total
assets at June 30, 2001.

<PAGE>


<table>
<S>          <C>         <C>
Part II.     Other Information

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

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

             Item 3.     Defaults Upon Senior Securities
                          Not applicable

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


             Item 5.     Other Information
                          Not applicable

             Item 6.     Exhibits and Reports on Form 8-K
                          Not applicable
</table>












<PAGE>


                                   SIGNATURES



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


      Greene County Bancorp, Inc.

      Date:  May 14, 2002

      By: /s/ J. Bruce Whittaker



      J. Bruce Whittaker
      President and Chief Executive Officer





      Date:  May 14, 2002

      By: /s/ Michelle Plummer



      Michelle Plummer
      Chief Financial Officer