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 SEPTEMBER 30, 1999

                                       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

Delaware                                                  14-1809721
-------------                                             ----------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            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 issuer: (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 September 30, 1999 the latest practible date, 2,152,835 shares of the
registrant's common stock, $ .10 par value, were issued and outstanding.

<PAGE>

                           GREENE COUNTY BANCORP, INC.

INDEX

PART I. FINANCIAL INFORMATION                                               PAGE

     Item 1. Financial Statements

         *Consolidated Statements of Financial Condition                       1
         *Consolidated Statements of Income                                    2
         *Consolidated Statements of Comprehensive Income                      3
         *Consolidated Statements of Changes in Shareholders' Equity           4
         *Consolidated Statements of Cash Flows                                5
         *Notes to Consolidated Financial Statements                           6

     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                            7-12

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings                                                13

     Item 2. Changes in Securities and Use of Proceeds                        13

     Item 3. Defaults Upon Senior Securities                                  13

     Item 4. Submission of Matters to a Vote of Security Holders              13

     Item 5. Other Information                                                13

     Item 6. Exhibits and Reports on Form 8-K                                 13

             Signature Page                                                   14

<PAGE>

                           Greene County Bancorp, Inc.

                 Consolidated Statements of Financial Condition

                   As of September 30, 1999 and June 30, 1999

<TABLE>
<CAPTION>
                                                                   September 30,       June 30,
                                                                       1999              1999
                                                                    Unaudited

                            ASSETS

<S>                                                                <C>              <C>
Cash and due from banks                                            $   1,688,322    $   2,784,524
Federal funds sold                                                     2,347,070        3,351,222
                                                                   -------------    -------------
    Total cash and cash equivalents                                    4,035,392        6,135,746

Investment securities, at fair value                                  49,816,599       49,662,206
Federal Home Loan Bank stock, at cost                                    765,600          765,600

Loans                                                                 95,459,167       91,829,423
Less:allowance for possible loan losses                                 (827,148)        (791,897)
Unearned origination fees and costs, net                                (245,236)        (239,717)
                                                                   -------------    -------------
Net loans receivable                                                  94,386,784       90,797,809

Premises and equipment                                                 3,673,781        3,513,906
Accrued interest receivable                                            1,178,474        1,130,744
Prepaid expenses and other assets                                        524,699          461,162
Other real estate owned                                                  123,548          176,850
                                                                   -------------    -------------

               Total assets                                        $ 154,504,877    $ 152,644,023
                                                                   =============    =============

             LIABILITIES AND SHAREHOLDERS' EQUITY

Non-interest bearing deposits                                      $  10,594,269    $   9,468,291
Interest bearing deposits                                            117,298,459      118,531,180
                                                                   -------------    -------------
   Total deposits                                                    127,892,728      127,999,471

Borrowings FHLB                                                        2,500,000    $          --
Accrued interest and other liabilities                                   420,011          436,874
Accrued income taxes                                                     372,629          285,812
                                                                   -------------    -------------

               Total liabilities                                     131,185,368      128,722,157

Shareholders' Equity
   Common stock, par value $.10 per share; authorized 4,000,000;
      issued and outstanding:  2,152,835 at September 30, 1999,          215,284          195,706
      and 1,957,057 at June 30, 2000
   Additional Paid-In Capital                                          9,968,300        8,202,655
   Retained Earnings                                                  14,791,090       16,354,339
   Accumulated Other Comprehensive Income                               (319,779)        (118,394)
Less: Treasury Stock - shares at costs                                  (639,626)               0
Less: Unearned ESOP shares -  shares at cost                            (695,760)        (712,440)
                                                                   -------------    -------------
               Total shareholders' equity                             23,319,509       23,921,866
                                                                   -------------    -------------

                                                                   -------------    -------------
               Total liabilities and shareholders' equity          $ 154,504,877    $ 152,644,023
                                                                   =============    =============
</TABLE>

See notes to consolidated financial statements


                                       1
<PAGE>

                           Greene County Bancorp, Inc.

                        Consolidated Statements of Income

             For the Three Months Ended September 30, 1999 and 1998

                                   (Unaudited)

                                                            1999         1998

Interest income:
    Loans                                                $1,747,258   $1,640,423
    Investment securities                                   613,260      585,227
    Mortgage-backed securities                               74,480       73,396
    Tax free securities                                      85,610       97,681
    Interest bearing deposits and federal funds sold         60,426       88,521
                                                         ----------   ----------
                                                          2,581,034    2,485,248
                                                         ----------   ----------

Interest expense:
     Interest on deposits                                 1,136,848    1,301,881
     Interest on borrowings                                  13,547            0
                                                         ----------   ----------
                                                          1,150,395    1,301,881

               Net interest income                        1,430,639    1,183,367
                                                         ----------   ----------

Less: provision for loan losses                              45,000       45,000
                                                         ----------   ----------

Net interest income after provision for loan losses       1,385,639    1,138,367

Noninterest income:
    Service charges on deposit accounts                      82,920       71,044
    Other operating income                                   76,270       35,248
                                                         ----------   ----------
       Total other income                                   159,190      106,292
                                                         ----------   ----------

Noninterest expense:
    Salaries and employee benefits                          563,891      421,174
    Occupancy expense                                        74,249       71,534
    Equipment and furniture expense                          70,240       54,181
    Service fees                                            142,016       94,979
    Office Supplies                                          28,769       22,674
    Other                                                   303,532      191,772
                                                         ----------   ----------
       Total other expenses                               1,182,697      856,314
                                                         ----------   ----------

              Income before provision for income taxes      362,132      388,345

Provision for income taxes
   Current                                                  129,423      129,817
   Deferred                                                   9,484        9,621
                                                         ----------   ----------
       Total provision for income taxes                     138,907      139,438
                                                         ----------   ----------

             Net income                                  $  223,225   $  248,907
                                                         ==========   ==========

EPS Basic                                                $     0.11

Weighted Average number of shares outstanding             2,058,454

See notes to consolidated financial statements


                                       2
<PAGE>

                           Greene County Bancorp, Inc.

                 Consolidated Statements of Comprehensive Income

             For the Three Months Ended September 30, 1999 and 1998

                                   (Unaudited)

                                                           1999          1998

Net Income                                              $ 223,225      $ 248,907
                                                        ---------      ---------

Unrealized holding gain / (losses) arising
   during the three-months ended September 30,
   1999 and 1998  net of tax benefit (expense)
   of $139,691 and ($231,000), respectively              (201,385)       346,000

                                                        ---------      ---------
Total other comprehensive income (loss)                  (201,385)       346,000

Comprehensive Income                                    $  21,840      $ 594,907
                                                        =========      =========

See notes to consolidated financial statements


                                       3
<PAGE>

                           Greene County Bancorp, Inc.

           Consolidated Statements of Changes in Shareholders' Equity

                   As of September 30, 1999 and June 30, 1999

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    Accumulated
                                                                    Additional                         Other
                                            Common Stock             Paid-In         Retained      Comprehensive     Treasury
                                         Shares        Amount        Capital         Earnings         Income          Stock
<S>                                     <C>          <C>            <C>            <C>               <C>
Balance at June 30, 1999                1,957,057    $ 195,706      $8,202,655     $ 16,354,339      ($118,394)

Allocation of 10% stock dividend          195,778       19,578       1,766,896       (1,786,474)

Net Income                                                                              223,225

Change in unrealized gain
  on securities available for
  sale, net of applicable deferred
  income taxes                                                                                        (201,385)
                                                                                                                     (639,626)
Treasury Stock Repurchased

ESOP Shares earned                                                      (1,251)
                                        --------------------------------------------------------------------------------------

Balance at September 30, 1999           2,152,835    $ 215,284      $9,968,300     $ 14,791,090      ($319,779)     ($639,626)
                                        ======================================================================================

<CAPTION>

                                            Unearned        Total
                                              ESOP       Shareholders'
                                             Shares         Equity

<S>                                        <C>            <C>
Balance at June 30, 1999                   ($712,440)     $23,921,866

Allocation of 10% stock dividend                                    0

Net Income                                                    223,225

Change in unrealized gain
  on securities available for
  sale, net of applicable deferred
  income taxes                                               (201,385)

Treasury Stock Repurchased                                   (639,626)

ESOP Shares earned                            16,680           15,429
                                           --------------------------

Balance at September 30, 1999              ($695,760)     $23,319,509
                                           ==========================
</TABLE>

See notes to consolidated financial statements


                                       4
<PAGE>

                           Greene County Bancorp, Inc.

                      Consolidated Statements of Cash Flows

          For the Three-Month Period Ended September 30, 1999 and 1998

                                                         1999           1998

Net Income                                           $   223,225    $   248,907

Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation                                          33,000         24,500
    Net (accretion) amortization of security
      premiums and discounts                              12,612         (5,381)
    Provisions for loan losses                            45,000         45,000
    ESOP compensation expense                             16,680             --
    Loss on sale of investments                               --             --
    Loss on sale of other real estate                      7,107            898
    Provision (credit) for deferred income taxes           9,484          9,621
    Net change in unearned loan fees and costs             5,619        (27,852)
    Net change in accrued income taxes                    86,813        182,893
    Net (increase) decrease in accrued
      interest receivable                                (47,730)       (85,731)
    Net (increase) decrease in prepaids
      and other assets                                   (63,537)       (11,985)
    Net (decrease) increase in other liabilities         (26,344)        17,263
                                                     -----------    -----------
          Net cash provided by operating
            activities                                   301,829        363,607
                                                     -----------    -----------

Cash flows from investing activities:
   Proceeds from maturities securities                   500,000      3,100,000
   Proceeds from sale of securities                           --             --
   Purchases of securities                            (2,294,897)    (5,018,624)
   Principal payments on securities                    1,105,736      1,037,863
   Principal payments on mortgage-backed
      securities                                         309,771         89,112
   Purchases of mortgage-backed securities                    --             --
   Proceeds from maturities of mortgage-backed
      securities                                              --             --
   Purchase of FHLB stock                                     --             --
   Proceeds from sale of other real estate                46,195             --
   Net increase in loans receivable                   (3,629,744)    (2,214,542)
   Purchases of premises and equipment                  (192,875)         1,798
                                                     -----------    -----------
          Net cash used by investing activities       (4,155,814)    (3,004,393)
                                                     -----------    -----------

Cash flows from financing activities
    Borrowings from FHLB                               2,500,000             --
    Purchase of common stock for treasury               (639,626)            --
    Net increase in deposits                            (106,743)       504,449
                                                     -----------    -----------
          Net cash provided by financing
            activities                                 1,753,631        504,449
                                                     -----------    -----------

Net decrease in cash and cash equivalents             (2,100,354)    (2,136,337)

Cash and cash equivalents at beginning
    of period                                          6,135,746      8,272,083
                                                     -----------    -----------

Cash and cash equivalents at end of period           $ 4,035,392    $ 6,135,746
                                                     ===========    ===========

The accompanying notes are an integral part of the financial statements


                                       5
<PAGE>

Green County Bancorp, Inc.
Notes to Consolidated Financial Statements
As of and for the Three Months Ended September 30, 1999 and 1998

(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 generally accepted accounting
      principles for complete financial statements are contained in or
      areconsistent with the audited financial statements incorporated by
      reference to the Company's Annual Report on Form 10-KSB for the year ended
      June 30, 1999, 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 for the periods
      presented have been included. All material inter-company accounts and
      transactions have been eliminated in the consolidation. The results of
      operations and other data for the three months ended September 30, 1999
      are not necessarily indicative of results that may be expected for the
      entire fiscal year ending June 30, 2000.

      In preparing the financial statements, management is required to make
      extensive use of estimates and assumptions that affect the reported
      amounts of assets and liabilities as of the date of the balance sheet, and
      revenues and expenses for the period. Actual results could differ
      significantly from those estimates. Material estimates that are
      particularly susceptible to significant change in the near term relate to
      the determination of the allowance for loan losses and the valuation of
      real estate acquired in connection with foreclosures or in satisfaction of
      loans. In connection with the determination of the allowance for loan
      losses and valuation of real estate, management obtains independent
      appraisals for significant properties.

(2) REORGANIZATION AND STOCK OFFERING

      Greene County Bancorp, Inc. is a Delaware corporation organized in
      December 1998 by The Bank of Greene County in connection with the
      conversion of the Bank from a New York chartered mutual savings bank to a
      New York chartered stock savings bank and reorganization to a two-tiered
      mutual holding company. The Company was formed for the purpose of
      acquiring all of the capital stock of the Bank upon completion of the
      reorganization. As part of the reorganization, the Company issued
      approximately 44.5% of the shares of its common stock to eligible
      depositors of the Bank and the Bank's Employee Stock Option Plan (the
      "ESOP") and issued approximately 53.5% of the Company's shares of common
      stock to Greene County Bancorp, MHC (the "MHC"), a New York
      state-chartered mutual holding company. Concurrent with the close of the
      offering, the remaining 2% of the Company's shares of common stock were
      issued to The Bank of Greene County Charitable Founding (the
      "Foundation"). The reorganization and offering were completed on December
      30, 1998. Prior to that date, the Company had no assets and no
      liabilities. The financial statements presented for periods prior to the
      reorganization are for the Bank as the predecessor entity to the Company.

      Completion of the offering resulted in the issuance of 1,957,057 shares of
      common stock, 1,047,560 shares (53.5%) of which were issued to the MHC,
      871,082 shares (44.5%) of which were sold to eligible depositors of the
      Bank and issued to the Bank's ESOP, and 38,415 shares (2%) of which were
      issued to the Foundation, at $10.00 per share. Costs related to the
      offering, primarily marketing fees paid to investment banking firms,
      professional fees, registration fees, and printing and mailing costs, were
      $694,211; the net proceeds of the offering excluding these costs amounted
      to $8,016,709. The Bank's ESOP acquired 36,380 shares at issuance and
      purchased an additional 36,380 shares in the open market after the initial
      public offering.


                                       6
<PAGE>

(3) EARNINGS PER SHARE

      Earnings per share on common stock are computed using the weighted average
      number of shares of common stock outstanding for the period. The Company
      adopted Financial Accounting Standard No. 128 for the three months ended
      September 30, 1999.

      In calculating the weighted average number of shares outstanding, the
      result of the stock dividend and stock repurchase programs were taken into
      account. The Board of Directors approved a 10% stock dividend on July 6,
      1999, for shareholders of record July 26, 1999, effective August 9, 1999.
      As a result of the stock dividend, 195,778 new shares were issued bringing
      the total number of shares issued and outstanding to 2,152,835.
      Shareholders that would have received a fractional share as a result of
      the dividend were rounded up to the next whole number. The Board of
      Directors also approved on July 6, 1999, a stock repurchase program
      whereby the Company may repurchase up to 107,638 shares, or approximately
      5% of the Company's outstanding shares. As of September 30, 1999 the
      Company had repurchased 65,400 shares for $639,626 for an average cost of
      $9.78. The weighted average number of shares outstanding during the period
      was 2,051,329. The earnings per share amounted to $0.11 for the three
      month period ending September 30, 1999.

(4) IMPACT OF NEW ACCOUNTING STANDARDS

      FASB Statement on Derivatives and Hedging Activities. In June 1998, the
      Financial Accounting Standards Board ("FASB") issued Statement of
      Financial Accounting Standards ("SFAS") No. 133 which establishes
      accounting and reporting standards for derivative instruments and for
      hedging activities. SFAS No. 133 requires that an entity recognize all
      derivatives as either assets or liabilities in the statement of financial
      condition at fair value. If certain conditions are met, a derivative may
      be specifically designated as a fair value hedge, a cash flow hedge, or a
      foreign currency hedge. A specific accounting treatment applies to each
      type of hedge. SFAS No. 133 is effective for all fiscal quarters of fiscal
      years beginning after June 15, 2000 and, accordingly, will be adopted by
      the Company in the fiscal year beginning on July 1, 2000. The Company has
      not engaged in derivatives and hedging activities covered by the new
      standard, and does not expect to begin such activities. Accordingly, SFAS
      No. 133 is not expected to have a material impact on the Company's
      consolidated financial statements.


                                       7
<PAGE>

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

      General

            This quarterly report on Form 10-QSB contains forward-looking
      statements. The Company desires to take advantage of the "safe harbor"
      provisions of the Private Securities Litigation Reform 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. For this purpose, any statements contained herein that are not
      statements of historical fact may be deemed to be forward-looking
      statements. Without limiting the foregoing, the "words"' "believes",
      "anticipates", " plans", "expects" and similar expressions are intended to
      identify forward-looking statements. There are a number of important
      factors that could cause the Company's actual results to differ materially
      from those contemplated by such forward-looking statements. These
      important factors include, without limitation, the Bank's continued
      ability to originate quality loans, fluctuations in interest rates, real
      estate conditions in the Bank's lending area, general and local economic
      conditions, the Bank's continued ability to attract and retain deposits,
      the Company's ability to control costs, new accounting pronouncements, and
      changing regulatory requirements. The Company undertakes no obligation to
      publicly release the results of any revisions to those forward-looking
      statements that may be made to reflect events or circumstances after the
      date hereof or to reflect the occurrence of unanticipated events.

      Comparison of Financial Condition at September 30, 1999 and June 30, 1999

            Total assets increased to $154.5 million at September 30, 1999 from
      $152.6 at June 30, 1999, an increase of $1.9 million, or 1.3%. The growth
      in assets was primarily due to the growth in the net loan portfolio, which
      grew to $94.3 million at September 30, 1999, as compared to $90.8 million
      at June 30, 1999, an increase of $3.5 million or 3.9%. The conventional
      fixed rate mortgage loan portfolio increased from $57.0 million at June
      30, 1999, to $60.5 million at September 30, 1999, representing an increase
      of $3.5 million or 6.1%. The bi-weekly fixed rate mortgages and
      construction mortgages also increased approximately $500,000 and $400,000
      to $3.5 million and $2.0 million, respectively. The installment loan
      portfolio also showed a net increase for the three months of $105,000 or
      2%. These increases in the loan portfolio were offset primarily by a
      decrease of $500,000 or 3.7% between June 30 and September 30, 1999, in
      adjustable rate loans. The demand for the Bank's primarily fixed-rate
      mortgage loan products in the relatively low interest rate environment
      during the time period was the primary factor contributing to the increase
      in the net loan portfolio. The increasing rate environment experienced at
      the end of the quarter is expected to cause a slow down for loan demand in
      the near future.

            Total cash and cash equivalents including federal funds sold
      decreased by $2.1 million, or 34.2% to $4.0 million, between June 30, 1999
      and September 30, 1999. The reason for the decrease in cash was funding
      required to meet the increased loan demand.

            The overall investment portfolio increased to $49.8 million from
      $49.7 million between September 30 and June 30, 1999. The increase was the
      net result of purchases of US Agency Bonds totaling $1.9 million,
      principal pay downs of $1.3 million and the maturity of a US Agency Bond
      for $500,000. Consequently, the portfolio mix remained relatively
      consistent during the three-month time frame. Corporate bonds at September
      30, 1999, amounted to $11.9 million or 23.9%, US agency bonds were $11.2
      million or 22.5%, tax free municipal bonds totaled $10.5 million or 21.1%,
      and asset-backed securities represent $7.6 million or 15.3% of the
      investment portfolio. The remaining 17.2% of the portfolio is composed of
      US Government bonds and other investment securities.

            Premises and equipment increased from $3.5 million at June 30, 1999,
      to $3.7 million at September 30, 1999, an increase of $0.2 million, or
      5.7%. The most significant item contributing to this increase was initial
      expenses incurred in the construction of the new Tannersville office that
      is expected to open for business in the spring of 2000.


                                       8
<PAGE>

            Total deposits amounted to $127.9 million as June 30 and September
      30, 1999. It should be noted that there was a shift in the deposit base of
      $1.2 million to non-interest bearing accounts from interest bearing
      accounts. Management believes that this shift was the result of customers
      preparing to pay property taxes due in early October. There was little
      change in the level of certificate accounts between June 30 and September
      30, 1999. For the quarter ended June 30, 1999 and September 30, 1999,
      certificate accounts represented $52.1 million and $53.0 million,
      respectively, or approximately 41.0% of the deposit base.

            In September 1999, the Bank of Greene County borrowed $2.5 million
      at a rate of 6.82%, maturing in September 2004, from the Federal Home Loan
      Bank. These funds were used to meet continuing loan demand and in an
      attempt to lock in a rate of return on a portion of the loan portfolio.

            Stockholders' equity decreased from $23.9 million at June 30, 1999
      to $23.3 million at September 30, 1999 representing a decrease of $0.6
      million or 2.5%. The decrease was primarily the result of the repurchase
      of 65,400 shares of treasury stock costing $639,626. Net income of
      $223,225 was offset by unrealized losses on the investment portfolio. The
      unrealized losses amounted to $319,779 at September 30, 1999, compared to
      the unrealized losses of $118,394 at June 30, 1999. Management believes
      these losses will continue to remain unrealized and do not believe they
      reflect impairment in the investment portfolio.

      Non-Accrual Loans and Non-Performing Assets

            The following table sets forth information regarding non-accrual
      loans and non-performing assets:

                                        At September 30, 1999   At June 30, 1999
                                                 (Dollars in Thousands)
Nonaccruing loans:
  One- to four- family                          $ 361                 $ 487
  Commercial real estate                          133                   166
  Consumer                                         11                    15
  Commercial business                              --                    --

   Total                                          505                   668

Foreclosed assets:
  One- to four-family                              --                    53
  Multi-family                                     --                    --
  Nonfarm, nonresidential properties              124                   124

   Total                                        $ 124                 $ 177

Total non-performing assets                     $ 629                 $ 845
Total as a percentage of total assets            0.41%                 0.56%

            During the three months ended September 30, 1999, there were $13,000
      in charge-offs and $3,000 in recoveries of loans previously charged-off.
      As a result of these charge-offs and recoveries, and the allocation of
      additional funds to the loan loss reserve, the balance of the allowance
      for loan losses at September 30, 1999 increased to $827,000 from $792,000
      at June 30, 1999. The ratio of the net charge-offs to average loans
      outstanding during the three months ended September 30, 1999, was less
      than one percent.

            While management believes, based on information currently available,
      that the allowance for loan losses is sufficient to cover losses inherent
      in the Company's loan portfolio at this time, no assurances can be given
      that the level of allowances will be sufficient to cover future loan
      losses or that future adjustments to the allowance will not be necessary
      if economic and/or other conditions differ substantially from the economic
      and other conditions considered by management in evaluating the adequacy
      of the current level of the allowance.


                                       9
<PAGE>

      Comparison of Operating Results for the Three Months Ended September 30,
      1999 and 1998

            General. The earnings of the Company depend primarily on its level
      of net interest income, which is the difference between interest earned on
      the Company's interest-earning assets, consisting primarily of residential
      and commercial real estate loans, consumer loans and securities available
      for sale, and the interest paid on interest-bearing liabilities,
      consisting primarily of deposits. Net interest income is a function of the
      Company's interest rate spread, which is the difference between the
      average yield earned on interest-earning assets and the average rate paid
      on interest-bearing liabilities, as well as a function of the average
      balance of interest-earning assets as compared to interest-bearing
      liabilities. The Company's earnings also are affected by its fees and
      service charges and gains on sales of loans and securities, as well as its
      level of operating and other expenses, including salaries and employee
      benefits, occupancy and equipment costs, data processing expense,
      marketing and advertising costs, and federal deposit insurance premiums.

            The Company reported net income of $223,225 for the three months
      ended September 30, 1999 compared to net income of $248,907 for the three
      months ended September 30, 1998. Earnings per share as of September 30,
      1999 amounted to $0.11 based on the weighted average number of shares
      outstanding for the period between July 1, 1999 and September 30, 1999 of
      2,058,454. The calculation of the weighted number of shares considers the
      stock dividend as effective retroactive to the beginning of the period and
      any prior EPS amounts are recalculated based on the calculated level
      outstanding. However, EPS data is not provided for the period ended
      September 30, 1998 since the Company was not publicly traded until
      December 30, 1998.

            Interest Income. Total interest income increased to $2,581,034 for
      the three months ended September 30, 1999 from $2,485,248 for the three
      months ended September 30, 1998, an increases of $95,786 or 3.9%. The
      increase was due primarily to an increase of $11.4 million, or 8.3%, in
      the average balance of interest earning assets for the three months ended
      September 30, 1999, notwithstanding a decrease in the average yield on
      such assets to 6.96% for the period from 7.26% for the earlier-year
      period. The increase in the average balance of interest-earning assets
      reflected primarily the deployment of the net proceeds of the initial
      public offering that raised approximately $8.0 million of new capital in
      December 1998. The reduced yields on such assets reflected the declining
      market interest rate environment over the past year, as the proceeds of
      loan payoffs, called investment securities and the offering were deployed
      into lower-yielding investments. The Company's interest rate spread (the
      difference between yields earned on interest-earning assets and rates paid
      on deposits and borrowings) increased to 3.45% for the three months ended
      September 30, 1999 from 3.12% for the three months ended September 30,
      1998. The net yield on average interest earning assets also improved from
      3.46% for the three-month period ended September 30, 1998, 3.86% for the
      same time frame in 1999. Management successfully lowered the cost of funds
      on all categories of deposits for the three month period ended September
      30, 1999, compared to the same period in 1998. The average savings and
      escrow rate decreased from 3.49% to 3.08%, the average demand or NOW rate
      decreased from 1.01% to 0.85% and the average certificate account rate
      decreased from 5.62% to 4.87%. However, management has incurred a new cost
      of funds in the borrowing from the FHLB and believes that a compression of
      the net interest rate spread could occur in the future.

            Interest Expense. Total interest expense decreased to $1,150,000 for
      the three months ended September 30, 1999 from $1,302,000 for the three
      months ended September 30, 1998. The decrease reflected primarily a
      decrease of 63 basis points in the rate paid on interest bearing
      liabilities despite an increase of $5.0 million or 3.9% in the average
      balance of such interest bearing liabilities for the period ended
      September 30, 1999 as compared to September 30, 1998. One component of the
      increase in the average balance of interest bearing liabilities was the
      borrowing of $2.5 million from FHLB. The average balance of savings and
      escrow accounts increased from $55.1 million to $58.9 million despite a
      decrease in the rate paid of 41 basis points. Demand and NOW accounts
      average balances increased from $14.9 million for the three-month period
      ended September 30, 1998 to $18.2 million for the three-month period ended
      September 30, 1999 despite a decrease in rate of 16 basis points paid on
      such liabilities.

            Provision 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 deemed appropriate to absorb
      future charge-offs and loans deemed uncollectible. In determining the
      appropriate level of the allowance for


                                       10
<PAGE>

      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. The allowance is based on estimates and the ultimate
      losses may vary from such estimates. Management of the Company evaluates
      the allowance for loan losses on a quarterly basis and makes provisions
      for loan losses in order to maintain the adequacy of the allowance.

            The Company's provision for loan losses remained $45,000 for both
      the three-month periods ended September 30, 1998 and 1999.

            Non-Interest Income. Non-interest income consists primarily of fee
      income for Bank services. Non-interest income increased to $159,000 for
      the three months ended September 30, 1999 from $106,000 for the three
      months ended September 30, 1998. Contributing to the increase were service
      charges on deposits as the average balance of such deposits increased. The
      Bank has also initiated efforts to generate more fee income, for example
      charging a foreign account holder for use of the ATM machines.

            Non-Interest Expense. Total non-interest expense increased by
      $326,000, or 38.1%, to $1,183,000 for the three months ended September 30,
      1999 from $856,000 for the three months ended September 30, 1998. The
      increase in the non-interest expense was due to the costs associated with
      several new staff positions including the position of Chief Financial
      Officer, and new expenses associated with ESOP. Legal, audit and
      accounting fees have also increased as a result of the enhanced filing
      requirements for a publicly traded company.

            Income Taxes. The Company reported a tax expense of $138,907 for
      federal and franchise taxes for the three months ended September 30, 1999,
      compared to an expense of $139,438 for such taxes for the three months
      ended September 30, 1998.

      Liquidity

            The Company's primary sources of funds are deposits, principal and
      interest payments on loans, mortgage-backed securities and debt securities
      and a line of credit available as needed. In December 1998, $8.0 million
      of net proceeds from the offering added significantly to the funds
      available to the Company for use in conducting its business. While
      maturities and scheduled amortization of loans and investments are
      predictable sources of funds, deposit flows and mortgage loan prepayments
      are greatly influenced by interest rate trends, economic conditions and
      competition.

            During the past few years, the combination of generally low interest
      rates on deposit products and the attraction of alternative investments
      such as mutual funds and annuities has resulted in little growth or a net
      decline in deposits in certain time periods. Based on its monitoring of
      historic deposit trends and its current pricing strategy for deposits,
      management believes the Company will retain a large portion of its
      existing deposit base. The Company experienced no change in the overall
      level of deposits when comparing September 30, 1998 to September 30, 1999.

            Loan commitments totaled $3.5 million at September 30, 1999. The
      Company anticipates that it will have sufficient funds available to meet
      current loan commitments, but is considering further borrowings from the
      FHLB.

            The Company's most liquid assets are cash and due from banks and
      federal funds sold. At September 30, 1999, such assets amounted to $4.0
      million, or 2.6% of total assets. Management also holds all investment
      securities as available for sale and could consider the sale of securities
      as an option if liquidity was needed.

            In efforts to accommodate potential demand for cash as a result of
      the Year 2000 management has begun increasing levels of vault cash
      available at each of the branches.

            Stockholders' equity decreased from $23.9 million at June 30, 1999
      to $23.3 million at September 30, 1999 representing a decrease of $0.6
      million or 2.5%. The Company is required to meet various minimum amounts
      and ratios of total and Tier I Capital ( as defined in the regulations) to
      risk-weighted assets (as defined), and


                                       11
<PAGE>

      Tier I Capital (as defined) to average assets (as defined). As of
      September 30, 1999, the Company had total capital of $24.5 million or
      27.0% of risk-weighted assets, Tier I Capital of $23.7 million or 26.0% of
      risk-weighted assets, and Tier I Capital of $23.7 million or 15.0% of
      average assets. At September 30, 1999, the Company exceeded all regulatory
      capital requirements.

            The Company's ability to pay dividends is dependent on the Bank's
      ability to pay dividends to the Company. There are certain restrictions on
      the payment of dividends and other payments by the Bank to the Company.
      Under New York law, the Bank is prohibited from declaring a cash dividend
      on its common stock except from its net earnings for the current year and
      retained net profits for the preceding two years.

Capability of the Bank's Data Processing to Accommodate the Year 2000

      Like many financial institutions, the Company relies upon computers for
      the daily conduct of its business and for data processing. There is
      concern that on January 1, 2000 computers will be unable to "read" the new
      year and as a consequence, there may be widespread computer malfunctions.
      The Company uses an outside data processing servicer. Management developed
      a formal written plan to resolve any concern about the year 2000 issue and
      focused on the computer applications and hardware to ensure that they will
      be able to read the year 2000. Testing of mission-critical systems was
      completed, as well as overall testing, and all applications which were not
      expected to be "Y2K Ready" have been upgraded to compliant versions, and
      re-tested. The Company, in its assessment phase, recognized that a large
      percentage of the hardware was not upgradable and had to be replaced. All
      hardware replacement and contingency plans were completed during the
      second calendar quarter of 1999.

      The Company has contacted each of its data processing vendors to ensure
      that they will be able to provide service in light of the year 2000 issue.
      Direct testing with those vendors was performed whenever participation was
      available. Such vendors have represented to management that they are
      addressing the year 2000 issue and they expect to be able to provide the
      services for which the Company has contracted. Management receives regular
      reports and documentation of the efforts of the vendors and will continue
      to monitor this issue, reporting to the Board of Directors on a quarterly
      basis. In considering the year 2000 readiness of the Company's major
      borrowers, management first determined that no borrower currently has been
      extended credit exceeding 10% of the Company's capital. Management has
      also contacted the Company's larger borrowers, and has received assurance
      that date sensitivity is not an issue with such borrowers.

      Finally, management has evaluated the date sensitivity of the Company's
      non-information technology, such as utilities and its components
      (including elevators, heating/air conditioning systems, alarms and video
      equipment). These utilities and components are either not computer-driven
      or are expected to function normally after year 2000.

      Costs related to the year 2000 issue have been expensed as they have been
      incurred, except for the costs, if any, for new hardware purchased, which
      has been capitalized. Management budgeted $200,000 for updating its
      hardware and software systems to ensure compliance. Other than this
      budgeted expenditure, management does not expect additional material costs
      to be incurred in connection with the year 2000 issue.

      The costs of the project are based on management?s best estimates, which
      were derived using numerous assumptions of future events including the
      continued availability of certain resources, third party modification
      plans and other factors. However, there can be no guarantee that these
      estimates will be achieved, and actual results could differ materially
      from those plans. Specific factors that might cause such material
      differences include, but are not limited to, the availability and cost of
      personnel trained in this area, the ability to locate and correct all
      relevant computer codes and similar uncertainties. In addition, there can
      be no guarantee that the systems of other companies on which the Company?s
      systems rely will be timely converted, or that a failure to convert by
      another company, or a conversion that is incompatible with the Company?s
      systems, would not have a material adverse effect on the Company.


                                       12
<PAGE>

      GREENE COUNTY BANCORP, INC.

      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


                                       13
<PAGE>

                                   SIGNATURES

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

Greene County Bancorp, Inc.

Date:  November 15, 1999


By: /s/ J. Bruce Whittaker

J. Bruce Whittaker
President and Chief Executive Officer


Date:  November 15, 1999


By: /s/ Michelle Plummer

Michelle Plummer
Chief Financial Officer


                                       14