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 DECEMBER 31, 2001

                                       OR

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


                          GREENE COUNTY BANCORP, INC.

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

                         Commission file number 0-25165



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


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


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

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

       YES X             NO________

As of February 5, 2002,  the  registrant  had  2,152,835  shares of common stock
issued at $ .10 par value, and 2,005,395 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                                      11-20



PART II.      OTHER INFORMATION

    Item 1.   Legal Proceedings                                              21

    Item 2.   Changes in Securities and Use of Proceeds                      21

    Item 3.   Defaults Upon Senior Securities                                21

    Item 4.   Submission of Matters to a Vote of Security Holders            21

    Item 5.   Other Information                                              21
    Item 6.   Exhibits and Reports on Form 8-K                               21

              Signatures                                                     22


<PAGE>




<table>

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

                                                               December 31, 2001             June 30, 2001
                                                                   (Unaudited)
<S>                                                             <C>                          <C>
ASSETS
Cash and due from banks                                              $5,965,969                 $5,336,195
Federal funds sold                                                   10,301,823                 13,468,163
                                                                ----------------             --------------
    Total cash and cash equivalents                                  16,267,792                 18,804,358

Investment securities, at fair value                                 52,872,155                 48,875,229
Federal Home Loan Bank stock, at cost                                   939,600                    939,600

Loans                                                               121,582,841                110,920,369
Less: Allowance for loan losses                                        (976,053)                  (886,081)
      Unearned origination fees and costs, net                         (270,447)                  (277,277)
                                                                ----------------             --------------
    Net loans receivable                                            120,336,341                109,757,011

Premises and equipment                                                4,975,537                  5,052,208
Accrued interest receivable                                           1,453,644                  1,357,239
Prepaid expenses and other assets                                       401,275                    288,914
Other real estate owned                                                 117,428                     30,229
                                                                ----------------             --------------
               Total assets                                        $197,363,772               $185,104,788
                                                                ================             ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
Non-interest bearing deposits                                       $18,392,229                $18,418,308
Interest bearing deposits                                           147,525,556                135,774,206
                                                                ----------------             --------------
    Total deposits                                                  165,917,785                154,192,514

Borrowings from FHLB                                                  5,000,000                  5,000,000
Accrued expenses and other liabilities                                  788,982                    623,038
Accrued income taxes                                                    243,300                    195,646
                                                                ----------------            ---------------
                Total liabilities                                   171,950,067                160,011,198

Shareholders' equity
Preferred stock,
  Authorized: 1,000,000 shares at
  December 31, and June 30, 2001;                                      ---                          ---
Common stock, par value $.10 per share;
   Authorized: 12,000,000 shares at December 31,
   and June 30, 2001;
   Issued: 2,152,835 shares at December 31,
   and June 30, 2001;
   Outstanding: 2,005,395 shares at December 31, 2001;
                2,040,355 shares at June 30, 2001                       215,284                    215,284
Additional paid-in capital                                           10,204,168                 10,188,573
Retained earnings                                                    16,487,573                 15,993,025
Accumulated other comprehensive income                                  742,483                    499,022
Less: Treasury stock, 147,440 shares at December 31, 2001;
                      112,480  shares  at  June  30,  2001,          (1,579,819)                (1,075,923)
shares at cost
         Unearned stock-based compensation                             (199,119)                  (229,753)
         Unearned ESOP shares 49,972 shares at
         December 30, 2001;
         58,516   shares  at  June  30,  2001,                         (456,865)                  (496,638)
         shares at cost                                         ----------------            ---------------


              Total shareholders' equity                             25,413,705                 25,093,590
                                                                ----------------             --------------
              Total liabilities and shareholders' equity           $197,363,772               $185,104,788
                                                                ================            ===============

</table>
See notes to consolidated financial statements.



<PAGE>


<table>
<caption>

                           Greene County Bancorp, Inc.
                        Consolidated Statements of Income
              For the Three Months Ended December 31, 2001 and 2000
                                   (Unaudited)

                                                                   2001                      2000
<S>                                                             <C>                       <C>
Interest income:
    Loans                                                       $2,249,573                     $1,954,717
    Investment securities                                          488,941                        566,286
    Mortgage-backed securities                                     159,237                        124,247
    Tax free securities                                            109,715                        114,215
    Interest bearing deposits and federal funds sold                75,365                         91,304
                                                                ----------                 --------------
Total interest income                                            3,082,831                      2,850,769

Interest expense:
    Interest on deposits                                         1,151,946                      1,208,546
    Interest on borrowings                                          85,825                        170,489
                                                                ----------                ---------------
Total interest expense                                           1,237,771                      1,379,035

Net interest income                                              1,845,060                      1,471,734

Less: Provision for loan losses                                     68,900                         15,000
                                                                ----------                ---------------


Net interest income after provision for loan losses              1,776,160                      1,456,734
                                                                ----------                ---------------


Non-interest income:
    Service charges on deposit accounts                            302,374                        135,542
    Other operating income                                         161,536                        165,405
                                                                ----------                ---------------
Total non-interest income                                          463,910                        300,947

Non-interest expense:
    Salaries and employee benefits                                 837,394                        725,996
    Occupancy expense                                               96,647                        100,756
    Equipment and furniture expense                                107,868                         80,219
    Service and data processing fees                               155,911                        126,670
    Office supplies                                                 36,542                         32,018
    Other                                                          475,907                        318,902
                                                                ----------                ---------------

Total non-interest expense                                       1,710,269                      1,384,561

Income before provision for income taxes                           529,801                        373,120

Provision for income taxes                                         148,400                        123,500
                                                                ----------                ---------------


Net income                                                        $381,401                       $249,620
                                                                ==========                ===============


Basic EPS                                                            $0.20                          $0.13
Basic shares outstanding                                         1,950,176                      1,978,749

Diluted EPS                                                          $0.19                          $0.13
Diluted average shares outstanding                               2,002,292                      1,995,526

</table>


See notes to consolidated financial statements.


<PAGE>



<table>
<caption>

                           Greene County Bancorp, Inc.
                        Consolidated Statements of Income
               For the Six Months Ended December 31, 2001 and 2000
                                   (Unaudited)

                                                                       2001                      2000
<S>                                                                  <C>                        <C>
Interest income:
    Loans                                                             $4,437,518                $3,827,443
    Investment securities                                              1,054,607                 1,089,740
    Mortgage-backed securities                                           263,363                   234,989
    Tax free securities                                                  217,288                   228,765
    Interest bearing deposits and federal funds sold                     218,643                   267,791
                                                                ----------------          ----------------
Total interest income                                                  6,191,419                 5,648,728

Interest expense:
    Interest on deposits                                               2,407,536                 2,410,645
    Interest on borrowings                                               171,649                   337,964
                                                                 ---------------          ----------------
Total interest expense                                                 2,579,185                 2,748,609

Net interest income                                                    3,612,234                 2,900,119

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

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

Net interest income after provision for loan losses                    3,513,334                 2,870,119

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

Non-interest income:
    Service charges on deposit accounts                                  488,899                   258,332
    Other operating income                                               327,308                   293,472
                                                                 ---------------          ----------------
Total non-interest income                                                816,207                   551,804

Non-interest expense:
    Salaries and employee benefits                                     1,629,295                 1,429,926
    Occupancy expense                                                    179,614                   192,298
    Equipment and furniture expense                                      218,080                   157,933
    Service and data processing fees                                     308,565                   253,200
    Office supplies                                                       76,613                    55,804
    Other                                                                914,619                   699,319

                                                                 ---------------          ----------------
Total non-interest expense                                             3,326,786                 2,788,480

Income before provision for income taxes                               1,002,755                   633,443

Provision for income taxes                                               277,400                   172,158
                                                                 ---------------          ----------------


Net income                                                              $725,355                  $461,285

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

Basic EPS                                                                  $0.37                     $0.23
Basic average shares outstanding                                       1,962,023                 1,979,944

Diluted EPS                                                                $0.36                     $0.23
Diluted average shares outstanding                                     2,010,782                 1,992,588


</table>

See notes to consolidated financial statements.


<PAGE>



<table>
<caption>
                           Greene County Bancorp, Inc.
                 Consolidated Statements of Comprehensive Income
              For the Three Months Ended December 31, 2001 and 2000
                                   (Unaudited)



                                                                                    2001                   2000
<S>                                                                              <C>                    <C>
Net income                                                                        $381,401               $249,621

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

Other comprehensive income:

Reclassification adjustment, net of income tax expense ($19,037)                    ---                   (25,235)

Unrealized holding (loss)/gain arising during the three months
  ended December 31, 2001 and 2000, net of tax benefit / (expense)
  of $141,707 and ($259,448), respectively.                                       (212,558)               389,646
                                                                                -----------            ----------

Total other comprehensive income                                                  (212,558)               364,411
                                                                                -----------            ----------


Comprehensive income                                                              $168,843               $614,032
                                                                                ==========             ==========
</table>



<table>
<Caption>

                           Greene County Bancorp, Inc.
                 Consolidated Statements of Comprehensive Income
               For the Six Months Ended December 31, 2001 and 2000
                                   (Unaudited)


                                                                                    2001                  2000

<S>                                                                              <C>                    <C>
Net income                                                                        $725,355               $461,285

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

Other comprehensive income:

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

Unrealized holding gain arising during the six months
  ended December 31, 2001 and 2000, net of tax (expense)
  of $162,308 and $444,829, respectively.                                          243,461                626,998
                                                                                ----------             ----------

Total other comprehensive income                                                   243,461                610,147
                                                                                ----------             ----------


Comprehensive income                                                              $968,816             $1,071,432
                                                                                ==========             ==========


</table>
See notes to consolidated financial statements.




<PAGE>


<table>
<Caption>

                           Greene County Bancorp, Inc.
           Consolidated Statements of Changes in Shareholders' Equity
               For the Six Months Ended December 31, 2001 and 2000



                                                                       Accumulated
                                      Additional                          Other
                        Capital       Paid -In        Retained        Comprehensive
                         Stock         Capital         Earnings          Income
<S>                     <C>           <C>              <C>             <C>
Balance at
June 30, 2000           $215,284      $10,319,859      $15,526,092     ($524,546)

ESOP shares earned                         (1,536)

Stock-based
compensation
earned

Dividends paid                                            (247,876)

Net income                                                 461,285

Change in unrealized
gain (loss) net                                                          610,147


                        --------------------------------------------------------
Balance at
December 31, 2000       $215,284      $10,318,323      $15,739,501       $85,601
                        =========================================================
</table>

<table>
<Caption>
                                        Unearned         Unearned        Total
                        Treasury       Stock-based        ESOP        Shareholders'
                         Stock         Compensation      Shares          Equity
<S>                     <C>            <C>              <C>          <C>
Balance at
June 30, 2000           ($1,019,976)    ($333,690)      ($589,074)   $23,593,949

ESOP shares earned                                         44,736         43,200

Stock-based
compensation
earned                                     35,752                         35,752

Dividends paid                                                          (247,876)

Net income                                                               461,285

Change in unrealized
gain/(loss) net                                                          610,147

                        --------------------------------------------------------
Balance at
December 31, 2000       ($1,019,976)    ($297,938)      ($544,338)   $24,496,457
                        ============   ===========     ===========  ============
</table>

<table>
<Caption>
                                                                    Accumulated
                                      Additional                        Other
                        Capital       Paid -In        Retained      Comprehensive
                         Stock         Capital         Earnings        Income

<S>                     <C>           <C>             <C>            <C>
Balance at
June 30, 2001             $215,284    $10,188,573     $15,993,025      $499,022

ESOP shares earned                         22,822

Options exercised                          (7,227)

Stock-based
compensation
earned

Treasury stock
repurchased

Dividends paid                                           (230,807)

Net income                                                725,355

Change in unrealized
gain,  net                                                               243,461


                         ----------   -----------     -----------      ---------
Balance at
December 31, 2001         $215,284    $10,204,168     $16,487,573       $742,483
                        ===========   ===========     ===========      =========
</table>

<table>
<Caption>
                                       Unearned         Unearned         Total
                        Treasury       Stock-based        ESOP       Shareholders'
                         Stock        Compensation      Shares          Equity

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

ESOP shares earned                                        39,773          62,595

Options exercised            27,229                                       20,002

Stock-based
compensation
earned                                     30,634                         30,634

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

Dividends paid                                                          (230,807)

Net income                                                               725,355

Change in unrealized
gain,  net                                                               243,461


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


</table>
See notes to consolidated financial statements.


<PAGE>




<table>
<CAPTION>

                           Greene County Bancorp, Inc.
                      Consolidated Statements of Cash Flows
               For the Six Months Ended December 30, 2001 and 2000


                                                                                   2001                 2000
<S>                                                                             <C>                   <C>
Cash flows from operating activities:
Net Income                                                                       $725,355             $461,285
Adjustments to reconcile net income to cash provided by operating
activities:
     Depreciation                                                                 222,975              189,000
     Net, amortization of premiums                                                 23,376               10,944
     Provision for loan losses                                                     98,900               30,000
     ESOP and other stock-based compensation earned                                93,229               80,489
     Loss on sale of investments                                                      ---                9,437
     Net gain on sale of other real estate                                            ---               (6,158)
     Net increase in accrued income taxes                                          47,654              105,074
     Net increase in accrued interest receivable                                  (96,405)            (191,776)
     Net (increase) decrease in prepaid and other assets                         (112,361)             118,448
     Net increase (decrease) in other liabilities                                   3,639              (75,983)
                                                                                ---------             --------

          Net cash provided by operating activities                             1,006,362              730,760

Cash flows from investing activities:
     Proceeds from maturities of securities                                     3,155,123            3,173,243
     Proceeds from sale of securities and other investments                           ---            2,966,765
     Purchases of securities and other investments                            ( 4,432,584)          (8,600,503)
     Principal payments on securities                                           2,898,356            1,069,079
     Principal payments on mortgage-backed securities                             940,084            1,302,257
     Purchases of mortgage-backed securities                                   (6,129,445)          (2,980,941)
     Proceeds from sale of other real estate                                          ---              157,291
     Net increase in loans receivable                                         (10,765,429)          (3,865,726)
     Purchases of premises and equipment                                         (192,374)            (109,585)
                                                                             -------------         -----------

          Net cash used in investing activities                               (14,526,269)          (6,888,120)

Cash flows from financing activities:
     Dividends paid                                                              (230,807)            (247,876)
     Purchase of treasury stock                                                  (531,125)                 ---
     Proceeds from exercised options                                               20,002                  ---
     Net increase in deposits                                                  11,725,271            2,564,802
                                                                             -------------         -----------

          Net cash provided by financing activities                            10,983,341            2,316,926

Net decrease in cash and cash equivalents                                      (2,536,566)          (3,840,434)

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

Cash and cash equivalents at end of period                                    $16,267,792          $11,973,171
                                                                      ====================    =================
</table>
See notes to consolidated financial statements.


<PAGE>



                          Greene County Bancorp, Inc.
                         Notes to Financial Statements
    As of and for the Three and Six Months Ended December 30, 2001 and 2000


(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.  All material inter-company
accounts and transactions have been eliminated in the consolidation. The results
of  operations  and other data for the three and six months  ended  December 31,
2001 are not  necessarily  indicative  of results  that may be expected  for the
entire fiscal year ending June 30, 2002.

(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 Compan'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's charter 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  stockholders  of the Company on November
27, 2000.  The mutual  holding  company (the "MHC") of the Company also received
OTS approval of its conversion from a state to federal charter on that date.

Among other  things,  the charter  conversions  will permit the MHC to waive the
receipt  of  dividends  paid by the  Company  without  causing  dilution  to the
ownership  interest of the  Company's  minority  stockholders  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 stockholders, 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 December 31,  2001,  the Bank  maintained  74.3% 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>
<caption>

                                                        Weighted Average
                                                        Number of Shares
      Three Months Ended             Net Income           Outstanding       Earnings Per Share
<S>                                  <C>                <C>                 <C>
December 31, 2001:                    $381,401
   Basic EPS                                               1,950,176               $0.20
   Diluted EPS                                             2,002,292               $0.19


December 31, 2000:                    $249,620
   Basic EPS                                               1,978,749               $0.13
   Diluted EPS                                             1,995,526               $0.13

</table>


<table>
<caption>
                                                        Weighted Average
                                                        Number of Shares
       Six Months Ended              Net Income           Outstanding       Earnings Per Share
<S>                                  <C>                <C>                 <C>
December 31, 2001:                    $725,355
   Basic EPS                                               1,962,023               $0.37
   Diluted EPS                                             2,010,782               $0.36


December 31, 2000:                    $461,285
   Basic EPS                                               1,979,944               $0.23
   Diluted EPS                                             1,992,588               $0.23


</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. The
dividend  reflected  an annual  cash  dividend  rate of $0.50 per  share,  which
represents an increase from the previous  annual cash dividend rate of $0.24 per
share.

(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 life,
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>

     <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 December 31, 2001 and June 30, 2001

ASSETS.  Total  assets  increased  to $197.4  million at December  31, 2001 from
$185.1  million at June 30, 2001,  an increase of $12.3  million,  or 6.6%.  The
increase  in assets was  primarily  due to loan and  investment  growth that was
funded by increases in interest-bearing  deposits and decreases in federal funds
holdings.  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  remained  relatively
consistent at December 31, 2001 as compared to June 30, 2001 at $6.0 million and
$5.3  million,  respectively.  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 $10.3
million at December 31, 2001 from $13.5  million at June 30, 2001, a decrease of
$3.2 million,  or 23.7%.  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 quarter-ended December 31, 2001, management attempted
to invest in higher  yielding  investment  securities  while  still  maintaining
adequate liquidity to fund loan growth.

INVESTMENT  SECURITIES.  Investment  securities  increased  to $52.9  million at
December 31, 2001 as compared to $48.9  million at June 30, 2001, an increase of
$4.0  million,  or 8.2%.  Purchases  were made of $10.5  million  of  investment
securities: $6.1 million of mortgage-backed securities, $4.0 million of callable
U.S. agency securities,  and the remaining $0.4 million of various other type of
investments securities.  These purchases were offset by maturities and principal
pay-downs.  Maturities  amounted to $3.2 million and pay-downs  amounted to $2.9
million  during the six-month  period ended  December 31, 2001.  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 $12.6 million or
23.8% of the  investment  portfolio at December  31,  2001,  as compared to $8.8
million  or  18.0%  of the  portfolio  at June 30,  2001.  Corporate  securities
represented  $22.4  million or 42.4% of the  portfolio  at December  31, 2001 as
compared  to $23.4  million or 47.9% of the  portfolio  at June 30,  2001.  U.S.
government  agencies  represented  $5.1  million  or  9.7% of the  portfolio  at
December  31,  2001,  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 quarter ended December 31, 2001,  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>


(Rounded to nearest thousand)         Market value at   Percentage    Market value at    Percentage
                                       Dec. 31, 2001   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                       5,139          9.7%            1,794          3.7%
State and political subdivisions               9,710         18.3%            9,420         19.3%
Mortgage-backed securities                    12,570         23.8%            8,783         18.0%
Asset-backed securities                        1,831          3.5%            3,300          6.8%
Corporate debt securities                     22,415         42.4%           23,432         47.9%
                                       ---------------   -----------   --------------   -------------

Total debt securities                         51,665         97.7%           47,734         97.7%

Equity securities and other                    1,207          2.3%            1,141          2.3%

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

Total available-for-sale securities          $52,872        100.0%          $48,875        100.0%
                                       ===============   ===========   ==============   =============
</table>

LOANS.  Net loans  receivable  increased to $120.3  million at December 31, 2001
from $109.8 million at June 30, 2001, an increase of $10.5 million, or 9.6%. 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  2001.   Another  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 $98.1 million at December 31, 2001, an increase of
$8.6  million,  or 9.6%.  Construction  loans  contributed  $2.6  million of the
overall  increase in residential real estate  mortgages.  Commercial real estate
mortgages  increased to $1.3  million,  or 25.0% to $6.5 million at December 31,
2001.  Residential mortgages represented 80.7% of the loan portfolio at December
31 and at June 30, 2001. A shift occurred in commercial real estate mortgages to
5.3% of the loan  portfolio at December 31, 2001 from 4.7% of the loan portfolio
at June 30,  2001.  This  shift  appears to be a result of  successful  business
development efforts to attract commercial  customers to the various products and
services offered by the Bank.

<table>

(Rounded to nearest thousand)           At          Percentage         At           Percentage
                                  Dec. 31, 2001        of        June 30, 2001         of
                                                    portfolio                       portfolio
<S>                                 <C>           <C>             <C>              <C>
Real estate mortgages
   Residential                       $98,078        80.7%           $89,528            80.7%
   Commercial                          6,490         5.3%             5,239             4.7%
Home equity loans                      6,558         5.4%             6,138             5.6%
Commercial loans                       3,885         3.2%             3,291             3.0%
Installment loans                      5,940         4.9%             6,128             5.5%
Passbook loans                           632         0.5%               596             0.5%
                                   -----------   ------------     --------------    ----------

Total loans                         $121,583       100.0%          $110,920           100.0%
                                   ===========   ============     ==============    ==========
</table>

ALLOWANCE FOR LOAN LOSS.  The allowance for loan loss is  established  through a
provision for loan losses based on management's  evaluation of the risk inherent
in the loan portfolio, the composition of the loan portfolio,  specific impaired
loans and current economic conditions. Such evaluation,  which includes a review
of all  loans  on  which  full  collectibility  may not be  reasonably  assured,
considers  among other matters,  the estimated net realizable  value or the fair
value of the underlying  collateral,  economic conditions,  historical loan loss
experience  and other  factors that  warrant  recognition  in  providing  for an
adequate 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  considers  adequate  to provide  for
potential loan losses.

In  October  2001,  the Bank  started  a new  lending  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>
<caption>

                                                           Six-Months Ended       Fiscal Year Ended
                                                          December 31, 2001        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                             18,624               50,483
                                                         ---------------        ---------------

Total loans charged off                                           21,004              76,915

Recoveries:
     Installment loans to individuals                             12,076              36,553
                                                         ---------------        ----------------

Total recoveries                                                  12,076              36,553
                                                         ---------------        -----------------
Net charge-offs                                                    8,928              40,362

Provisions charged to operations                                  98,900              60,000
                                                         ---------------        -----------------

Balance at the end of the period                                $976,053            $886,081
                                                         ===============        =================


Ratio of net charge-offs to average loans outstanding                   0.01%               0.04%
Ratio of net charge-offs to nonperforming assets                        1.29%               5.22%
Allowance for loan loss to nonperforming loans                        170.30%             119.18%
Allowance for loan loss to net loans                                    0.81%               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.  Other  real  estate  owned  is
considered nonperforming. The Bank had no accruing loans delinquent more than 90
days at December 31, 2001 or June 30, 2001.


<PAGE>


Analysis of Nonaccrual Loans and Nonperforming Assets
<table>
<caption>
                                                          At December 31, 2001    At June 30, 2001
<S>                                                               <C>                    <C>
Nonaccruing loans:
  Real estate mortgage loans
      Residential mortgages loans (one- to four-family)           $546,897                $660,607
      Commercial mortgage loans                                       ---                   71,711
   Home equity                                                      14,918                   2,380
   Installment loans to individuals                                 11,325                   8,770
                                                       ------------------------ -------------------


Total nonaccruing loans                                            573,140                 743,468

Real Estate Owned:
   Residential mortgages loans (one- to four-family)                87,199                     ---
   Commercial mortgage loans                                        30,229                  30,229
                                                       ------------------------ -------------------


Total real estate owned                                            117,428                  30,229
                                                       ------------------------ -------------------


Total nonperforming assets                                        $690,568                $773,697
                                                       ======================== ===================


Total nonperforming assets
   as a percentage of total assets                                       0.35%               0.42%

Total nonperforming loans to total loans                                 0.47%               0.67%

</table>

DEPOSITS.  Total deposits  increased to $165.9 million at December 31, 2001 from
$154.2  million at June 30, 2001, an increase of $11.7 million or 7.6%. The most
significant  dollar volume increase occurred in certificates of deposits of $5.1
million or 8.8%.  Money  market  deposits  had the most  significant  percentage
increase  of 29.6% or $2.7  million  to $11.9  million  at  December  31,  2001.
Customers  appear to be  attracted  to the  slightly  higher rate offered on the
money market accounts as compared to the standard  savings  accounts.  The money
market  accounts  also offer more  flexibility  than a  certificate  of deposit,
resulting  in a lower  rate.  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 and which has resulted in a shift
in the overall  deposit  portfolio  mix from  savings  deposits to money  market
deposits and checking  deposit  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>
<caption>
(Rounded to nearest thousand)               At           Percentage             At        Percentage
                                   December 31, 2001     of portfolio     June 30, 2001   of portfolio

<S>                                     <C>              <C>            <C>               <C>
Non-interest bearing deposits           $18,393           11.1%          $18,418          11.9%
Certificates of deposit                  63,236           38.1%           58,113          37.7%
Savings deposits                         59,270           35.7%           57,021          37.0%
Money market deposits                    11,916            7.2%            9,194           6.0%
NOW deposits                             13,103            7.9%           11,446           7.4%
                                    --------------      -------------   -----------     ----------

Total deposits                         $165,918          100.0%         $154,192         100.0%
                                    ==============      =============   ===========     ==========

</table>

<PAGE>




BORROWINGS  FROM FHLB.  There was no change in the  borrowings  between June 30,
2001 and December 31, 2001.

At December 31 and June 30, 2001, the Bank had the following borrowings:

           Amount         Rate                Maturity Date

       $2,500,000      6.82% -Fixed             09/02/2004

        2,500,000      6.80% -Fixed             10/04/2005

------------------
       $5,000,000
==================

ACCRUED EXPENSES AND OTHER  LIABILITIES.  At December 31, 2001, accrued expenses
and other liabilities amounted to approximately $0.8 million as compared to $0.6
million  at June 30,  2001,  an  increase  of $0.2  million.  The  increase  was
primarily due to increased  deferred taxes  associated with unrealized  gains on
available-for-sale   securities.   The  remaining  accrued  expenses  and  other
liabilities remained consistent between June 30, 2001 and December 31, 2001.

EQUITY.  The primary  changes in equity included  changes in retained  earnings,
accumulated comprehensive income and treasury stock. Retained earnings increased
$494,548  due to net income of $725,355  offset by  dividends  paid of $230,807.
Unrealized gains on investment securities caused accumulated other comprehensive
income to increase by $243,461 to $742,483 at December 31, 2001.  Treasury stock
increased  $503,896 to  $1,579,819  due to the  repurchase  of 37,500  shares of
common stock, offset by option exercises of 2,540 shares. The remaining changes
in equity are due to amortization of  compensation  expense  associated with the
Employee Stock  Ownership  Plan ("ESOP") and  stock-based  compensation  expense
associated with the Management Recognition and Retention Plan.



<PAGE>



Comparison of Operating  Results for the Three and Six Months Ended December 31,
2001 and 2000

INTEREST  INCOME.  Total  interest  income  increased  by $542,691  or 9.6%,  to
$6,191,419 for the six-months  ended December 31, 2001 as compared to $5,648,728
for the six-months  ended December 31, 2000.  Total interest income increased by
$232,062 or 8.1%,  to  $3,082,831  for the quarter  ended  December  31, 2001 as
compared  to  $2,850,769  for the  quarter  ended  December  31,  2000.  For the
six-month  period ended  December 31, 2001, as compared to the six-month  period
ended December 31, 2000 the most significant factor contributing to the increase
in interest income was the increase in the average balance of loans  outstanding
during the  six-month  period.  The average  balance of loans for the  six-month
period ended December 31, 2001,  amounted to $116.7 million as compared to $99.2
million for the  six-month  period  ended  December  31,  2001.  The increase in
average balance of loans was partially  offset by decreases in the yield on such
loans by 11 basis points to 7.61% for the  six-month  period ended  December 31,
2001 as compared to 7.72% for the six-month  period ended December 31, 2000. The
average balance of loans increased during the quarter-ended December 31, 2001 to
$119.0 million as compared to $100.4 million for the quarter-ended  December 31,
2000.  The  average  rate  on such  loans  decreased  23  basis  points  for the
quarter-ended  December  31,  2001  to  7.56%  as  compared  to  7.79%  for  the
quarter-ended December 31, 2000.

The  positive  increases  in  interest  income  from loans for the  quarter  and
six-month period ended December 31, 2001 of $294,856 and $610,075, respectively,
was  offset by  decreases  in  interest  income  on  investment  securities  and
interest-bearing  deposits and federal funds sold. The most significant decrease
occurred as a result of decreases in the average yield on investment  securities
of 47 basis points to 5.80% for the quarter-ended  December 31, 2001 as compared
to 6.27% for the  quarter-ended  December 31, 2000. This change due to yield was
offset  partially by an increase in average balance of investment  securities to
$51.6  million  for the  quarter-ended  December  31,  2001 as compared to $50.5
million for the quarter-ended December 31, 2000.

Other factors  causing changes in interest income were changes in the volume and
yield  associated  with  federal  funds sold  balances.  The average  balance of
federal funds increased to $14.0 million for the six-month period ended December
31, 2001 as compared to $6.6 million for the six-month period ended December 31,
2000.  However,  the  increase in average  balances  was offset by a decrease in
average  yield of 448  basis  points  to 2.97% for the  six-month  period  ended
December 31, 2001 as compared to 7.45% for the six-month  period ended  December
31, 2000. The significant increase in the level of cash at December 31, 2001 was
a result of  maturing  securities  at the end of the  quarter.  Management  also
anticipated liquidity  requirements needed in order to fund loan commitments and
tax escrow payments due early in January 2002.

The decreases in yield on the various types of interest-earning assets discussed
above  was  primarily  a  result  of  the  generally   declining  interest  rate
environment  experienced  between June 30, 2001 and December 31, 2001. 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.  Total  interest  expense  decreased  by  $169,424 or 6.2% to
$2,579,185  for the  six-month  period  ended  December  31, 2001 as compared to
$2,748,609  for the six-month  period ended  December 31, 2000.  Total  interest
expense decreased $141,264 or 10.2% to $1,237,771 for the quarter ended December
31, 2001 as compared to $1,379,035  for the quarter ended December 31, 2000. The
most significant factor contributing to the decrease in interest expense was the
decrease in average  borrowing  outstanding  for both the quarter and  six-month
period ended  December  31,  2001.  The average  borrowing  outstanding  for the
quarter  and  six-month  period  ended  December  31,  2001 was $5.0  million as
compared to $10.0  million for the quarter and six-month  period ended  December
31, 2000. This resulted in decreases of $84,664 and $166,315 in interest expense
on such borrowings for the quarter and six-month periods ended December 31, 2001
as compared to the quarter and six-month periods ended December 31, 2000.

Interest  expense on deposits for the six-month  period ended  December 31, 2001
was relatively  consistent  with the expense for the same  six-month  period the
prior year ended December 31, 2000,  despite increases in the average balance in
deposit  accounts.  The average balance in deposit  accounts  amounted to $162.0
million for the six-month  period ended  December 31, 2001 as compared to $133.8
for the six-month period ended December 31, 2000, an increase in average balance
of $28.2 million.  The savings deposit average rate decreased 72 basis points to
2.50% for the six-month  period ended December 31, 2001 as compared to 3.22% for
the six-month period ended December 31, 2000. The demand and NOW deposit average
rate decreased 21 basis points to 0.54% for the six-month  period ended December
31, 2001 as compared to 0.75% for the six-month  period ended December 31, 2000.
The  certificates of deposit average rate decreased 58 basis points to 4.72% for
the  six-month  period  ended  December  31,  2001 as  compared to 5.30% for the
six-month period ended December 31, 2000.

The  comparison of the  quarter-end  trends was similar to the six-month  trends
discussed  above.  Interest  expense on  deposits  decreased  4.7% or $56,600 to
$1,151,946 for the quarter ended December 31, 2001 as compared to $1,208,546 for
the  quarter-ended  December  31,  2000.  The  decrease in interest  expense was
primarily  the result of decreases in the average rate on deposits.  The average
balance of deposit  accounts for the quarter ended December 31, 2001 amounted to
$164.5  million as compared to $133.7 million for the quarter ended December 31,
2000,  an increase of $30.8  million.  This  increase was offset by decreases in
average  rate,  such as a decrease  of 93 basis  points in the  average  rate on
savings deposits to 2.30% for the quarter ended December 31, 2001 as compared to
3.23% for the quarter  ended  December 31, 2000.  The average rate on demand and
NOW deposits  decreased 23 basis points to 0.51% for the quarter ended  December
31, 2001 as  compared to 0.74% for the quarter  ended  December  31,  2000.  The
average rate on certificates  of deposit  decreased 86 basis points to 4.49% for
the quarter  ended  December 31, 2001 as compared to 5.35% for the quarter ended
December 31, 2000.

The decrease in average rate when  comparing the quarter and  six-month  periods
ended  December  31,  2001 to the  same  periods  ended  December  31,  2000 was
primarily a result of the decrease in the overall interest rate environment.

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 rate on such, net
interest spread  increased to 3.71% for the six-month  period ended December 31,
2001 as compared to 3.36% for the six-month  period ended  December 31, 2000, an
improvement of 35 basis points. Also, net interest margin increased to 3.96% for
the  six-month  period  ended  December  31,  2001 as  compared to 3.69% for the
six-month period ended December 31, 2000, an improvement of 27 basis points. Net
interest  spread  increased to 3.79% for the quarter ended  December 31, 2001 as
compared to 3.43% for the quarter ended  December 31, 2000, an improvement of 36
basis points. Also, net interest margin increased to 4.02% for the quarter ended
December 31, 2001 as compared to 3.75% for the quarter ended  December 31, 2000,
an improvement of 27 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 deemed  appropriate to absorb future  charge-offs  and
loans  deemed  uncollectible.  In  determining  the  appropriate  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 adequacy of the allowance.

Provisions  for loan losses for the  six-month  period  ended  December 31, 2001
amounted  to $98,900 as  compared  to $30,000  for the  six-month  period  ended
December 31, 2000. Provisions for loan losses for the quarter-ended December 31,
2001 amounted to $68,900 as compared to $15,000 for the  quarter-ended  December
31, 2000. 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.

NON-INTEREST INCOME.  Non-interest income amounted to $816,207 for the six-month
period  ended  December  31, 2001 as  compared  to  $551,804  for the prior year
six-month  period ended  December  31,  2000,  an increase of $264,403 or 47.9%.
Non-interest  income was  $463,910  for the quarter  ended  December 31, 2001 as
compared to $300,947 for the prior year  quarter  ended  December  31, 2000,  an
increase of $162,963 or 54.2%. One item which impacted both the six-month period
and  quarter  ended  December  31,  2001 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 on non-customer  use of
the Bank's ATM machines,  merchant  debit card  processing and various loan fees
such as  application  fees and  mortgage  lock-in  fees  continue to grow as the
Bank's  customer base grows and new branches begin to prosper.  During the prior
year quarter ended December 31, 2000, 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.  No such one time income
producing  activities  occurred  during the  six-month  period or quarter  ended
December 31, 2001.

NON-INTEREST  EXPENSE.  Non-interest expense increased to $3,326,786 for the six
month period ended December 31, 2001 as compared to $2,788,480 for the six month
period ended  December 31, 2000, an increase of $538,306 or 19.3%.  Non-interest
expense  amounted to  $1,710,269  for the  quarter  ended  December  31, 2001 as
compared to $1,384,561  for the quarter ended  December 31, 2000, an increase of
$325,708 or 23.5%.  Salaries and employee benefits  increased  $199,369 or 13.9%
for the six-month  period ended  December 31, 2001 and $111,398 or 15.3% for the
quarter  ended  December  31, 2001 as compared to the prior year same  six-month
period  and  quarter,  as a result  of  additional  staff  required  for the new
Westerlo  branch,  annual  raises,  and  increased  costs  of  health  care  and
retirement plan coverage.  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  six-month  period ended  December 31,
2001 was $277,400,  which  represented an effective rate of 27.7% as compared to
$172,158,  which  represented  an effective rate of 27.1% for the same six-month
period the prior year.

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 $2.5 million at December 31, 2001. The unused
portion  of  overdraft  lines of credit  amounted  to $0.8  million,  the unused
portion of home equity lines of credit amounted to $0.6 million,  and the unused
portion of commercial  lines of credit  amounted to $1.6 million at December 31,
2001. The Company  anticipates  that it will have sufficient  funds available to
meet current loan commitments based on the level of cash and cash equivalents as
well as the available for sale investment portfolio.

The Bank met all capital regulatory at December 31, 2001 and 2000. Shareholders'
equity represented 12.9% of total assets at December 31, 2001 and 13.6% of total
assets at June 30, 2001.


Recent Developments

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 current  annual
cash  dividend  rate of  $.50  per  share.  The  dividend  will  be  payable  to
stockholders  of record as of February  15,  2002,  and will be paid on March 1,
2002.



On January 15, 2002, the Board of Directors also authorized the  continuation of
the buyback program under the same terms and conditions originally authorized on
December 19, 2000.  The program  authorized  the  repurchase  of up to 5% of the
Company's outstanding shares or 102,200 shares. Due to market conditions a total
of 54,500 shares had been repurchased at an average cost of $12.90. The Board of
Directors has  authorized  the buyback of the remaining  47,800 shares under the
plan.




<PAGE>




<table>
<caption>
Part II.    Other Information

             <S>         <C>
             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
</table>
On October 24, 2001 the Company held an annual meeting of  shareholders.  At the
meeting,  proposals to (1) elect Director Walter H. Ingalls,  Paul Slutzky,  and
David H. Jenkins,  DVM each to serve as director for three-year  terms and until
their successors have been elected and qualified,  and (2) ratify the engagement
of  PricewaterhouseCoopers  LLP, to be the  Company's  auditors for the June 30,
2002 fiscal year were approved.  The votes cast for and against these  proposals
were as follows:


<table>
<Caption>

        Election to the Board Directors                        For            Withheld
                                                           ------------      ----------
        <S>                                                <C>              <C>

        Walter H. Ingalls                                   1,878,708         3,534

        Paul Slutzky                                        1,878,460         3,782

        David H. Jenkins, DVM                               1,878,820         3,422


        Ratification of PricewaterhouseCoopers LLP             For            Against       Abstain
                                                           ------------     ----------    ----------


        Number of votes                                     1,877,679         3,069         1,494


             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:  February 13, 2002

      By: /s/ J. Bruce Whittaker



      J. Bruce Whittaker
      President and Chief Executive Officer




      Date: February 13, 2002

      By: /s/ Michelle Plummer




      Michelle Plummer
      Chief Financial Officer