WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): July 29, 2008

                           GREENE COUNTY BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Federal                       0-25165                14-1809721
------------------------------     ---------------------    --------------------
(State or Other Jurisdiction       (Commission File No.)      (I.R.S. Employer
     of Incorporation)                                      Identification No.)

302 Main Street, Catskill NY                                     12414
-----------------------------------------                     -----------
(Address of Principal Executive Offices)                      (Zip Code)

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

                                 Not Applicable
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
            Appointment of Certain Officers; Compensatory Arrangements of
            Certain Officers

     (e) At the special meeting of  stockholders of Greene County Bancorp,  Inc.
(the "Company") held on July 29, 2008, the  stockholders  approved the Company's
2008 Equity Incentive Plan (the "Plan").  As described in the Company's  special
meeting  proxy  statement,  the  Company's  directors,  officers  and  employees
(including its principal  executive  officer,  principal  financial  officer and
other "named  executive  officers")  are eligible to be granted awards under the
Plan.  Although  no awards  have  been  granted  under  the Plan to date,  it is
anticipated  that a significant  number of awards under the Plan will be granted
to the Company's officers and directors in the quarter ended September 30, 2008.

     A  description  of the Plan was included in the Company's  special  meeting
proxy statement,  filed with the Securities and Exchange  Commission on June 19,
2008  and is  incorporated  herein  by  reference.  A copy of the  Plan was also
attached as Appendix A to the  Company's  proxy  statement  and is  incorporated
herein by reference.

Item 9.01.  Financial Statements and Exhibits

     (d) Exhibits.

              Exhibit No.          Description

                  10.1             Greene  County  Bancorp,  Inc. 2008 Equity
                                   Incentive  Plan  (incorporated  by reference
                                   to Appendix  A of the  Company's  Definitive
                                   Proxy  Statement  for  the  Special  Meeting
                                   of Stockholders (File No. 000-25165), as
                                   filed with the SEC on June 19, 2008).


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

                                       GREENE COUNTY BANCORP, INC.

DATE:  July 29, 2008               By: /s/ Donald E. Gibson
                                           Donald E. Gibson
                                           President and Chief Executive Officer