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 22, 2009

                           GREENE COUNTY BANCORP, INC.
             (Exact name of Registrant as specified in its charter)

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

                       302 Main Street, Catskill, NY 12414
                    (Address of principal executive offices)

               Registrant's telephone number, including area code

                                 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:

|_|  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

|_|  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 1.01. Entry into a Material Definitive Agreement.

On July 22,  2009,  The Bank of Greene  County (the  "Bank"),  the wholly  owned
subsidiary  of Greene  County  Bancorp,  Inc.  (the  "Company"),  entered into a
supervisory  agreement with the Office of Thrift  Supervision  (the "OTS"),  the
Bank's  primary  federal  regulator,  in  response to certain  deficiencies  and
weaknesses  related to the Bank's  overdraft  protection  program and related to
compliance  with certain flood laws and  regulations.  The  agreement  requires,
among  other  things,   (A)  development  and  implementation  of  policies  and
procedures for a comprehensive  overdraft  protection program; (B) establishment
of a system to detect,  monitor and report overdraft  activity;  and (C) revised
overdraft protection program disclosure statements.  The agreement also requires
the Bank to reimburse customers for fees that violated certain daily transaction
fee and dollar cap limits.  On July 16, 2009,  the Bank  refunded  approximately
$89,000  in  such  fees to  affected  customers.  The  agreement  also  requires
development and  implementation  of a program for compliance with flood laws and

The  supervisory  agreement is attached as an Exhibit to this Current  Report on
Form 8-K. The foregoing  description  of the terms of the agreement is qualified
by reference to the agreement itself.  The supervisory  agreement will remain in
effect until modified, suspended or terminated by the OTS.

The Board of  Directors  and senior  management  of the Company and the Bank are
committed to thoroughly  and  expeditiously  addressing and resolving all issues
raised in the  supervisory  agreement  on a timely  basis.  The Bank has already
fulfilled a number of the obligations  set forth in the  supervisory  agreement,
including the fee reimbursement obligation, and is in the process of undertaking
several  actions  to  comply  with the  remaining  requirements  imposed  by the
supervisory agreement. Compliance with the supervisory agreement is not expected
to have a material  adverse  effect on the  Company's or the Bank's  business or

Statements  contained in this Current Report on Form 8-K that are not historical
facts may be  forward-looking  statements as that term is defined in the Private
Securities  Litigation Reform Act of 1995. Such  forward-looking  statements are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially from those currently anticipated due to a number of factors.  Factors
that could  result in  material  variations  include,  but are not  limited  to,
unanticipated  events  related  to  the  supervisory  agreement  or  actions  by
regulators;  and the  inability  of the Bank and the  Company to comply with the
supervisory  agreement.  These factors  should be  considered in evaluating  the
forward-looking  statements  and  undue  reliance  should  not be placed on such

Item 9.01. Financial Statements and Exhibits.

     (a)  Financial Statements of Businesses Acquired: None

     (b)  Pro Forma Financial Information: None

     (c)  Shell company transactions: None

     (d)  Exhibits: Exhibit 10.1
                    Supervisory Agreement, dated as of July 22, 2009



     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 22, 2009                By:  /s/ Donald E. Gibson
                                        Donald E. Gibson
                                        President and Chief Executive Officer