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<TR>
<TD width=50%><font Size=2><B>Registration No. 333-_____ </B></font> </TD>
<TD width=50% align=right> <font Size=2><B>As filed with the Commission on Desember 8, 2000</B></font></td>
</tr>
<TR>
<td colspan=2>
                                         <BR><h3 align=center>SECURITIES AND EXCHANGE COMMISSION<BR>
                                             <font Size=3>Washington, D.C. 20549</font></h3>

<hr noshade  width=20% align=center>

                                                <h3 align=center>FORM S-8<BR>
                                               REGISTRATION STATEMENT<BR>
                                                        UNDER<BR>
                                             THE SECURITIES ACT OF 1933</h3>
<hr noshade  width=20% align=center>

                                             <p align=center><B> Greene County Bancorp, Inc.</b><BR>
                               <font Size=1>(Exact Name of Registrant as Specified in its Charter)<BR><BR></font></P>
</td></tr>
<tr>

    <td align=center><B>Delaware </B><BR>
 <font Size=1>(State of Incorporation) </font></td>

        <td align=center><B><U>14-1809721</u></b><BR>
 <font Size=1>(IRS Employer Identification No.)</font></td>


</tr>
<TR>
<td colspan=2 align=center>
                                                  <P><b> 302 Main Street<BR>
                                              Catskill, New York  12414</b>
                                       <font size=1><br>(Address of Principal Executive Offices and Zip Code)</font><BR>
</tr>
<TR>
<td colspan=2 align=center>
<hr noshade  width=20%>

                          <P align=center><b>Greene County Bancorp, Inc. 2000 Stock Option Plan<BR>
                           Greene County Bancorp, Inc. 2000 Recognition and Retention Plan</b><BR>
                                              <font size=1>(Full Title of the Plans)</FONT></p>

                                                     Copies to:
</tr>
<tr valign=top>
<td align=center><font size=2>
                           J. Bruce Whittaker<BR>
                  President and Chief Executive Officer<BR>
                       Greene County Bancorp, Inc.<BR>
                             302 Main Street <BR>
                        Catskill, New York 12414 <BR>
                             (518) 943-2600 <BR></font>
<B><font size=1>(Name, Address and Telephone)</FONT></B>
</td>
<td align=center><font size=2>
     Robert B. Pomerenk, Esquire<BR>
Luse Lehman Gorman Pomerenk &amp; Schick<BR>
     A Professional Corporation <BR>
    5335 Wisconsin Ave., NW, #400   <BR>
       Washington, D.C.  20015<BR>
           (202) 274-2000<BR></font>
<font size=1><B>(Number of Agent for Service)</b></font><BR><BR>
</td>
</tr>
<TR>
<td colspan=2>  <hr noshade width=20% align=center>
<P> <br><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933 check the following box. |X|</font>
</td>
</tr>
</TABLE>

<PAGE>

<H1 Align=Center> <FONT size=2>CALCULATION OF REGISTRATION FEE</FONT></H1>
<PRE>

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

 Title of Securities         Amount to be         Proposed Maximum
   to be Registered         Registered (1)       Offering Price Per
                                                        Share
----------------------- ----------------------- ----------------------
----------------------- ----------------------- ----------------------

  Common Stock, par
      value $.10          90,940 shares (2)          $7.875 (3)
      per share
----------------------- ----------------------- ----------------------
----------------------- ----------------------- ----------------------

  Common Stock, par
      value $.10             9 shares (4)            $8.625 (6)
      per share
----------------------- ----------------------- ----------------------
----------------------- ----------------------- ----------------------

  Common Stock, par
      value $.10          45,474 shares (5)          $8.625 (6)
      per share
----------------------- ----------------------- ----------------------
----------------------- ----------------------- ----------------------

 401(k) Participation            (7)                     -
      Interests
----------------------- ----------------------- ----------------------
----------------------- ----------------------- ----------------------

        Total               136,423 shares
======================= ======================= ======================

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

  Proposed Maximum           Amount of
 Aggregate Offering      Registration Fee
        Price
---------------------- ----------------------
---------------------- ----------------------


     $716,152.50               $190

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


       $77.63                   $1

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


     $392,213.25                $104

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

         -                     $ (8)

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

    $1,108,443.30              $295
====================== ======================</PRE>



 -------------
<PRE>
(1)  Together  with an  indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the 2000 Stock Option Plan (the "Stock  Option  Plan") and the 2000
     Recognition and Retention Plan (the  "Recognition and Retention  Plan") as
     the result of a stock split, stock dividend or similar adjustment of the
     outstanding  Common Stock of Greene County Bancorp,  Inc. pursuant to 17
     C.F.R. &#154; 230.416(a).
(2)  Represents  the number of shares  currently  reserved for issuance for
     options  granted  pursuant to the Stock
     Option Plan.
(3)  Determined by the exercise price of options pursuant to 17 C.F.R.
     &#154;230.457(h)(1).
(4)  Represents  the number of shares reserved for issuance for options which
     have not been granted  pursuant to the Stock Option Plan.
(5)  Represents  the number of shares awarded or available for award  pursuant
     to the  Recognition  and Retention Plan.
(6)  Determined  by reference  to the fair market  value of the common stock on
     November 21, 2000,  pursuant to 17 C.F.R.&#154;.230.457(c).
(7)  Represents an indeterminate number of interests in The Bank of Greene
     County  Employees'  Savings and Profit Sharing Plan and Trust.
(8)  Pursuant to Rule 457(h)(3), no registration fee with respect to these
     interests is required to be paid.

                          ________________________


         This  Registration  Statement  shall become  effective upon filing in
accordance  with Section 8(a) of the Securities Act of 1933
and 17 C.F.R.ss.230.462.
</PRE>

<PAGE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART I.</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Items 1 and 2. Plan Information and Registrant Information and Employee Plan Annual Information</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This Registration  Statement relates to the registration  of
136,423  shares of common stock of Greene County  Bancorp,  Inc.(the  "Company")
reserved for issuance and delivery under the Greene County  Bancorp,  Inc.
2000  Recognition  and Retention Plan and reserved for issuance and delivery
upon the exercise of options under the Greene  County  Bancorp, Inc. 2000 Stock
Option Plan,  as well as to an  indeterminate  number of  participation
interests in The Bank of Greene  County  Employees' Savings and Profit Sharing
Plan and Trust (the  "Employees' Plan").</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to participants in the Stock Option Plan
and the  Recognition and Retention Plan  (collectively  the "Plans") and to
participants  in the  Employees'  Plan, as specified by Rule  428(b)(1)
promulgated  by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").</FONT></P>

         <p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Such documents are not being filed with the Commission either as
part of this Registration  Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.</FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II.</FONT></H2>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 3.
Incorporation of Documents by Reference</FONT></H2>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents previously or concurrently filed by the
Company with the Commission are hereby incorporated by reference in this
Registration Statement:</P>
<OL type=a>
<LI>   the Company's Annual Report on Form
       10-KSB for the year ended June 30, 2000 (File No.  0-25165)  filed
       pursuant to Rule 13a-1 of the Securities Exchange Act of 1934, as
       amended (the "Exchange Act");

<LI>   all other reports filed by the Company  pursuant to Section 13(a) or
       15(d) of the Exchange Act since the end of the year covered by the
       Annual Report referred to above;

<LI>   the Company's  definitive  Proxy  Statement for its Annual Meeting of
       Stockholders  held on November 27, 2000;

<LI>   the description of the common stock, par value $.10 per share, of the
       Company contained in the Company&#146;s Registration Statement on Form
       SB-2 (File No.333-63681) originally filed with the Commission on
       September 18, 1998 and all amendments or reports filed for the purpose
       of updating such description, and incorporated by reference to the
       Registration Statement on Form 8-A filed by the Company under the
       Exchange Act on December 11, 1998.
</OL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents  subsequently  filed by the Company with the Commission  pursuant to Sections 13(a),  13(c),
14, or 15(d) of the Exchange  Act,  after the date hereof,  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed  incorporated  by reference into this  Registration  Statement and to be a part
thereof from the date of the filing of such documents.  Any statement contained in the documents  incorporated,  or
deemed to be  incorporated,  by  reference  herein or therein  shall be deemed to be  modified  or  superseded  for
purposes of this  Registration  Statement  and the  prospectus to the extent that a statement  contained  herein or
therein or in any other  subsequently  filed document which also is, or is deemed to be,  incorporated by reference
herein or therein  modifies or supersedes  such statement.  Any such statement so modified or superseded  shall not
be deemed,  except as so modified or  superseded,  to  constitute  a part of this  Registration  Statement  and the
prospectus.</Font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company  shall furnish  without  charge to each person to whom the  prospectus  is  delivered,  on the
written or oral request of such person,  a copy of any or all of the documents incorporated by reference,  other
than  exhibits to such documents (unless such exhibits are specifically incorporated by reference to the
information that is incorporated).  Requests should be directed to Bruce P. Egger,  Secretary, Greene County
Bancorp, Inc., 302 Main Street, Catskill, New York 12414, telephone number (518) 943-2600.</FONT></P>

<PAGE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>All information appearing in this Registration Statement and the
prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents
incorporated herein or therein by reference.</FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 4.
Description of Securities</FONT></H2>

         Not applicable.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 5. Interests
of Named Experts and Counsel</FONT></H2>

         None.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 6.
Indemnification of Directors and Officers</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Directors and officers of the Company are indemnified and held harmless  against  liability to the fullest
extent  permissible  by the general  corporation  law of Delaware as it  currently  exists or as it may be amended,
provided  any  such  amendment   provides  broader   indemnification   provisions  than  currently   exists.   This
indemnification  applies to the directors who  administer the Stock Option Plan and the  Recognition  and Retention
Plan.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  terms of the  indemnification  are set  forth in the  Company's  Certificate  of  Incorporation.  The
indemnification applies unless the director did not meet the standards of conduct which make it permissible under
the general corporation law of Delaware for the Company to indemnify the director for the amount claimed,  but
the burden of proving such defense is on the Company.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  Company  is also  permitted  under the  Certificate  of  Incorporation  to  maintain  directors'  and
officers' liability  insurance  covering its  directors  and officers and has obtained a directors'  and officers'
liability and corporation  reimbursement  policy which (subject to certain limitations and deductibles) (i) insures
officers and directors of the Company against loss arising from certain  claims made against them by reason of
their being such directors or officers;  and (ii) insures the Company  against loss which it may be required or
permitted to pay as indemnification to its directors and officers for certain claims.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as  indemnification  for liabilities  arising under the Securities Act of 1933 may be permitted to
directors,  officers or persons controlling the Company, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.</FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 7. Exemption
From Registration Claimed</FONT></H2>

         Not applicable.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 8. List
of Exhibits</FONT></H2>

<PRE>
Regulation S-K                                          Reference to Prior Filing or
Exhibit Number            Document                      Exhibit No. Attached Hereto
--------------            --------                      ---------------------------

     4       Specimen form of common stock certificate  *
             of Greene County Bancorp, Inc.

     5       Opinion of Luse Lehman Gorman Pomerenk     Attached as Exhibit 5
             &amp;Schick, P.C.

   23.1      Consent of Luse Lehman Gorman Pomerenk     Contained in Exhibit 5
             &amp;Schick, P.C.

   23.2      Consent of PricewaterhouseCoopers, LLP     Attached as Exhibit 23.2


   24        Power of Attorney                       Contained on Signature Page</PRE>

<PAGE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Filed as an exhibit to the Company&#146;s
Registration Statement on Form SB-2(File No. 333-63681) filed with the
Commission on September 18, 1998 pursuant to Section 5 of the Securities Act of
1933 and all amendments thereto or reports filed for the purpose of updating
such description. All of such previously filed documents are hereby incorporated
herein by reference in accordance with Item 601 of Regulation S-K.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>**&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Filed as exhibits to the Company&#146;s Proxy
Statement relating to the Company&#146;s November 27, 2000 annual meeting of
stockholders, filed with the Commission on October 10, 2000, which is
incorporated herein by reference.</FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 9.Undertakings</FONT></H2>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>The undersigned Registrant hereby undertakes:</FONT>

<OL type=1>
<LI>To file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such information in
this Registration Statement;

<LI>That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bonafide offering thereof;

<LI>To  remove  from  registration by  means of a  post-effective  amendment
any of the securities being registered  which remain unsold at the  termination
of the Stock Option Plan and the  Recognition  and  Retention Plan;

<LI>That, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant&#146;s annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

<LI>Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
</OL>


<PAGE>

<PRE>

                        EXHIBIT INDEX


<U>Exhibit Number</u>                            <u> Description</u>



   5           Opinion of Luse Lehman Gorman Pomerenk &amp; Schick, A
               Professional Corporation as to the legality of the Common Stock
               registered hereby.

   23.1        Consent of Luse Lehman Gorman Pomerenk &amp; Schick,
               A Professional Corporation (contained in the opinion included as
               Exhibit 5)

   23.2        Consent of PricewaterhouseCoopers LLP</PRE>



<FONT FACE="Times New Roman, Times, Serif" SIZE=1>F:\clients\1113\Form S-8.wpd</font>


<PAGE>


<PRE>
   The Registrant. Pursuant to the  requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe  that it
meets all of the  requirements  for filing on Form S-8 and has duly caused this
registration  statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Catskill, New York, on this 8th day of December, 2000.

                                                      Greene County Bancorp, Inc.


                                                  By:      /s/J. Bruce Whittaker
                                             -----------------------------------
                                               J. Bruce Whittaker, President and
                                                        Chief Executive Officer


                                POWER OF ATTORNEY

    We, the undersigned directors and officers of Greene  County  Bancorp,
Inc.  (the  "Company") hereby severally constitute and appoint J. Bruce
Whittaker as our true and lawful attorney and agent, to do any and all things
in our names in the capacities indicated below  which said J. Bruce
Whittaker may deem  necessary or advisable to enable the Company to comply with
the  Securities Act of 1933, and any  rules, regulations and requirements of the
Securities and Exchange Commission,  in connection with the registration
statement on Form S-8 relating to the offering of the  Company's  Common Stock,
including  specifically, but not limited to, power and authority to sign for us
in our names in the capacities indicated  below the  registration  statement
and any and all amendments (including  post-effective  amendments) thereto; and
we hereby approve, ratify and confirm all that said J. Bruce Whittaker shall do
or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration  statement has been signed below by the following persons in the
capacities and as of the dates indicated.

Signatures                       Title                               Date
----------                       -----                               ----


/s/J. Bruce Whittaker      President and Chief Executive       November 21, 2000
----------------------
J. Bruce Whittaker        Officer and Chairman of the Board
                          (Principal Executive Officer)


/s/Michelle Plummer       Chief Financial Officer              November 21, 2000
----------------------
Michelle Plummer


/s/Walter H. Ingalls      Chairman of the Board                November 21, 2000
----------------------
Walter H. Ingalls


/s/Richard J. Buck        Director                             November 21, 2000
----------------------
Richard J. Buck


/s/Raphael Klein          Director                             November 21, 2000
---------------------
Raphael Klein

<PAGE>
/s/Paul Slutzky            Director                            November 21, 2000
---------------------
Paul Slutzky

/s/Anthony Camera, Jr.     Director                            November 21, 2000
----------------------
Anthony Camera, Jr.


/s/David H. Jenkins        Director                            November 21, 2000
----------------------
David H. Jenkins


/s/Dennis R. O'Grady       Director                            November 21, 2000
----------------------
Dennis R. O'Grady


/s/Martin C. Smith         Director                            November 21, 2000
----------------------
Martin C. Smith

</PRE>

<PAGE>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 5</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>OPINION OF
LUSE LEHMAN GORMAN POMERENK &amp; SCHICK, P.C.</FONT></H1>


<PAGE>

<PRE>
November 30, 2000


Board of Directors
Greene County Bancorp, Inc.
302 Main Street
Catskill, New York 12414

                  Re:      Greene County Bancorp, Inc.
                           Registration Statement on Form S-8
                           ----------------------------------

Ladies and Gentlemen:

         You have  requested the opinion of this firm as to certain  matters in
connection with the offer and sale of Greene  County  Bancorp,  Inc. (the
"Company") common  stock,  par value $.10 per share (the "Common  Stock"),
pursuant to the 2000 Stock Option Plan and the 2000  Recognition  and Retention
Plan  (together,  the "Plans").  We have reviewed the Company's Certificate of
Incorporation,  Registration  Statement on Form S-8 (the "Form S-8"), as well
as applicable statutes and regulations governing the Company and the offer and
sale of the Common Stock.

         Based on the foregoing, we are of the following opinion:

         Upon the effectiveness of the Form S-8, the Common  Stock,  when sold
         in  connection  with the exercise of options granted pursuant to the
         Plans, will be legally  issued,  fully paid and non-assessable.

         This opinion has been prepared solely for the use of the Company in
connection  with the  preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other  person  without the
prior written consent of this firm.  We hereby consent to the use of this
opinion in the Form S-8.

                                                     Very truly yours,


                                    /s/ Luse Lehman Gorman Pomerenk &amp; Schick
                                        ----------------------------------------
                                        Luse Lehman Gorman Pomerenk &amp; Schick
                                                A Professional Corporation</PRE>


<PAGE>




<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 23.2</FONT></H1>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CONSENT OF PRICEWATERHOUSECOOPERS LLP</FONT></H1>




<PAGE>


<PRE>                      <B><U>CONSENT OF INDEPENDENT ACCOUNTANTS</U></B>


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 27, 2000 relating to the
financial statements, which appears in the 2000 Annual Report to Shareholders of
Greene County Bancorp, Inc., which is incorporated by reference in Greene County
Bancorp, Inc.'s Annual Report on Form 10-KSB for the year ended June 30, 2000.




                                                   /s/PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP


 December 5, 2000
</PRE>


<font size=1>F:\clients\1113\Form S-8.wpd\</FONT>







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{"company-data": {"conformed-name": "GREENE COUNTY BANCORP INC", "cik": "0001070524", "assigned-sic": "6036", "irs-number": "141809721", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51538", "film-number": "786070"}, "business-address": {"street1": "302 MAIN STREET", "city": "CATSKILL", "state": "NY", "zip": "12414", "phone": "5189432600"}, "mail-address": {"street1": "302 MAIN STREET", "city": "CATSKILL", "state": "NY", "zip": "12414"}}
Cover Page template
Registration No. 333-_____
As filed with the Commission on Desember 8, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Greene County Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State of Incorporation)
14-1809721
(IRS Employer Identification No.)
302 Main Street
Catskill, New York  12414
(Address of Principal Executive Offices and Zip Code)
Greene County Bancorp, Inc. 2000 Stock Option Plan
Greene County Bancorp, Inc. 2000 Recognition and Retention Plan
(Full Title of the Plans)
Copies to:
J. Bruce Whittaker
President and Chief Executive Officer
Greene County Bancorp, Inc.
302 Main Street
Catskill, New York 12414
(518) 943-2600
(Name, Address and Telephone)
Robert B. Pomerenk, Esquire
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
5335 Wisconsin Ave., NW, #400
Washington, D.C.  20015
(202) 274-2000
(Number of Agent for Service)
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933 check the following box. |X|
CALCULATION OF REGISTRATION FEE
======================= ======================= ======================

 Title of Securities         Amount to be         Proposed Maximum
   to be Registered         Registered (1)       Offering Price Per
                                                        Share
----------------------- ----------------------- ----------------------
----------------------- ----------------------- ----------------------

  Common Stock, par
      value $.10          90,940 shares (2)          $7.875 (3)
      per share
----------------------- ----------------------- ----------------------
----------------------- ----------------------- ----------------------

  Common Stock, par
      value $.10             9 shares (4)            $8.625 (6)
      per share
----------------------- ----------------------- ----------------------
----------------------- ----------------------- ----------------------

  Common Stock, par
      value $.10          45,474 shares (5)          $8.625 (6)
      per share
----------------------- ----------------------- ----------------------
----------------------- ----------------------- ----------------------

 401(k) Participation            (7)                     -
      Interests
----------------------- ----------------------- ----------------------
----------------------- ----------------------- ----------------------

        Total               136,423 shares
======================= ======================= ======================

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

  Proposed Maximum           Amount of
 Aggregate Offering      Registration Fee
        Price
---------------------- ----------------------
---------------------- ----------------------

     $716,152.50               $190

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

       $77.63                   $1

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

     $392,213.25                $104

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

         -                     $ (8)

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

    $1,108,443.30              $295
====================== ======================
-------------
(1)  Together  with an  indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the 2000 Stock Option Plan (the "Stock  Option  Plan") and the 2000
     Recognition and Retention Plan (the  "Recognition and Retention  Plan") as
     the result of a stock split, stock dividend or similar adjustment of the
     outstanding  Common Stock of Greene County Bancorp,  Inc. pursuant to 17
     C.F.R. š 230.416(a).
(2)  Represents  the number of shares  currently  reserved for issuance for
     options  granted  pursuant to the Stock
     Option Plan.
(3)  Determined by the exercise price of options pursuant to 17 C.F.R.
     š230.457(h)(1).
(4)  Represents  the number of shares reserved for issuance for options which
     have not been granted  pursuant to the Stock Option Plan.
(5)  Represents  the number of shares awarded or available for award  pursuant
     to the  Recognition  and Retention Plan.
(6)  Determined  by reference  to the fair market  value of the common stock on
     November 21, 2000,  pursuant to 17 C.F.R.š.230.457(c).
(7)  Represents an indeterminate number of interests in The Bank of Greene
     County  Employees'  Savings and Profit Sharing Plan and Trust.
(8)  Pursuant to Rule 457(h)(3), no registration fee with respect to these
     interests is required to be paid.

                          ________________________

         This  Registration  Statement  shall become  effective upon filing in
accordance  with Section 8(a) of the Securities Act of 1933
and 17 C.F.R.ss.230.462.
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan Annual Information
This Registration  Statement relates to the registration  of
136,423  shares of common stock of Greene County  Bancorp,  Inc.(the  "Company")
reserved for issuance and delivery under the Greene County  Bancorp,  Inc.
2000  Recognition  and Retention Plan and reserved for issuance and delivery
upon the exercise of options under the Greene  County  Bancorp, Inc. 2000 Stock
Option Plan,  as well as to an  indeterminate  number of  participation
interests in The Bank of Greene  County  Employees' Savings and Profit Sharing
Plan and Trust (the  "Employees' Plan").
The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to participants in the Stock Option Plan
and the  Recognition and Retention Plan  (collectively  the "Plans") and to
participants  in the  Employees'  Plan, as specified by Rule  428(b)(1)
promulgated  by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not being filed with the Commission either as
part of this Registration  Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.
PART II.
Item 3.
Incorporation of Documents by Reference
The following documents previously or concurrently filed by the
Company with the Commission are hereby incorporated by reference in this
Registration Statement:
the Company's Annual Report on Form
       10-KSB for the year ended June 30, 2000 (File No.  0-25165)  filed
       pursuant to Rule 13a-1 of the Securities Exchange Act of 1934, as
       amended (the "Exchange Act");
all other reports filed by the Company  pursuant to Section 13(a) or
       15(d) of the Exchange Act since the end of the year covered by the
       Annual Report referred to above;
the Company's  definitive  Proxy  Statement for its Annual Meeting of
       Stockholders  held on November 27, 2000;
the description of the common stock, par value $.10 per share, of the
       Company contained in the Company's Registration Statement on Form
       SB-2 (File No.333-63681) originally filed with the Commission on
       September 18, 1998 and all amendments or reports filed for the purpose
       of updating such description, and incorporated by reference to the
       Registration Statement on Form 8-A filed by the Company under the
       Exchange Act on December 11, 1998.
All documents  subsequently  filed by the Company with the Commission  pursuant to Sections 13(a),  13(c),
14, or 15(d) of the Exchange  Act,  after the date hereof,  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed  incorporated  by reference into this  Registration  Statement and to be a part
thereof from the date of the filing of such documents.  Any statement contained in the documents  incorporated,  or
deemed to be  incorporated,  by  reference  herein or therein  shall be deemed to be  modified  or  superseded  for
purposes of this  Registration  Statement  and the  prospectus to the extent that a statement  contained  herein or
therein or in any other  subsequently  filed document which also is, or is deemed to be,  incorporated by reference
herein or therein  modifies or supersedes  such statement.  Any such statement so modified or superseded  shall not
be deemed,  except as so modified or  superseded,  to  constitute  a part of this  Registration  Statement  and the
prospectus.
The Company  shall furnish  without  charge to each person to whom the  prospectus  is  delivered,  on the
written or oral request of such person,  a copy of any or all of the documents incorporated by reference,  other
than  exhibits to such documents (unless such exhibits are specifically incorporated by reference to the
information that is incorporated).  Requests should be directed to Bruce P. Egger,  Secretary, Greene County
Bancorp, Inc., 302 Main Street, Catskill, New York 12414, telephone number (518) 943-2600.
All information appearing in this Registration Statement and the
prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents
incorporated herein or therein by reference.
Item 4.
Description of Securities
Not applicable.
Item 5. Interests
of Named Experts and Counsel
None.
Item 6.
Indemnification of Directors and Officers
Directors and officers of the Company are indemnified and held harmless  against  liability to the fullest
extent  permissible  by the general  corporation  law of Delaware as it  currently  exists or as it may be amended,
provided  any  such  amendment   provides  broader   indemnification   provisions  than  currently   exists.   This
indemnification  applies to the directors who  administer the Stock Option Plan and the  Recognition  and Retention
Plan.
The  terms of the  indemnification  are set  forth in the  Company's  Certificate  of  Incorporation.  The
indemnification applies unless the director did not meet the standards of conduct which make it permissible under
the general corporation law of Delaware for the Company to indemnify the director for the amount claimed,  but
the burden of proving such defense is on the Company.
The  Company  is also  permitted  under the  Certificate  of  Incorporation  to  maintain  directors'  and
officers' liability  insurance  covering its  directors  and officers and has obtained a directors'  and officers'
liability and corporation  reimbursement  policy which (subject to certain limitations and deductibles) (i) insures
officers and directors of the Company against loss arising from certain  claims made against them by reason of
their being such directors or officers;  and (ii) insures the Company  against loss which it may be required or
permitted to pay as indemnification to its directors and officers for certain claims.
Insofar as  indemnification  for liabilities  arising under the Securities Act of 1933 may be permitted to
directors,  officers or persons controlling the Company, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 7. Exemption
From Registration Claimed
Not applicable.
Item 8. List
of Exhibits
Regulation S-K                                          Reference to Prior Filing or
Exhibit Number            Document                      Exhibit No. Attached Hereto
--------------            --------                      ---------------------------

     4       Specimen form of common stock certificate  *
             of Greene County Bancorp, Inc.

     5       Opinion of Luse Lehman Gorman Pomerenk     Attached as Exhibit 5
             &Schick, P.C.

   23.1      Consent of Luse Lehman Gorman Pomerenk     Contained in Exhibit 5
             &Schick, P.C.

   23.2      Consent of PricewaterhouseCoopers, LLP     Attached as Exhibit 23.2

   24        Power of Attorney                       Contained on Signature Page
*     Filed as an exhibit to the Company's
Registration Statement on Form SB-2(File No. 333-63681) filed with the
Commission on September 18, 1998 pursuant to Section 5 of the Securities Act of
1933 and all amendments thereto or reports filed for the purpose of updating
such description. All of such previously filed documents are hereby incorporated
herein by reference in accordance with Item 601 of Regulation S-K.
**     Filed as exhibits to the Company's Proxy
Statement relating to the Company's November 27, 2000 annual meeting of
stockholders, filed with the Commission on October 10, 2000, which is
incorporated herein by reference.
Item 9.Undertakings
The undersigned Registrant hereby undertakes:
To file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such information in
this Registration Statement;
That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bonafide offering thereof;
To  remove  from  registration by  means of a  post-effective  amendment
any of the securities being registered  which remain unsold at the  termination
of the Stock Option Plan and the  Recognition  and  Retention Plan;
That, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
EXHIBIT INDEX
Exhibit Number
Description
5           Opinion of Luse Lehman Gorman Pomerenk & Schick, A
               Professional Corporation as to the legality of the Common Stock
               registered hereby.

   23.1        Consent of Luse Lehman Gorman Pomerenk & Schick,
               A Professional Corporation (contained in the opinion included as
               Exhibit 5)

   23.2        Consent of PricewaterhouseCoopers LLP
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The Registrant. Pursuant to the  requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe  that it
meets all of the  requirements  for filing on Form S-8 and has duly caused this
registration  statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Catskill, New York, on this 8th day of December, 2000.

                                                      Greene County Bancorp, Inc.

                                                  By:      /s/J. Bruce Whittaker
                                             -----------------------------------
                                               J. Bruce Whittaker, President and
                                                        Chief Executive Officer

                                POWER OF ATTORNEY

    We, the undersigned directors and officers of Greene  County  Bancorp,
Inc.  (the  "Company") hereby severally constitute and appoint J. Bruce
Whittaker as our true and lawful attorney and agent, to do any and all things
in our names in the capacities indicated below  which said J. Bruce
Whittaker may deem  necessary or advisable to enable the Company to comply with
the  Securities Act of 1933, and any  rules, regulations and requirements of the
Securities and Exchange Commission,  in connection with the registration
statement on Form S-8 relating to the offering of the  Company's  Common Stock,
including  specifically, but not limited to, power and authority to sign for us
in our names in the capacities indicated  below the  registration  statement
and any and all amendments (including  post-effective  amendments) thereto; and
we hereby approve, ratify and confirm all that said J. Bruce Whittaker shall do
or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration  statement has been signed below by the following persons in the
capacities and as of the dates indicated.

Signatures                       Title                               Date
----------                       -----                               ----

/s/J. Bruce Whittaker      President and Chief Executive       November 21, 2000
----------------------
J. Bruce Whittaker        Officer and Chairman of the Board
                          (Principal Executive Officer)

/s/Michelle Plummer       Chief Financial Officer              November 21, 2000
----------------------
Michelle Plummer

/s/Walter H. Ingalls      Chairman of the Board                November 21, 2000
----------------------
Walter H. Ingalls

/s/Richard J. Buck        Director                             November 21, 2000
----------------------
Richard J. Buck

/s/Raphael Klein          Director                             November 21, 2000
---------------------
Raphael Klein
/s/Paul Slutzky            Director                            November 21, 2000
---------------------
Paul Slutzky

/s/Anthony Camera, Jr.     Director                            November 21, 2000
----------------------
Anthony Camera, Jr.

/s/David H. Jenkins        Director                            November 21, 2000
----------------------
David H. Jenkins

/s/Dennis R. O'Grady       Director                            November 21, 2000
----------------------
Dennis R. O'Grady

/s/Martin C. Smith         Director                            November 21, 2000
----------------------
Martin C. Smith
EXHIBIT 5
OPINION OF
LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
November 30, 2000

Board of Directors
Greene County Bancorp, Inc.
302 Main Street
Catskill, New York 12414

                  Re:      Greene County Bancorp, Inc.
                           Registration Statement on Form S-8
                           ----------------------------------

Ladies and Gentlemen:

         You have  requested the opinion of this firm as to certain  matters in
connection with the offer and sale of Greene  County  Bancorp,  Inc. (the
"Company") common  stock,  par value $.10 per share (the "Common  Stock"),
pursuant to the 2000 Stock Option Plan and the 2000  Recognition  and Retention
Plan  (together,  the "Plans").  We have reviewed the Company's Certificate of
Incorporation,  Registration  Statement on Form S-8 (the "Form S-8"), as well
as applicable statutes and regulations governing the Company and the offer and
sale of the Common Stock.

         Based on the foregoing, we are of the following opinion:

         Upon the effectiveness of the Form S-8, the Common  Stock,  when sold
         in  connection  with the exercise of options granted pursuant to the
         Plans, will be legally  issued,  fully paid and non-assessable.

         This opinion has been prepared solely for the use of the Company in
connection  with the  preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other  person  without the
prior written consent of this firm.  We hereby consent to the use of this
opinion in the Form S-8.

                                                     Very truly yours,

                                    /s/ Luse Lehman Gorman Pomerenk & Schick
                                        ----------------------------------------
                                        Luse Lehman Gorman Pomerenk & Schick
                                                A Professional Corporation
EXHIBIT 23.2
CONSENT OF PRICEWATERHOUSECOOPERS LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 27, 2000 relating to the
financial statements, which appears in the 2000 Annual Report to Shareholders of
Greene County Bancorp, Inc., which is incorporated by reference in Greene County
Bancorp, Inc.'s Annual Report on Form 10-KSB for the year ended June 30, 2000.

                                                   /s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

 December 5, 2000
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