Registration No. 333-_________
  As filed with the Securities and Exchange Commission on December 18, 2009

                                 UNITED STATES
                       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)

        United States of America                         14-1809721
    (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
     Incorporation or Organization)

                                 302 Main Street
                            Catskill, New York 12414
                    (Address of Principal Executive Offices)

             Greene County Bancorp, Inc. 2008 Equity Incentive Plan
                       (Full Title of the Plan)Copies to:

     Mr. Donald E. Gibson                    Robert B. Pomerenk, Esquire
President and Chief Executive Officer    Luse Gorman Pomerenk & Schick, P.C.
    Greene County Bancorp, Inc           5335 Wisconsin Ave., N.W., Suite 780
        302 Main Street                         Washington, DC 20015-2035
     Catskill, New York 12414                       (202) 274-2000
         (518) 943-2600
  (Name, Address and Telephone
  Number of  Agent for Service)

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting  company" in Rule 12b-2 of the  Securities  Exchange  Act of 1934,  as
amended. (Check one):

Large accelerated filer [ ]    Accelerated filer [ ]   Non-accelerated filer [ ]
Smaller reporting company [X]



<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

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

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

<S>                             <C>                  <C>                  <C>                       <C>
Common stock,  par value
$0.10 per share                 164,500(2)           $12.50(4)            $2,056,250.00             $114.74
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.10 per share                  15,500(3)           $14.755(5)           $  228,702.50             $ 12.76
--------------------------------------------------------------------------------------------------------------------

TOTALS                          180,000                                   $2,284,952.50             $127.50
--------------------------------------------------------------------------------------------------------------------

-----------------------
(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Greene County Bancorp, Inc. 2008 Equity Incentive Plan (the "Stock
     Benefit Plan") as a result of a stock split, stock dividend or similar
     adjustment of the outstanding common stock of Greene County Bancorp, Inc.
     (the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock currently reserved for
     issuance for options granted pursuant to the Stock Benefit Plan.
(3)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
(4)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(5)  Determined pursuant to 17 C.F.R. Section 230.457(c).
</TABLE>

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

         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.

                                       2
<PAGE>


PART I.

Items 1 and 2. Plan Information and Registrant Information and Employee Plan
               Annual Information

         The documents containing the information  specified in Part I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
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,  but constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

         The  following  documents  previously  or  concurrently  filed with the
Commission are hereby incorporated by reference in this Registration Statement:

         a) The  Company's  Annual Report on Form 10-K for the fiscal year ended
June 30, 2009 (File No.  000-25165),  filed with the Commission on September 28,
2009,  pursuant to section  13(a) of the  Securities  Exchange  Act of 1934,  as
amended;

         b) All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended,  since the end of the
year covered by the Annual Report on Form 10-K referred to in (a) above; and

         c) The  description  of the  Company's  common  stock  contained in the
Registration  Statement  on Form 8-A filed with the  Commission  on December 11,
1998 (File No. 000-25165).

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act
of 1934,  as  amended,  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.

         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.

                                       3
<PAGE>

Item 6.  Indemnification of Directors and Officers

         Article XII of The Greene County Savings  Bank's (the "Bank's")  Bylaws
provides that "the Company shall indemnify its personnel,  including  directors,
officers and employees,  to the fullest extent  authorized by applicable law and
Office of Thrift  Supervision  ("OTS")  regulations,  as the same  exists or may
hereafter be amended."

         In  addition,   section  545.121  of  the  OTS   regulations   provides
indemnification  for directors  and officers of the Bank.  All the directors and
officers  of the  Company  hold  the  same  position  with  the  Bank  and  have
indemnification under OTS regulations as described below.

         Generally,  federal regulations define areas for indemnity coverage for
federal savings associations as follows:

     (a) Any person  against  whom any action is brought or  threatened  because
         that person is or was a director or officer of the savings  association
         shall be indemnified by the savings association for:
         (i)    Any amount for which that person becomes liable under a judgment
                in such action; and
         (ii)   Reasonable costs and expenses,  including reasonable  attorneys'
                fees,  actually  paid or incurred by that person in defending or
                settling  such action,  or in enforcing  his or her rights under
                this  section if he or she attains a favorable  judgment in such
                enforcement action.

     (b) Indemnification  shall be made to such person  under  paragraph  (b) of
         this Section only if:
         (i)    Final judgment on the merits is in his or her favor; or
         (ii)   In case of:
                a.   Settlement,
                b.   Final judgment against him or her, or
                c.   Final  judgment  in  his  or  her  favor, other than on the
merits, if a majority of the disinterested  directors of the savings association
determine that he or she was acting in good faith within the scope of his or her
employment or authority as he or she could  reasonably  have  perceived it under
the  circumstances  and for a purpose he or she could  reasonably  have believed
under the circumstances  was in the best interest of the savings  association or
its members.  However,  no indemnification  shall be made unless the association
gives  the  Office  at  least  60 days  notice  of its  intention  to make  such
indemnification.  Such notice  shall state the facts on which the action  arose,
the terms of any settlement,  and any disposition of the action by a court. Such
notice,  a copy thereof,  and a certified copy of the resolution  containing the
required  determination  by the board of directors shall be sent to the Regional
Director,  who shall promptly  acknowledge  receipt  thereof.  The notice period
shall run from the date of such receipt. No such  indemnification  shall be made
if the OTS advises the association in writing, within such notice period, of its
objection thereto.

     (c) As used in this paragraph:
         (i.)   "Action"  means any judicial or  administrative  proceeding,  or
                threatened  proceeding,  whether civil,  criminal, or otherwise,
                including any appeal or other proceeding for review;
         (ii.)  "Court" includes,  without limitation,  any court to which or in
                which any appeal or any proceeding for review is brought;
         (iii)  "Final Judgment" means a judgment, decree, or order which is not
                appealable or as to which the period for appeal has expired with
                no appeal taken;
         (iv)   "Settlement"  includes  the entry of a  judgment  by  consent or
                confession or a plea of guilty or of nolo contendere.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

                                       4
<PAGE>
Item 8.  Exhibits.
<TABLE>
<CAPTION>

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

<S>      <C>      <C>                                                           <C>
         4        Form of Common Stock Certificate                              *

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

         10       Greene County Bancorp, Inc. 2008 Equity
                  Incentive Plan                                                **

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

         23.2     Consent of ParenteBeard LLC, Independent Registered
                  Public Accounting Firm                                        Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
</TABLE>
----------------------
*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form SB-2 (File No. 333-63681) originally filed by the Company under the
     Securities Act with the Commission on September 18, 1998, and all
     amendments or reports filed for the purpose of updating such description.

**   Incorporated by reference to Appendix A to the proxy statement for the
     Special Meeting of Stockholders of Greene County Bancorp, Inc. (File No.
     000-25165), filed by the Company under the Securities Exchange Act of 1934,
     as amended, on June 19, 2008.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. 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;

         2.  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 bona
fide offering thereof;

         3. 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 Plan;

         4. That, for purposes of determining any liability under the Securities
Act of 1933,  each filing of the  Company's  annual  report  pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
reference in the 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

         5.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  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.

                                       5

<PAGE>

                                   SIGNATURES

         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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Catskill,  State of New
York, on this 18th day of December, 2009.


                                       GREENE COUNTY BANCORP, INC.


                                   By: /s/ Donald E. Gibson
                                       Donald E. Gibson
                                       President and Chief Executive Officer
                                       (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of Greene County  Bancorp,
Inc. (the "Company")  hereby severally  constitute and appoint Donald E. Gibson,
as our true and lawful attorney and agent, to do any and all things in our names
in the capacities indicated below which said Donald E. Gibson 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 of shares of common stock to be
granted upon the exercise of stock options under the Greene County Bancorp, Inc.
2008 Equity Incentive Plan,  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
Donald E. Gibson shall do or cause to be done by virtue thereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the date indicated.
<TABLE>
<CAPTION>

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


<S>                                         <C>                                         <C>
/s/ Donald E. Gibson                        President and                               December 15, 2009
------------------------------------        Chief Executive Officer
Donald E. Gibson                            (Principal Executive Officer)



/s/ Michelle Plummer                        Executive Vice President                    December 15, 2009
------------------------------------        Chief Operating Officer
Michelle Plummer                            and Chief Financial Officer
                                            (Principal Financial and Accounting
                                             Officer)


/s/ David H. Jenkins                        Director                                    December 15, 2009
------------------------------------
David H. Jenkins




/s/ Dennis R. O'Grady                       Director                                    December 15, 2009
------------------------------------
Dennis R. O'Grady
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                         <C>                                         <C>
/s/ Arthur Place                            Director                                    December 15, 2009
------------------------------------
Arthur Place




/s/ Charles H. Schaefer                     Director                                    December 15, 2009
------------------------------------
Charles H. Schaefer




/s/ Paul Slutzky                            Director                                    December 15, 2009
------------------------------------
Paul Slutzky




/s/ Martin C. Smith                         Chairman of the Board                       December 15, 2009
------------------------------------
Martin C. Smith




/s/ J. Bruce Whittaker                      Director                                    December 15, 2009
------------------------------------
J. Bruce Whittaker
</TABLE>




<PAGE>



                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

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

<S>      <C>      <C>                                                           <C>
         4        Form of Common Stock Certificate                              *

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

         10       Greene County Bancorp, Inc. 2008 Equity Incentive Plan        **

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

         23.2     Consent of ParenteBeard LLC, Independent Registered
                  Public Accounting Firm                                        Attached as Exhibit 23.2

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

*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form SB-2 (File No. 333-63681) originally filed by the Company under the
     Securities Act with the Commission on September 18, 1998, and all
     amendments or reports filed for the purpose of updating such description.

**   Incorporated by reference to Appendix A to the proxy statement for the
     Special Meeting of Stockholders of Greene County Bancorp, Inc. (File No.
     000-25165), filed by the Company under the Securities Exchange Act of 1934,
     as amended, on June 19, 2008.



<PAGE>

                                    Exhibit 5

                  OPINION OF LUSE GORMAN POMERENK & SCHICK, PC


<PAGE>


                          LUSE GORMAN POMERENK & SCHICK
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW

                     5335 WISCONSIN AVENUE, N.W., SUITE 400
                             WASHINGTON, D.C. 20015
                               ------------------
                            TELEPHONE (202) 274-2000
                            FACSIMILE (202) 362-2902
                                 www.luselaw.com

WRITER'S DIRECT DIAL NUMBER                                       WRITER'S EMAIL
(202) 274-2000


December 17, 2009

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

                 Re:   Greene County Bancorp, Inc. 2008 Equity Incentive Plan
                       Registration Statement on Form S-8
                       --------------------------------------------------------

Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection  with the issuance of Greene County  Bancorp,  Inc.  (the  "Company")
common stock,  par value $0.10 per share (the "Common  Stock"),  pursuant to the
Greene County  Bancorp,  Inc.  2008 Equity  Incentive  Plan (the "Stock  Benefit
Plan"). We have reviewed the Company's Charter,  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 issued
in connection with the exercise of options granted pursuant to the Stock Benefit
Plan, 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 Gorman Pomerenk & Schick, P.C.
                                       LUSE GORMAN POMERENK & SCHICK
                                       A Professional Corporation


<PAGE>
















                                  Exhibit 23.2

                          CONSENT OF PARENTEBEARD LLC.


















<PAGE>


                                  Exhibit 23.2

            Consent of Independent Registered Public Accounting Firm
            --------------------------------------------------------


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report dated  September  9, 2009,  relating to the
consolidated  financial  statements  appearing  in the  2009  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-K for the year ended
June 30, 2009.


/s/ ParenteBeard LLC

Syracuse, New York
December 18, 2009
[{"type": "S-8", "sequence": "1", "filename": "forms8-121709.txt", "secsgml_size_bytes": 25788}]
{"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": "333-163818", "film-number": "091249353"}, "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"}}
Registration No. 333-_________
  As filed with the Securities and Exchange Commission on December 18, 2009

                                 UNITED STATES
                       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)

        United States of America                         14-1809721
    (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
     Incorporation or Organization)

                                 302 Main Street
                            Catskill, New York 12414
                    (Address of Principal Executive Offices)

             Greene County Bancorp, Inc. 2008 Equity Incentive Plan
                       (Full Title of the Plan)Copies to:

     Mr. Donald E. Gibson                    Robert B. Pomerenk, Esquire
President and Chief Executive Officer    Luse Gorman Pomerenk & Schick, P.C.
    Greene County Bancorp, Inc           5335 Wisconsin Ave., N.W., Suite 780
        302 Main Street                         Washington, DC 20015-2035
     Catskill, New York 12414                       (202) 274-2000
         (518) 943-2600
  (Name, Address and Telephone
  Number of  Agent for Service)

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting  company" in Rule 12b-2 of the  Securities  Exchange  Act of 1934,  as
amended. (Check one):

Large accelerated filer [ ]    Accelerated filer [ ]   Non-accelerated filer [ ]
Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE

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

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock,  par value
$0.10 per share                 164,500(2)           $12.50(4)            $2,056,250.00             $114.74
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.10 per share                  15,500(3)           $14.755(5)           $  228,702.50             $ 12.76
--------------------------------------------------------------------------------------------------------------------

TOTALS                          180,000                                   $2,284,952.50             $127.50
--------------------------------------------------------------------------------------------------------------------

-----------------------
(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Greene County Bancorp, Inc. 2008 Equity Incentive Plan (the "Stock
     Benefit Plan") as a result of a stock split, stock dividend or similar
     adjustment of the outstanding common stock of Greene County Bancorp, Inc.
     (the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock currently reserved for
     issuance for options granted pursuant to the Stock Benefit Plan.
(3)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
(4)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(5)  Determined pursuant to 17 C.F.R. Section 230.457(c).
--------------------------

         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.

                                       2
PART I.

Items 1 and 2. Plan Information and Registrant Information and Employee Plan
               Annual Information

         The documents containing the information  specified in Part I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
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,  but constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

         The  following  documents  previously  or  concurrently  filed with the
Commission are hereby incorporated by reference in this Registration Statement:

         a) The  Company's  Annual Report on Form 10-K for the fiscal year ended
June 30, 2009 (File No.  000-25165),  filed with the Commission on September 28,
2009,  pursuant to section  13(a) of the  Securities  Exchange  Act of 1934,  as
amended;

         b) All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended,  since the end of the
year covered by the Annual Report on Form 10-K referred to in (a) above; and

         c) The  description  of the  Company's  common  stock  contained in the
Registration  Statement  on Form 8-A filed with the  Commission  on December 11,
1998 (File No. 000-25165).

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act
of 1934,  as  amended,  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.

         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.

                                       3
Item 6.  Indemnification of Directors and Officers

         Article XII of The Greene County Savings  Bank's (the "Bank's")  Bylaws
provides that "the Company shall indemnify its personnel,  including  directors,
officers and employees,  to the fullest extent  authorized by applicable law and
Office of Thrift  Supervision  ("OTS")  regulations,  as the same  exists or may
hereafter be amended."

         In  addition,   section  545.121  of  the  OTS   regulations   provides
indemnification  for directors  and officers of the Bank.  All the directors and
officers  of the  Company  hold  the  same  position  with  the  Bank  and  have
indemnification under OTS regulations as described below.

         Generally,  federal regulations define areas for indemnity coverage for
federal savings associations as follows:

     (a) Any person  against  whom any action is brought or  threatened  because
         that person is or was a director or officer of the savings  association
         shall be indemnified by the savings association for:
         (i)    Any amount for which that person becomes liable under a judgment
                in such action; and
         (ii)   Reasonable costs and expenses,  including reasonable  attorneys'
                fees,  actually  paid or incurred by that person in defending or
                settling  such action,  or in enforcing  his or her rights under
                this  section if he or she attains a favorable  judgment in such
                enforcement action.

     (b) Indemnification  shall be made to such person  under  paragraph  (b) of
         this Section only if:
         (i)    Final judgment on the merits is in his or her favor; or
         (ii)   In case of:
                a.   Settlement,
                b.   Final judgment against him or her, or
                c.   Final  judgment  in  his  or  her  favor, other than on the
merits, if a majority of the disinterested  directors of the savings association
determine that he or she was acting in good faith within the scope of his or her
employment or authority as he or she could  reasonably  have  perceived it under
the  circumstances  and for a purpose he or she could  reasonably  have believed
under the circumstances  was in the best interest of the savings  association or
its members.  However,  no indemnification  shall be made unless the association
gives  the  Office  at  least  60 days  notice  of its  intention  to make  such
indemnification.  Such notice  shall state the facts on which the action  arose,
the terms of any settlement,  and any disposition of the action by a court. Such
notice,  a copy thereof,  and a certified copy of the resolution  containing the
required  determination  by the board of directors shall be sent to the Regional
Director,  who shall promptly  acknowledge  receipt  thereof.  The notice period
shall run from the date of such receipt. No such  indemnification  shall be made
if the OTS advises the association in writing, within such notice period, of its
objection thereto.

     (c) As used in this paragraph:
         (i.)   "Action"  means any judicial or  administrative  proceeding,  or
                threatened  proceeding,  whether civil,  criminal, or otherwise,
                including any appeal or other proceeding for review;
         (ii.)  "Court" includes,  without limitation,  any court to which or in
                which any appeal or any proceeding for review is brought;
         (iii)  "Final Judgment" means a judgment, decree, or order which is not
                appealable or as to which the period for appeal has expired with
                no appeal taken;
         (iv)   "Settlement"  includes  the entry of a  judgment  by  consent or
                confession or a plea of guilty or of nolo contendere.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

                                       4
Item 8.  Exhibits.
Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ----------------------------
4        Form of Common Stock Certificate                              *

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

         10       Greene County Bancorp, Inc. 2008 Equity
                  Incentive Plan                                                **

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

         23.2     Consent of ParenteBeard LLC, Independent Registered
                  Public Accounting Firm                                        Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
----------------------
*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form SB-2 (File No. 333-63681) originally filed by the Company under the
     Securities Act with the Commission on September 18, 1998, and all
     amendments or reports filed for the purpose of updating such description.

**   Incorporated by reference to Appendix A to the proxy statement for the
     Special Meeting of Stockholders of Greene County Bancorp, Inc. (File No.
     000-25165), filed by the Company under the Securities Exchange Act of 1934,
     as amended, on June 19, 2008.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. 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;

         2.  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 bona
fide offering thereof;

         3. 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 Plan;

         4. That, for purposes of determining any liability under the Securities
Act of 1933,  each filing of the  Company's  annual  report  pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
reference in the 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

         5.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  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.

                                       5
SIGNATURES

         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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Catskill,  State of New
York, on this 18th day of December, 2009.

                                       GREENE COUNTY BANCORP, INC.

                                   By: /s/ Donald E. Gibson
                                       Donald E. Gibson
                                       President and Chief Executive Officer
                                       (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of Greene County  Bancorp,
Inc. (the "Company")  hereby severally  constitute and appoint Donald E. Gibson,
as our true and lawful attorney and agent, to do any and all things in our names
in the capacities indicated below which said Donald E. Gibson 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 of shares of common stock to be
granted upon the exercise of stock options under the Greene County Bancorp, Inc.
2008 Equity Incentive Plan,  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
Donald E. Gibson shall do or cause to be done by virtue thereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the date indicated.
Signatures                                  Title                                       Date
----------                                  -----                                       ----
/s/ Donald E. Gibson                        President and                               December 15, 2009
------------------------------------        Chief Executive Officer
Donald E. Gibson                            (Principal Executive Officer)

/s/ Michelle Plummer                        Executive Vice President                    December 15, 2009
------------------------------------        Chief Operating Officer
Michelle Plummer                            and Chief Financial Officer
                                            (Principal Financial and Accounting
                                             Officer)

/s/ David H. Jenkins                        Director                                    December 15, 2009
------------------------------------
David H. Jenkins

/s/ Dennis R. O'Grady                       Director                                    December 15, 2009
------------------------------------
Dennis R. O'Grady
/s/ Arthur Place                            Director                                    December 15, 2009
------------------------------------
Arthur Place

/s/ Charles H. Schaefer                     Director                                    December 15, 2009
------------------------------------
Charles H. Schaefer

/s/ Paul Slutzky                            Director                                    December 15, 2009
------------------------------------
Paul Slutzky

/s/ Martin C. Smith                         Chairman of the Board                       December 15, 2009
------------------------------------
Martin C. Smith

/s/ J. Bruce Whittaker                      Director                                    December 15, 2009
------------------------------------
J. Bruce Whittaker
EXHIBIT INDEX
Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ----------------------------
4        Form of Common Stock Certificate                              *

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

         10       Greene County Bancorp, Inc. 2008 Equity Incentive Plan        **

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

         23.2     Consent of ParenteBeard LLC, Independent Registered
                  Public Accounting Firm                                        Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form SB-2 (File No. 333-63681) originally filed by the Company under the
     Securities Act with the Commission on September 18, 1998, and all
     amendments or reports filed for the purpose of updating such description.

**   Incorporated by reference to Appendix A to the proxy statement for the
     Special Meeting of Stockholders of Greene County Bancorp, Inc. (File No.
     000-25165), filed by the Company under the Securities Exchange Act of 1934,
     as amended, on June 19, 2008.
Exhibit 5

                  OPINION OF LUSE GORMAN POMERENK & SCHICK, PC
LUSE GORMAN POMERENK & SCHICK
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW

                     5335 WISCONSIN AVENUE, N.W., SUITE 400
                             WASHINGTON, D.C. 20015
                               ------------------
                            TELEPHONE (202) 274-2000
                            FACSIMILE (202) 362-2902
                                 www.luselaw.com

WRITER'S DIRECT DIAL NUMBER                                       WRITER'S EMAIL
(202) 274-2000

December 17, 2009

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

                 Re:   Greene County Bancorp, Inc. 2008 Equity Incentive Plan
                       Registration Statement on Form S-8
                       --------------------------------------------------------

Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection  with the issuance of Greene County  Bancorp,  Inc.  (the  "Company")
common stock,  par value $0.10 per share (the "Common  Stock"),  pursuant to the
Greene County  Bancorp,  Inc.  2008 Equity  Incentive  Plan (the "Stock  Benefit
Plan"). We have reviewed the Company's Charter,  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 issued
in connection with the exercise of options granted pursuant to the Stock Benefit
Plan, 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 Gorman Pomerenk & Schick, P.C.
                                       LUSE GORMAN POMERENK & SCHICK
                                       A Professional Corporation
Exhibit 23.2

                          CONSENT OF PARENTEBEARD LLC.
Exhibit 23.2

            Consent of Independent Registered Public Accounting Firm
            --------------------------------------------------------

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report dated  September  9, 2009,  relating to the
consolidated  financial  statements  appearing  in the  2009  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-K for the year ended
June 30, 2009.

/s/ ParenteBeard LLC

Syracuse, New York
December 18, 2009