UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported): December 15, 2009

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

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


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


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

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

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

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

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

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

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







Item 5.03(a).  Amendments  to Articles  of  Incorporation  or Bylaws;  Change in
               Fiscal Year

     On December 15, 2009, the Board of Directors of Greene County Bancorp, Inc.
(the  "Company")  unanimously  approved an amendment to Article II, Section 2 of
the Company's  Bylaws to specify the date of the annual meeting of  stockholders
of the Company as the first  Saturday of November at 10:00 a.m. (from the fourth
Wednesday  of October at 5:00 p.m.),  unless the Board of  Directors  determines
another date and time within 150 days of the end of the Company's fiscal year.

     On  December  15,  2009,  the  Board  of  Directors  of  the  Company  also
unanimously  approved an amendment to Article III,  Section 15 of the  Company's
Bylaws to change the age  limitation  for  reelection  to the Board of Directors
from 75  years  to 72 years  and to  remove  an  exception  to the 70 years  age
limitation for initial election to the Board of Directors.

Item 9.01   Financial Statements and Exhibits

(a)  Financial Statements of businesses acquired. Not Applicable.

(b)  Pro forma financial information. Not Applicable.

(c)  Shell Company Transactions. Not Applicable

(d)  Exhibits.

                  The following Exhibit is attached as part of this report:


                  3.2 Greene County Bancorp, Inc. Bylaws, as amended as
                        described in this Form 8-K

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                                   SIGNATURES
                                   ----------

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

                                                GREENE COUNTY BANCORP, INC.


DATE:  December 21, 2009              By:       /s/ Michelle Plummer
                                                -------------------------------
                                                Michelle Plummer
                                                Executive Vice President and
                                                Chief Financial Officer and
                                                Chief Operating Officer


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