GREENE COUNTY BANCORP INC
11-K, 1999-06-29
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 11-K

                                  ANNUAL REPORT
                        PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

[X]      ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
         OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].

For the fiscal year ended           December 31, 1998
                          ------------------------------------------------------

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934 [NO FEE REQUIRED].

For the transition period from _______________ to  ______________________

                         Commission File Number 0-25165
                                                _______

         A. Full  title of the plan and the  address of the plan,  if  different
            from that of the issuer named below:

                  The Bank of Greene County Employees' Savings
                       and Profit Sharing Plan and Trust

         B:  Name of issuer of the securities held pursuant to the plan and the
             address of its principal executive office:

                           Greene County Bancorp, Inc.
                                 425 Main Street
                            Catskill, New York 12414

























<PAGE>


                              SUMMARY ANNUAL REPORT

                      THE BANK OF GREENE COUNTY EMPLOYEES'
                         SAVINGS AND PROFIT SHARING PLAN


This is a summary of the annual report for The Bank of Greene County  Employees'
Savings and Profit  Sharing Plan, EIN  14-0553610,  Plan No. 002, for the period
January 1, 1998 through December 31, 1998. The annual report has been filed with
the Internal Revenue Service,  as required under the Employee  Retirement Income
Security Act of 1974 (ERISA).

                            Basic Financial Statement

Benefits  under the plan are provided  through a trust fund.  Plan expenses were
$921. These expenses  included $921 in  administrative  expenses.  A total of 43
persons were participants in or beneficiaries of the plan at the end of the plan
year,  although  not all of these  persons  had yet  earned the right to receive
benefits.

The  value of plan  assets,  after  subtracting  liabilities  of the  plan,  was
$1,106,655 as of December 31, 1998, compared to $0 as of January 1, 1998 (due to
the transfer of assets from the Financial Institutions Thrift Plan as adopted by
Greene County  Savings Bank to The Bank of Greene County Employees'  Savings and
Profit Sharing Plan).  During the plan year the plan  experienced an increase in
its net assets of $1,106,655. This increase includes the transfer of assets from
the Financial  Institutions Thrift Plan as adopted by Greene County Savings Bank
to The Bank of Greene County  Employees'  Savings  and Profit  Sharing  Plan and
unrealized  appreciation  in the value of plan assets;  that is, the  difference
between  the value of the plan's  assets at the end of the year and the value of
the assets at the  beginning of the year or the cost of assets  acquired  during
the  year.  The  plan  had  total  income  of  $1,107,576   including   employer
contributions  of $19,204,  realized  gains of $12,101  from the sale of assets,
earnings  from  investments  of $2,432 and an asset  transfer from the Financial
Institutions Thrift Plan of $970,057.

                      Your Rights To Additional Information

You have the right to receive a copy of the full annual report. To obtain a copy
of the full annual report, or any part thereof, write or call The Bank of Greene
County, 425 Main Street, Catskill, New York 12414, (518) 943-3700.

You also have the right to receive from the plan  administrator,  on request and
at no  charge,  a  statement  of the  assets  and  liabilities  of the  plan and
accompanying  notes,  or a  statement  of income  and  expenses  of the plan and
accompanying  notes,  or both.  If you request a copy of the full annual  report
from the plan administrator, these two statements and accompanying notes will be
included as part of that report.

You also have the legally  protected  right to examine the annual  report at the
main office of the plan (The Bank of Greene County,  425 Main Street,  Catskill,
New York 12414) and at the U.S.  Department of Labor in Washington,  D.C., or to
obtain a copy from the U.S.  Department of Labor upon payment of copying  costs.
Requests to the  Department  should be addressed  to:  Public  Disclosure  Room,
N-5638, Pension and Welfare Benefits  Administration,  U.S. Department of Labor,
200 Constitution Avenue, N.W., Washington, D.C. 20210.


<PAGE>


                                   SIGNATURES


         The Plan.  Pursuant to the requirements of the Securities  Exchange Act
of 1934,  the trustees (or other  persons who  administer  the employee  benefit
plan)  have duly  caused  this  annual  report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       THE BANK OF GREENE COUNTY EMPLOYEES'
                                       SAVINGS AND PROFIT SHARING PLAN AND TRUST






Date:   June 29, 1999                  By:    /s/ J. Bruce Whittaker
                                              ______________________
                                       Name:  J. Bruce Whittaker
                                       Title: Plan Administrator









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