8-K

                                  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): July 21, 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 8.01    Other Events
             ------------

     On July 21, 2009,  the Board of Directors of Greene  County  Bancorp,  Inc.
approved  a  quarterly  cash  dividend  of  $0.17  per  share.  A press  release
announcing the details of the declaration is filed as exhibit 99.1.

     Greene  County  Bancorp,  MHC,  majority  stockholder  of the Greene County
Bancorp,  Inc.  and owner of  2,304,632  shares of the  4,105,312  total  shares
outstanding,  has waived the right to receive its portion of the dividend, based
on action of its Board of Directors. Accordingly, the dividend is expected to be
paid only on the  1,800,680  shares  owned by  minority  stockholders  of Greene
County Bancorp, Inc.

         Exhibit No.                        Description
         -----------                        -----------
         99                                 Press release dated July 23, 2009






                                   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:  July 23, 2009            By:      /s/ Donald E. Gibson
                                         --------------------------------------
                                         Donald E. Gibson
                                         President and Chief Executive Officer

EX-99.1

                                  Exhibit 99.1
                                  ------------
July 23, 2009
FOR IMMEDIATE RELEASE
Contact:  Donald E. Gibson, President & CEO
518.943.2600

                           GREENE COUNTY BANCORP, INC.
                             ANNOUNCES CASH DIVIDEND

Catskill,  NY - July 23, 2009. Greene County Bancorp,  Inc.  (NASDAQ-GCBC) today
announced  that its Board of  Directors  has approved  the  continuation  of the
Company's  quarterly  cash dividend of $0.17 per share of the  Company's  common
stock. The dividend reflects an annual cash dividend rate of $0.68 per share.

The  dividend  will be paid to  shareholders  of record as of August  14,  2009,
payable on September 2, 2009.

The Company is the  majority-owned  subsidiary of Greene County Bancorp,  MHC, a
federal  mutual  holding  company,  which  owns 56.2  percent  of the  Company's
outstanding  shares.  Greene  County  Bancorp,  MHC  waived its right to receive
dividends on its shares of the Company.

Greene  County  Bancorp,  Inc.  is the  direct  and  indirect  holding  company,
respectively,  for The Bank of Greene County, a federally-chartered  thrift, and
Greene  County  Commercial  Bank, a New  York-chartered  commercial  bank,  both
headquartered  in  Catskill,  New York.  The Bank  serves  Greene  and  Columbia
Counties,  and Albany County, New York from eleven full-service branch locations
in Catskill, Catskill Commons, Cairo, Chatham, Coxsackie, Greenville, Greenport,
Hudson, Ravena, Tannersville and Westerlo.

                                      (END)