Item 8.01 Other Events

On April 20, 2012, the Board of Directors of Greene County Bancorp, Inc. announced a quarterly cash dividend of $0.175 per share. A press release announcing the details of the declaration is filed as exhibit 99.1.

Greene County Bancorp, MHC, the majority stockholder of Greene County Bancorp, Inc. and owner of 2,304,632 shares of Greene County Bancorp, Inc.'s 4,166,854 total shares of outstanding common stock, has waived the right to receive its portion of the dividends on its shares of the Company's common stock for the quarter ended March 31, 2012, and the Federal Reserve Board has issued its non-objection to the dividend waiver. Accordingly, the dividend is expected to be paid only on the 1,862,222 shares owned by minority stockholders of Greene County Bancorp, Inc.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Description

99 Press release dated April 20, 2012

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