10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to ________________

Commission file number0-14289

GREENE COUNTY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Tennessee	62-1222567
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
100 North Main Street, Greeneville, Tennessee	37743-4992
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code: (423) 639-5111

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x  NO o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.) YES x  NO o

As of May 5, 2005, the number of shares outstanding of the issuer’s common stock was: 7,650,816.

EXPLANATORY NOTE

Greene County Bancshares, Inc., a Tennessee corporation, (the "Company") is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (the "Amendment No. 1") to amend Item 5 of Part II to disclose the fact that the Company inadvertently failed to include in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, as filed with the Securities and Exchange Commission on May 5, 2005 (the "Original Form 10-Q") disclosure that it had amended certain compensation arrangements applicable to its and its bank subsidiary's directors and named executive officers for the 2005 fiscal year without filing a Current Report on Form 8-K disclosing such amendments. This Amendment No. 1 also amends Item 6 of Part II to include as an exhibit hereto a summary description of the compensation arrangements for the Company’s directors and named executive officers, as modified. Except as identified in the preceding two sentences, no other amendments or changes to the Original Form 10-Q are made by this Amendment No. 1 and the remainder of the Original Form 10-Q shall remain in effect as of the date of filing of the Original Form 10-Q. Additionally, this Amendment No. 1 does not purport to provide an update or discussion of any other developments subsequent to the filing of the Original Form 10-Q.

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PART II - OTHER INFORMATION

Item 5.Other Information

During the quarter ended March 31, 2005, certain compensation arrangements applicable to members of the Company’s and its bank subsidiary’s boards of directors and the Company’s named executive officers were amended. The Company inadvertently failed to file a Current Report on Form 8-K, as required by Item 1.01 of Form 8-K, disclosing these amendments.

Item 6.Exhibits

(a)Exhibits

Exhibit No. 10.1	First amendment dated March 31, 2005 to non-competition agreement dated August 10, 2004, by and between the Company and Kenneth R. Vaught*
Exhibit No. 10.2	First amendment dated April 15, 2005 to non-competition agreement dated November 24, 2003, by and between the Company and R. Stan Puckett*
Exhibit No. 10.3	Director and Named Executive Officer Compensation Summary
Exhibit No. 31.1	Chief Executive Officer Certification Pursuant to Rule 13a-14(a)/15d-14(a)*
Exhibit No. 31.2	Chief Financial Officer Certification Pursuant to Rule 13a-14(a)/15d-14(a)*
Exhibit No. 31.3	Chief Executive Officer Certification Pursuant to Rule 13a-14(a)/15d-14(a)
Exhibit No. 31.4	Chief Financial Officer Certification Pursuant to Rule 13a-14(a)/15d-14(a)
Exhibit No. 32.1	Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
Exhibit No. 32.2	Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
* Previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 as filed with the Securities Exchange Commission on May 5, 2005

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

	Greene County Bancshares, Inc.
	Registrant
Date: August 1, 2005		/s/ William F. Richmond
		William F. Richmond
		Senior Vice President, Chief Financial Officer
		(Principal financial and accounting officer) and
		Assistant Secretary

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EXHIBIT INDEX

Exhibits	Description
Exhibit No. 10.1	First amendment dated March 31, 2005 to non-competition agreement dated August 10, 2004, by and between the Company and Kenneth R. Vaught*
Exhibit No. 10.2	First amendment dated April 15, 2005 to non-competition agreement dated November 24, 2003, by and between the Company and R. Stan Puckett*
Exhibit No. 10.3	Director and Named Executive Officer Compensation Summary
Exhibit No. 31.1	Chief Executive Officer Certification Pursuant to Rule 13a-14(a)/15d-14(a)*
Exhibit No. 31.2	Chief Financial Officer Certification Pursuant to Rule 13a-14(a)/15d-14(a)*
Exhibit No. 31.3	Chief Executive Officer Certification Pursuant to Rule 13a-14(a)/15d-14(a)
Exhibit No. 31.4	Chief Financial Officer Certification Pursuant to Rule 13a-14(a)/15d-14(a)
Exhibit No. 32.1	Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
Exhibit No. 32.2	Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
* Previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 as filed with the Securities Exchange Commission on May 5, 2005

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EX-10.3

EXHIBIT 10.3

Director* Compensation Summary

2005 Annual Retainer

$10,000 paid in equal quarterly installments

Meeting Fees

For each meeting of the board of directors of Greene County Bancshares, Inc. (the "Company") a director receives $600, including payment for up to three missed meetings. Directors must be present at special meetings to be paid.

For each meeting of the board of directors of Greene County Bank (the "Bank") a director receives $600, including payment for up to three missed meetings.

Committee Meeting Fees

Members of the Executive Committee of the Bank's board of directors receive $450 for each twice-monthly meeting of the Executive Committee that they attend. Each of the two permanent members of the Executive Committee, Messrs Bachman and Daniels, also receive an annual retainer of $1,500, payable in equal quarterly installments.

Members of the joint Audit Committee of the Bank's and the Company's boards of directors receive $450 per meeting as well as an annual retainer fee of $1,500 paid in equal quarterly installments. The chairman of the Audit Committee also receives an annual retainer of $3,000.

Directors receive $300 per meeting for all other committee meetings attended.

Deferred Compensation

Directors are permitted to defer their director fees pursuant to deferred compensation plans adopted by the Bank and the Company. Under the original deferred compensation plan, interest is credited on the account balances of the participating directors monthly by the Bank at an annual rate of 10% compounded monthly until a separation from service, and, thereafter, at an annual rate of 7.5% compounded monthly. Under the second plan, which was adopted in September 2004, directors are permitted to defer additional board and committee meeting fees, beyond those being deferred under the original plan, into certain investment vehicles, including a “deemed” investment in the Company’s common stock.

Equity Incentives

Each director is eligible to participate in the Company's 2004 Long-Term Incentive Plan.

*Includes directors that are also employees of the Company or the Bank.

Named Executive Officer Compensation Summary

The following base salaries have been approved for payment to those persons who were the Company's named executive officers for the year ended December 31, 2004:

Name:	Title:	Salary:
R. Stan Puckett	Chairman of the Board and Chief Executive Officer of the Company and the Bank	$250,000
Kenneth R. Vaught	President and Chief Operating Officer of the Company and the Bank	$185,000
Steve L. Droke	Senior Vice President and Chief Credit Officer of the Bank	$142,000
William F. Richmond	Senior Vice President, Chief Financial Officer and Assistant Secretary of the Company and the Bank	$141,270
Ronald E. Mayberry	Regional President Sumner, Rutherford and Lawrence Counties	$165,000

Bonus

Each named executive officer is also eligible to participate in the Company's cash bonus plan. Any bonus earned is typically paid in the first quarter of the year following the year in which the bonus is earned.

Equity Based Incentives

The named executive officers are also eligible to participate in the Company's 2004 Long-Term Incentive Plan and Mr. Puckett's employment agreement provides that he is to be awarded annually options to purchase 9,000 shares of the Company's common stock at an exercise price equal to 150% of book value at the time of grant.

Benefits

The named executive officers are also eligible to participate in the Company’s and the Bank’s broad-based benefit programs generally available to the Company’s and the Bank’s employees, including the health, disability and life insurance programs.

Additional Information

The foregoing information is summary in nature. Additional information regarding director and named executive officer compensation has been included in the Company's proxy statement for the Company's 2005 annual meeting of shareholders filed with the Securities and Exchange Commission on March 25, 2005.

EX-31.3

Exhibit 31.3

RULE 13a-14(a)/15d-14(a)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, R. Stan Puckett, Chairman of the Board and Chief Executive Officer of the Company, certify that:

1)   I have reviewed this Amendment No. 1 to quarterly report on Form 10-Q of Greene County Bancshares, Inc.; and

2)   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: August 1, 2005	/s/ R. Stan Puckett
	R. Stan Puckett
	Chairman of the Board and Chief Executive Officer

EX-31.4

Exhibit 31.4

RULE 13a-14(a)/15d-14(a)

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, William F. Richmond, Senior Vice President, Chief Financial Officer and Assistant Secretary of the Company, certify that:

1)   I have reviewed this Amendment No. 1 to quarterly report on Form 10-Q of Greene County Bancshares, Inc.; and

2)   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: August 1, 2005	By:	/s/ William F. Richmond
		William F. Richmond
		Senior Vice President, Chief Financial Officer and
		Assistant Secretary