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 18, 2005

                         GREENE COUNTY BANCSHARES, INC.
               (Exact Name of Registrant as Specified in Charter)

           Tennessee                      0-14289              62-1222567
(State or Other Jurisdiction of         (Commission          (I.R.S. Employer
         Incorporation)                 File Number)        Identification No.)

              100 North Main Street
             Greeneville, Tennessee                           37743-4992
    (Address of Principal Executive Offices)                  (Zip Code)

                                 (423) 639-5111
              (Registrant's Telephone Number, Including Area Code)

                                 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 1.01.  Entry Into a Material Definitive Agreement

         On July 20, 2005, Greene County Bank (the "Bank"),  a wholly-owned bank
subsidiary of Greene County  Bancshares,  Inc. (the  "Company"),  entered into a
Branch  Purchase and Assumption  Agreement (the "Purchase  Agreement")  with Old
National Bank, a national  banking  association  having its principal  office in
Evansville,  Indiana,  to acquire  five Old  National  branches in  Clarksville,
Tennessee with  approximately  $172 million in deposits and  approximately  $120
million in loans at June 30, 2005.

         The Purchase  Agreement  provides  that if the Company  fails to obtain
financing  for the  transaction  as required,  Old National  may  terminate  the
Purchase Agreement and receive a termination fee of $750,000.

         The  consummation of this transaction is subject to the satisfaction of
various  customary  closing  conditions,   including  the  receipt  of  required
regulatory approvals, and is expected to occur in the fourth quarter of 2005.

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers.

         On July 18, 2005, William F. Richmond,  Senior Vice President and Chief
Financial  Officer of the Company  informed the Company's  Board of Directors of
his  intention to retire as Senior Vice  President and Chief  Financial  Officer
effective as of January 1, 2006.  It is expected  that Mr.  Richmond will remain
employed  by the Company on a part-time  basis to perform  certain  transitional
services  during  2006  although no formal  arrangement  has been  entered  into
regarding such services as of the date hereof.



       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 BANCSHARES, INC.

                                   By:  /s/ R. Stan Puckett                  
                                       R. Stan Puckett

                                       Chairman of the Board and Chief 
                                       Executive Officer
                                       (Duly Authorized Representative)

Date:  July 21, 2005