FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Leonard Robert K 2. Issuer Name and Ticker or Trading Symbol GREEN BANKSHARES, INC. [GRNB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) P.O. BOX 416 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2008 (Street) GREENEVILLE, TN 37744 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price GRNB - Conmon Stock 12/31/2008   J(1) 703 A $ (2) 29,700 D   GRNB - Conmon Stock 12/31/2008   J(3) 351 A $ (4) 30,051 D   GRNB - Conmon Stock 12/31/2008   J(5) 273 A $ (5) 30,324 (6) D   GRNB - Conmon Stock 12/31/2008   J(5) 377 A $ (5) 41,197 (7) I Limited Family Partnership GRNB - Conmon Stock 12/31/2008   J(5) 4 A $ (5) 504 (8) I Limitied Liability Company

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Leonard Robert K P.O. BOX 416 GREENEVILLE, TN 37744	  X	Â	Â	Â

Signatures

James E. Adams, POA		02/17/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares purchased since August 2008 (purchases from Jan 08 to July 08 were updated on Form 4 filing July 23, 2008)pursuant to: On December 29, 2006 Mr. Robert K. Leonard entered into an irrevocable election with GreenBank and/or its agent(s) to acquire Green Bankshares, Inc. Common Stock, in an open market transaction in his name and on his behalf on the same day/night that cash fees would have become due and payable, in lieu of cash receipt of Board Compensation. This election is pursuant to a contract, instructions or written plan for the purchase or sale of equity securities of the issuer (as defined in Rule 16a-1(d)) that satisfies the affirmative defense conditions of Rule 10b5-1(c).
(2)	Acquired at various prices.
(3)	Purchased during 2008 pursuant to GRNB dividend reinvestment plan.
(4)	Various prices through out 2008.
(5)	Acquired as a result of Stock Dividends paid by GRNB on 12/29/2008.
(6)	Includes 22,525 shares held jointly with spouse.
(7)	This is a limited partnership that Robert Leonard is a limited partner in. Of the 41,197 shares help by the limited partnership Mr. Leonard disclaims benefical ownership of 33,905 of these shares.
(8)	This is a limited liability company ("LLC") that Robert Leonard has an inerest in. Of the 504 shares help by the LLC Mr. Leonard disclaims benefical ownership of 363 of these shares.

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