UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
    ACT OF 1934

                For the quarterly period ended December 31, 2001

                                       or

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

For the transition period from __________________ to _________________

                         Commission File Number 1-13793


                     NORTHEAST PENNSYLVANIA FINANCIAL CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

DELAWARE                                                              06-1504091
--------------------------------------------------------------------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

                12 E. BROAD STREET, HAZLETON, PENNSYLVANIA 18201
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (570) 459-3700
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changes since last report)



     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
                                                   ---            ---

     The  Registrant  had  4,416,962  shares of Common Stock  outstanding  as of
February 13, 2002.

<PAGE>

                                TABLE OF CONTENTS

Item
No.
                                                                            Page
                                                                          Number
PART I - CONSOLIDATED FINANCIAL INFORMATION

Item 1   CONSOLIDATED FINANCIAL STATEMENTS

         Consolidated Statements of Financial Condition at
         December 31, 2001 (unaudited) and September 30, 2001                  1

         Consolidated Statements of Operations for the Three Months Ended
         December 31, 2001 and 2000 (unaudited)                                2

         Consolidated Statement of Comprehensive Income for the Three Months
         Ended December 31, 2001 and 2000 (unaudited)                          3

         Consolidated Statements of Changes in Equity for the Years Ended
         September 30, 2001, 2000, and 1999 and the Three Months Ended
         December 31, 2001 (unaudited)                                         4

         Consolidated Statements of Cash Flows for the Three Months Ended
         December 31, 2001 and 2000 (unaudited)                                5

         Notes to Consolidated Financial Statements (unaudited)                7


Item 2   Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                            13

Item 3   Quantitative and Qualitative Disclosures about Market Risk           18

Part II - OTHER INFORMATION

1        Legal Proceedings                                                    19

2        Changes in Securities and Use of Proceeds                            19

3        Defaults Upon Senior Securities                                      19

4        Submission of Matters to a Vote of Security Holders17

5        Other Information                                                    19

6        Exhibits and Reports on Form 8 - K                                   19

Signatures
<PAGE>

                     Northeast Pennsylvania Financial Corp.
                 Consolidated Statements of Financial Condition
              December 31, 2001 (unaudited) and September 30, 2001
                                 (in thousands)
<TABLE>
<S>                                                                          <C>                <C>
                                                                          December 31,       September 30,
                                                                              2001               2001
                               Assets                                      (unaudited)

Cash and cash equivalents                                                      $ 16,274          $ 9,060
Securities available-for-sale                                                   258,735          243,648
Securities held-to-maturity (estimated fair value of $9,711 at
    December 2001 and $17,819 at September 2001)                                  9,848           17,842
Loans (less allowance for loan losses of $4,814 for December 2001
    and $4,497 for September 2001)                                              494,067          498,151
Accrued interest receivable                                                       6,706            6,892
Assets acquired through foreclosure                                                 304              390
Property and equipment, net                                                      12,150           12,165
Intangible Assets                                                                12,173           12,312
Other assets                                                                      8,497            8,370
                                                                              ---------        ---------
     Total assets                                                             $ 818,754        $ 808,830
                                                                              =========        =========

                       Liabilities and Equity

Deposits                                                                      $ 524,530        $ 515,735
Federal Home Loan Bank advances                                                 203,436          204,441
Other borrowings                                                                  7,460            5,990
Advances from borrowers for taxes and insurance                                   2,520              646
Accrued interest payable                                                          1,624            2,130
Other liabilities                                                                 4,980            4,051
                                                                              ---------        ---------
     Total liabilities                                                        $ 744,550        $ 732,993
                                                                              ---------        ---------

Preferred stock ($.01 par value; 2,000,000 authorized shares;  0
    shares issued)                                                                    -                -
Common stock ($.01 par value; 16,000,000 authorized shares;
    6,427,350 shares issued)                                                         64               64
Additional paid-in capital                                                       62,310           62,142
Common stock acquired by stock benefit plans                                     (4,944)          (5,213)
Retained earnings - substantially restricted                                     36,925           36,136
Accumulated other comprehensive income                                              135              894
Treasury stock, at cost (1,651,488 shares for December 2001 and
1,533,945 shares for September 2001)                                            (20,286)         (18,186)
                                                                              ---------        ---------
     Total equity                                                              $ 74,204         $ 75,837
                                                                              ---------        ---------
            Total liabilities and equity                                       $818,754         $808,830
                                                                              =========        =========
</TABLE>
                                       1
<PAGE>


                     Northeast Pennsylvania Financial Corp.
                      Consolidated Statements of Operations
        For the Three Months Ended December 31, 2001 and 2000 (unaudited)
                                 (in thousands)

<TABLE>
<S>                                                                           <C>               <C>
                                                                                For the Three months ended
                                                                                      December 31,
Interest Income:                                                                2001               2000
                                                                                ----               ----
                                                                                      (unaudited)
  Loans                                                                       $10,038             $9,556
  Mortgage-related securities                                                   1,734              1,011
  Investment securities:
     Taxable                                                                    1,690              1,928
    Non-taxable                                                                   242                462
                                                                              -------            -------
     Total interest income                                                     13,704             12,957

Interest Expense:
  Deposits                                                                      4,405              5,219
  Federal Home Loan Bank advances and other                                     2,907              2,519
                                                                              -------            -------
     Total interest expense                                                     7,312              7,738


Net interest income                                                             6,392              5,219

Provision for loan losses                                                         388                  -
                                                                              -------            -------

Net interest income after provision for loan losses                             6,004              5,219

Non-interest Income:
   Service charges and other fees                                                 509                366
   Other income                                                                   234                 49
   Insurance premium income                                                       720                 77
   Gain (loss) on sale of:
    Real estate owned                                                              (9)                (6)
    Loans                                                                         152                477
    Available-for-sale securities                                                 (35)              (182)
    Other                                                                           -                (75)
                                                                              -------            -------
    Total non-interest income                                                   1,571                706

Non-interest Expense:
  Salaries and net employee benefits                                            2,984              2,111
  Occupancy costs                                                                 665                578
  Amortization of intangibles                                                     243                192
  Data processing                                                                 165                170
  Professional fees                                                               265                197
  Federal Home Loan Bank and other service charges                                238                181
  Other                                                                         1,143                683
                                                                              -------            -------
     Total non-interest expense                                                 5,703              4,112


Income before income taxes                                                      1,872              1,813

Income taxes                                                                      594                522
                                                                              -------            -------

Net income                                                                    $ 1,278            $ 1,291
                                                                              =======            =======
Earnings per share - basic                                                    $ 0.29             $ 0.28
                                                                              =======            =======
Earnings per share - diluted                                                  $ 0.28             $ 0.27
                                                                              =======            =======
</TABLE>
                                       2

<PAGE>

                     Northeast Pennsylvania Financial Corp.
                 Consolidated Statements of Comprehensive Income
        For the Three Months Ended December 31, 2001 and 2000 (unaudited)
                      (in thousands, except per share data)
<TABLE>
<S>                                                                          <C>                <C>
                                                                               For the Three Months Ended
                                                                                     December 31,
                                                                                 2001              2000
                                                                                      (unaudited)
Net Income                                                                    $ 1,278            $ 1,291

Other comprehensive income (loss), net of tax
   Unrealized gains (losses) on securities:
    Unrealized holding gains (losses) arising during the period               $  (782)           $ 1,629
    Less:  Reclassification adjustment for gains included in net
      income                                                                      (23)              (120)
                                                                              -------            -------
Other comprehensive income (loss)                                             $  (759)           $ 1,749
Comprehensive income (loss)                                                   $   519            $ 3,040
                                                                              =======            =======

</TABLE>
                                       3

<PAGE>

                     Northeast Pennsylvania Financial Corp.
                  Consolidated Statements of Changes in Equity
           For the Three Years Ended September 30, 2001, 2000 and 1999
            and the Three Months Ended December 31, 2001 (unaudited)
                                 (in thousands)

<TABLE>
<S>                                       <C>       <C>          <C>             <C>        <C>           <C>        <C>
                                                                  Common Stock              Accumulated
                                                     Additional   Acquired by               Other
                                           Common       Paid      Stock benefit  Retained   Comprehensive  Treasury     Total
                                            Stock    In Capital      plans       Earnings   Income (loss)    Stock     Equity


Balance, September 30, 1998              $    64     $ 62,083      $ (4,799)     $ 27,208    $   2,878     $   -     $ 87,434

Unearned stock awards                                                (3,312)                                           (3,312)
ESOP shares committed to be released
                                                           77           557                                               634
Stock awards                                              (41)          488                                               447
Net changes in gains (losses) on
   securities available for sale, net of tax                                                    (5,752)                (5,752)
Treasury stock at cost, (626,667 shares)                                                                     (7,585)   (7,585)
Cash dividend paid                                                                   (955)                               (955)
Net income                                                                          4,565                               4,565
                                         -------     --------      --------      --------    ---------     --------  --------
Balance, September 30, 1999              $    64     $ 62,119      $ (7,066)     $ 30,818    $  (2,874)    $ (7,585) $ 75,476

ESOP shares committed to be released                       89           328                                               417
Stock awards                                              (44)          517                                               473
Net changes in (losses) on
   securities available for sale, net of tax                                                      (837)                  (837)
Treasury stock at cost, (507,534 shares)                                                                     (4,943)   (4,943)
Cash dividend paid                                                                 (1,547)                             (1,547)
Net income                                                                          3,936                               3,936
                                         -------     --------      --------      --------    ---------     --------  --------
Balance, September 30, 2000              $    64     $ 62,164      $ (6,221)     $ 33,207    $  (3,711)    $(12,528) $ 72,975

ESOP shares committed to be released                      105           443                                               548
Stock awards                                              (49)          565                                               516
Stock options exercised (32,808 shares)                  (204)                                                  391       187
Net changes in gains on
   securities available for sale, net of tax                                                     4,605                  4,605
Treasury stock at cost (647,604 shares)                                                                      (8,423)   (8,423)
Acquisition of Higgins Insurance
   Agency (215,052 shares)                                126                                                 2,374     2,500
Cash dividend paid                                                                 (1,878)                             (1,878)
Net income                                                                          4,807                               4,807
                                         -------     --------      --------      --------    ---------     --------  --------
Balance, September 30, 2001              $    64     $ 62,142      $ (5,213)     $ 36,136    $     894     $(18,186) $ 75,837

ESOP shares committed to be released                      167           129                                               296
Stock awards                                              (12)          140                                               128
Stock options exercised (28,014 shares)                    13                                                   335       348
Net changes in gains on
   securities available for sale, net of tax                                                      (759)                  (759)
Treasury stock at cost (145,557 shares)                                                                      (2,435)   (2,435)
Cash dividend paid                                                                   (489)                               (489)
Net income                                                                          1,278                               1,278
                                         -------     --------      --------      --------    ---------     --------  --------
   Balance, December 31, 2001            $    64     $ 62,310      $ (4,944)     $ 36,925    $     135     $(20,286) $ 74,204

</TABLE>

                                       4


<PAGE>

                     Northeast Pennsylvania Financial Corp.
                      Consolidated Statements of Cash Flows
        For the Three Months Ended December 31, 2001 and 2000 (unaudited)
                                 (in thousands)
<TABLE>
<S>                                                                                       <C>               <C>
                                                                                          For the Three Months Ended
                                                                                                 December 31,
                                                                                             2001           2000
Operating Activities:                                                                            (unaudited)
Net Income                                                                                 $1,278           $1,291
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
  Provision for foreclosed assets                                                             252               39
  Provision for loan losses                                                                   388                -
  Depreciation                                                                                346              329
  Amortization of intangibles                                                                 243              192
  Deferred income tax provision                                                               674               59
  ESOP expense                                                                                296               64
  Stock award expense                                                                         128              119
  Amortization and accretion on:
     Held-to-maturity securities                                                               (6)              (2)
     Available-for-sale securities                                                            (44)            (444)
  Amortization of deferred loan fees                                                         (124)            (148)
(Gain) loss on sale of:
     Assets acquired through foreclosure                                                        9                6
     Loans                                                                                   (152)            (477)
     Available-for-sale securities                                                             35              182
  Changes in assets and liabilities:
    Increase (decrease) in accrued interest receivable                                        186             (854)
    Increase in other assets                                                                 (424)          (8,843)
    Decrease in accrued interest payable                                                     (506)          (1,039)
    Decrease in accrued income taxes payable                                                 (137)            (311)
    Increase in other liabilities                                                           1,066              646
                                                                                         --------         --------
      Net cash provided by (used in) operating activities                                  $3,508         $ (9,191)

Investing Activities:
Net increase in loans                                                                    $ (2,962)        $(66,425)
Proceeds from sale of:
  Available-for-sale securities                                                             7,784           33,489
  Assets acquired through foreclosure                                                         193              101
  Loans                                                                                     6,566            1,035
Proceeds from repayments of held-to-maturity securities                                     8,000                -
Proceeds from repayments of available-for-sale securities                                  19,046            2,448
Purchase of:
  Held-to-maturity securities                                                                               (6,454)
  Available-for-sale securities                                                           (43,148)         (49,146)
  Office properties and equipment                                                            (331)          (1,295)
  Federal Home Loan Bank stock                                                                  -           (8,075)
                                                                                         --------         --------

Net cash used in investing activities                                                     $(4,852)        $(94,322)

Financing Activities:
  Net increase in deposit accounts                                                         $8,795          $56,548
  Net decrease in Federal Home Loan Bank short-term advances                               (1,000)               -
  Borrowings of Federal Home Loan Bank long-term advances                                       -           75,000
  Repayments of Federal Home Loan Bank long-term advances                                      (5)         (30,005)
  Net increase in advances from borrowers for taxes and insurance                           1,874              317

</TABLE>

                                       5
<PAGE>

                     Northeast Pennsylvania Financial Corp.
                      Consolidated Statements of Cash Flows
        For the Three Months Ended December 31, 2001 and 2000 (unaudited)
                                 (in thousands)
<TABLE>
<S>                                                                                     <C>             <C>
                                                                                            For the Three Months
                                                                                             Ended December 31,

                                                                                             2001           2000
                                                                                           ------         ------
                                                                                                 (unaudited)
     Net increase in other borrowings                                                      $1,470         $2,425
    Purchase of treasury stock                                                             (2,435)        (2,005)
    Cash dividend on common stock                                                            (489)          (424)
    Stock options exercised                                                                   348              -
                                                                                           ------         ------
     Net cash provided by financing activities                                             $8,558       $101,856

Increase (decrease) in cash and cash equivalents                                            7,214         (1,657)

Cash and cash equivalents, beginning of year                                                9,060          6,295
                                                                                           ------         ------
Cash and cash equivalents, end of year                                                    $16,274         $4,638
                                                                                           ======         ======
Supplemental disclosures of cash flow information:
  Cash paid during the period  for:
     Interest                                                                              $7,818         $8,777
                                                                                           ======         ======
     Income taxes                                                                             $42             $6
                                                                                           ======         ======
Supplemental disclosure - non-cash and financing information:
  Transfer from loans to real estate owned                                                   $368           $172
                                                                                           ======         ======
  Net change in unrealized losses on securities
   available-for-sale, net of tax                                                           $(759)        $1,749
                                                                                           ======         ======

</TABLE>
                                       6

<PAGE>

Northeast Pennsylvania Financial Corp.
Notes to Consolidated Financial Statements (unaudited)

1.   Summary of Significant Accounting Policies

     Basis of Financial Statements Presentation

     The  accompanying   consolidated  financial  statements  were  prepared  in
     accordance with  instructions  to Form 10-Q, and therefore,  do not include
     information or footnotes necessary for a complete presentation of financial
     position, results of operations and cash flows in conformity with generally
     accepted accounting  principles.  However, all normal recurring adjustments
     which, in the opinion of management,  are necessary for a fair presentation
     of the financial statements, have been included. These financial statements
     should be read in conjunction with the audited financial statements and the
     notes thereto  included in the Company's Annual Report for the period ended
     September  30, 2001.  The results for the three  months ended  December 31,
     2001 are not necessarily indicative of the results that may be expected for
     the year ended September 30, 2002.

     Northeast  Pennsylvania  Financial Corp. (the "Company") has a $1.5 million
     investment in the preferred stock of Buildersfirst.com.  ("investee") Since
     the  investment  does not have a readily  determinable  market  value,  the
     Company  is not  accounting  for the  investment  under SFAS No.  115.  The
     accounting  for this security was initially  guided by EITF Topic No. D-68,
     EITF Topic No. 98-13, and EITF Topic No. 99-10, which, in essence,  provide
     that investee losses should be absorbed by investments in other  securities
     once an investee's common equity has been exceeded by net losses.  However,
     during the Company's third quarter of fiscal year 2001, the investee issued
     additional  equity and entered into certain  other  business  relationships
     which reduced the Company's influence over the investee and resulted in the
     Company  prospectively  utilizing  the cost  method of  accounting  for its
     remaining investment in Buildersfirst.com.

     Principles of Consolidation and Presentation

     The accompanying  financial  statements of the Company include the accounts
     of First  Federal  Bank  (the  "Bank"),  Northeast  Pennsylvania  Trust Co.
     ("Trust Co."), Abstractors,  Inc., Higgins Insurance Agency ("Higgins") and
     FIDACO,  Inc.  First  Federal  Bank,  Northeast   Pennsylvania  Trust  Co.,
     Abstractors,   Inc.,  and  Higgins   Insurance   Agency  are   wholly-owned
     subsidiaries of Northeast Pennsylvania Financial Corp. The Trust Co. offers
     trust, estate and asset management services and products. Abstractors, Inc.
     is a title  insurance  agency.  Higgins  provides  insurance and investment
     products  to  individuals  and  businesses.  FIDACO,  Inc.  is an  inactive
     subsidiary  of First Federal Bank and its only major asset is an investment
     in Hazleton Community Development  Corporation.  All material inter-company
     balances and  transactions  have been  eliminated in  consolidation.  Prior
     period  amounts  are  reclassified,  when  necessary,  to conform  with the
     current year's presentation.

     Business

     The  Company  is  the  holding   company  for  the  Bank,  the  Trust  Co.,
     Abstractors, Inc., and Higgins. The Company through its subsidiaries serves
     Northeastern  and  Central   Pennsylvania  through  nineteen  full  service
     community banking office locations, three

                                       7
<PAGE>
     financial centers and a loan production office. The Company provides a wide
     range of financial  services to  individual,  small  business and corporate
     customers. The Company and all subsidiaries are subject to competition from
     other financial institutions and companies that provide financial services.
     The  Company,  the Bank,  the Trust Co.  and  Higgins  are  subject  to the
     regulations of federal and state agencies and undergo periodic examinations
     by those regulatory authorities.

     Earnings per Share

     Earnings  per share  ("EPS"),  basic and  diluted,  were  $0.29 and  $0.28,
     respectively,  for the three  months ended  December  31, 2001  compared to
     $0.28 and $0.27,  respectively,  for the three  months  ended  December 31,
     2000.

     The following  table  presents the  reconciliation  of the  numerators  and
     denominators of the basic and diluted EPS computations.

<TABLE>
        <S>                                                                   <C>              <C>
                                                                                Three months ended
                                                                                    December 31,
                                                                                2001            2000
                                                                                    (unaudited)
                                                                      (Dollars in thousands, except per share data)
       Basic:

       Net Income                                                             $1,278            $1,291
                                                                           =========         =========
       Weighted average shares outstanding                                 4,218,000         4,527,415
       Plus:  ESOP shares released
          or  committed to be released                                       199,250           147,829
                                                                           ---------         ---------
       Basic weighted-average shares outstanding                           4,417,250         4,675,244
                                                                           =========         =========
       Earnings per share  - basic                                             $0.29             $0.28
                                                                           =========         =========
</TABLE>

<TABLE>
        <S>                                                       <C>             <C>
                                                                      Three months ended
                                                                          December 31,
                                                                      2001             2000
                                                                         (unaudited)
                                                        (Dollars in thousands, except per share data)

        Diluted (1):

        Net Income                                                   $1,278          $1,291
                                                                  =========       =========
        Basic weighted-average shares outstanding                 4,417,250       4,675,244
        Dilutive Instruments:
          Dilutive effect of outstanding stock options              186,146           2,164
          Dilutive effect of stock awards                            26,430         153,204
                                                                  ---------       ---------
        Dilutive shares outstanding                               4,629,826       4,830,612
                                                                  =========       =========
        Earnings per share - diluted                                  $0.28           $0.27

<FN>
     (1) Diluted earnings per share include the dilutive effect of the Company's
     weighted average stock options/awards  outstanding using the Treasury Stock
     method.
</FN>
</TABLE>

     The Company had 293,862 and  424,806  anti-dilutive  common  stock  options
     outstanding as of December 31, 2001 and 2000,  respectively.  These options
     are not included in the  calculations of diluted earnings per share for the
     periods presented.



                                       8
<PAGE>


     2.   Conversion to Stock Form of Ownership

     The Company is a business  corporation  formed at the direction of the Bank
     under the laws of  Delaware on December  16,  1997 in  connection  with the
     Bank's  conversion  from  the  mutual  to  stock  form  of  ownership  (the
     "Conversion").  On March 31, 1998, the Company issued its common stock, par
     value $.01 per share (the "Common Stock").

     The Bank established a liquidation account at the time of the Conversion in
     an amount equal to the equity of the Bank as of September  30, 1997. In the
     unlikely event of a complete  liquidation of the Bank, (and only in such an
     event),  eligible  depositors who continue to maintain accounts at the Bank
     shall be entitled to receive a distribution  from the liquidation  account.
     The amount of the liquidation  account decreases to the extent the balances
     of eligible deposits decrease.  The liquidation  account  approximated $8.0
     million at September 30, 2001.

     The  Company  may  not  declare  or pay  dividends  on its  stock  if  such
     declaration and payment would violate statutory or regulatory requirements,
     including  reducing the Bank's  regulatory  capital below the amount in the
     liquidation account.

     In  addition  to the  16,000,000  authorized  shares of Common  Stock,  the
     Company authorized  2,000,000 shares of preferred stock with a par value of
     $0.01  per  share  (the  "Preferred  Stock").  The  Board of  Directors  is
     authorized,  subject to any limitations by law, to provide for the issuance
     of the shares of Preferred Stock in series,  to establish from time to time
     the number of shares to be  included  in each such  series,  and to fix the
     designation,  powers,  preferences  and  rights of the  shares of each such
     series and any  qualifications,  limitations or restriction  thereof. As of
     December 31, 2001, there were no shares of Preferred Stock issued.

     3.   Goodwill and Intangible Asset-Adoption of Statement 142

     In connection with Statement of Financial Accounting Standards ("SFAS") No.
     142's (the "Statement")  transitional goodwill impairment  evaluation,  the
     Statement  will  require  the Company to perform an  assessment  of whether
     there  is an  indication  that  goodwill  is  impaired  as of the  date  of
     adoption. To accomplish this, the Company must identify its reporting units
     and determine the carrying  value of each  reporting  unit by assigning the
     assets and  liabilities,  including  the existing  goodwill and  intangible
     assets,  to those reporting  units as of the date of adoption.  The Company
     will then have up to six months from the date of adoption to determine  the
     fair value of each  reporting  unit and compare it to the reporting  unit's
     carrying  amount.  To the extent a reporting unit's carrying amount exceeds
     its fair value, an indication exists that the reporting unit's goodwill may
     be  impaired   and  the  Company  must  perform  the  second  step  of  the
     transitional  impairment test. In the second step, the Company must compare
     the implied fair value of the  reporting  unit's  goodwill,  determined  by
     allocating the reporting unit's fair value to all of its assets (recognized
     and  unrecognized)  and liabilities in a manner similar to a purchase price
     allocation in accordance with SFAS No.141, to its carrying amount,  both of
     which  would be measured  as of the date of  adoption.  This second step is
     required to be completed as soon as possible,  but no later than the end of
     the year of adoption. Any


                                      9
<PAGE>

     transitional impairment loss will be recognized as the cumulative effect of
     a change in accounting principle in the Company's statement of earnings.

     As of the date of  adoption,  the Company had  unamortized  goodwill in the
     amount of $3.1 million,  which will be subject to the transition provisions
     of SFAS No.141 and No.142.  Amortization expense related to goodwill was $0
     and  $124,000  for the  three  months  ended  December  31,  2001 and 2000,
     respectively.  Because  of the  extensive  effort  needed  to  comply  with
     adopting  SFAS  No.141 and  No.142,  it is not  practicable  to  reasonably
     estimate any transitional  impairment  losses as the cumulative effect of a
     change in  accounting  principle.

<TABLE>
        <S>                                                               <C>                <C>
                                                                             For the Three Months Ended
                                                                                     December 31,
                                                                                2001              2000
                                                                               -----             -----
                                                                                     (unaudited)
                                                                     (Dollars in thousands, except per share data)

       Goodwill amortization (net of tax)                                          -              $(76)

       Net income                                                             $1,278            $1,291



                                                                             For the Three Months Ended
                                                                                     December 31,
                                                                                2001              2000
                                                                               -----             -----
                                                                                     (unaudited)
                                                                     (Dollars in thousands, except per share data)


       Net Income                                                             $1,278            $1,291
                                                                              ======            ======
       Addback:  Goodwill amortization (net of tax)                                -                76
                                                                              ------            ------
       Adjusted net income                                                    $1,278            $1,367
                                                                              ======            ======
       Basic earnings per share:
         Net income                                                            $0.29             $0.28
         Goodwill amortization                                                     -              0.01
                                                                              ------            ------
         Adjusted net income                                                   $0.29             $0.29
                                                                              ======            ======
       Diluted earnings per share:
         Net income                                                            $0.28             $0.27
         Goodwill amortization                                                     -              0.01
                                                                              ------            ------
         Adjusted net income                                                   $0.28             $0.28
                                                                              ======            ======

</TABLE>

                                       10


<PAGE>

     4.   Securities
<TABLE>
<S>                                                  <C>             <C>                  <C>               <C>
                                                                           DECEMBER  31, 2001
                                                                           ------------------
                                                                            (in  thousands)
                                                                        Gross               Gross
                                                     Amortized       Unrealized           Unrealized          Fair
                                                        Cost            Gains               Losses            Value
                                                     ---------       ----------           ----------         ------

Available-for-sale securities:

   Municipal securities                                $16,247              $-              $(650)          $15,597
   Obligations of U.S. Government agencies              22,853             138                (92)           22,899
   Mortgage-related securities                         137,267           1,895               (375)          138,787
   Trust Preferred securities                           13,694               -             (1,772)           11,922
   Corporate Bonds                                      40,665           1,058               (109)           41,614
                                                       -------           -----             ------           -------
     Total debt securities                             230,726           3,091             (2,998)          230,819

   FHLB Stock                                           10,222               -                  -            10,222
   Freddie Mac Stock                                     1,939              42                  -             1,981
   Fannie Mae Stock                                      2,000              20                (15)            2,005
   Other equity securities                              13,627              82                 (1)           13,708
                                                       -------           -----             ------           -------
     Total equity securities                            27,788             144                (16)           27,916
                                                       -------           -----             ------           -------
         Total                                        $258,514          $3,235            $(3,014)         $258,735
                                                       =======           =====             ======           =======
Held-to-maturity securities:

   Municipal securities                                 $3,552              $-              $(171)           $3,381
   Obligations of U.S. government agencies               5,998              34                  -             6,032
   Certificates of Deposit                                 298               -                  -               298
                                                       -------           -----             ------           -------
         Total                                          $9,848             $34              $(171)           $9,711
                                                       =======           =====             ======           =======

                                                                           SEPTEMBER 30, 2001
                                                                           ------------------
                                                                            (in  thousands)
                                                                        Gross               Gross
                                                     Amortized       Unrealized           Unrealized          Fair
                                                        Cost            Gains               Losses            Value
                                                     ---------       ----------           ----------         ------

Available-for-sale securities:

   Municipal securities                                $23,030             $42              $(532)          $22,540
   Obligations of U.S. Government agencies              14,471             134                   -           14,605
   Mortgage-related securities                         136,257           2,294                (84)          138,467
   Trust Preferred securities                           13,701               -             (1,723)           11,978
   Corporate Bonds                                      40,688           1,337                (31)           41,994
                                                       -------           -----             ------           -------
     Total debt securities                             228,147           3,807             (2,370)          229,584

   FHLB Stock                                           10,222               -                  -            10,222
   Freddie Mac Stock                                     1,613              37                (58)            1,592
   Fannie Mae Stock                                      2,000               4                 (5)            1,999
   Other equity securities                                 206              50                 (5)              251
                                                       -------           -----             ------           -------
     Total equity securities                            14,041              91                (68)           14,064

         Total                                        $242,188          $3,898            $(2,438)         $243,648
                                                       =======           =====             ======           =======
Held-to-maturity securities:

   Municipal securities                                 $3,552              $-              $(127)           $3,425
   Obligations of U.S. government agencies              13,992             106                 (2)           14,096
   Certificates of Deposit                                 298               -                  -               298
                                                       -------           -----             ------           -------
         Total                                         $17,842            $106              $(129)          $17,819
                                                       =======           =====             ======           =======

</TABLE>
                                       11

<PAGE>

     5.   Loans

Loans are summarized as follows:
<TABLE>
<S>                                                           <C>                               <C>
                                                            December 31, 2001                 September 30, 2001
                                                            -----------------                 ------------------
                                                               (unaudited)
                                                                              (in thousands)
Real Estate loans:
     One- to four-family                                         $210,281                           $220,796
     Multi-family and commercial                                   78,823                             65,095
     Construction                                                   7,741                             13,690
                                                                ---------                          ---------
     Total real estate loans                                     $296,845                           $299,581
                                                                ---------                          ---------
Consumer Loans:
     Home equity loans and lines of credit                        $78,504                            $79,840
     Automobile                                                    88,154                             78,307
     Education                                                        468                              2,846
     Unsecured lines of credit                                      1,936                              1,884
     Other                                                         10,081                             10,288
                                                                ---------                          ---------
     Total consumer loans                                        $179,143                           $173,165
                                                                ---------                          ---------

Commercial loans                                                  $24,552                            $31,588
                                                                ---------                          ---------

     Total loans                                                 $500,540                           $504,334
     Less:
     Allowances for loan losses                                    (4,814)                            (4,497)
     Deferred loan origination fees                                (1,659)                            (1,686)
                                                                ---------                          ---------
     Total loans, net                                            $494,067                           $498,151
                                                                =========                          =========

</TABLE>

The activity in the allowance for loan losses is as follows (in thousands):

<TABLE>
        <S>                                      <C>                         <C>                           <C>
                                                 For the three                                            For the three
                                                 months ended              For the year ended             months ended
                                               December 31, 2001           September 30, 2001           December 31, 2000
                                               -----------------           ------------------           -----------------
                                                  (unaudited)                                              (unaudited)
         Balance, beginning of period                $4,497                      $4,162                       $4,162
         Additional allowance from
          acquisition                                     -                         817                          817
         Charge-offs                                   (109)                     (1,857)                         (82)
         Recoveries                                      38                          24                            2
         Provision for loan losses                      388                       1,351                            -
                                                     ------                      ------                       ------
         Balance, end of period                      $4,814                      $4,497                       $4,899

</TABLE>


     6.   Deposits

     Deposits consist of the following major classifications (in thousands):
<TABLE>
        <S>                                                         <C>           <C>           <C>          <C>
                                                                     December 31, 2001           September 30, 2001
                                                                        (unaudited)
                                                                                 Percent                     Percent
                                                                      Amount     of Total          Amount    of Total
                                                                      -------    --------          ------    --------
        Savings accounts (passbook, statement, clubs)                $88,198       16.82%         $89,936      17.44%
        Money market accounts                                         44,913        8.56%          40,185       7.79%
        Certificates of deposit less than $100,000                   223,033       42.52%         218,811      42.42%
        Certificates of deposit greater than $100,000(1)              67,676       12.90%          83,682      16.23%
        NOW Accounts                                                  74,477       14.20%          58,829      11.41%
        Non-interest bearing deposits                                 26,233        5.00%          24,292       4.71%
                                                                    --------      -------        --------     -------
        Total deposits at end of period                             $524,530      100.00%        $515,735     100.00%

<FN>
         (1) Deposit balances in excess of $100,000 are not federally insured.
</FN>
</TABLE>

                                       12

<PAGE>

     Item 2  MANAGEMENT  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND
             RESULTS OF OPERATIONS

In   addition   to   historical   information,   this  10-Q   includes   certain
forward-looking statements based on current management expectations. The Company
intends  such  forward-looking  statements  to be  covered  by the  safe  harbor
provisions of the Private  Securities  Reform Act of 1995 and is including  this
statement  for purposes of such safe harbor  provisions.  The  Company's  actual
results could differ materially from those management expectations. Factors that
could cause future results to vary from current management expectations include,
but are not limited to, general economic conditions,  legislative and regulatory
changes, monetary and fiscal policies of the federal government,  changes in tax
policies,  rates and  regulations of federal,  state and local tax  authorities,
changes in interest  rates,  deposit flows,  the cost of funds,  demand for loan
products, demand for financial services, competition,  changes in the quality or
composition of the Bank's loan and investment portfolios,  changes in accounting
principles,   policies  or   guidelines,   and  other   economic,   competitive,
governmental  and  technological  factors  affecting the  Company's  operations,
markets,  products,  services and prices.  These factors should be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such  statements.  Further  description  of the risks and  uncertainties  to the
business are included in detail in Section B, Management  Strategy;  and Section
D, Liquidity and Capital Resources.

     A.   General

The Company is the holding company for the Bank, a  federally-chartered  capital
stock  savings  bank  regulated  by the  Office of Thrift  Supervision  ("OTS"),
Abstractors,  Inc.,  Trust Co.,  and  Higgins.  The Company  transacts  business
primarily  through the Bank and to a lesser extent its other  subsidiaries.  The
Bank's  results of operations  are dependent  primarily on net interest  income,
which is the  difference  between the income  earned on its loan and  investment
portfolios  and its cost of funds,  consisting  of the interest paid on deposits
and borrowings.  Results of operations are also affected by the Bank's provision
for loan losses, loan and security sales,  service charges and other fee income,
and non-interest  expense.  The Bank's non-interest expense principally consists
of compensation and employee  benefits,  office occupancy and equipment expense,
professional  fees, data  processing,  and  advertising  and business  promotion
expenses.  Results of  operations  are also  significantly  affected  by general
economic and  competitive  conditions,  particularly  changes in interest rates,
government policies and actions of regulatory authorities.

On November 10, 2000, the Company  acquired  Security of Pennsylvania  Financial
Corp., the holding company for Security Savings Association of Hazleton, a local
financial institution.  In December 2000, the Company acquired Higgins Insurance
Agency, a Pottsville based insurance  agency,  which has been serving  customers
throughout  Schuylkill and Luzerne Counties since 1946. Higgins offers personal,
health and commercial insurance.

     B.   Management Strategy

The  Company's  operating  strategy  is  that  of  a  community-based  financial
institution,  offering a wide  variety of  financial  products to its retail and
business customers. The Bank, while maintaining its focus on residential lending
has been concentrating on increasing its consumer, small business and commercial
lending. In order to promote long-term financial strength and profitability, the

                                       13
<PAGE>

Company's  operating strategy has focused on: (i) meeting the financial needs of
its customers through expanded product offerings,  improved delivery systems and
by taking  advantage  of  technological  advances,  including  such  services as
internet banking and bill paying;  (ii) increasing  profitability by emphasizing
higher-yielding  consumer  and  commercial  loans;  (iii)  maintaining  a strong
regulatory capital position; (iv) managing its interest rate risk by emphasizing
consumer and commercial  loans,  in addition to shorter term,  adjustable  rate,
one-to  four-family  loans,   soliciting   longer-term  deposits  and  utilizing
longer-term advances from the Federal Home Loan Bank of Pittsburgh (the "FHLB");
and (v)  maintaining  strong  asset  quality by  utilizing  strong  underwriting
guidelines.

     C.   Non-Performing Assets and Impaired Loans

The following  table presents  information  regarding the Bank's  non-performing
loans,  real estate owned and other  repossessed  assets at the dates  indicated
(dollars in thousands):
<TABLE>
<S>                                                                          <C>                        <C>
                                                                            December 31,             September 30,
                                                                               2001                       2001
                                                                            ------------             -------------
                                                                            (unaudited)
Non-performing loans:
 Non-accrual loans plus other impaired loans                                  $5,193                    $4,723
Real estate owned and other repossessed assets                                   304                       390
                                                                              ------                    ------
     Total non-performing assets                                              $5,497                    $5,113
                                                                              ======                    ======
    Troubled debt restructurings                                                 $57                       $60
    Troubled debt restructurings and total non-performing assets              $5,554                    $5,173
                                                                              ======                    ======
         Total non-performing loans as a percentage of total loans             1.04%                     0.95%
         Total non-performing assets as a percentage of total assets           0.67%                     0.64%

</TABLE>

The increase in  non-performing  assets was  primarily  the result of additional
delinquencies  associated  with  mortgages  and an  increased  concentration  in
commercial lending which carries an increased degree of loss.

     D.   Liquidity and Capital Resources

The Bank's  primary  sources of funds on a long-term  and  short-term  basis are
deposits,   principal  and  interest  payments  on  loans,  mortgage-backed  and
investment  securities,  and FHLB advances. The Bank uses the funds generated to
support its lending and  investment  activities as well as any other demands for
liquidity such as deposit outflows.  While maturities and scheduled amortization
of loans are predictable sources of funds,  deposit flows,  mortgage prepayments
and the exercise of call  features are greatly  influenced  by general  interest
rates, economic conditions and competition.

At  December  31,  2001,  the  Bank  exceeded  all  of  its  regulatory  capital
requirements  with a tangible  capital level of $47.5 million,  or 5.9% of total
adjusted assets,  which is above the required level of $12.0 million, or 1.5%; a
core capital level of $47.5 million, or 5.9% of total adjusted assets,  which is
above the required level of $24.0 million,  or 3.0%; and a risk-based capital of
$52.3 million,  or 10.9% of  risk-weighted  assets,  which is above the required
level of $38.2 million, or 8.0%.

The Bank's most liquid assets are cash and cash  equivalents  and its investment
and mortgage-related securities  available-for-sale.  The levels of these assets
are  dependent  on  the  Bank's  operating,  financing,  lending  and  investing
activities  during  any  given  period.  At  December  31,  2001,

                                       14
<PAGE>

cash  and  cash  equivalents  and  investment  and  mortgage-related  securities
available-for-sale totaled $275.0 million, or 33.6% of total assets.

The Bank has other sources of liquidity if a need for  additional  funds arises,
including  FHLB  advances.  At December 31, 2001, the Bank had $203.4 million in
advances  outstanding from the FHLB, and had an overall borrowing  capacity from
the FHLB of $370.3  million.  Depending  on market  conditions,  the  pricing of
deposit  products  and FHLB  advances,  the Bank  may  continue  to rely on FHLB
borrowings to fund asset growth.

At December 31, 2001,  the Bank had  commitments to originate and purchase loans
and unused outstanding lines of credit and undisbursed  proceeds of construction
mortgages  totaling  $62.6  million.  The  Bank  anticipates  that it will  have
sufficient  funds  available to meet these  commitments.  Certificate  accounts,
including  Individual  Retirement Account ("IRA") and KEOGH accounts,  which are
scheduled to mature in less than one year from December 31, 2001, totaled $201.1
million.  Based on past experience,  the Bank expects that  substantially all of
these maturing certificate accounts, with the exception of jumbo certificates of
deposit,  will be retained by the Bank at maturity.  At December  31, 2001,  the
Bank had $48.9 million in jumbo certificates, the majority of which are deposits
from local school districts and municipalities.

At December 31, 2001, the Bank had total equity,  determined in accordance  with
generally accepted  accounting  principles,  of $57.7 million, or 7.2%, of total
assets,  which approximated the Bank's regulatory  tangible capital at that date
of 5.9% of assets.  An  institution  with a ratio of  tangible  capital to total
assets of greater  than or equal to 5% is  considered  to be  "well-capitalized"
pursuant to OTS regulations.

     E.   Comparison  of Financial  Condition at December 31, 2001 and September
          30, 2001

Total assets increased $9.9 million from $808.8 million at September 30, 2001 to
$818.7   million  at  December   31,   2001.   The  growth  was  in   securities
available-for-sale and a $7.2 million increase in cash.

Securities classified as available-for-sale  securities increased $15.1 million,
from $243.6  million at  September  30, 2001 to $258.7  million at December  31,
2001. The increase was primarily attributable to the purchase of mortgage backed
securities  utilizing  proceeds  from the  sale of  mortgage  loans.  Securities
classified as held to maturity  decreased  $8.0 million due to securities  being
called.

Net Loans  decreased $4.1 million to $494.0  million at December 31, 2001.  This
was primarily due to a $10.5 million decrease in one-to-four  family real estate
loans due to the sale into the secondary  market of $4.0 million of these loans.
Commercial  loans  decreased  $7.0  million  primarily  as  a  result  of  local
municipalities  paying off their tax free loans.  Construction  loans  decreased
$5.9  million due to  repayments  and  construction  loans  which have  matured.
Education  loans  decreased  $2.4 million due to the sale of these loans.  Multi
family and commercial real estate loans increased $13.7 million due to increased
originations as a result of marketing  efforts.  Automobile loans increased $9.8
million as a result of more  participating  automobile  dealers in our  indirect
auto lending programs.

Deposits  increased  $8.8  million  from  $515.7  million  to $524.5  million at
December 31, 2001. The largest increase was in checking  accounts,  specifically
NOW and  money  market  accounts  due to  continued  marketing  efforts  of such
accounts.  This increase was offset by a decrease in certificates of deposit due
to the maturity of jumbo certificates.

                                       15
<PAGE>

Total equity  decreased $1.6 million to $74.2 million at December 31, 2001. This
decrease in equity resulted primarily from the purchase of 145,557 shares of the
Company's  common  stock  during  the  quarter at a cost of $2.4  million.  Also
contributing  to the decline in equity was a $759,000  decrease  in  accumulated
other  comprehensive  income as a result of the decrease in unrealized losses on
securities  during the quarter.  Offsetting these decreases was the retention of
earnings for the quarter.

     F.   Comparison  of Operating  Results for the Three Months ended  December
          31, 2001 and December 31, 2000

General.  The Company had net income of  approximately  $1.3 million for both of
the three months ended December 31, 2001 and December 31, 2000.

Interest Income.  Total interest income increased $747,000,  or 5.8%, from $12.9
million for the three  months ended  December 31, 2000 to $13.7  million for the
three  months  ended  December  31,  2001.  This was  primarily  due to a $102.8
million,  or 15.3%,  increase in the average balance of interest earning assets.
Interest  income on mortgage  related  securities  increased  $723,000 from $1.0
million  for the  period  ended  December  31,  2000 to $1.7  million  due to an
increase in the average  balance of these  securities.  Interest income on loans
increased  $482,000  primarily  due to a $29.0  million  increase in the average
balance of these loans.

Interest  Expense.  Interest  expense  decreased  $426,000,  or 5.5%,  from $7.7
million for the three  months  ended  December  31, 2000 to $7.3 million for the
three months ended December 31, 2001. The  contributing  factor for the decrease
in interest expense was a $596,000  decrease in interest expense on certificates
of  deposit,  which  was the  result  of a 105  basis  point  decrease  on these
accounts.  Interest  expense on FHLB  advances  and other  borrowings  increased
$388,000 due to a $46.2 million increase in the average balance.

Provision for Loan Losses. The provision for loan losses increases the allowance
for loan losses. The Bank's provision for loan losses for the three months ended
December 31, 2001 increased $388,000 compared to the comparable 2000 period. The
increase in the  provision  at December 31, 2001  reflects the Bank's  increased
concentration  in  commercial  and consumer  lending  which carries an increased
degree of loss, as well as an increase in non performing  loans and charge offs.
The  allowance  is  maintained  at a level  that  represents  management's  best
estimate of known and inherent  estimated losses based upon an evaluation of the
loan portfolio.  Loan losses,  other than those incurred on loans held for sale,
are  charged  directly  against  the  allowance  and  recoveries  on  previously
charged-off loans are added to the allowance.  Management's  evaluation is based
upon,  among other  things,  delinquency  trends,  the volume of  non-performing
loans, prior loss experience of the portfolio,  current economic conditions, and
other  relevant  factors.  Although  management  believes  it has  used the best
information  available  to  it in  making  such  determinations,  and  that  the
allowance for loan losses is adequate,  future  adjustments to the allowance may
be necessary,  and net income may be adversely affected if circumstances  differ
substantially  from  the  assumptions  used  in  determining  the  level  of the
allowance.  In addition,  various  regulatory  agencies,  as an integral part of
their examination  process,  periodically review the Bank's allowance for losses
on loans.  Such  agencies  may require the Bank to  recognize  additions  to the
allowance based on their judgements about  information  available to them at the
time of their examination.

                                       16
<PAGE>

Non-interest  Income.  Non-interest  income increased  $865,000 from $706,000 to
$1.6  million,  for the three  months ended  December 31, 2001.  The increase in
non-interest  income was primarily due to insurance  premium income from Higgins
which was  acquired in January  2001.  Other  income  increased  $185,000 due to
losses   recognized   in   fiscal   2000   of  the   Company's   investment   in
Buildersfirst.com.  Loss on sale of  available  for  sale  securities  decreased
$147,000.  Service  charges and other fees increased  $143,000 due to additional
branches and a larger  customer base.  These increases were offset by a $325,000
decrease  in gain on sale of loans as a result of prior  year's gain on the sale
of Security Savings' fixed rate mortgage loans.

Non-interest Expense. Total non-interest expense increased from $4.1 million for
the three  months  ended  December 31, 2000 to $5.7 million for the three months
ended  December 31,  2001.  This  increase  was due  primarily to an increase in
compensation  and  employee   benefits  of  $873,000  for  new  staff  from  the
acquisition  of Higgins and  additional  branches,  combined with an increase in
hospitalization expense. Other non-interest expense increased $460,000 due to an
increase in the provision for repossessed assets combined with general increases
in  operating  expenses  such as  supplies  and  telephone.  Occupancy  expenses
increased $87,000 due to company expansion.  Professional fees increased $68,000
as a result  of  consulting  fees to  effectively  market  the  benefits  of all
subsidiaries of the companies.

Income Taxes.  The Company had an income tax provision of $594,000 for the three
months  ended  December  31,  2001,  compared to a provision of $522,000 for the
three months ended  December 31, 2000 resulting in effective tax rates of 31.7%,
and 28.8%, respectively. The change in income tax expense was attributable to an
increase in income  before  taxes,  as well as, an increase in the effective tax
rate as a direct result of the sale of tax-exempt municipal securities.

                                       17
<PAGE>

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     As of  December  31,  2001,  there  have been no  material  changes  in the
     quantative and qualitative  disclosures about market risks presented in the
     Company's  Annual  Report on Form 10-K for the fiscal year ended  September
     30, 2001.

                                       18
<PAGE>

Part II - OTHER INFORMATION

Item 1. Legal Proceedings

          The Company is not  involved in any pending  legal  proceedings  other
          than routine  legal  proceedings  occurring in the ordinary  course of
          business.  Such  routine  legal  proceedings,  in the  aggregate,  are
          believed by management  to be  immaterial  to the Company's  financial
          condition or results of operation.

Item 2. Changes in Securities and Use of Proceeds

          Not applicable.

Item 3. Defaults Upon Senior Securities

          Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

          None.

Item 5. Other information

          Not applicable.

Item 6. Exhibits and Reports on Form 8-K

     (A)  Exhibits

     3.1  Certificate  of  Incorporation  of  Northeast  Pennsylvania  Financial
          Corp.*

     3.2  Bylaws  (as  amended   effective   December  29,  2000)  of  Northeast
          Pennsylvania Financial Corp.*

     4.0  Form of Stock Certificate of Northeast Pennsylvania Financial Corp.*

     10.1 Standstill  Agreement,  dated as of November 26, 2001,  by and between
          Northeast Pennsylvania Financial Corp., Jewelcor Management,  Inc. and
          Seymour Holtzman***

     10.2 Registration  Rights Agreement,  dated as of December 31, 2000, by and
          among  Northeast  Pennsylvania  Financial  Corp.,  James Clark,  James
          McCann, Joseph Schlitzer and John W. Sink

     11.0 Statement  regarding  Computation  of Per Share Earnings (See Notes to
          Consolidated Financial Statements)

     *    Incorporated  herein by reference into this document from the Exhibits
          to Form  S-1,  Registration  Statement,  and any  amendments  thereto,
          Registration No. 333-43281.

                                       19
<PAGE>

     **   Incorporated  herein by reference into this document from the Exhibits
          to the Form 10-Q as filed on February 14, 2001

     ***  Incorporated  herein by reference into this document from the Exhibits
          to the Form 8-K, as filed on November 28, 2001


     (B)  Reports on Form 8-K


On November 28, 2001,  the Company filed a Form 8-K in which it announced  under
Item 5 that it had entered into a standstill agreement with Jewelcor Management,
Inc. and Seymour Holtzman. A copy of this agreement was filed by exhibit.


                                       20
<PAGE>

                                   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 thereunto duly authorized.




                                          NORTHEAST PENNSYLVANIA
                                          FINANCIAL CORP.


Date:    February 14, 2002                By: /s/ E. Lee Beard
                                          E. Lee Beard
                                          President and Chief Executive
                                          Officer

Date:    February 14, 2002                By: /s/ Patrick J. Owens, Jr.
                                          Patrick J. Owens, Jr.
                                          Treasurer and Chief Financial Officer