UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
 (Mark One)

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

                For the quarterly period ended September 30, 2006

                                       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 0-51589

                          NEW ENGLAND BANCSHARES, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

 Maryland                                                        04-3693643
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

 855 Enfield Street, Enfield, Connecticut                          06082
--------------------------------------------------------------------------------
 (Address of principal executive offices)                        (Zip Code)

                                 (860) 253-5200
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

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

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [_]

         Indicate by check mark whether the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]

         The Issuer had 5,346,583  shares of common  stock,  par value $0.01 per
share, outstanding as of October 7, 2006.


         Transitional Small Business Disclosure Format (Check one):
Yes [_] No [X]

<PAGE>

                          NEW ENGLAND BANCSHARES, INC.
                                   FORM 10-QSB

                                      INDEX

                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets at September 30, 2006
         (Unaudited) and March 31, 2006.....................................  1

         Condensed Consolidated Statements of Income for the
         Three and Six Months Ended September 30, 2006 and 2005 (Unaudited).  2

         Condensed Consolidated Statements of Cash Flows for the
         Six Months Ended September 30, 2006 and 2005 (Unaudited)...........  3

         Notes to Condensed Consolidated Financial Statements (Unaudited)...  4

Item 2.  Management's Discussion and Analysis or Plan of Operation..........  7

Item 3.  Controls and Procedures............................................ 13

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings.................................................. 14
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds........ 14
Item 3.  Defaults Upon Senior Securities.................................... 14
Item 4.  Submission of Matters to a Vote of Security Holders................ 14
Item 5.  Other Information.................................................. 14
Item 6.  Exhibits .......................................................... 14

SIGNATURES ................................................................. 15


<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1. Financial Statements.
        --------------------

                   NEW ENGLAND BANCSHARES, INC. AND SUBSIDIARY
                      Condensed Consolidated Balance Sheets
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                            September 30,      March 31,
                                                                                 2006            2006
                                                                            -------------    -------------
<S>                                                                                   <C>            <C>
 ASSETS                                                                      (Unaudited)
 ------
 Cash and due from banks ................................................   $       3,452    $       4,882
 Interest-bearing demand deposits with other banks ......................              70              308
 Federal funds sold .....................................................          12,770           30,700
 Money market mutual funds ..............................................             703            2,766
                                                                            -------------    -------------
       Total cash and cash equivalents ..................................          16,995           38,656
 Interest-bearing time deposits with other banks ........................           3,147            4,222
 Investments in available-for-sale securities, at fair value ............          56,903           52,297
 Federal Home Loan Bank stock, at cost ..................................           1,838            1,417
 Loans, net of allowance for loan losses of $1,755 as of September 30,
2006 and
    $1,636 as of March 31, 2006 .........................................         179,288          148,113
 Premises and equipment, net ............................................           4,454            4,441
 Accrued interest receivable ............................................           1,244              978
 Deferred income taxes, net .............................................           1,274            1,152
 Cash surrender value of life insurance .................................           4,139            4,060
 Identifiable intangible assets .........................................             643              687
 Goodwill ...............................................................           1,090            1,090
 Other assets ...........................................................           1,145              686
                                                                            -------------    -------------
       Total assets .....................................................   $     272,160    $     257,799
                                                                            =============    =============

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Deposits:
      Noninterest-bearing ...............................................   $      15,116    $      14,146
      Interest-bearing ..................................................         155,926          154,898
                                                                            -------------    -------------
          Total deposits ................................................         171,042          169,044
 Advanced payments by borrowers for taxes and insurance .................             659              969
 Federal Home Loan Bank advances ........................................          30,228           21,642
 Securities sold under agreements to repurchase .........................           9,962            7,325
 Other liabilities ......................................................           3,042            1,998
                                                                            -------------    -------------
       Total liabilities ................................................         214,933          200,978
                                                                            -------------    -------------

 Stockholders' Equity:
    Preferred stock, par value $.01 per share: 1,000,000 shares
    authorized; none issued .............................................              --               --
    Common stock, par value $.01 per share: 19,000,000 shares authorized;
            5,346,583 shares issued and outstanding .....................              53               53
     Paid-in capital ....................................................          42,419           42,339
    Retained earnings ...................................................          18,361           18,151
    Accumulated other comprehensive loss ................................            (547)            (608)
     Unearned ESOP shares, 350,945 shares ...............................          (2,903)          (2,903)
     Unearned shares, stock-based incentive plan, 34,500 shares .........            (156)            (211)
                                                                            -------------    -------------
       Total stockholders' equity .......................................          57,227           56,821
                                                                            -------------    -------------
       Total liabilities and stockholders' equity .......................   $     272,160    $     257,799
                                                                            =============    =============
</TABLE>

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                       1
<PAGE>

                   NEW ENGLAND BANCSHARES, INC. AND SUBSIDIARY
                   Condensed Consolidated Statements of Income

                                   (Unaudited)
                    (In thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                           Three Months Ended   Six Months Ended
                                                                             September 30,        September 30,
                                                                             2006      2005      2006      2005
                                                                             ----      ----      ----      ----
<S>                                                                            <C>        <C>      <C>       <C>
Interest and dividend income:
      Interest on loans .................................................   $2,742    $2,252    $5,199    $4,393
      Interest and dividends on securities:
         Taxable ........................................................      562       416     1,081       827
         Tax-exempt .....................................................      103        62       195       124
      Dividends on Federal Home Loan Bank stock .........................       23        15        39        29
      Interest on federal funds sold, interest-bearing deposits and
       dividends on money market mutual funds ...........................      308       140       746       288
                                                                            ------    ------    ------    ------
         Total interest and dividend income .............................    3,738     2,885     7,260     5,661
                                                                            ------    ------    ------    ------

Interest expense:
      Interest on deposits ..............................................    1,014       669     1,901     1,308
      Interest on advanced payments by borrowers for
            taxes and insurance .........................................        2         2         5         5
      Interest on Federal Home Loan Bank advances .......................      290       215       504       398
      Interest on securities sold under agreements to repurchase ........       80        34       178        56
                                                                            ------    ------    ------    ------
         Total interest expense .........................................    1,386       920     2,588     1,767
                                                                            ------    ------    ------    ------
         Net interest and dividend income ...............................    2,352     1,965     4,672     3,894
Provision for loan losses ...............................................       62        53       123        85
                                                                            ------    ------    ------    ------
         Net interest and dividend income after provision for loan losses    2,290     1,912     4,549     3,809
                                                                            ------    ------    ------    ------

Noninterest income:
      Service charges on deposit accounts ...............................      133       130       261       253
      Gain on sales and calls of investments, net .......................       12        17        25        22
      Increase in cash surrender value of life insurance policies .......       39        35        74        69
      Other income ......................................................       34        30        67        53
                                                                            ------    ------    ------    ------
         Total noninterest income .......................................      218       212       427       397
                                                                            ------    ------    ------    ------
Noninterest expense:
      Salaries and employee benefits ....................................    1,226       902     2,402     1,806
      Occupancy and equipment expense ...................................      424       224       841       473
      Advertising and promotion .........................................       35        56        80       102
      Professional fees .................................................      100        57       217       123
      Data processing expense ...........................................       87        74       168       144
      Stationery and supplies ...........................................       25        18        51        37
      Amortization of identifiable intangible assets ....................       22        22        44        44
      Other expense .....................................................      242       208       436       396
                                                                            ------    ------    ------    ------
         Total noninterest expense ......................................    2,161     1,561     4,239     3,125
                                                                            ------    ------    ------    ------
         Income before income taxes .....................................      347       563       737     1,081
Income taxes ............................................................      107       194       227       376
                                                                            ------    ------    ------    ------
         Net income .....................................................   $  240    $  369    $  510    $  705
                                                                            ======    ======    ======    ======

   Earnings per share:
            Basic .......................................................   $ 0.05    $ 0.07    $ 0.10    $ 0.14
            Diluted .....................................................     0.05      0.07      0.10      0.14
   Dividends per share ..................................................     0.03      0.02      0.06      0.04

</TABLE>

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                       2
<PAGE>

                   NEW ENGLAND BANCSHARES, INC. AND SUBSIDIARY
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                 Six Months Ended
                                                                                   September 30,
                                                                                 2006        2005
                                                                               --------    --------
<S>                                                                            <C>         <C>

 Cash flows from operating activities:
       Net income ..........................................................   $    510    $    705
       Adjustments to reconcile net income to net cash provided by
        operating activities:
             Net accretion of fair value adjustments .......................        (43)        (43)
             Amortization of securities, net ...............................         23          85
             Gain on sales and calls of investments, net ...................        (25)        (22)
             Provision for loan losses .....................................        123          85
             Change in deferred loan origination fees ......................        (13)        (16)
             Depreciation and amortization .................................        254         164
             Loss on disposal of equipment .................................          2          --
             Increase in accrued interest receivable .......................       (260)        (66)
             Deferred income tax benefit ...................................       (161)        (60)
             Increase in cash surrender value of life insurance policies ...        (74)        (69)
             Decrease (Increase) in prepaid expenses and other assets ......         42        (338)
             Amortization of identifiable intangible assets ................         44          44
             Increase in accrued expenses and other liabilities ............        412          72
             Compensation cost for stock option plan .......................         80          --
             Compensation cost for stock-based incentive plan ..............         67          56
                                                                               --------    --------

       Net cash provided by operating activities ...........................        981         597
                                                                               --------    --------

 Cash flows from investing activities:
             Purchases of available-for-sale securities ....................    (11,655)     (8,409)
             Proceeds from sales of available-for-sale securities ..........      4,733       3,639
             Proceeds from maturities of available-for-sale securities .....      2,530       3,747
             Purchases of Federal Home Loan Bank stock .....................       (421)       (290)
             Loan originations and principal collections, net ..............    (17,338)    (10,681)
             Purchases of loans ............................................    (13,952)         --
             Purchases of interest-bearing time deposits with other banks ..         --        (292)
             Proceeds from maturities of interest-bearing time deposits with
              other banks ..................................................      1,075         692
             Investments in life insurance policies ........................         (5)         (5)
             Capital expenditures - premises and equipment .................       (268)       (363)
                                                                               --------    --------

             Net cash used in investing activities .........................    (35,301)    (11,962)
                                                                               --------    --------

 Cash flows from financing activities:
             Net decrease in demand, NOW, money market and savings accounts      (1,239)     (1,673)
             Net increase in time deposits .................................      3,285         467
             Net decrease in advanced payments by borrowers for taxes and
              insurance ....................................................       (310)        (16)
             Proceeds from Federal Home Loan Bank long-term advances .......     10,000       6,500
             Principal payments on Federal Home Loan Bank long-term advances     (1,414)     (1,151)
             Net increase in securities sold under agreement to repurchase .      2,637       1,268
             Payments of cash dividends on common stock ....................       (300)        (96)
                                                                               --------    --------

 Net cash provided by financing activities .................................     12,659       5,299
                                                                               --------    --------

 Net decrease in cash and cash equivalents .................................    (21,661)     (6,066)
 Cash and cash equivalents at beginning of period ..........................     38,656      16,544
                                                                               --------    --------
 Cash and cash equivalents at end of period ................................   $ 16,995    $ 10,478
                                                                               ========    ========

 Supplemental disclosures:
             Interest paid .................................................   $  2,512    $  1,752
             Income taxes paid .............................................        176         534
</TABLE>

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                       3
<PAGE>

                          NEW ENGLAND BANCSHARES, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE 1 - Organization

         New  England  Bancshares,   Inc.  New  England  Bancshares,  Inc.  (the
"Company") is a Maryland  corporation which was organized in December 2005 to be
the holding company parent of Enfield Federal Savings and Loan  Association (the
"Association"   or  "Enfield   Federal"),   following  the   completion  of  the
"second-step"  mutual-to-stock  conversion of Enfield  Mutual  Holding  Company.
Reference is made to "New England  Bancshares" or the "Company" for periods both
before and after the second-step conversion.  The principal asset of the Company
is its investment in Enfield Federal.  As a part of the second-step  conversion,
the Company sold 3,075,855 shares resulting in net proceeds of $27.2 million, of
which $12.2 million was retained as capital by the Company and $15.0 million was
infused as capital into the Association. Shareholders of the Company immediately
prior to the completion of the second-step conversion received 2.3683 shares for
each share of common stock they held in the Company,  resulting in an additional
1,311,863 shares being issued.

         The  second-step  conversion was accounted for as a change in corporate
form  with no  subsequent  change  in the  historical  carrying  amounts  of the
Company's assets and liabilities. Consolidated stockholders' equity increased by
the net cash  proceeds  from the offering.  All  references in the  consolidated
financial  statements  and notes thereto to share data  (including the number of
shares and per share  amounts)  have been  adjusted  to reflect  the  additional
shares outstanding as a result of the offering and the share exchange.

         Enfield  Federal  Savings  and  Loan   Association.   The  Association,
incorporated in 1916, is a federally chartered savings association headquartered
in Enfield,  Connecticut.  The Association's deposits are insured by the Federal
Deposit  Insurance  Corporation.  The Association is engaged  principally in the
business of  attracting  deposits from the general  public and  investing  those
deposits  primarily in residential  and commercial  real estate loans,  and to a
lesser extent, in consumer,  construction,  commercial and small business loans.
In June 2002, the Association  reorganized  from the mutual form of organization
to the mutual holding  company  structure.  In December  2003,  the  Association
acquired  Windsor  Locks  Community  Bank,  FSL.  At  September  30,  2006,  the
Association operated from eight locations in Connecticut.

NOTE 2 - Basis of Presentation

         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with accounting  principles  generally accepted
in the  United  States of  America  for  interim  financial  statements  and the
instructions  to  Form  10-QSB,  and  accordingly  do  not  include  all  of the
information and footnotes required by accounting  principles  generally accepted
in the United  States of  America  for  complete  financial  statements.  In the
opinion  of  management,   the  accompanying  unaudited  consolidated  financial
statements  reflect  all  adjustments  necessary,   consisting  of  only  normal
recurring  accruals,  to  present  fairly  the  financial  position,  results of
operations and cash flows of the Company for the periods presented. In preparing
the interim financial  statements,  management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of the
date of the balance

                                       4
<PAGE>

sheet and  revenues and expenses  for the period.  Actual  results  could differ
significantly  from those  estimates.  The interim results of operations are not
necessarily  indicative  of the  operating  results to be expected  for the year
ending March 31, 2007 or any other interim period.

         While management  believes that the disclosures  presented are adequate
so as not to  make  the  information  misleading,  it is  suggested  that  these
condensed  consolidated  financial  statements be read in  conjunction  with the
financial  statements and notes included in New England  Bancshares' Form 10-KSB
for the year ended March 31, 2006.

         The  condensed  consolidated  balance  sheet as of March  31,  2006 was
derived  from  the  audited  financial  statements  of the  former  New  England
Bancshares,  Inc.,  but  does  not  include  all  the  disclosures  required  by
accounting principles generally accepted in the United States of America.

NOTE 3 - Earnings Per Share (EPS)

         Basic  EPS  is  computed  by  dividing   income   available  to  common
stockholders by the weighted-average number of common shares outstanding for the
period.  Diluted  EPS  reflects  the  potential  dilution  that  could  occur if
securities or other  contracts to issue common stock were exercised or converted
into common  stock or resulted in the  issuance of common stock that then shared
in the earnings of the entity.

                                          Quarter Ended   Six Months Ended
                                          September 30,     September 30,
                                         ---------------   ---------------
(In thousands, except per share data)     2006     2005     2006     2005
                                         ------   ------   ------   ------
Net income                               $  240   $  369   $  510   $  705
Weighted average common shares
  outstanding for computation of basic
  EPS                                     4,961    5,172    4,961    5,172
Effect of dilutive stock options and
  stock awards                              203      140      196      107
                                         ------   ------   ------   ------

Weighted average common shares for
  computation of diluted EPS              5,164    5,312    5,157    5,279
                                         ------   ------   ------   ------
Earnings per share:
  Basic                                  $ 0.05   $ 0.07   $ 0.10   $ 0.14
  Diluted                                $ 0.05   $ 0.07   $ 0.10   $ 0.14
--------------------------------------------------------------------------------

NOTE 4 - Recent Accounting Pronouncements

         In December 2004,  the Financial  Accounting  Standards  Board ("FASB")
issued SFAS No. 123 (revised 2004),  "Share-Based  Payment" ("SFAS 123R").  This
Statement   revises  FASB  Statement  No.  123,   "Accounting  for  Stock  Based
Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and its related implementation guidance. SFAS 123R requires that the
cost resulting from all  share-based  payment  transactions be recognized in the
consolidated financial statements.  It establishes fair value as the measurement
objective in accounting for share-based  payment  arrangements  and requires all
entities  to apply a  fair-value  based  measurement  method in  accounting  for
share-based  payment  transactions with employees except for equity  instruments
held by employee  share  ownership  plans.  This Statement was effective for the
Company as of the  beginning  of the first annual  reporting  period that begins
after December 15, 2005.

                                       5
<PAGE>

         In March 2006, the FASB issued SFAS No. 156,  "Accounting for Servicing
of  Financial  Assets - an amendment  of FASB  Statement  No. 140." SFAS No. 156
requires an entity to recognize a servicing  asset or servicing  liability  each
time it undertakes an obligation to service a financial asset by entering into a
servicing contract in specific situations.  Additionally, the servicing asset or
servicing  liability  shall be  initially  measured at fair value;  however,  an
entity may elect the "amortization method" or "fair value method" for subsequent
balance  sheet  reporting  periods.  SFAS No. 156 is effective as of an entity's
first  fiscal  year  beginning  after  September  15,  2006.  Early  adoption is
permitted as of the  beginning of an entity's  fiscal year,  provided the entity
has not yet issued financial statements, including interim financial statements,
for any period of that fiscal year.  The Company does not expect the adoption of
this statement to have a material impact on its financial condition,  results of
operations or cash flows.

         In September 2006, the FASB issued SFAS No. 158, "Employer's Accounting
for Defined  Benefit  Pension and other  Postretirement  Plans - an amendment of
FASB Statements No 87, 88, 106 and 132(R)" ("SFAS 158"). SFAS 158 requires:  (1)
the  recognition of an asset or liability for the  over-funded  or  under-funded
status of a defined  benefit plan; (2) the  recognition  of actuarial  gains and
losses and prior service costs and credits in other  comprehensive  income;  (3)
measurement of plan assets and benefit  obligations as of the employer's balance
sheet date, rather than at interim  measurement dates as currently allowed;  and
(4) disclosure of additional  information  concerning actuarial gains and losses
and prior service costs and credits  recognized in other  comprehensive  income.
This  statement is effective for financial  statements  with fiscal years ending
after  December  15,  2006.  The Company  does not believe the  adoption of this
Statement  will have a  material  impact on the  Company's  financial  position,
result of operations or cash flows.

NOTE 5 - Stock-Based Incentive Plan

         At September 30, 2006, the Company  maintained a stock-based  incentive
plan and an equity incentive plan. The Company currently  accounts for the plans
under the  recognition  and  measurement  principles  of  Statement of Financial
Accounting  Standards  (SFAS) No. 123,  (amended  2004),  "Share-Based  Payment"
("SFAS  123R").  SFAS 123R requires the Company to recognize the cost  resulting
from  all  share-based  payment  transactions  in  the  consolidated   financial
statements as of the beginning of the first annual  reporting period that begins
after  December  15,  2005.  For  the  six  months  ended  September  30,  2006,
compensation  cost for the Company's  stock plans was measured at the grant date
based on the value of the  award and was  recognized  over the  service  period,
which was the vesting  period.  However,  for the six months ended September 30,
2005  compensation  cost for the  stock-based  incentive plan used the intrinsic
value based method of  accounting  prescribed  by  Accounting  Principles  Board
Opinion  ("APB") No. 25,  "Accounting  for Stock Issued to  Employees,"  whereby
compensation  cost was the  excess,  if any, of the quoted  market  price of the
stock at the grant date (or other  measurement date) over the amount an employee
must pay to  acquire  the  stock.  Stock  options  issued  under  the  Company's
stock-based  incentive plan have no intrinsic value at the grant date, and under
Opinion No. 25 no compensation cost was recognized for them in the 2005 quarter.
The  compensation  cost that has been charged against income for the granting of
stock  options  under the  plans in the  period  ended  September  30,  2006 was
$80,000. During the quarter ended September 30, 2006 the Company granted 108,563
options.

                                       6
<PAGE>

         The following table illustrates the effect on net income if the Company
had applied the fair value  recognition  provisions of SFAS 123R to  stock-based
employee compensation for the three and six months ended September 30, 2005.

<TABLE>
<CAPTION>
                                                    Quarter Ended   Six Months Ended
                                                    September 30,     September 30,
(Dollars in thousands, except per share data)           2005              2005
                                                     ----------        ----------
<S>                                                  <C>               <C>
Net income, as reported                              $      369        $      705
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects                   31                61
                                                     ----------        ----------
Pro forma net income                                 $      338        $      644
                                                     ----------        ----------
Earnings per share:
  Basic - as reported                                $     0.07        $     0.14
  Basic - pro forma                                  $     0.06        $     0.12
  Diluted - as reported                              $     0.07        $     0.14
  Diluted - pro forma                                $     0.06        $     0.12

--------------------------------------------------------------------------------
</TABLE>

         The  compensation  cost that has been  charged  against  income for the
granting of  restricted  stock  awards  under the plan for the six months  ended
September 30, 2006 and 2005 was $67,000 and $56,000, respectively.



Item 2.  Management's Discussion and Analysis or Plan of Operation.
         ---------------------------------------------------------

         The following analysis discusses changes in the financial condition and
results of  operations  at and for the three and six months ended  September 30,
2006 and 2005,  and should be read in conjunction  with the Company's  Condensed
Consolidated  Financial  Statements and the notes thereto,  appearing in Part I,
Item 1 of this document.

Forward-Looking Statements

         This report  contains  certain  forward-looking  statements  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995,  and is including  this statement for purposes of these safe harbor
provisions.  Forward-looking statements,  which are based on certain assumptions
and describe  future plans,  strategies  and  expectations  of the Company,  are
generally  identified  by  use  of  the  words  "believe,"  "expect,"  "intend,"
"anticipate,"  "estimate,"  "project"  or  similar  expressions.  The  Company's
ability to predict results or the actual effect of future plans or strategies is
inherently  uncertain.  Factors that could have a material adverse effect on the
operations of the Company and its  subsidiary  include,  but are not limited to,
changes  in:  interest  rates,  general  economic  conditions,  legislation  and
regulations,  monetary  and fiscal  policies of the U.S.  government,  including
policies of the U.S.  Treasury  and the Federal  Reserve  Board,  the quality or
composition  of the loan or  investment  portfolios,  demand for loan  products,
deposit  flows,  competition,  demand for  financial  services in the  Company's
market  area  and  accounting   principles  and  guidelines.   These  risks  and
uncertainties should be considered in evaluating  forward-looking statements and
undue  reliance  should not be placed on such  statements.  Further  information
concerning the Company and its business, including additional factors that could

                                       7
<PAGE>

materially affect the Company's  financial results, is included in the Company's
Annual  Report on Form 10-KSB for the year ended March 31,  2006,  under Item 1,
Description  of  Business  - Risk  Factors"  and  our  other  filings  with  the
Securities and Exchange Commission.

         Except as required by applicable law and  regulation,  the Company does
not undertake - and specifically  disclaims any obligation - to publicly release
the result of any revisions that may be made to any  forward-looking  statements
to  reflect  events or  circumstances  after the date of such  statements  or to
reflect the occurrence of anticipated or unanticipated events.

   Comparison of Financial Condition at September 30, 2006 and March 31, 2006

Assets

         Total assets were $272.2  million at September 30, 2006, an increase of
$14.4  million,  or 5.6%,  compared  to $257.8  million at March 31,  2006.  The
increase in total assets was primarily the result of a $31.2 million increase in
net  loans  and a  $4.6  million  increase  in  available-for-sale  investments,
partially offset by a $21.7 million decrease in cash and cash  equivalents.  The
increase  in net loans was  primarily  due to an  increase  of $24.2  million in
one-to  four-family  residential  mortgage  loans,  a $4.7  million  increase in
construction  loans, a $1.6 million  increase in commercial loans and a $643,000
increase in commercial real estate loans. During the fiscal second quarter,  the
Company  purchased  approximately  $14.0 million of  participation  interests in
residential one-to four-family loans. The decrease in federal funds sold was due
to the investment of proceeds  received in the Company's stock offering in loans
and securities.

Allowance for Loan Losses

         Management  determines the adequacy of the allowance for loan losses on
a regular basis. The determination is based upon management's  assessment of the
credit quality of the loan portfolio, previous loss experience, current economic
conditions and their effect on borrowers and the market area in general, and the
performance of individual credits in relation to the contract terms.

         The Company's  methodology  for assessing  the  appropriateness  of the
allowance for loan losses consists of specific allowances for identified problem
loans and a general valuation  allowance on the remainder of the loan portfolio.
Although we determine  the amount of each element of the  allowance  separately,
the entire allowance for loan losses is available for the entire portfolio.

         Provisions  for loan  losses are charges to earnings to bring the total
allowance  for loan losses to a level  considered  by  management as adequate to
provide  for  estimated  loan losses  based on  management's  evaluation  of the
collectibility of the loan portfolio.  While management  believes that, based on
information  currently  available,  the  Company's  allowance for loan losses is
sufficient  to cover  losses  inherent in its loan  portfolio  at this time,  no
assurances  can be given that the  Company's  level of allowance for loan losses
will be sufficient  to cover actual loan losses  incurred by the Company or that
future  adjustments  to the  allowance  for loan losses will not be necessary if
economic and other conditions differ  substantially  from the economic and other
conditions  used by  management  to determine the current level of the allowance
for loan losses.  In addition,  the Office of Thrift  Supervision as an integral
part of its examination  process,  periodically  reviews the Company's allowance
for loan  losses  and may  require  the  Company  to  provide  additions  to the
allowance based upon judgments different from management.

                                       8
<PAGE>

         The table below  indicates the  relationship  between the allowance for
loan  losses,  total  loans  outstanding  and  nonperforming  loans at the dates
indicated.

                                      September 30, 2006       March 31, 2006
                                      ------------------       --------------
                                             (Dollars in thousands)
         Allowance for loan losses       $      1,755          $      1,636
         Gross loans outstanding              181,043               149,749
         Non-accrual loans                        324                   600
         Allowance/Loans outstanding             0.97%                 1.09%
         Allowance/Nonperforming loans         541.67%               272.67%

         The decrease in  non-accrual  loans was  primarily  due to loans to one
customer,  classified as  non-accrual  at March 31, 2006,  which was paid off in
full during the six months ended September 30, 2006.

Past due and Nonperforming Loans

         The following table sets forth information regarding past due loans:

                                      September 30, 2006       March 31, 2006
                                      ------------------       --------------
                                                    (In thousands)
 Past due 30 days through 89 days            $1,069                $2,553
 Past due 90 days or more                        --                   553

         The  decrease  in loans past due 30 through 89 days was due to the fact
that  there  were  thirty  days in  September  as  opposed  to 31 days in March.
Accordingly  as a large  percentage of loans are due on the first of each month,
at September 30, 2006,  certain loans that  otherwise  would be included in this
category  were only 29 days past due.  The  decrease  in total loans past due 90
days or more was caused by the  reduction  of past due  commercial  loans as the
loans were repaid once the properties or businesses were sold.

Liabilities

         Total  liabilities  were  $214.9  million at  September  30,  2006,  an
increase of $13.9  million,  or 6.9%,  compared  to $201.0  million at March 31,
2006. The increase in total  liabilities was caused primarily by an $8.6 million
increase  in  Federal  Home Loan  Bank  advances,  a $2.6  million  increase  in
securities sold under agreements to repurchase, a $2.0 million increase in total
deposits, and a $1.0 million increase in other liabilities,  partially offset by
a $310,000  decrease in advanced  payments by borrowers for taxes and insurance.
Deposits increased $2.0 million,  or 1.2%, from $169.0 million at March 31, 2006
to $171.0  million at  September  30,  2006.  The  increase in deposits  was due
primarily to a $4.3 million increase in money market accounts and a $3.3 million
increase in certificate of deposit accounts,  partially offset by a $4.7 million
decrease in savings accounts and a $952,000 decrease in checking accounts. Since
March 31,  2005,  the Company has  experienced  a shift in deposits as customers
with generally  lower-yielding  savings accounts invest those funds in generally
higher-yielding  money market accounts and certificates of deposit. The increase
in FHLB advances was used to fund the increase in assets.

                                       9
<PAGE>

Stockholders' Equity

         Total  stockholders'  equity  increased  $406,000,  or  0.7%,  to $57.2
million at September 30, 2006 from $56.8 million at March 31, 2006. The increase
was caused by net income of $510,000,  a $55,000 decrease in unearned shares due
to the vesting of restricted  shares,  stock option  expense,  net of taxes,  of
$80,000,  and a  $61,000  decrease  in  accumulated  other  comprehensive  loss,
partially offset by $300,000 of dividends declared.

Comparison  of Operating  Results for the Three Months Ended  September 30, 2006
and 2005

General

         The Company's  results of operations  depend  primarily on net interest
and dividend income,  which is the difference  between the interest and dividend
income earned on its interest-earning assets, such as loans and securities,  and
the interest expense on its interest-bearing  liabilities,  such as deposits and
borrowings.  The Company also generates noninterest income,  primarily from fees
and  service  charges.  Gains on  sales  of  securities  and  increases  in cash
surrender value of life insurance policies are additional sources of noninterest
income.  The  Company's  noninterest  expense  primarily  consists  of  employee
compensation and benefits,  occupancy and equipment expense,  advertising,  data
processing, professional fees and other operating expense.

Net Income

         For the three months ended September 30, 2006, the Company reported net
income of  $240,000,  a decrease  of  $129,000  compared to the year ago period.
Basic and diluted  earnings per share for the quarter  ended  September 30, 2006
were each $0.05, compared to $0.07 for the quarter ended September 30, 2005. The
decrease in net income was due primarily to a $600,000  increase in  noninterest
expense and a $9,000 increase in the provision for loan losses, partially offset
by a $387,000  increase in net interest and dividend  income, a $87,000 decrease
in income taxes and a $6,000 increase in noninterest income.

Net Interest and Dividend Income

         Net interest and dividend  income for the three months ended  September
30, 2006 totaled  $2.4  million  compared to $2.0 million for the same period in
2005.  This  represented  an increase  of  $387,000 or 20.0%.  The change in net
interest and dividend  income was primarily  due to a $45.0 million  increase in
interest-earning  assets,  partially  offset  by a  $14.9  million  increase  in
interest-bearing  liabilities.  The net interest margin decreased  slightly from
3.87% for the quarter  ended  September  30, 2005 to 3.82% for the quarter ended
September 30, 2006,  however the interest rate spread  decreased  from 3.59% for
the quarter ended September 30, 2005 to 3.15% for the current year period.

         Interest and dividend  income amounted to $3.7 million and $2.9 million
for the three months ended  September 30, 2006 and 2005,  respectively.  Average
interest-earning  assets were $249.6 million for the quarter ended September 30,
2006, an increase of $45.0 million, or 22.0%, compared to $204.6 million for the
quarter  ended  September  30, 2005.  The  increase in average  interest-earning
assets resulted primarily from the growth in the loan portfolio and investments.

                                       10
<PAGE>

The yield earned on average  interest-earning  assets increased to 6.03% for the
three  months  ended  September  30, 2006 from 5.65% for the three  months ended
September  30, 2005 due  primarily to the increase in  short-term  rates and the
growth in higher-yielding loans.

         Interest  expense  for the  quarter  was $1.4  million,  an increase of
$466,000,  or 50.7%,  from the $920,000  reported in the same quarter last year.
Average interest-bearing liabilities grew $14.9 million during the quarter ended
September 30, 2006 from $176.4 million to $191.3 million primarily due to a $5.6
million  increase in the average  balance of Federal Home Loan Bank advances,  a
$2.0  million  increase in the average  balance of deposits  and a $2.8  million
increase  in  the  average  balance  of  securities  sold  under  agreements  to
repurchase.  The average rate paid on interest-bearing  liabilities increased to
2.87% for the  quarter  ended  September  30,  2006 from  2.07% for the year ago
period, due primarily to the increase in the Federal Home Loan Bank advances and
securities  sold under  agreements to repurchase,  which carry higher rates than
deposits.  In  addition,  the  average  rate  paid on  certificates  of  deposit
increased  from 2.70% for the quarter ended  September 30, 2005 to 3.67% for the
current year quarter as competition has increased for this type of deposit.

Provision for Loan Losses

         The provision for loan losses for the quarters ended September 30, 2006
and 2005 was $62,000 and $53,000,  respectively.  The additions to the allowance
for loan losses  reflected  continued  growth in the loan  portfolio,  partially
offset by continued strong asset quality, reflected by a decrease in non-accrual
loans and past due loans.

Noninterest Income

         For the  quarter  ended  September  30,  2006,  noninterest  income was
$218,000  compared to $212,000 in the same  quarter a year ago.  The increase in
noninterest income was primarily due to an increase of $4,000 in other income, a
$4,000 increase in cash surrender value of life insurance  policies and a $3,000
increase in service charges on deposit  accounts,  partially  offset by a $5,000
decrease in gain on sales and calls of investments.

Noninterest Expense

         Noninterest  expense for the quarter ended  September 30, 2006 was $2.2
million,  an increase of  $600,000,  or 38.4%,  from $1.6 million in the quarter
ended September 30, 2005.  Salaries and employee benefits  increased $324,000 as
the Company  increased  staff for a new branch  office and  incurred  $43,000 of
stock option expense. Occupancy and equipment expenses increased $200,000 due to
the opening of the Bank's  eighth  banking  office and the  additional  expenses
related to the Company's  new main office and  headquarters.  Professional  fees
increased  $43,000  as the  Company's  legal,  accounting  and  regulatory  fees
increased.

Provision for Income Taxes

         The income tax provision  for the quarter ended  September 30, 2006 was
$107,000  compared to $194,000 for the quarter  ended  September  30, 2005.  The
effective tax rate decreased from 34.5% for the quarter ended September 30, 2005
to 30.8% for the current year  quarter.  The decrease in the  effective tax rate
was caused primarily by the increase in tax-exempt interest income.

                                       11
<PAGE>

Comparison of Operating  Results for the Six Months Ended September 30, 2006 and
2005

Net Income

         For the six months ended  September 30, 2006, the Company  reported net
income of  $510,000,  a decrease  of  $195,000  compared to the year ago period.
Basic and diluted  earnings per share for the quarter  ended  September 30, 2006
were each  $0.10,  and for the six months  ended  September  30,  2005 were each
$0.14.  The decrease in net income was due primarily to a $1.1 million  increase
in noninterest  expense and a $38,000 increase in the provision for loan losses,
partially  offset by a $778,000  increase in net interest and dividend income, a
$149,000 decrease in income taxes and a $30,000 increase in noninterest income.

Net Interest and Dividend Income

         Net interest and dividend income for the six months ended September 30,
2006 totaled $4.7 million  compared to $3.9 million for the same period in 2005.
This  represented  an increase of $778,000 or 20.0%.  The change in net interest
and  dividend  income  was  primarily  due  to  a  $43.2  million   increase  in
interest-earning  assets,  partially  offset  by a  $13.5  million  increase  in
interest-bearing  liabilities.  The net interest margin decreased  slightly from
3.88% for the six months  ended  September  30, 2005 to 3.86% for the six months
ended September 30, 2006,  however the interest rate spread decreased from 3.60%
for the six  months  ended  September  30,  2005 to 3.22% for the  current  year
period.

         Interest and dividend  income amounted to $7.3 million and $5.7 million
for the six months  ended  September  30, 2006 and 2005,  respectively.  Average
interest-earning  assets were $246.7 million for the six months ended  September
30, 2006, an increase of $43.2 million, or 21.2%, compared to $203.5 million for
the  six  months   ended   September   30,   2005.   The   increase  in  average
interest-earning assets resulted primarily from the growth in the loan portfolio
and investments.  The yield earned on average  interest-earning assets increased
to 5.95% for the six  months  ended  September  30,  2006 from 5.61% for the six
months ended  September  30, 2005 due  primarily  to the increase in  short-term
rates and the growth in higher-yielding loans.

         Interest  expense for the six months was $2.6  million,  an increase of
$821,000,  or 46.5%,  from the $1.8 million reported in the same six months last
year.  Average  interest-bearing  liabilities  grew $13.4 million during the six
months ended September 30, 2006 from $175.6 million to $189.0 million  primarily
due to a $4.1 million  increase in the average balance of Federal Home Loan Bank
advances,  a $4.9 million increase in the average balance of deposits and a $4.4
million  increase in the average balance of securities sold under  agreements to
repurchase.  The average rate paid on interest-bearing  liabilities increased to
2.73% for the six months  ended  September  30, 2006 from 2.01% for the year ago
period,  due  primarily to the  increase in Federal Home Loan Bank  advances and
securities  sold under  agreements to repurchase,  which carry higher rates than
deposits.  In  addition,  the  average  rate  paid on  certificates  of  deposit
increased  from 2.65% for the six months ended  September  30, 2005 to 3.50% for
the  current  year six  months as  competition  has  increased  for this type of
deposit.

                                       12
<PAGE>

Provision for Loan Losses

         The  provision  for loan losses for the six months ended  September 30,
2006 and 2005 was  $123,000  and  $85,000,  respectively.  The  additions to the
allowance  for loan losses  reflected  continued  growth in the loan  portfolio,
partially offset by continued strong asset quality.

Noninterest Income

         For the six months ended  September  30, 2006,  noninterest  income was
$427,000 compared to $397,000 in the same six months a year ago. The increase in
noninterest  income was primarily due to an increase of $14,000 in other income,
a $5,000 increase in cash surrender value of life insurance policies,  an $8,000
increase in service charges on deposit accounts and a $3,000 increase in gain on
sales and calls of investments.

Noninterest Expense

         Noninterest  expense for the six months  ended  September  30, 2006 was
$4.2 million,  an increase of $1.1 million,  or 35.6%,  from $3.1 million in the
six months ended September 30, 2005.  Salaries and employee  benefits  increased
$596,000 as the Company  increased  staff for a new branch  office and  incurred
$80,000 of stock option  expense.  Occupancy  and equipment  expenses  increased
$368,000  due to the  opening  of the  Bank's  eighth  banking  office  and  the
additional  expenses related to the Company's new main office and  headquarters.
Professional  fees  increased  $94,000 as the Company's  legal,  accounting  and
regulatory fees increased.

Provision for Income Taxes

         The income tax  provision  for the six months ended  September 30, 2006
was $227,000  compared to $376,000 for the six months ended  September 30, 2005.
The effective tax rate decreased  from 34.8% for the six months ended  September
30, 2005 to 30.8% for the current year six months. The decrease in the effective
tax rate was caused primarily by the increase in tax-exempt interest income.

Liquidity and Capital Resources

         The  term  liquidity  refers  to the  ability  of the  Company  and the
Association to meet current and future  short-term  financial  obligations.  The
Company and the Association  further define liquidity as the ability to generate
adequate  amounts of cash to fund loan  originations,  deposit  withdrawals  and
operating expenses.  Liquidity management is both a daily and long-term function
of business  management.  The Company's main source of liquidity is the proceeds
it  retained  from its stock  offering.  The  Association's  primary  sources of
liquidity are deposits, scheduled amortization and prepayments of loan principal
and  mortgage-related  securities,  funds provided by operations and borrowings.
The  Association  can  borrow  funds  from the  Federal  Home Loan Bank based on
eligible  collateral of loans and  securities.  The Association had Federal Home
Loan Bank  borrowings  as of  September  30, 2006 of $30.2  million  with unused
borrowing capacity of $36.2 million.

         The Association's  primary investing  activities are the origination of
loans and the purchase of mortgage  and  investment  securities.  During the six
months ended September 30, 2006 and 2005, the Association  originated loans, net
of  principal  paydowns  of  approximately

                                       13
<PAGE>

$31.3  million  and  $10.7  million,   respectively.   Purchases  of  investment
securities  totaled  $11.7  million and $8.4  million  for the six months  ended
September 30, 2006 and 2005, respectively.

         Loan  repayment  and maturing  investment  securities  are a relatively
predictable  source  of  funds.  However,  deposit  flows,  calls of  investment
securities and prepayments of loans and mortgage-backed  securities are strongly
influenced  by  interest  rates,  general  and  local  economic  conditions  and
competition in the marketplace.  These factors reduce the  predictability of the
timing  of these  sources  of funds.  Total  deposits  were  $171.0  million  at
September 30, 2006, a $2.0 million  increase from the $169.0 million  balance at
March 31, 2006.

         At September 30, 2006, the Association  had outstanding  commitments to
originate $6.6 million of loans,  and available home equity and unadvanced lines
of credit and construction loans of approximately  $10.2 million.  Management of
the  Association  anticipates  that it will  have  sufficient  funds to meet its
current loan commitments.  Retail certificates of deposit scheduled to mature in
one year or less at September 30, 2006 totaled $56.0 million,  or 32.7% of total
deposits.  The Association  relies on competitive  rates,  customer  service and
long-standing  relationships  with  customers to retain  deposits.  Based on the
Association's   experience   with  deposit   retention  and  current   retention
strategies,  management  believes  that,  although it is not possible to predict
future terms and conditions upon renewal, a significant portion of such deposits
will remain with the Association.

         The Association was "well capitalized"  under regulatory  guidelines at
September  30,  2006 and  exceeded  each of the  applicable  regulatory  capital
requirements  at such date. The table below  presents the capital  required as a
percentage  of total assets and the  percentage  and the total amount of capital
maintained at September 30, 2006.

 (dollars in thousands)
                                        Required               Association
                                        --------               -----------
 Tier 1 Capital                             4%               $40,883  15.07%
 Total Risk-Based Capital                   8%               $42,638  26.96%
 Tier 1 Risk-Based Capital                  4%               $40,883  25.85%

         Management  is not aware of any known trends,  events or  uncertainties
that  will  have or are  reasonably  likely  to have a  material  effect  on the
Company's  or  the  Association's  liquidity,  capital  or  operations,  nor  is
management aware of any current recommendations by regulatory authorities which,
if  implemented,   would  have  a  material  effect  on  the  Company's  or  the
Association's liquidity, capital or operations.

         In addition to regulatory requirements,  we also manage our capital for
the benefit of our  stockholders.  The capital from the  offering  significantly
increased our liquidity and capital  resources.  Over time, the initial level of
liquidity  will be reduced as net proceeds from the stock  offering are used for
general corporate  purposes,  including the funding of lending  activities.  Our
financial  condition and results of operations have been enhanced by the capital
from the offering,  resulting in increased net  interest-earning  assets and net
income.  However, the large increase in equity resulting from the capital raised
in the offering has initially had an adverse impact on our return on equity.  We
may use capital  management tools such as cash dividends and share  repurchases.
However, under Office of Thrift Supervision regulations,  we will not be allowed
to repurchase any shares during the first year following the offering, except to
fund the  restricted

                                       14
<PAGE>

stock  awards  under  the  stock-based   benefit  plan,   unless   extraordinary
circumstances exist and we receive regulatory approval.

Off-Balance Sheet Arrangements

         In addition to the normal course of operations, the Association engages
in a variety of  financial  transactions  that,  in  accordance  with  generally
accepted accounting  principals,  are not recorded in our financial  statements.
These transactions  involve,  to varying degrees,  elements of credit,  interest
rate and  liquidity  risk.  Such  transactions  are  used  primarily  to  manage
customers' requests for funding and take the form of loan commitments,  lines of
credit and letters of credit.

         For the six months ended September 30, 2006, the Association engaged in
no off-balance sheet transactions reasonably likely to have a material effect on
our financial condition, results of operations or cash flows.

Item 3.  Controls and Procedures.
         -----------------------

         The Company's  management,  including the Company's principal executive
officer and principal financial officer, have evaluated the effectiveness of the
Company's  "disclosure controls and procedures," as such term is defined in Rule
13a-15(e)  promulgated  under the  Securities  Exchange Act of 1934, as amended,
(the  "Exchange  Act").  Based upon their  evaluation,  the principal  executive
officer and principal  financial  officer  concluded  that, as of the end of the
period covered by this report, the Company's  disclosure controls and procedures
were effective for the purpose of ensuring that the  information  required to be
disclosed  in the reports that the Company  files or submits  under the Exchange
Act with the  Securities  and Exchange  Commission  (the "SEC") (1) is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms,  and (2) is accumulated and communicated to the Company's
management,  including its principal  executive officer and principal  financial
officer, as appropriate to allow timely decisions regarding required disclosure.

         There have been no  changes  in the  Company's  internal  control  over
financial  reporting  identified in connection  with the evaluation  required by
Rule 13a-15 that  occurred  during the  Company's  last fiscal  quarter that has
materially  affected or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


                                       15
<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 operations.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
         -----------------------------------------------------------

         The Company did not  repurchase  any of its common stock in the quarter
ended September 30, 2006. Further,  the Company does not have publicly announced
stock repurchase programs outstanding.

Item 3.   Defaults Upon Senior Securities.
          -------------------------------

         None.

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

                  The Annual Meeting of the Stockholders of the Company was held
         on August 10, 2006. The results of the vote were as follows:

         1.       The following individuals were elected as directors,  each for
                  a three-year term:

                                       VOTES FOR       VOTES WITHHELD
                                       ---------       --------------

         Lucien P. Bolduc              4,645,430          238,499

         Myron J. Marek                4,673,481          210,448

         2.       The New England  Bancshares,  Inc. 2006 Equity  Incentive Plan
                  was approved by the stockholders by the following vote:

                                                                BROKER NON-
                      FOR          AGAINST       ABSTAIN           VOTES
                      ---          -------       -------           -----

                   2,997,975       841,082        20,270         1,487,256


         3.       The  appointment  of  Shatswell  & MacLeod & Company,  P.C. as
                  independent  auditors of New England Bancshares,  Inc. for the
                  fiscal  year  ended  March  31,  2007  was   ratified  by  the
                  stockholders by the following vote:

                      FOR               AGAINST          ABSTAIN
                      ---               -------          -------

                    4,264,883            23,489          181,350


                                       16
<PAGE>


Item 5.  Other Information.
         -----------------

         None.

Item 6.  Exhibits.
         --------

         3.1      Articles of Incorporation of New England Bancshares, Inc.
         3.2      Bylaws of New England Bancshares, Inc.
         4.1      Specimen stock certificate of New England Bancshares, Inc.*
         10.1     New England Bancshares, Inc. 2006 Equity Incentive Plan **
         31.1     Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
                   Officer
         31.2     Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
                   Officer
         32.1     Section 1350 Certification of Chief Executive Officer
         32.2     Section 1350 Certification of Chief Financial Officer
         -----------------------------
         *        Incorporated   by  reference   into  this  document  from  the
                  Registration  Statement on Form SB-2 (No. 333-128277) as filed
                  on September 13, 2005.
         **       Incorporated  by reference  into this document from Appendix B
                  to  the  proxy  statement  for  the  2006  annual  meeting  of
                  stockholders.


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                          NEW ENGLAND BANCSHARES, INC.


Dated: November 13, 2006            By: /s/ Scott D. Nogles
       --------------------            -----------------------------------------
                                       Scott D. Nogles
                                       Chief Financial Officer


Dated: November 13, 2006            By: /s/ David J. O'Connor
       --------------------            -----------------------------------------
                                       David J. O'Connor
                                       President and Chief Executive Officer



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