UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 June 30, 2008

                                       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 Identification
incorporation or organization)                                              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)

      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 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 large  accelerated
filer,  an accelerated  filer, a  non-accelerated  filer or a smaller  reporting
company.  (See definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act).

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ]
Smaller Reporting Company [X]

      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 5,990,973 shares of common stock, par value $0.01 per share,
outstanding as of August 11, 2008.

<PAGE>

                          NEW ENGLAND BANCSHARES, INC.
                                  FORM 10-QSB

                                      INDEX

<TABLE>
<CAPTION>
                                                                                    Page
                                                                                    ----
<S>        <C>                                                                      <C>
PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

           Condensed Consolidated Balance Sheets at June 30, 2008 (Unaudited)
           and March 31, 2008 ...................................................     1

           Condensed Consolidated Statements of Income for the
           Three Months Ended June 30, 2008 and 2007 (Unaudited) ................     2

           Condensed Consolidated Statements of Cash Flows for the
           Three Months Ended June 30, 2008 and 2007 (Unaudited) ................     3

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

Item 2.    Management's Discussion and Analysis of Financial Conditions
           and Results of Operations ............................................     9

Item 3.    Quantitative and Qualitative Disclosures About Market Risk ...........    15

Item 4T.   Controls and Procedures ..............................................    16

PART II:   OTHER INFORMATION

Item 1.    Legal Proceedings ....................................................    17

Item 1A    Risk Factors .........................................................    17

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds ..........    17

Item 3.    Defaults Upon Senior Securities ......................................    17

Item 4.    Submission of Matters to a Vote of Security Holders ..................    17

Item 5.    Other Information ....................................................    17

Item 6.    Exhibits .............................................................    18

SIGNATURES ......................................................................    18
</TABLE>

<PAGE>

                          Part I. FINANCIAL INFORMATION

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

                   NEW ENGLAND BANCSHARES, INC. AND SUBSIDIARY
                      Condensed Consolidated Balance Sheets
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                  June 30,     March 31,
                                                                                    2008          2008
                                                                                -----------   -----------
                                                                                (Unaudited)
<S>                                                                             <C>           <C>
ASSETS
------
   Cash and due from banks ..................................................   $    11,684   $     9,115
   Interest-bearing demand deposits with other banks ........................           172           160
   Federal funds sold .......................................................        18,904        21,591
   Money market mutual funds ................................................           510         5,373
                                                                                -----------   -----------
       Total cash and cash equivalents ......................................        31,270        36,239
   Interest-bearing time deposits with other banks ..........................           297           693
   Investments in available-for-sale securities, at fair value ..............        77,468        63,544
   Federal Home Loan Bank stock, at cost ....................................         3,571         3,571
   Loans, net of allowance for loan losses of $4,158 as of June 30, 2008 and
     $4,046 as of March 31, 2008 ............................................       380,577       371,769
   Premises and equipment, net ..............................................         6,536         6,678
   Accrued interest receivable ..............................................         2,369         2,165
   Deferred income taxes, net ...............................................         1,788         1,140
   Cash surrender value of life insurance ...................................         8,935         8,847
   Identifiable intangible assets ...........................................         2,537         2,671
   Goodwill .................................................................        14,701        14,701
   Other assets .............................................................         7,429         6,161
                                                                                -----------   -----------
       Total assets .........................................................   $   537,478   $   518,179
                                                                                ===========   ===========

   LIABILITIES AND STOCKHOLDERS' EQUITY
   ------------------------------------
   Deposits:
     Noninterest-bearing ....................................................   $    41,816   $    40,347
     Interest-bearing .......................................................       349,782       329,965
                                                                                -----------   -----------
       Total deposits .......................................................       391,598       370,312
   Advanced payments by borrowers for taxes and insurance ...................         1,685           909
   Federal Home Loan Bank advances ..........................................        61,152        61,928
   Subordinated debentures ..................................................         3,895         3,893
   Securities sold under agreements to repurchase ...........................         8,587         8,555
   Other liabilities ........................................................         3,233         3,845
                                                                                -----------   -----------
       Total liabilities ....................................................       470,150       449,442
                                                                                -----------   -----------

   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;
       6,441,072 issued and outstanding at June 30, 2008 and 6,420,891 shares
       issued and outstanding at March 31, 2008 .............................            64            64
     Paid-in capital ........................................................        56,349        56,412
     Retained earnings ......................................................        19,324        19,055
     Unearned ESOP shares, 283,183 shares at June 30, 2008 and
       March 31, 2008 .......................................................        (2,428)       (2,428)
     Treasury stock, 435,099 shares at June 30, 2008 and 322,399 shares at
       March 31, 2008 .......................................................        (4,777)       (3,772)
     Unearned shares, stock-based plans, 67,898 shares at June 30, 2008 and
       March 31, 2008 .......................................................          (761)         (796)
     Accumulated other comprehensive (loss) income ..........................          (443)          202
                                                                                -----------   -----------
       Total stockholders' equity ...........................................        67,328        68,737
                                                                                -----------   -----------
       Total liabilities and stockholders' equity ...........................   $   537,478   $   518,179
                                                                                ===========   ===========
</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
                                                                                         June 30,
                                                                                -------------------------
                                                                                    2008          2007
                                                                                -----------   -----------
<S>                                                                             <C>           <C>
Interest and dividend income:
   Interest on loans ........................................................   $     6,102   $     3,266
   Interest and dividends on securities:
     Taxable ................................................................           743           568
     Tax-exempt .............................................................           169            82
   Interest on federal funds sold, interest-bearing deposits and dividends on
     money market mutual funds ..............................................           175           256
                                                                                -----------   -----------
     Total interest and dividend income .....................................         7,189         4,172
                                                                                -----------   -----------

Interest expense:
   Interest on deposits .....................................................         2,524         1,281
   Interest on advanced payments by borrowers for taxes and insurance .......             4             3
   Interest on Federal Home Loan Bank advances ..............................           679           378
   Interest on subordinated debentures ......................................            68            --
   Interest on securities sold under agreements to repurchase ...............            37           118
                                                                                -----------   -----------
     Total interest expense .................................................         3,312         1,780
                                                                                -----------   -----------
     Net interest and dividend income .......................................         3,877         2,392
Provision for loan losses ...................................................           148            62
                                                                                -----------   -----------
     Net interest and dividend income after provision for loan losses .......         3,729         2,330
                                                                                -----------   -----------

Noninterest income:
   Service charges on deposit accounts ......................................           269           130
   Gain (loss) on securities, net ...........................................             8          (225)
   Gain on sale of loans ....................................................            12            --
   Increase in cash surrender value of life insurance policies ..............            84            36
   Other income .............................................................            94            29
                                                                                -----------   -----------
     Total noninterest income (charges) .....................................           467           (30)
                                                                                -----------   -----------
Noninterest expense:
   Salaries and employee benefits ...........................................         1,915         1,217
   Occupancy and equipment expense ..........................................           712           417
   Advertising and promotion ................................................            93            17
   Professional fees ........................................................           124            81
   Data processing expense ..................................................           109            90
   Stationery and supplies ..................................................            36            22
   Amortization of identifiable intangible assets ...........................           134            22
   Other expense ............................................................           421           237
                                                                                -----------   -----------
     Total noninterest expense ..............................................         3,544         2,103
                                                                                -----------   -----------
     Income before income taxes .............................................           652           197
Income taxes ................................................................           200           148
                                                                                -----------   -----------
     Net income .............................................................   $       452   $        49
                                                                                ===========   ===========

  Earnings per share:
        Basic ...............................................................   $      0.08   $      0.01
        Diluted .............................................................   $      0.08   $      0.01
  Dividends per share .......................................................   $      0.03   $      0.03
</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>
                                                                                             Three Months Ended
                                                                                                  June 30,
                                                                                               2008       2007
                                                                                            ---------   --------
<S>                                                                                         <C>         <C>
Cash flows from operating activities:
   Net income ...........................................................................   $     452   $     49
   Adjustments to reconcile net income to net cash provided by operating activities:
      Net amortization of fair value adjustments ........................................           5          2
      (Accretion) amortization of securities, net .......................................         (13)        (1)
      (Gain) loss on sales and calls of investments, net ................................          (8)       225
      Provision for loan losses .........................................................         148         62
      Gain on sale of loans, net ........................................................         (12)        --
      Change in deferred loan origination costs, net ....................................         (55)      (102)
      Depreciation and amortization .....................................................         221        126
      Increase in accrued interest receivable ...........................................        (201)       (25)
      Deferred income tax (benefit) expense .............................................        (236)        45
      Increase in cash surrender value of life insurance policies .......................         (83)       (36)
      (Increase) decrease in prepaid expenses and other assets ..........................      (1,990)       132
      Amortization of identifiable intangible assets ....................................         134         22
      Increase in accrued expenses and other liabilities ................................          41        101
      Compensation cost for stock option plan ...........................................          32         56
      Compensation cost for stock-based incentive plan ..................................          35         59
                                                                                            ---------   --------

   Net cash (used in) provided by operating activities ..................................      (1,530)       715
                                                                                            ---------   --------

Cash flows from investing activities:
      Purchases of available-for-sale securities ........................................     (19,534)    (4,809)
      Proceeds from sales of available-for-sale securities ..............................         709      6,735
      Proceeds from maturities of available-for-sale securities .........................       3,923      1,425
      Purchases of Federal Home Loan Bank stock .........................................          --        (98)
      Loan originations and principal collections, net ..................................     (11,925)    (1,580)
      Purchases of loans ................................................................          --       (959)
      Loans sold ........................................................................       3,039      1,800
      Proceeds from maturities of interest bearing time deposits with other banks .......         396        296
      Investments in life insurance policies ............................................          (5)        (5)
      Receipt of cash surrender value of life insurance policy ..........................          --         30
      Capital expenditures - premises and equipment .....................................         (71)       (54)
                                                                                            ---------   --------

      Net cash (used in) provided by investing activities ...............................     (23,468)     2,781
                                                                                            ---------   --------
</TABLE>

                                        3

<PAGE>

                   NEW ENGLAND BANCSHARES, INC. AND SUBSIDIARY
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (In thousands)
                                   (continued)

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  June 30,
                                                                                               2008       2007
                                                                                            ---------   --------
<S>                                                                                         <C>         <C>
Cash flows from financing activities:
   Net increase in demand, NOW, MMDA and savings accounts ...............................       7,459        320
   Net increase in time deposits ........................................................      13,827      2,891
   Net increase in advanced payments by borrowers for taxes and insurance ...............         776        604
   Principal payments on Federal Home Loan Bank long-term advances ......................        (782)      (653)
   Net increase (decrease) in securities sold under agreement to repurchase .............          32      4,966
   Purchase of treasury stock ...........................................................      (1,240)        --
   Exercise of stock options ............................................................         140         40
   Payments of cash dividends on common stock ...........................................        (183)      (149)
                                                                                            ---------   --------

Net cash provided by financing activities ...............................................      20,029      8,019
                                                                                            ---------   --------

Net (decrease) increase in cash and cash equivalents ....................................      (4,969)    11,515
Cash and cash equivalents at beginning of period ........................................      36,239     18,640
                                                                                            ---------
Cash and cash equivalents at end of period ..............................................   $  31,270   $ 30,155
                                                                                            =========   ========

Supplemental disclosures:
   Interest paid ........................................................................   $   3,371   $  1,198
   Income taxes paid ....................................................................         312        175
   Decrease in due to broker ............................................................         653         --
   Decrease in due from broker ..........................................................         714         --
</TABLE>

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

                                        4

<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. The
principal  assets of the  Company  are its  investments  in Enfield  Federal and
Valley Bank. 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.

      On July 12, 2007 the Company acquired First Valley Bancorp, Inc., Bristol,
Connecticut.  First  Valley  Bancorp  was the holding  company for Valley  Bank,
Bristol, Connecticut. Under the terms of the transaction,  shareholders of First
Valley Bancorp  received 0.8907 shares of Company common stock and $9.00 in cash
for each share of First  Valley  Bancorp  common  stock for a total of 1,068,625
shares and $10.8 million.  In addition,  the Company  incurred cash payments for
deal  expenses,  payout of stock  options and employee  expenses  totaling  $2.4
million, creating $13.6 million of goodwill, none of which is deductible for tax
purposes.

      Enfield   Federal   Savings  and  Loan   Association.   The   Association,
incorporated in 1916, is a federally chartered savings association headquartered
in Enfield,  Connecticut. 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. At June
30, 2008, the Association operated from eight locations in Connecticut.

      Valley  Bank.  Valley  Bank  is a state  chartered  commercial  bank  that
commenced  operations on November 15, 1999.  The Bank is engaged  principally in
the business of attracting  deposits from the general public and investing those
deposits in small business,  commercial real estate, residential real estate and
consumer  loans.  At June 30, 2008,  the Bank  operated  from four  locations in
Connecticut.

                                        5

<PAGE>

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  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, 2009 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-K for the year
ended March 31, 2008.

      The condensed  consolidated balance sheet as of March 31, 2008 was derived
from the audited financial statements of 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.  The  Company had 123,563  anti-dilutive  shares for the
three months ended June 30, 2008 and 15,000  anti-dilutive  shares for the three
months  ended  June 30,  2007.  Anti-dilutive  shares  are  stock  options  with
weighted-average  exercise prices in excess of the weighted-average market value
for the  same  period.  Unallocated  common  shares  held  by the  Association's
employee stock ownership plan are not included in the weighted-average number of
common shares  outstanding  for purposes of  calculating  both basic and diluted
EPS.

                                            Quarter Ended
                                              June 30,
                                         -------------------
(In thousands, except per share data)      2008       2007
                                         --------   --------
Net income                                $  452     $   49
Weighted average common shares
  outstanding for computation of basic
  EPS                                      5,708      4,935
Effect of dilutive stock options and
  stock awards                               124        196
                                          ------     ------
Weighted average common shares for
  computation of diluted EPS               5,832      5,131
                                          ------     ======
Earnings per share:
  Basic                                   $ 0.08     $ 0.01
  Diluted                                 $ 0.08     $ 0.01
--------------------------------------------------------------------------------

                                        6

<PAGE>

NOTE 4 - Recent Accounting Pronouncements

      In February 2006, the Financial Accounting Standards Board (FASB) issued
SFAS No. 155, "Accounting for Certain Hybrid Instruments" (SFAS 155), which
permits, but does not require, fair value accounting for any hybrid financial
instrument that contains an embedded derivative that would otherwise require
bifurcation in accordance with SFAS 133. The statement also subjects beneficial
interests issued by securitization vehicles to the requirements of SFAS No. 133.
The statement is effective as of April 1, 2007. The adoption of SFAS 155 did not
have a material impact on the Company's financial condition and results of
operations.

      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). 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 adoption of this statement did not have
a material impact on its financial condition, results of operations or cash
flows.

      In June 2006 the FASB issued Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement 109" ("FIN
48"). FIN 48 prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken, or
expected to be taken, in a tax return and provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006. The adoption of FIN 48 did not have a material impact on the
Company's financial statements.

      In September 2006, the FASB ratified the consensus reached by the Emerging
Issues Task Force ("EITF") on Issue No. 06-4 "Accounting for Deferred
Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life
Insurance Arrangements," ("EITF 06-4"). EITF 06-4 requires companies with an
endorsement split-dollar life insurance arrangement to recognize a liability for
future postretirement benefits. The effective date is for fiscal years beginning
after December 15, 2007, with earlier application permitted. Companies should
recognize the effects of applying this issue through either (a) a change in
accounting principle through a cumulative effect adjustment to retained earnings
or (b) a change in accounting principle through retrospective application to all
periods. The Company's adoption of this issue is not expected to have a material
impact on its financial position, results of operations or cash flows.

      In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
(SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring
fair value under generally accepted accounting principles (GAAP) and enhances
disclosures about fair value measurements. SFAS 157 retains the exchange price
notion and clarifies that the exchange price is the price that would be received
for an asset or paid to transfer a liability (an exit price) in an orderly
transaction between market participants on the measurement date. SFAS 157 is
effective for the Company's consolidated financial statements for the year
beginning on April 1, 2008, with

                                        7

<PAGE>

earlier adoption permitted. The Company does not expect the adoption of this
statement to have a material impact on its financial condition and results of
operations.

      In February 2007, the FASB issued SFAS No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities including an amendment of FASB
Statement No. 115" (SFAS 159). SFAS 159 permits entities to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This statement also establishes presentation and disclosure
requirements designed to facilitate comparisons between entities that choose
different measurement attributes for similar types of assets and liabilities.
The new standard is effective at the beginning of the Company's fiscal year
beginning April 1, 2009, and early adoption may be elected in certain
circumstances. The adoption of this statement is not expected to have a
significant impact on the Company's financial position, results of operations or
cash flow.

      In December 2007, the FASB issued SFAS No. 141 (Revised 2008), "Business
Combinations" (SFAS 141(R)). SFAS 141(R) will significantly change the
accounting for business combinations. Under SFAS 141(R), an acquiring entity
will be required to recognize all the assets acquired and liabilities assumed in
a transaction at the acquisition-date fair value with limited exceptions. It
also amends the accounting treatment for certain specific items including
acquisition costs and non controlling minority interests and includes a
substantial number of new disclosure requirements. SFAS 141(R) applies
prospectively to business combinations for which the acquisition date is on or
after January 1, 2009. The Company does not expect the adoption of this
statement to have a material impact on its financial condition and results of
operations.

      In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities-an amendment of FASB Statement No. 133" (SFAS
161). SFAS 161 changes the disclosure requirements for derivative instruments
and hedging activities. Entities are required to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity's financial position, financial performance, and
cash flows. The guidance in SFAS 161 is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008,
with early application encouraged. This statement encourages, but does not
require, comparative disclosures for earlier periods at initial adoption. The
Company does not expect the adoption of this statement to have a material impact
on its financial condition and results of operations.

NOTE 5 - Stock-Based Incentive Plan

      At June 30, 2008, 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  required  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 began after December 15,
2005. For the three months ended June 30, 2008 and 2007,  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. The compensation cost that has been

                                        8

<PAGE>

charged  against income in the three months ended June 30, 2008 and 2007 for the
granting of stock options under the plans was $32,000 and $56,000, respectively.
During the three  months  ended June 30,  2008,  the  Company  did not grant any
options.

      The  compensation  cost  that  has been  charged  against  income  for the
granting of  restricted  stock  awards under the plan for the three months ended
June 30, 2008 and 2007 was $35,000 and $59,000, respectively.

NOTE 6 - Fair Value Measurement Disclosures

      The  following  table  presents the fair value  disclosures  of assets and
liabilities in accordance  with SFAS 157, "Fair Value  Measurements"  (SFAS 157)
which became effective for the Company's  consolidated  financial  statements on
April 1, 2008:

<TABLE>
<CAPTION>
                                     Fair Value Measurements at Reporting Date Using
                                     -----------------------------------------------
                                     Quoted Prices
                                       In Active      Significant
                                      Markets for         Other        Significant
                                       Identical       Observable     Unobservable
                                         Assets          Inputs          Inputs
Description          June 30, 2008     (Level 1)        (Level 2)       (Level 3)
-----------          -------------   -------------   --------------   ------------
                                                     (In Thousands)
<S>                  <C>             <C>             <C>              <C>
Available-for-sale
   Securities           $ 77,468         $ 3,468         $ 74,000         $ --
</TABLE>

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 months ended June 30, 2008 and 2007,
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 subsidiaries  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, accounting principles

                                        9

<PAGE>

and  guidelines,  and our  ability  to  recognize  enhancements  related  to our
acquisition within expected time frames. 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  materially  affect the
Company's  financial results, is included in the Company's Annual Report on Form
10-K for the year ended March 31, 2008,  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 June 30, 2008 and March 31, 2008

Assets

      Total assets were $537.5  million at June 30,  2008,  an increase of $19.3
million  compared to $518.2  million at March 31,  2008.  The  increase in total
assets was  primarily  due to a $13.9  million  increase  in  available-for-sale
investments,  an $8.8 million  increase in net loans and a $1.3 million increase
in other assets,  partially  offset by a $5.0 million  decrease in cash and cash
equivalents.  At June 30,  2008,  commercial  real estate and  commercial  loans
accounted for 51.5% of the total loan portfolio.

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 and composition 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,  regulators as an integral part of its examination
process,  periodically  review the  Company's  allowance for loan losses and may
require the Company to provide  additions to the allowance  based upon judgments
different from management.

                                       10

<PAGE>

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

                                      June 30, 2008   March 31, 2008
                                      -------------   --------------
                                          (Dollars in thousands)
      Allowance for loan losses          $  4,158        $  4,046
      Gross loans outstanding             384,903         376,038
      Nonaccrual loans                      1,406           1,167
      Allowance/Loans outstanding            1.08%           1.08%
      Allowance/Nonperforming loans        295.73%         346.70%

      The  $1.4  million  balance  of  nonaccrual  loans  at June  30,  2008 was
comprised  of eleven loans - six  residential  real estate  loans,  two consumer
loans, two commercial loans and one construction loan. The nine nonaccrual loans
at March 31, 2008 were six residential real estate loans, one construction loan,
one consumer loan and one commercial loan.

Past due and Nonperforming Loans

      The following table sets forth information regarding past due loans:

                                      June 30, 2008   March 31, 2008
                                      -------------   --------------
                                             (In thousands)

Past due 30 days through 89 days          $4,654          $1,486
Past due 90 days or more                   1,017             455

      The $4.7 million balance of loans 30 days through 89 days past due at June
30, 2008 was comprised of 27 loans and the $1.0 million balance of loans 90 days
or more past due at June 30, 2008 was  comprised  of 8 loans.  The $1.5  million
balance  of loans  30 days  through  89 days  past  due at  March  31,  2008 was
comprised of 20 loans and the $455,000 balance of loans 90 days or more past due
at March 31, 2008 was comprised of 2 loans.

Liabilities

      Total  liabilities  were $470.2  million at June 30, 2008,  an increase of
$20.7  million  compared to $449.4  million at March 31,  2008.  The increase in
total  liabilities  was caused  primarily by a $21.3  million  increase in total
deposits,  partially offset by a $776,000 decrease in FHLB advances. At June 30,
2008,  deposits are comprised of savings accounts totaling $56.8 million,  money
market deposit accounts totaling $65.7 million, demand and NOW accounts totaling
$54.5 million, and certificates of deposits totaling $214.6 million. 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.

Stockholders' Equity

      Total stockholders' equity decreased $1.4 million to $67.3 million at June
30, 2008 from $68.7 million at March 31, 2008. The decrease was primarily caused
by $1.2  million  of  treasury  stock  purchases,  a  $645,000  increase  in the
accumulated other comprehensive loss, dividends

                                       11

<PAGE>

declared of $183,000, partially offset by net income of $452,000 and $202,000 of
stock options exercised.

Comparison  of  Operating  Results for the Three  Months Ended June 30, 2008 and
2007

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  and
promotion, data processing, professional fees and other operating expense.

Net Income

      For the three months ended June 30, 2008, the Company  reported net income
of $452,000,  an increase of $403,000 compared to the year ago period. Basic and
diluted  earnings per share for the quarter ended June 30, 2008 were each $0.08,
compared to $0.01 for the  quarter  ended June 30,  2007.  During the prior year
quarter,  the  Company  sold $6.7  million of  securities,  recording  a loss of
$225,000  ($199,000 on an after-tax basis), as it restructured its balance sheet
to provide a better yield on investments.

Net Interest and Dividend Income

      Net interest and dividend  income for the three months ended June 30, 2008
totaled $3.9 million  compared to $2.4 million for the same period in 2007. This
represented  an increase of $1.5 million or 62.1%.  The increase for the quarter
was primarily due to an increase in average  interest  earning  assets of $205.8
million  and a 20 basis  point  decrease  in the rate paid on  average  interest
earning  liabilities,  partially  offset by a $197.4 million increase in average
interest  bearing  liabilities  and a 12 basis  point  decrease  in the yield on
average  interest  bearing assets.  The changes of the yield on average interest
earning assets and the rate paid on average interest bearing  liabilities caused
the Company's  interest rate spread to increase from 2.86% for the quarter ended
June 30, 2007 to 2.94% for the quarter  ended June 30, 2008.  The  Company's net
interest  margin for the quarter ended June 30, 2008 was 3.39% compared to 3.60%
in the year earlier period.

      Interest and dividend income amounted to $7.2 million and $4.2 million for
the  three  months  ended  June  30,  2008  and  2007,   respectively.   Average
interest-earning assets were $476.8 million for the quarter ended June 30, 2008,
an  increase of $205.8  million,  or 75.9%,  compared to $271.0  million for the
quarter  ended June 30, 2007.  The increase in average  interest-earning  assets
resulted primarily from the acquisition of First Valley Bancorp and asset growth
of the consolidated entity. The yield earned on average  interest-earning assets
decreased  to 6.12% for the three  months ended June 30, 2008 from 6.24% for the
three months ended June 30, 2007,  due  primarily to the lower yields on federal
funds sold and FHLB stock.

                                       12

<PAGE>

      Interest  expense for the quarter  was $3.3  million,  an increase of $1.5
million, or 86.1%, from the $1.8 million reported in the same quarter last year.
Average  interest-bearing  liabilities  grew $197.4  million  during the quarter
ended June 30, 2008 from $211.3 million to $408.7  million  primarily due to the
acquisition  of First  Valley  Bancorp  and deposit  growth of the  consolidated
entity. The average rate paid on interest-bearing liabilities decreased to 3.18%
for the  quarter  ended June 30,  2008 from 3.38% for the year ago  period,  due
primarily  to the  decrease  in  rates  paid  on  certificates  of  deposit  and
securities  sold  under  agreements  to  repurchase.  The  average  rate paid on
certificates of deposit decreased from 4.25% for the quarter ended June 30, 2007
to 3.99% for the current year quarter as rates have  decreased  for this type of
deposit.

Provision for Loan Losses

      The  provision  for loan losses for the  quarters  ended June 30, 2008 and
2007 was $148,000 and $62,000,  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 quarter  ended June 30,  2008,  noninterest  income was  $467,000,
compared to  noninterest  charges of $30,000 in the same quarter a year ago. The
increase in  noninterest  income was primarily due to an increase of $139,000 in
service  charges on deposit  accounts,  primarily due to the inclusion of Valley
Bank,  $12,000 of gain on sale of loans,  a $48,000  increase in cash  surrender
value of life  insurance  policies and a $65,000  increase in other income.  The
increase  in  other  income  was due to  investment  services  income  from  the
Company's new subsidiary, Valley Bank.

Noninterest Expense

      Noninterest  expense for the quarter ended June 30, 2008 was $3.5 million,
an increase of $1.4  million,  or 68.5%,  from $2.1 million in the quarter ended
June 30, 2007. Salaries and employee benefits increased $698,000,  occupancy and
equipment  expenses  increased  $295,000,  professional fees increased  $43,000,
amortization  of identifiable  intangible  assets  increased  $112,000 and other
noninterest  expense increased  $184,000,  all of which was due primarily to the
acquisition of First Valley Bancorp.

Provision for Income Taxes

      The income tax provision for the quarter ended June 30, 2008 was $200,000,
compared to $148,000 for the quarter ended June 30, 2007. The effective tax rate
was 30.7% and 75.1% for the quarters ended June 30, 2008 and 2007, respectively.
For the quarter  ended June 30, 2007,  the  $225,000  loss on sale of the mutual
funds is considered a capital loss and can only be offset by capital gains.  The
Company was able to offset  $68,000 of the loss from a capital  gain  previously
recorded;  however,  the  Company  is not able to  record a tax  benefit  on the
remaining  $154,000  capital loss. The $154,000 is allowed to be carried forward
to offset future capital gains, if any.

Liquidity and Capital Resources

      The term  liquidity  refers to the ability of the Company to meet  current
and  future  short-term  financial  obligations.  The  Company  further  defines
liquidity  as the  ability  to  generate  adequate  amounts of cash to fund loan
originations, deposit withdrawals and operating expenses.

                                       13

<PAGE>

Liquidity  management  is  both a  daily  and  long-term  function  of  business
management. The Association's and Valley Bank'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  and Valley Bank can borrow  funds from the  Federal  Home Loan Bank
based on eligible collateral of loans and securities. The Association and Valley
Bank had Federal Home Loan Bank  borrowings as of June 30, 2008 of $61.2 million
with unused borrowing capacity of $35.5 million.

      The Company's  primary  investing  activities are the origination of loans
and the purchase of mortgage and investment securities.  During the three months
ended June 30, 2008 and 2007,  the Company  originated  loans,  net of principal
paydowns  of  approximately  $11.9  million  and  $1.6  million,   respectively.
Purchases of  investment  securities  totaled $19.5 million and $4.8 million for
the three months ended June 30, 2008 and 2007, 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 $391.6 million at June 30,
2008, a $21.3  million  increase  from the $370.3  million  balance at March 31,
2008.

      At June 30, 2008,  the Company had  outstanding  commitments  to originate
$6.9 million of loans,  and available home equity and unadvanced lines of credit
and construction loans of approximately $40.5 million. In addition,  the Company
had $2.3 million of commercial letters of credit.  Management of the Association
and Valley  Bank  anticipate  that they will have  sufficient  funds to meet its
current loan commitments.  Retail certificates of deposit scheduled to mature in
one year or less at June 30,  2008  totaled  $162.0  million,  or 41.4% of total
deposits.  The  Company  relies  on  competitive  rates,  customer  service  and
long-standing  relationships  with  customers to retain  deposits.  Based on the
Company'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 Company.

      Enfield Federal Savings was "well capitalized" under regulatory guidelines
at June  30,  2008  and  exceeded  each  of the  applicable  regulatory  capital
requirements  at such date. The table below  presents the capital  required as a
percentage of total and risk weighted  assets and the  percentage  and the total
amount of capital maintained at June 30, 2008.

(dollars in thousands)

                               Required    Enfield Federal
                               --------   ------------------
Tier 1 Capital                    4%      $ 23,560     7.98%
Total Risk-Based Capital          8%      $ 25,670    12.86%
Tier 1 Risk-Based Capital         4%      $ 23,560    11.80%

                                       14

<PAGE>

      Valley Bank was "well capitalized" under regulatory guidelines at June 30,
2008 and exceeded each of the applicable regulatory capital requirements at such
date. The table below presents the capital required as a percentage of total and
risk  weighted  assets  and the  percentage  and the  total  amount  of  capital
maintained at June 30, 2008.

(dollars in thousands)

                               Required      Valley Bank
                               --------   ------------------
 Tier 1 Capital                       4%  $ 24,687    11.25%
 Total Risk-Based Capital             8%  $ 26,734    14.21%
 Tier 1 Risk-Based Capital            4%  $ 24,687    13.12%

      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,
Enfield Federal Savings' or Valley Bank'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,  Enfield
Federal Savings' or Valley Bank's liquidity, capital or operations.

Off-Balance Sheet Arrangements

      In addition to the normal course of operations, the Association and Valley
Bank engage 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 three  months  ended June 30, 2008,  neither  Enfield  Federal nor
Valley Bank engaged in off-balance sheet transactions  reasonably likely to have
a material  effect on our  financial  condition,  results of  operations or cash
flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
        -----------------------------------------------------------

Interest Rate Risk Management

      The Association and Bank manage the interest rate sensitivity of their
interest-bearing liabilities and interest-earning assets in an effort to
minimize the adverse effects of changes in the interest rate environment.
Deposit accounts typically react more quickly to changes in market interest
rates than mortgage loans because of the shorter maturities of deposits. As a
result, sharp increases in interest rates may adversely affect their earnings
while decreases in interest rates may beneficially affect their earnings. To
reduce the potential volatility of their earnings, the Association and Bank have
sought to improve the match between asset and liability maturities and rates,
while maintaining an acceptable interest rate spread. Also, they attempt to
manage their interest rate risk through: their investment portfolio, an
increased focus on commercial and multi-family and commercial real estate
lending, which emphasizes the origination of shorter-term adjustable-rate loans;
and efforts to originate adjustable-rate residential mortgage loans. In
addition, the Association has commenced a program of selling long term,
fixed-rate one- to four-family residential loans in the secondary market. The
Association and the Bank currently do not participate in hedging programs,
interest rate swaps or other activities involving the use of off-balance sheet
derivative financial instruments.

                                       15

<PAGE>

      The Association and Bank have Asset/Liability Committees, which includes
members of both the board of directors and management, to communicate,
coordinate and control all aspects involving asset/liability management. The
committees establishes and monitors the volume, maturities, pricing and mix of
assets and funding sources with the objective of managing assets and funding
sources to provide results that are consistent with liquidity, growth, risk
limits and profitability goals.

Net Interest Income Simulation Analysis

      The Association and Bank analyze their interest rate sensitivity position
to manage the risk associated with interest rate movements through the use of
interest income simulation. The matching of assets and liabilities may be
analyzed by examining the extent to which such assets and liabilities are
"interest sensitive." An asset or liability is said to be interest rate
sensitive within a specific time period if it will mature or reprice within that
time period.

      The Association's and Bank's goal is to manage asset and liability
positions to moderate the effects of interest rate fluctuations on net interest
income. Interest income simulations are completed quarterly and presented to the
Asset/Liability Committees. The simulations provide an estimate of the impact of
changes in interest rates on net interest income under a range of assumptions.
The numerous assumptions used in the simulation processes are reviewed by the
Asset/Liability Committees on a quarterly basis. Changes to these assumptions
can significantly affect the results of the simulation. The simulations
incorporate assumptions regarding the potential timing in the repricing of
certain assets and liabilities when market rates change and the changes in
spreads between different market rates. The simulation analyses incorporate
managements' current assessment of the risk that pricing margins will change
adversely over time due to competition or other factors.

      The simulation analyses are only an estimate of the Association's and
Bank's interest rate risk exposure at a particular point in time. They
continually review the potential effect changes in interest rates could have on
the repayment of rate sensitive assets and funding requirements of rate
sensitive liabilities.

Item 4T. 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.

                                       16

<PAGE>

      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.

                           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 1A. Risk Factors.
         ------------

      Risk factors that may affect future results were discussed in the
Company's 2008 Annual Report on Form 10-K. The Company's evaluation of its risk
factors has not changed materially since March 31, 2008.

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

      The Company repurchased 112,700 shares of its common stock in the quarter
ended June 30, 2008 as follows:

                                                                   Average
For the three months ended             Total shares                price paid
June 30, 2008                          repurchased                 per share
--------------------------------------------------------------------------------

April                                          --                  $    --
May                                       102,700                    11.03
June                                       10,000                    10.70
--------------------------------------------------------------------------------
Total                                     112,700                  $ 11.00
--------------------------------------------------------------------------------

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

        None.

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

        None.

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

        None.

                                       17

<PAGE>

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

      3.1    Articles of Incorporation of New England Bancshares, Inc. (1)

      3.2    Bylaws of New England Bancshares, Inc. (2)

      4.1    Specimen stock certificate of New England Bancshares, Inc.(2)

      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

      ----------
      (1)   Incorporated by reference into this document from the Registration
            Statement on Form SB-2 (No. 333-128277) as filed on September 13,
            2005.

      (2)   Incorporated by reference into this document from Exhibit 3.1 to the
            Form 8-K as filed with the Securities and Exchange Commission on
            October 11, 2007.

                                   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: August 13, 2008         By:/s/ Scott D. Nogles
       --------------------      -----------------------------------------------
                                  Scott D. Nogles
                                  Chief Financial Officer

Dated: August 13, 2008         By:/s/ David J. O'Connor
       --------------------      -----------------------------------------------
                                  David J. O'Connor
                                  Chief Executive Officer

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