U.S. SECURITIES AND EXCHANGE COMMISSION 
 
                           WASHINGTON, D.C. 20549 
 
                                Form 10-QSB/A
 
          [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
                THE SECURITIES EXCHANGE ACT OF 1934 
 
                For quarterly period ended June 30, 1997 
 
          [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
                THE SECURITIES EXCHANGE ACT OF 1934 
 
                For the transition period from           to
                                               ---------    --------
 
                         Commission File No. 0-11184 
 
                        NORTH EAST INSURANCE COMPANY 
         (Name of small business issuer as specified in its charter) 
 
             Maine                                 01-0278387 
(State or other Jurisdiction of                 (I.R.S. employer 
incorporation or organization)               identification number) 
 
                  482 Payne Road, Scarborough, Maine 04074 
                 ( Address of principal executive offices ) 
 
                               (207) 883-2232 
                         (Issuer's telephone number) 
 
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 issuer was required to file such reports), and 
(2) has been subject to such filing requirements for the past 90 days.
          Yes [ X ]   No [   ] 
 
As of August 13, 1997 there were 3,046,842 outstanding shares of Common 
Stock, $1.00 par value, the only authorized class of the issuer. 
 
Transitional Small Business Disclosure Format: Yes [   ]  No [ X ] 
 
<PAGE> 1
 

                           PART II - OTHER INFORMATION


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

The Annual Meeting of Shareholders was held on June 10, 1997. The following
matters were voted on by shareholders, and received the votes indicated. 
 
         1.  The shareholders did not approve a proposed amendment to the
             Articles of Incorporation which provides for a staggered Board
             of Directors.  The vote was as follows:

<TABLE>
<CAPTION>
                                                    Broker 
                      For      Against   Abstain   Non-Votes
                      ---      -------   -------   ---------

            <S>     <C>       <C>         <C>       <C>
            TOTAL   993,970   1,169,100   11,350    514,029 

</TABLE>

          2. The shareholders elected the following individuals to the Board
             of Directors: 

<TABLE>
<CAPTION>
                                                       Broker 
                         For      Against   Abstain   Non-Votes
                         ---      -------   -------   ---------

<S>                   <C>          <C>        <C>        <C>
Edward B. Batal       2,681,749    6,700      0          0 
Wilson G. Hess        2,683,949    4,500      0          0 
Robert G. Schatz      2,684,449    4,000      0          0 
Robert A. Hancock     2,684,449    4,000      0          0 
Deborah L. Harmon     2,684,449    4,000      0          0 
Bruce H. Suter        2,683,949    4,500      0          0 
Terence P. Cummings   2,683,949    4,500      0          0 
Joseph M. Hochadel    2,683,949    4,500      0          0 
Jonathan S. Kern      2,684,449    4,000      0          0 

</TABLE>

         3. The shareholders ratified the appointment of Coopers & Lybrand
            L.L.P. as independent accountants to the Company for the year 
            ending December 31, 1997, as follows:


<TABLE>
<CAPTION>

                                                    Broker 
                       For     Against   Abstain   Non-Votes
                       ---     -------   -------   ---------

            <S>     <C>         <C>      <C>           <C>
            TOTAL   2,666,049   11,500   10,900        0 

</TABLE>
 
         4. The shareholders approved the proposed Stock Option Plan:
 
<TABLE>
<CAPTION>
                                                     Broker 
                      For       Against   Abstain   Non-Votes
                      ---       -------   -------   ---------

            <S>     <C>         <C>       <C>        <C>
            TOTAL   1,566,070   121,075   20,150     981,154 

</TABLE>

 
                                 SIGNATURE 
 
In accordance with the requirements of the Exchange Act, the Registrant 
caused this amendment to be signed on its behalf by the undersigned, 
thereunto duly authorized. 
 
                                       North East Insurance Company 
 
Date:   August 28, 1997                By   /S/Graham S. Payne
                                            ------------------
                                            Graham S. Payne 
                                            Treasurer and Chief Financial 
                                            Officer