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

                                    FORM 10-K

[X]  Annual Report pursuant to Section 13 or 15 (d) of the Securities and
     Exchange Act of 1934 for the fiscal year ended December 31, 2005.

[ ]  Transition Report pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934 for the transition period from _________ to ________.

                            Commission File # 0-32605

                               NEFFS BANCORP, INC.
             (Exact name of registrant as specified in its charter)

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<S>                                              <C>
          Pennsylvania                                      23-2400383
(State or other jurisdiction of                  (I.R.S. Employer Identification
  incorporation or organization)                             Number)
</TABLE>

                5629 Route 873, P.O. Box 10, Neffs, PA 18065-0010
                    (Address of principal executive offices)

         Registrant's telephone number including area code: 610-767-3875

        Securities registered under Section 12 (b) of the Exchange Act:
                                      None

         Securities registered under Section 12 (g) of the Exchange Act:
                          Common Stock, $1.00 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.                        Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section13 or Section 15(d) of the Act.                Yes [ ] No [X]

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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 if disclosure filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
One)
Large accelerated filer [ ]    Accelerated filer [ ]   Non-accelerated filer [X]

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

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The aggregate market value of voting stock held by non-affiliates of the
registrant is $39,463,680 as of June 30, 2005.

The aggregate market value of voting stock held by non-affiliates of the
registrant is $40,369,698 as of December 31, 2005.

The number of shares of the Issuer's common stock, par value is $1.00 per share,
outstanding as of December 31, 2005 was 197,941.

DOCUMENTS INCORPORATED BY REFERENCE:

Part II incorporates certain information by reference from the registrant's
Annual Report to Stockholders for the fiscal year ended December 31, 2005 (the
"Annual Report"). Part III incorporates certain information by reference from
the registrant's Proxy Statement for the Annual Meeting of Stockholders.

(1) The aggregate dollar amount of the voting stock set forth equals the number
of shares of the registrant's Common Stock outstanding, reduced by the amount of
Common Stock held by executive officers, directors, and stockholders owning in
excess of 10% of the registrant's Common Stock, multiplied by the last sale
price for the registrant's Common Stock on December 31, 2005. The information
provided shall in no way be construed as an admission that the officers,
directors, or 10% stockholders in the registrant may be deemed an affiliate of
the registrant or that such person is the beneficial owner of the shares
reported as being held by him and any such inference is hereby disclaimed. The
information provided herein is included solely for the record keeping purpose of
the Securities and Exchange Commission.

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                               NEFFS BANCORP, INC.
                          FORM 10-K TABLES OF CONTENTS

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Part I.

   Item 1   Business.....................................................     1
   Item 1A  Risk Factors.................................................     6
   Item 1B  Unresolved Staff Comments....................................     9
   Item 2   Properties...................................................     9
   Item 3   Legal Proceedings............................................     9
   Item 4   Submission of Matters to a Vote of Security Holders..........     9

Part II.

   Item 5   Market for Registrant's Common Equity and
            Related Stockholder Matters..................................    10
   Item 6   Selected Financial Data......................................    10
   Item 7   Management's Discussion and Analysis of Financial
            Condition and Results of Operations..........................    11
   Item 7A  Quantitative and Qualitative Disclosures about
            Market Risk..................................................    11
   Item 8   Financial Statements and Supplementary Data..................    12
   Item 9   Changes In and Disagreements with Accountants on
            Accounting and Financial Disclosure..........................    12
   Item 9A  Controls and Procedures......................................    12
   Item 9B  Other Information............................................    12

Part III.

   Item 10  Directors and Executive Officers of the Registrant...........    12
   Item 11  Executive Compensation.......................................    12
   Item 12  Security Ownership of Certain Beneficial Owners and
            Management and Related Stockholder Matters...................    13
   Item 13  Certain Relationships and Related Transactions...............    13
   Item 14  Principal Accountant Fees and Services.......................    13

Part IV.

   Item 15  Exhibits and Financial Statement Schedules...................    13
</TABLE>
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PART I

ITEM I. BUSINESS

FORWARD-LOOKING STATEMENTS

Neffs Bancorp, Inc. (the "corporation") may from time to time make written or
oral "forward-looking statements", including statements contained in the
corporation's filings with the Securities and Exchange Commission (including the
Annual Report and this Form 10-K and the exhibits hereto and thereto), in its
reports to stockholders and in other communications by the corporation, which
are made in good faith by the corporation pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include statements with respect to the
corporation's beliefs, plans, objectives, goals, expectations, anticipations,
estimates, and intentions that are subject to significant risks and
uncertainties and are subject to change based on various factors (Some of which
are beyond the corporation's control). The words "may", "could", "should",
"would", "believe", "anticipate", "estimate", "expect", "intend", "plan", and
similar expressions are intended to identify forward-looking statements. The
following factors, among others, could cause the corporation's financial
performance to differ materially from that expressed in such forward-looking
statements: the strength of the United States economy in general and the
strength of the local economies in which the corporation conducts operating; the
effects of, and changes in, trade, monetary and fiscal policies, including
interest rate policies of the Board of Governors of the Federal Reserve Bank
(the "FRB"); inflation; interest rates; market and monetary fluctuations; the
timely development of competitive new services; the willingness of customers to
substitute competitors' products and services for the corporation's products and
services and vice versa; the impact of the changes in financial services' laws
and regulations (including laws concerning taxes, banking, securities and
insurance); technological acquisitions being less than expected; the growth and
profitability of the corporation's noninterest or fee income being less than
expected; unanticipated regulatory or judicial proceedings; changes in consumer
spending and saving habits; and the success of the corporation at managing the
risks involved in the foregoing.

The corporation cautions that the foregoing list of important factors is not
exclusive. The corporation does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to time by or on
behalf of the corporation.

GENERAL

Neffs Bancorp, Inc. (the "corporation") is a Pennsylvania business corporation,
which is registered as a bank holding company under the Bank Holding Company Act
of 1956, as amended (the "Holding Company Act"). The corporation was
incorporated on March 24, 1986 and became an active bank holding company on
October 31, 1986.

As of December 31, 2005, the corporation has approximately $214 million in
assets, $173 million in deposits, $82 million in net loans and $39 million in
stockholders' equity. The bank is a member of the FRB and substantially all of
the Bank's deposits are insured up to the applicable limits by the Bank
Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation ("FDIC") to
the fullest extent permitted by law.

The corporation's principal executive office if located at 5629 Route 873,
Neffs, Pennsylvania, 18065 and its telephone number is 610-767-3875.


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As of December 31, 2005 the corporation had 38 employees, of which 26 were
full-time employees. Management believes the corporation's relationship with its
employees is good.

The bank is organized under the laws of the United States and headquartered in
Neffs, Pennsylvania and has one (1) location. The bank was incorporated in 1923
pursuant to the United States National Bank Act under a charter granted by the
Office of the Comptroller of Currency. The FDIC insures deposit accounts to the
maximum extent provided by laws.

The Neffs National Bank ("Neffs" or the "bank") provides a full range of retail
and commercial banking services for consumers and small and mid-sized companies.
The bank's lending and investment activities are funded principally by retail
deposits gathered through its retail banking facility.

The corporation's website address is www.neffsnatl.com. The corporation makes
available free of charge its annual report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form8-K and amendments to those reports as soon as
reasonably practicable after it electronically files such reports with the
Securities and Exchange Commission. Copies of such reports are available at no
charge by contacting The Neffs National Bank, 5629 Route 873, P.O. Box 10,
Neffs, PA 18065-0010. (The information found on the corporation's website does
not constitute a part of this or any other report.)

SERVICE AREA

The bank offers its lending and depository services from its main office in
Neffs, Pennsylvania.

RETAIL AND COMMERCIAL BANKING ACTIVITIES

The bank provides a broad range of retail banking services and products
including free personal checking accounts and business checking accounts,
regular savings accounts, interest checking accounts, overdraft checking
protection, fixed rate certificates of deposits, individual retirement accounts,
club accounts, and safe deposit facilities. Its services also include a full
range of lending activities including commercial construction and real estate
loans, land development and business loans, business lines of credit, consumer
loan programs (including installment loans for home improvement and the purchase
of consumer goods and automobiles), and home equity loans. The bank also offers
construction loans and permanent mortgages for homes.

The bank directs its commercial lending principally toward businesses that
require funds within the bank's legal limits, as determined from time to time,
and that otherwise do business and/or are depositors with The Neffs National
Bank. The bank also participates in inter-bank credit arrangements in order to
take part in loans for amounts that are in excess of its lending limit. In
consumer lending, the bank offers various types of loans, including revolving
credit lines, automobile loans, and home improvement loans.

The corporation has focused its strategy for growth primarily on the further
development of its community-based retail-banking facility. The objective of
this corporate strategy is to maximize the total return to the corporation so as
to adequately reward the stockholder and to continue as a sound and successful
community oriented and independently operated financial institution.

The corporation is not dependent upon a single customer, or a few customers, the
loss of which would have a material adverse effect on the corporation.

COMPETITIVE BUSINESS CONDITIONS/COMPETITIVE POSITION

The corporation's current primary service area, generally characterized as
Northern Lehigh County, Pennsylvania, is characterized by intense competition
for banking business. The bank competes with


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local commercial banks as well as numerous regionally based commercial banks,
most of which have assets, capital, and lending limits larger than that of
Neffs. The bank competes with respect to its lending activities as well as in
attracting demand, savings, and time deposits with other commercial banks,
savings banks, insurance companies, regulated small loan companies, credit
unions and with issuers of commercial paper and other securities such as shares
in money market funds. The business of the bank is not seasonal in nature.

Other institutions may have the ability to finance wide-ranging advertising
campaigns, and to allocate investment assets to regions of highest yield and
demand. Many institutions offer services such as trust services and
international banking which Neffs does not directly offer (but which the bank
may offer indirectly through other institutions).

In commercial transactions, the bank's legal lending limit to a single borrower
(approximately $4,900,000 as of December 31, 2005) enables it to compete
effectively for the business of smaller companies.

In consumer transactions, the bank believes it is able to compete on a
substantially equal basis with larger financial institutions because it offers
longer hours of operation, personalized service and competitive interest rates
on savings and time accounts with low or no minimum deposit requirements.

In order to compete with other financial institutions both within and beyond its
primary service area, the bank uses, to the fullest extent possible, the
flexibility which independent status permits. This includes an emphasis on
specialized services for the small business person and professional contacts by
the bank's officers, directors, and employees, and the greatest possible efforts
to understand fully the financial situation of relatively small borrowers. The
size of such borrowers, in management's opinion, often inhibits close attention
to their needs by larger institutions.

The bank endeavors to be competitive with all competing financial institutions
in this primary service area with respect to interest rates paid on time and
savings deposits, its overdraft charges on deposit accounts, and interest rates
charged on loans.

SUPERVISION AND REGULATIONS

The following discussion sets forth certain of the material elements of the
regulatory framework applicable to bank holding companies and their subsidiaries
and provides certain specific information relevant to the corporation. The
regulatory framework is intended primarily for the protection of depositors,
other customers and the Federal Deposit Insurance Funds and not for the
protection of security holders. To the extent that the following information
describes statutory and regulatory provisions, it is qualified in its entirety
by reference to the particular statutory and regulatory provisions. A change in
applicable statutes or regulatory policy may have a material effect on the
business of the company.

THE CORPORATION

The corporation is subject to the jurisdiction of the Securities and Exchange
Commission ("SEC") and of state securities commissions for matters relating to
the offering and sale of it securities and is subject to the SEC's rules and
regulations relating to periodic reporting, reporting to stockholders, proxy
solicitation and insider trading.

The corporation is subject to the provision of the Holding Company Act of 1956,
as amended. The corporation is subject to supervision and examination by the
FRB. Under the Holding Company Act, the corporation must secure the prior
approval of the FRB before it may own or control, directly or


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indirectly, more than 5% of the voting shares or substantially all of the assets
of any institution, including another bank (unless it already owns a majority of
the voting stock of the bank).

Satisfactory financial condition, particularly with regard to capital adequacy,
and satisfactory Community Reinvestment Act ratings are generally prerequisites
to obtaining federal regulatory approval to make acquisitions. Neffs is
currently rated "satisfactory" under the Community Reinvestment Act.

The corporation is required to file an annual report with the FRB and any
additional information the FRB may require pursuant to the Holding Company Act.
The FRB may also make examinations of the corporation and its subsidiaries.
Further, a bank holding company and its subsidiaries are prohibited from
engaging in certain tie-in arrangements in connection with the extension of
credit or provision for any property or service. Thus, an affiliate of the
corporation, such as the bank, may not condition the extension of credit, the
lease or sale of property or furnishing of any services on (i) the customer's
obtaining or providing some additional credit, property or services from or to
the corporation or its subsidiary or (ii) the customer's refraining from doing
business with a competitor of the corporation or of its subsidiary. The
corporation or the bank may impose conditions to the extent necessary to
reasonably assure the soundness of credit extended.

Subsidiary banks of a bank holding company are subject to certain restrictions
imposed by the Federal Reserve Act on (i) any extension of credit to the bank
holding company or any of its subsidiaries, (ii) investments in the stock or
other securities of the bank holding company, and (iii) taking the stock or
securities of the bank holding company as collateral for loans to any borrower.

THE BANK

As a nationally charted commercial banking association, the bank is subject to
regulation, supervision and regular examination by the Office of Comptroller of
the Currency ("OCC") and is required to furnish quarterly reports to the OCC.
The bank is a member of the FRB. The bank's deposits are insured by the FDIC up
to applicable legal limits. Some of the aspects of the lending and deposit
business of the bank that are regulated by these agencies include personal
lending, mortgage lending and reserve requirements with respect to the extension
of credit, credit practices, the disclosure of credit terms and discrimination
in credit transactions.

The approval of the OCC is required for the establishment of additional branch
offices.

Under the Change in Banking Control Act of 1978, subject to certain exceptions,
no person may acquire control of the bank without giving at least sixty days
prior written notice to the OCC. Under this Act and the regulations promulgated
there under, control of the bank is generally presumed to be the power to vote
ten percent (10%) or more of the common stock. The OCC is empowered to
disapprove any such acquisition of control.

The amount of funds that Neffs may lend to a single borrower is limited
generally under the National Bank Act to 15% of the aggregate of its capital,
surplus and undivided profits and capital securities (all as defined by statute
and regulation).

The OCC has authority under the Financial Institutions Supervisory Act to
prohibit national banks from engaging in any activity that, in the OCC's
opinion, constitutes an unsafe or unsound practice in conducting their
businesses. The FRB has similar authority with respect to the corporation.


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As a consequence of the extensive regulation of commercial banking activities in
the United States, the bank's business is particularly susceptible to being
affected by federal and state legislation and regulations that may affect the
cost of doing business.

RECENT LEGISLATION

USA PATRIOT ACT.

In the wake of the tragic events, of September 11th, on October 26, 2001,
President Bush signed the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act
of 2001. Under the USA PATRIOT Act, financial institutions are subject to
prohibitions against specified financial transactions and account relationships
as well as enhanced due diligence and "know your customer" standards in their
dealings with foreign financial institutions and foreign customers. For example,
the enhanced due diligence policies, procedure, and controls generally required
financial institutions to take reasonable steps:

     -    To conduct enhanced scrutiny of account relationships to guard against
          money laundering and report any suspicious transactions;

     -    To ascertain the identity of the nominal and beneficial owners of and
          the source of funds deposited into, each account as needed to guard
          against money laundering and report any suspicious transactions;

     -    To ascertain for any foreign bank, the shares of which are not
          publicly traded, the identity of the owners of the foreign bank, and
          the nature and extent of the ownership interest of each such owners;
          and

     -    To ascertain whether any foreign bank provides correspondent accounts
          to other foreign banks and it so, the identity of those foreign banks
          and related due diligence information.

Under the USA PATRIOT Act, financial institutions were required to establish
anti-money laundering programs by April 25, 2002. The USA PATRIOT Act sets forth
minimum standards for these programs, including:

     -    The development of internal policies, procedures, and controls;

     -    The designation of a compliance officer;

     -    An ongoing employee training program; and

     -    An independent audit function, to test, the programs.

In addition, the USA PATRIOT Act authorizes the Secretary of the Treasury to
adopt rules increasing the cooperation and information sharing between financial
institutions, regulators, and law enforcement authorities regarding individuals,
entities and organizations engaged in, or reasonably suspected based on credible
evidence of engaging in, terrorist acts or money laundering activities. Any
financial institutions complying with these rules will not be deemed to have
violated the privacy provisions of the Gramm-Leach Bliley Act. The bank does not
have any significant international banking relationships, and does not
anticipate that the USA PATRIOT Act will have a material effect on its business
or operations.

SARBANES-OXLEY ACT OF 2002

On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002.
The Sarbanes-Oxley Act represents a comprehensive revision of laws affecting
corporate governance, accounting obligations and corporate reporting. The
Sarbanes-Oxley Act is applicable to all companies with equity or debt securities
registered or that file reports under the Securities Exchange Act of 1934. In
particular, the Sarbanes-Oxley Act establishes: (i) new requirements for audit
committees, including independence,


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expertise, and responsibilities; (ii) additional responsibilities regarding
financial statements for the Chief Executive Officer and Chief Financial Officer
of the reporting company; (iii) new standards for auditors and regulation of
audits; (iv) increased disclosure of reporting obligations for the reporting
company and its directors and executive officers; and (v) new and increased
civil and criminal penalties for violations of the securities laws. Many of the
provisions were effective immediately while other provisions become effective
over a period of time and are subject to rulemaking by the SEC. Because the
corporation's common stock is registered with the SEC, it is currently subject
to this Act.

NATIONAL MONETARY POLICY

In addition to being affected by general economic conditions, the earnings and
growth of the corporation are affected by the policies of regulatory
authorities, including the OCC, the FRB and the FDIC. An important function of
the FRB is to regulate the money supply and credit conditions. Among the
instruments used to implement these objectives are open market operations in U.
S. Government securities, setting the discount rate, and changes in reserve
requirements against bank deposits.

The monetary policies and regulations of the FRB have had a significant effect
on the operating results of commercial banks in the past and are expected to
continue to do so in the future. The effects of such policies upon the future
business, earnings, and growth of the corporation cannot be predicted.

EFFECT OF INFLATION

Inflation has some impact on the bank's operating costs. Unlike industrial
companies, however, substantially all of the bank's assets and liabilities are
monetary in nature. As a result, interest rates have a more significant impact
on the bank's performance than the general levels of inflation. Over short
periods of time, interest rates may not necessarily move in the same direction
or in the same magnitude as prices of goods and services.

ENVIRONMENTAL LAWS

There are several federal and state statutes that regulate the obligations and
liabilities of financial institutions pertaining to environmental issues. In
addition to the potential for attachment of liability resulting from its own
actions, a bank may be held liable, under certain circumstances, for the actions
of its borrowers, or third parties, when such actions result in environmental
problems on properties that collateralize loans held by the bank. Further, the
liability has the potential to far exceed the original amount of the loan issued
by the bank. Currently, neither the corporation nor the bank is a party to any
pending legal proceeding pursuant to any environmental statute, nor are the
corporation and the bank aware of any circumstances that may give rise to
liability under any such statue.

ITEM 1A. RISK FACTORS

THE CORPORATION IS SUBJECT TO INTEREST RATE RISK

Income and cash flows and the value of assets depend to a great extent on the
difference between the interest rates earned on interest-earning assets, such as
loans and investment securities, and the interest rates paid on interest-bearing
liabilities such as deposits and borrowings. These rates are highly sensitive to
many factors which are beyond the bank's control, including general economic
conditions and policies of various governmental and regulatory agencies and, in
particular, the Board of Governors of the Federal Reserve System. Changes in
monetary policy, including changes in interest rates, will influence not only
the interest received on loans and investment securities and the amount of
interest paid on deposits and borrowings but it will also affect the ability to
originate loans and obtain deposits and the value of the investment portfolio.
If the rate of interest paid on deposits and other borrowings increases more
than the rate of interest earned on loans and other investments, net interest
income and


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earnings could be adversely affected. Earnings also could be adversely affected
if the rates on loans and other investments fall more quickly than those on
deposits and other borrowings.

THE CORPORATION'S PROFITABILITY DEPENDS SIGNIFICANTLY ON ECONOMIC CONDITIONS IN
THE COMMONWEALTH OF PENNSYLVANIA

The Corporation's success depends primarily on the general economic conditions
of the Commonwealth of Pennsylvania and the specific local markets in which the
Corporation operates. Unlike larger national or other regional banks that are
more geographically diversified, the Corporation provides banking and financial
services to customers primarily in the Northern Lehigh Valley area. The local
economic conditions in these areas have a significant impact on the demand for
the Corporation's products and services as well as the ability of the
Corporation's customers to repay loans, the value of the collateral securing
loans and the stability of the Corporation's deposit funding sources. A
significant decline in general economic conditions, caused by inflation,
recession, acts of terrorism, outbreak of hostilities or other international or
domestic occurrences, unemployment, changes in securities markets or other
factors could impact these local economic conditions and, in turn, have a
material adverse effect on the Corporation's financial condition and results of
operations.

THE CORPORATION'S ALLOWANCE FOR POSSIBLE LOAN LOSSES MAY BE INSUFFICIENT

Financial condition and results of operations could be adversely affected if the
allowance for loan losses is not sufficient to absorb actual losses or if the
bank is required to increase the allowance. Despite underwriting criteria, the
bank may experience loan delinquencies and losses. In order to absorb losses
associated with nonperforming loans, the allowance for loan losses is based on,
among other things, historical experience, an evaluation of economic conditions,
and regular reviews of delinquencies and loan portfolio quality. Determination
of the allowance inherently involves a high degree of subjectivity and requires
significant estimates of current credit risks and future trends; all of which
may undergo material changes. At any time there are likely to be loans in the
portfolio that will result in losses but that have not been identified as
nonperforming or potential problem credits. The bank cannot be sure that all
deteriorating credits are identified before they become nonperforming assets or
that losses will be able to be limited on those loans that are identified. The
bank may be required to increase the allowance for loan losses for any of
several reasons. State and federal regulators, in reviewing the loan portfolio
as part of a regulatory examination, may request that an increase be made to the
allowance for loan losses. Changes in economic conditions affecting borrowers,
new information regarding existing loans, identification of additional problem
loans and other factors, both within and outside of the bank's control, may
require an increase in the allowance. In addition, if charge-offs in future
periods exceed the allowance for loan losses; the bank will need additional
increases in the allowance for loan losses. Any increases in the allowance for
loan losses will result in a decrease in net income and possibly, capital, and
may materially affect the results of operations in the period in which the
allowance is increased.

THE CORPORATION OPERATES IN A HIGHLY COMPETITIVE INDUSTRY AND MARKET AREA

Neffs faces substantial competition in all phases of operation from a variety of
different competitors, including commercial banks, savings and loan
associations, mutual savings banks, credit unions, consumer finance companies,
factoring companies, leasing companies, insurance companies and money market
mutual funds. There is very strong competition among financial services
providers in the principal service area. Competitors may have greater resources,
higher lending limits or larger branch systems. Accordingly, they may be able to
offer a broader range of products and services as well as better pricing for
those products or services.

In addition, some of the competing financial services organizations are not
subject to the same degree of regulations as are imposed on federally insured
financial institutions. As a result, those non-bank


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competitors may be able to access funding and provide various services more
easily or at less cost, adversely affecting the ability to compete effectively.

THE CORPORATION IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND SUPERVISION

The banking industry is heavily regulated. Banking regulations are primarily
intended to protect the federal deposit insurance funds and depositors, not
shareholders. Changes in laws, regulations, and regulatory practices affecting
the banking industry may increase costs of doing business or otherwise adversely
affect and create competitive advantages for others. Regulations affecting banks
and financial services companies undergo continuous change, and the bank cannot
predict the ultimate effect of these changes, which could have a material
adverse effect on profitability or financial condition.

THE CORPORATION MAY NOT BE ABLE TO ATTRACT AND RETAIN SKILLED PEOPLE

The Corporation's success depends, in large part, on its ability to attract and
retain key people. Competition for the best people in most activities engaged in
by the Corporation can be intense and the Corporation may not be able to hire
people or to retain them. The unexpected loss of services of one or more of the
Corporation's key personnel could have a material adverse impact on the
Corporation's business because of their skills, knowledge of the Corporation's
market, years of industry experience and the difficulty of promptly finding
qualified replacement personnel. The Corporation does not currently have
employment agreements or non-competition agreements with any of its senior
officers.

THE CORPORATION IS SUBJECT TO ENVIRONMENTAL LIABILITY RISK ASSOCIATED WITH
LENDING ACTIVITIES

Environmental liability associated with lending activities could result in
losses. In the course of business, the bank may foreclose on and take title to
properties securing loans. If hazardous substances were discovered on any of
these properties, the bank could be liable to governmental entities or third
parties for the costs of remediation of the hazard, as well as for personal
injury and property damage. Many environmental laws can impose liability
regardless of whether the bank knew of, or were responsible for, the
contamination. In addition, if the bank arranges for the disposal of hazardous
or toxic substances at another site, costs may be incurred for cleaning up and
removing those substances from the site even if the bank neither owned nor
operated the disposal site. Environmental laws may require the bank to incur
substantial expenses and may materially limit the use of properties acquired
through foreclosure, reduce their value or limit the ability to sell them in the
event of a default on the loans they secure. In addition, future laws or more
stringent interpretations or enforcement policies with respect to existing laws
may increase exposure to environmental liability.

THE CORPORATION CONTINUALLY ENCOUNTERS TECHNOLOGICAL CHANGE

Failure to implement new technologies for operations may adversely affect growth
or profits. The market for financial services, including banking services and
consumer finance services is increasingly affected by advances in technology,
including developments in telecommunications, data processing, computers,
automation, Internet-based banking and telebanking. The ability to compete
successfully in markets may depend on the ability to exploit such technological
changes. However, no assurance can be given that management will be able to
properly or timely anticipate or implement such technologies or properly train
employees to use such technologies. Any failure to adapt to new technologies
could adversely affect the financial condition or operating results.

THE CORPORATION'S ABILITY TO PAY DIVIDENDS DEPENDS PRIMARILY ON DIVIDENDS FROM
ITS BANKING SUBSIDIARY, WHICH IS SUBJECT TO REGULATORY LIMITS.

The Corporation is a bank holding company and its operations are conducted by
its subsidiary. Its ability to pay dividends depends on its receipt of dividends
from its subsidiary. Dividend payments from its banking subsidiary are subject
to legal and regulatory limitations, generally based on net profits and retained
earnings, imposed by the various banking regulatory agencies. The ability of its
subsidiary to


                                       8

<PAGE>

pay dividends is also subject to its profitability, financial condition, capital
expenditures and other cash flow requirements. There is no assurance that its
subsidiary will be able to pay dividends in the future or that the Corporation
will generate adequate cash flow to pay dividends in the future. The
Corporation's failure to pay dividends on its common stock could have a material
adverse effect on the market price of its common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

MAIN OFFICE

The main office of Neffs is located at 5629 PA Route 873, North Whitehall
Township, Neffs, PA 18065. The bank owns and occupies a 12,475 square feet
building, containing a banking floor, lobby, administrative offices, lending
offices, operations center, and executive offices. During 2001, the bank
completed construction of two (2) additional lanes, for a total of five (5)
lanes, to its drive thru facility located adjacent to the main building. The
bank also owns a vacant lot behind the headquarters. Situated on the lot are a
baseball field, basketball court and playground facility, all of which are
available for use by the public.

The corporation also owns property at 5645 PA Route 873, Neffs, PA 18065; which
is a one and one half (1 1/2) story single family dwelling with approximately
2,570 square feet of living space. This property is currently being leased.

ITEM 3. LEGAL PROCEEDINGS

The corporation is subject to certain legal proceedings and claims arising in
the ordinary course of business. It is management's opinion that the ultimate
resolution of these claims will not have a material adverse effect on the
corporation's financial position and results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the fourth quarter of the fiscal year covered by
this report to a vote of security holders.


                                       9
<PAGE>

Part II.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The corporation's common stock is currently quoted on the National Quotations
Bureau's Electronic Quotations Service ("Pink Sheet") under the trading symbol
NEFB. The corporation's common stock is traded over-the-counter from time to
time, primarily in the corporation's geographic service area, through several
local market makers.

The following table sets forth the prices for which common stock has traded
during the last two (2) fiscal years. As of December 31, 2005, there were
approximately 615 holders of record of the corporation's common stock.

<TABLE>
<CAPTION>
                           Sales Prices
                        -----------------
                          High      Low
                        -------   -------
<S>                     <C>       <C>
Quarter Ended:
   March 31, 2005       $230.00   $230.00
   June 30, 2005         235.00    230.00
   September 30, 2005    236.00    235.00
   December 31, 2005     243.00    240.00

   March 31, 2004       $240.00   $225.00
   June 30, 2004         230.00    225.00
   September 30, 2004    225.00    225.00
   December 31, 2004     230.00    228.00
</TABLE>

DIVIDENDS AND DIVIDEND HISTORY

The corporation has historically distributed to stockholders a dividend on May
15th and November 15th of each year. In 2005 a dividend of $2.00 per share was
paid to stockholders on May 15 and a dividend of $2.00 per share was paid on
November 15. In 2004 a dividend of $1.75 per share was paid to stockholders on
May 15, and a dividend of $2.00 per share was paid on November 15.

The holders of common stock of the corporation are entitled to receive dividends
as may be declared by the Board of Directors with respect to the common stock
out of funds of the corporation. While the corporation is not subject to certain
restrictions on dividends and stock redemptions applicable to a bank, the
ability of the corporation to pay dividends to the holders of its common stock
will depend to a large extent upon the amount of dividends paid by the bank to
the corporation.

The ability of the corporation to pay dividends on its common stock in the
future will depend on the earnings and the financial condition of the bank and
the corporation. The corporation's ability to pay dividends will be subject to
the prior payment by the corporation of principal and interest on any debt
obligations it may incur in the future as well as other factors that may exist
at the time.

Regulatory authorities restrict the amount of cash dividends the bank can
declare without prior regulatory approval.

ITEM 6. SELECTED FINANCIAL DATA

The information under the caption "Selected Financial Data" in the corporation's
Annual Report to Shareholders for the year ended December 31, 2005, which pages
are included in Exhibit 13 hereto, are incorporated in their entirety by
reference in response to this Item 6.


                                       10

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS

The information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the corporation's Annual
Report to Shareholders for the year ended December 31, 2005, which pages are
included in Exhibit 13 hereto, are incorporated in their entirety by reference
in response to this Item 7.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In an effort to assess market risk, the bank utilizes a simulation model to
determine the effect of increases or decreases in market interest rates on net
interest income and net income.

The simulation model assumes a hypothetical gradual shift in market interest
rates over a twelve-month period. This is based on a review of historical
changes in market interest rates and the level and curve of current interest
rates. The simulated results represent the hypothetical effects to the bank's
net interest income and net income. Projections for loan and deposit growth were
ignored in the simulation model. The simulation model includes all of the bank's
earning assets and interest-bearing liabilities and assumes a parallel and
prorated shift in interest rates over a twelve-month period. The percentage
declines in the table below are measured as percentage changes from the values
of simulated net interest income in the current rate scenario and the impact of
those changes on the prior year's net income.

The aforementioned assumptions are revised based on defined scenarios of assumed
speed and direction changes of market interest rates. These assumptions are
inherently uncertain due to the timing, magnitude and frequency of rate changes
and changes in market conditions, as well as management strategies, among other
factors. Because it is difficult to accurately quantify into assumptions the
reaction of depositors and borrowers to market interest rate changes, the actual
net interest income and net income results may differ from simulated results.
While assumptions are developed based upon current economic and local market
conditions, management cannot make any assurances as to the predictive nature of
these assumptions.

The following table reflects the bank's net interest income sensitivity analysis
as of December 31, 2005 and 2004. The schedule indicates that as of December 31,
2005, a hypothetical 200 basis point decline in prevailing market interest rates
would cause the bank's net interest income to decline less then 4% from the
current rate scenario. The computations do not contemplate any action management
or the Asset/Liability Management Committee could undertake in response to
changes in market conditions or market interest rates.

<TABLE>
<CAPTION>
                                    2005                        2004
                         -------------------------   -------------------------
                           CHANGE IN                   CHANGE IN
                         NET INTEREST   PERCENTAGE   NET INTEREST   PERCENTAGE
(dollars in thousands)      INCOME        CHANGE        INCOME        CHANGE
                         ------------   ----------   ------------   ----------
<S>                      <C>            <C>          <C>            <C>
Policy Limit                              +/-5.0%                     +/-5.0%

Down 200 basis points       ($114)          (1.7%)      ($224)          (3.1%)
Down 100 basis points         (36)          (0.5%)        (93)          (1.3%)

Up 100 basis points            44            0.6%          66            0.9%
Up 200 basis points            78            1.1%          81            1.1%
</TABLE>


                                       11

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements in the corporation's Annual Report to Shareholders for
the year ended December 31, 2005, which pages are included in Exhibit 13 hereto,
are incorporated in their entirety by reference in response to this Item 7.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ON ACCOUNTING AND
     FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

The Corporation maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Corporation files
or submits under the Securities and Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the SEC. Based upon their evaluation of those controls and procedures as of
December 31, 2005, the chief executive officer and principal financial officer
of the Corporation concluded that the Corporation's disclosure controls and
procedures were adequate.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

The Corporation made no significant changes in its internal controls or in other
factors that could significantly affect these controls during the fourth quarter
of the year ended December 31, 2005, including any corrective actions with
regard to significant deficiencies and material weaknesses.

ITEM 9B. OTHER INFORMATION

None.

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information under the captions "Information about Nominees and Continuing
Directors", "Executive Officers" and "Section 16(a) Beneficial Ownership
Reporting Compliance are incorporated here by reference to Neffs Bancorp, Inc.'s
proxy statement for its 2006 Annual Meeting of Shareholders scheduled for May
10, 2006.

The corporation has adopted a Code of Ethics that applies to directors, officers
and employees of the corporation and the bank. A copy of the Code of Ethics was
included as an exhibit to the corporation's Form 10-K for the year ended
December 31, 2003 and filed with the Securities and Exchange Commission. A
request for the corporation's Code of Ethics can be made in either writing to
Dawn E. Hamm, Neffs Bancorp, Inc., 5629 Route 873, P.O. Box 10, Neffs, PA
18065-0010 or by telephone to 610-767-3875.

ITEM 11. EXECUTIVE COMPENSATION

The information under the caption "Executive Compensation" is incorporated here
by reference of Neffs Bancorp, Inc.'s proxy statement for its 2006 Annual
Meeting of Shareholders scheduled for May 10, 2006.


                                       12

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
     RELATED STOCKHOLDER MATTERS.

The information under the caption "Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters" is incorporated here by
reference of Neffs Bancorp, Inc.'s proxy statement for its 2006 Annual Meeting
of Shareholders scheduled for May 10, 2006.

The corporation currently does not maintain any equity compensation plans.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information under the caption "Transactions with Directors and Executive
Officers" is incorporated here by reference to Neffs Bancorp, Inc.'s proxy
statement for its 2006 Annual Meeting of Shareholders scheduled for May 10,
2006.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information under the caption "Report of the Audit Committee" is
incorporated here by reference to Neffs Bancorp, Inc.'s proxy statement for its
2006 Annual Meeting of Shareholders scheduled for May 10, 2006.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a)  (1) Financial Statements are incorporated by reference from the 2005
              Annual Report

               Report of Independent Registered Public Accounting Firm
               Consolidated Statements of Financial Condition
               Consolidated Statements of Income
               Consolidated Statements of Stockholders' Equity
               Consolidated Statements of Cash Flows
               Notes to Consolidated Financial Statements

          (2)  Financial Statements Schedules (This item is omitted since
               information required is either not applicable or is included in
               the footnotes to the Annual Financial Statements.)

          (3)  The following exhibits are filed as part of this Form 10-K, and
               this list includes the Exhibits Index.

<TABLE>
<CAPTION>
NO.      DESCRIPTION
---      -----------
<S>      <C>
3 (i)    Amended and Restated Articles of Incorporation of Neffs Bancorp, Inc.
         (Incorporated by reference to Exhibit 3(i) of the Registration
         Statement on Form 10 dated and as filed with Commission on April 27,
         2001.)

3 (ii)   Amended and Restated Bylaws of Neffs Bancorp, Inc. (Incorporated by
         reference to Exhibit 99.1 of the Current Report on Form 8-K dated and
         as filed with the Commission on February 27, 2002.)

    11   Statement re: computation of per share earnings. See Consolidated
         Statements of Income and Note 1 to the Consolidated Financial
         Statements included in the Annual Report se forth as Exhibit 13 hereto.
</TABLE>


                                       13

<PAGE>

<TABLE>
<S>      <C>
    13   Excerpts from Neffs Bancorp, Inc. Annual Report to Stockholders.

    14   Code of Ethics (incorporated by reference to Exhibit 14 to the Form
         10-K of the registrant, filed on April 1, 2002.)

    21   Subsidiary of the Registrant (incorporated by reference to Exhibit 21
         to the Form 10-K of the registrant filed on April 1, 2002.)

  31.1   Certification of Chief Executive Officer pursuant to Rule
         13a-14(a)/15d-14(a)

  31.2   Certification of Principal Financial Officer pursuant to Rule
         13a-14(a)/15d-14(a)

  32.1   Certification of Chief Executive Officer pursuant to Section 1350 of
         the Sarbanes-Oxley Act of 2002.

  32.2   Certification of Principal Financial Officer pursuant to Section 1350
         of the Sarbanes-Oxley Act of 2002.
</TABLE>

     (b)  Exhibits required by item 601 of Regulation SK.

          See Item 15(a)(3) above.


                                       14

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities and
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

                                        Neffs Bancorp, Inc.


Date: March 24, 2006                    By: /s/ John J. Remaley
                                            ------------------------------------
                                            John J. Remaley
                                            President and
                                            Chief Executive Officer

Pursuant to the requirement of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signatures                    Title                                             Date
----------                    -----                                             ----
<S>                           <C>                                               <C>


/s/ John J. Remaley
---------------------------
John J. Remaley               President, Chief Executive Officer and Director   March 24, 2006


/s/ Herman P. Snyder
---------------------------
Herman P. Snyder              Vice President and Director                       March 24, 2006


/s/ Robert B. Heintzelman
---------------------------
Robert B. Heintzelman         Director                                          March 24, 2006


/s/ Mary Ann Wagner
---------------------------
Mary Ann Wagner               Director                                          March 24, 2006


/s/ John F. Simock
---------------------------
John F. Simock                Director                                          March 24, 2006


/s/ Kevin A. Schmidt
---------------------------
Kevin A. Schmidt              Director                                          March 24, 2006


/s/ John F. Sharkey, Jr.
---------------------------
John F. Sharkey, Jr.          Director                                          March 24, 2006


/s/ Duane A. Schleicher
---------------------------
Duane A. Schleicher           Director                                          March 24, 2006
</TABLE>


                                       15