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

                                   FORM 10-QSB
(Mark One)

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

                  For the quarterly period ended June 30, 3005

                                       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 0-49711

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

<TABLE>
<S>                                                               <C>
United States                                                              04-3693643
-------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)       (I.R.S. Employer
                                                                  Identification No.)
</TABLE>

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

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

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

      Check  whether  the issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
Yes  X   No
    ---    ---

      The Issuer had 2,257,651 shares of common stock, par value $0.01 per
share, outstanding as of August 5, 2005.

      Transitional Small Business Disclosure Format (Check one): Yes    No  X
                                                                    ---    ---

<PAGE>

                          NEW ENGLAND BANCSHARES, INC.
                                   FORM 10-QSB

                                      INDEX

                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets at June 30, 2005 (Unaudited)
         and March 31, 2005.................................................  1

         Condensed Consolidated Statements of Income for the
         Three Months Ended June 30, 2005 and 2004 (Unaudited)..............  2

         Condensed Consolidated Statements of Cash Flows for the
         Three Months Ended June 30, 2005 and 2004 (Unaudited)..............  3

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

Item 2.  Management's Discussion and Analysis or Plan of Operation..........  8

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

PART II: OTHER INFORMATION

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

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


<PAGE>

                          Part I. FINANCIAL INFORMATION

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

                   NEW ENGLAND BANCSHARES, INC. AND SUBSIDIARY
                      Condensed Consolidated Balance Sheets
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                         June 30,    March 31,
                                                                           2005         2005
                                                                        ---------    ---------
ASSETS:                                                                      (Unaudited)
------
<S>                                                                     <C>          <C>
Cash and due from banks .............................................   $   4,905    $   4,412
Interest-bearing demand deposits with other banks ...................         932          240
Federal funds sold ..................................................       7,675        5,575
Money market mutual funds ...........................................       6,153        6,317
                                                                        ---------    ---------
      Total cash and cash equivalents ...............................      19,665       16,544
Interest-bearing time deposits with other banks .....................       5,898        5,902
Investments in available-for-sale securities (at fair value) ........      47,164       46,585
Federal Home Loan Bank stock, at cost ...............................       1,416        1,126
Loans, net of allowance for loan losses of $1,467 as of June 30, 2005
   and $1,437 as of March 31, 2005 ..................................     138,891      132,557
Premises and equipment, net .........................................       2,099        2,067
Accrued interest receivable .........................................         904          896
Deferred income taxes, net ..........................................         744          852
Cash surrender value of life insurance ..............................       3,944        3,905
Identifiable intangible assets ......................................         753          775
Goodwill ............................................................       1,090        1,090
Other assets ........................................................         861          903
                                                                        ---------    ---------
      Total assets ..................................................   $ 223,429    $ 213,202
                                                                        =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
     Noninterest-bearing ............................................   $  12,097    $  13,562
     Interest-bearing ...............................................     154,618      149,429
                                                                        ---------    ---------
         Total deposits .............................................     166,715      162,991
Advanced payments by borrowers for taxes and insurance ..............       1,226          644
Federal Home Loan Bank advances .....................................      21,602       15,620
Securities sold under agreements to repurchase ......................       3,811        4,244
Due to broker .......................................................          --          278
Other liabilities ...................................................       1,114          986
                                                                        ---------    ---------
      Total liabilities .............................................     194,468      184,763
                                                                        ---------    ---------

Stockholders' Equity:
   Preferred stock, par value $.01 per share: 1,000,000 shares
           authorized; none issued ..................................          --           --
   Common stock, par value $.01 per share: 10,000,000 shares
           authorized; 2,257,651 shares issued and outstanding ......          23           23
    Paid-in capital .................................................      12,547       12,547
   Retained earnings ................................................      17,414       17,125
   Accumulated other comprehensive loss .............................        (212)        (417)
    Unearned ESOP shares, 51,664 and 51,664 shares ..................        (517)        (517)
    Unearned shares, stock-based incentive plan, 21,853 shares ......        (294)        (322)
                                                                        ---------    ---------
      Total stockholders' equity ....................................      28,961       28,439
                                                                        ---------    ---------
      Total liabilities and stockholders' equity ....................   $ 223,429    $ 213,202
                                                                        =========    =========
</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,
                                                                          --------
                                                                       2005     2004
                                                                       ----     ----
<S>                                                                   <C>      <C>
Interest and dividend income:
      Interest on loans ...........................................   $2,141   $1,949
      Interest on debt securities:
         Taxable ..................................................      411      348
         Tax-exempt ...............................................       62       41
      Dividends on Federal Home Loan Bank stock ...................       14        6
      Interest on federal funds sold, interest-bearing deposits and
       dividends on marketable equity securities ..................      148      115
                                                                      ------   ------
         Total interest and dividend income .......................    2,776    2,459
                                                                      ------   ------

Interest expense:
      Interest on deposits ........................................      639      616
      Interest on advanced payments by borrowers for
            taxes and insurance ...................................        3       --
      Interest on Federal Home Loan Bank advances .................      183       90
      Interest on securities sold under agreements to repurchase ..       22        3
                                                                      ------   ------
         Total interest expense ...................................      847      709
                                                                      ------   ------
         Net interest and dividend income .........................    1,929    1,750
Provision for loan losses .........................................       32       60
                                                                      ------   ------
         Net interest and dividend income after provision for loan
          losses ..................................................    1,897    1,690
                                                                      ------   ------

Noninterest income:
      Service charges on deposit accounts .........................      123       81
      Gain on sales and calls of investments, net .................        5       16
      Increase in cash surrender value of life insurance policies .       34       36
      Other income ................................................       23       30
                                                                      ------   ------
         Total noninterest income .................................      185      163
                                                                      ------   ------
Noninterest expense:
      Salaries and employee benefits ..............................      904      881
      Occupancy and equipment expense .............................      249      215
      Advertising and promotion ...................................       46       40
      Professional fees ...........................................       66       45
      Data processing expense .....................................       70       62
      Stationery and supplies .....................................       19       29
      Amortization of identifiable intangible assets ..............       22       22
      Other expense ...............................................      187      195
                                                                      ------   ------
         Total noninterest expense ................................    1,563    1,489
                                                                      ------   ------
         Income before income taxes ...............................      519      364
Income taxes ......................................................      183      124
                                                                      ------   ------
         Net income ...............................................   $  336   $  240
                                                                      ======   ======

   Earnings per share:
            Basic .................................................   $ 0.15   $ 0.11
            Diluted ...............................................   $ 0.15   $ 0.11
</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,
                                                                                2005        2004
                                                                              --------    --------
<S>                                                                           <C>         <C>
Cash flows from operating activities:
      Net income ..........................................................   $    336    $    240
      Adjustments to reconcile net income to net cash provided by operating
       activities:
            Net accretion of fair value adjustments .......................        (22)        (24)
            Amortization of securities, net ...............................         39          55
            Gain on sales and calls of investments, net ...................         (5)        (16)
            Provision for loan losses .....................................         32          60
            Change in deferred loan origination fees ......................         12          --
            Depreciation and amortization .................................         84          72
            Increase in accrued interest receivable .......................         (8)         (8)
            Deferred income tax benefit ...................................        (23)         (6)
            Increase in cash surrender value life insurance policies ......        (39)        (40)
            Decrease in prepaid expenses and other assets .................         38         301
            Amortization of identifiable intangible assets ................         22          22
            Increase in accrued expenses and other liabilities ............        128          92
            Compensation cost for stock-based incentive plan ..............         28          27
                                                                              --------    --------

      Net cash provided by operating activities ...........................        622         775
                                                                              --------    --------

Cash flows from investing activities:
            Purchases of available-for-sale securities ....................     (4,210)    (10,203)
            Proceeds from sales of available-for-sale securities ..........      1,810       1,615
            Proceeds from maturities of available-for-sale securities .....      1,846       4,705
            Purchases of Federal Home Loan Bank stock .....................       (290)         --
            Loan originations and principal collections, net ..............     (6,380)     (2,398)
            Purchases of interest bearing time deposits with other banks ..       (195)         --
            Proceeds from maturities of interest bearing time deposits with
               other banks ................................................        199         537
            Capital expenditures - premises and equipment .................       (113)        (43)
                                                                              --------    --------

            Net cash used in investing activities .........................     (7,333)     (5,787)
                                                                              --------    --------

Cash flows from financing activities:
            Net increase in demand, NOW, MMDA and savings accounts ........      2,403       5,480
            Net increase in time deposits .................................      1,345       2,213
            Net increase in advanced payments by borrowers for taxes and
               insurance ..................................................        582         488
            Proceeds from Federal Home Loan Bank long-term advances .......      6,500          --
            Principal payments on Federal Home Loan Bank long-term advances       (518)       (311)
            Net decrease in securities sold under agreement to repurchase..       (433)       (168)
            Payments of cash dividends on common stock ....................        (47)         --
                                                                              --------    --------

Net cash provided by financing activities .................................      9,832       7,702
                                                                              --------    --------

Net increase in cash and cash equivalents .................................      3,121       2,690
Cash and cash equivalents at beginning of period ..........................     16,544      19,679
                                                                              --------    --------
Cash and cash equivalents at end of period ................................   $ 19,665    $ 22,369
                                                                              ========    ========

Supplemental disclosures:
            Interest paid .................................................   $    842    $    709
            Income taxes paid .............................................         75          --
            Due to broker .................................................       (278)       (806)
</TABLE>

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


                                       3
<PAGE>

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


NOTE 1 - Organization

      New England  Bancshares,  Inc. (the  "Company")  is a federal  corporation
formed on June 4, 2002 for the purpose of  acquiring  all of the common stock of
Enfield Federal Savings and Loan Association (the "Association") concurrent with
its  reorganization  from a mutual  savings  institution  to the mutual  holding
company form of  organization.  The  reorganization  was  consummated on June 4,
2002. In connection with the reorganization,  the Company sold 922,444 shares of
its common  stock,  par value $0.01 per share,  in a  subscription  offering and
issued 1,127,431 shares to Enfield Mutual Holding Company raising  approximately
$8.5 million,  net of costs.  Approximately  $6.8 million of those proceeds were
contributed to the  Association.  The Company is a majority owned  subsidiary of
Enfield Mutual Holding Company.

      On December 12, 2003, the  Association  acquired  Windsor Locks  Community
Bank,  FSL (the  "Acquisition").  Neither  the  Association  nor the Company was
required to pay any consideration  directly to any affiliated  party,  including
Windsor Locks Community Bank's members, in the merger.  However, the Company was
required to issue  additional  shares of common stock to Enfield  Mutual Holding
Company  in an amount  equal to the value of  Windsor  Locks  Community  Bank as
determined by an independent appraisal, which amounted to 171,355 shares.

      The Acquisition was accounted for using the purchase method of accounting.
Accordingly,  the assets acquired and  liabilities  assumed were recorded by the
Company at their fair  values at the  consummation  date.  During the  appraisal
process,  a core  deposit  intangible  of $886,000 was  calculated  and is being
amortized  to expense  over a period of 10 years.  Goodwill  resulting  from the
Acquisition  totaled $1.1 million and is analyzed for  impairment on at least an
annual basis.  Financial  statement amounts for Windsor Locks Community Bank are
included in the Company's  consolidated  financial  statements  beginning on the
acquisition date.

      The  Association,  a  federally  chartered  savings  and loan  association
headquartered  in Enfield,  Connecticut,  operates  from its seven  full-service
branch offices in Broad Brook, Enfield, Manchester,  Windsor Locks and Suffield,
Connecticut.   The  Association   provides  banking  products  and  services  to
individuals  and  small   businesses,   including   residential  and  commercial
mortgages,   commercial  loans,   consumer  loans,  and  a  variety  of  deposit
instruments.

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.


                                       4
<PAGE>

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, 2006.

      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 the Company's  Form 10-KSB for the year ended
March 31, 2005.

      The condensed  consolidated balance sheet as of March 31, 2005 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.

NOTE 3 - Earnings Per Share (EPS)

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

                                                     Quarter Ended
                                                        June 30,
                                                    ---------------
(In thousands, except per share data)                2005     2004
                                                    ------   ------
Net income                                          $  336   $  240
                                                    ------   ------
Weighted average common shares
  outstanding for computation of basic
  EPS                                                2,184    2,169
Effect of dilutive stock options and
  stock awards                                          26       50

Weighted average common shares for
  computation of diluted EPS                         2,210    2,219
                                                    ------   ------
Earnings per share:
  Basic                                             $ 0.15   $ 0.11
  Diluted                                           $ 0.15   $ 0.11
-------------------------------------------------------------------

NOTE 4 - Recent Accounting Pronouncements

      In April 2003,  the FASB issued SFAS No. 149,  "Amendment of Statement No.
133 on Derivative  Instruments and Hedging  Activities"  ("SFAS No. 149"), which
amends  and  clarifies   financial   accounting  and  reporting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts  and for  hedging  activities  under  SFAS No.  133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities."  This Statement (a) clarifies
under what  circumstances  a contract with an initial net  investment  meets the
characteristic  of a  derivative,  (b)  clarifies  when a derivative  contains a
financing  component,  (c) amends the  definition of an underlying to conform to
language  used  in FASB  Interpretation  No.  45,  "Guarantor's  Accounting  and
Disclosure  Requirements  for  Guarantees,   Including  Indirect  Guarantees  of
Indebtedness  of Others," and (d) amends certain other existing  pronouncements.
The  provisions  of SFAS No. 149 are  effective  for  contracts  entered into or
modified  after June 30,


                                       5
<PAGE>

2003.  There was no  material  impact on the  Company's  consolidated  financial
statements on adoption of this Statement.

      In May  2003,  the FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial  Instruments  with  Characteristics  of both  Liabilities  and Equity"
("SFAS No. 150"). This Statement  establishes  standards for the  classification
and measurement of certain financial  instruments with  characteristics  of both
liabilities and equity. SFAS No. 150 requires that certain financial instruments
that were  previously  classified  as equity must be  classified as a liability.
Most of the  guidance in SFAS No. 150 is  effective  for  financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning  of the first  interim  period  beginning  after June 15,  2003.  This
Statement  did not  have  any  material  effect  on the  Company's  consolidated
financial statements.

      In January 2003, the FASB issued  Interpretation No. 46, "Consolidation of
Variable  Interest  Entities"  ("FIN  46"),  in an  effort  to  expand  upon and
strengthen  existing  accounting  guidance that  addresses when a company should
include in its financial  statements the assets,  liabilities  and activities of
another entity. In December 2003, the FASB revised  Interpretation  No. 46, also
referred  to as  Interpretation  46 (R) ("FIN  46(R)").  The  objective  of this
interpretation  is not to restrict the use of variable  interest entities but to
improve  financial  reporting  by  companies  involved  with  variable  interest
entities.  Until now, one company  generally has included  another entity in its
consolidated  financial  statements  only if it  controlled  the entity  through
voting  interests.  This  interpretation  changes  that, by requiring a variable
interest  entity to be consolidated by a company only if that company is subject
to a majority of the risk of loss from the variable interest entity's activities
or entitled to receive a majority of the entity's  residual returns or both. The
Company is required to apply FIN 46, as revised,  to all entities  subject to it
no later than the end of the first reporting period ending after March 15, 2004.
However,  prior to the required  application of FIN 46, as revised,  the Company
shall apply FIN 46 or FIN 46 (R) to those  entities  that are  considered  to be
special-purpose  entities  as of the end of the  first  fiscal  year or  interim
period ending after December 15, 2003. The adoption of this  interpretation  did
not have a material effect on the Company's consolidated financial statements.

      In December 2003, the FASB issued SFAS No. 132 (revised 2003), "Employers'
Disclosures about Pensions and Other  Postretirement  Benefits - an amendment of
SFAS No. 87, SFAS No. 88 and SFAS No. 106" ("SFAS No. 132 (revised 2003)"). This
Statement  revises   employers'   disclosures  about  pension  plans  and  other
postretirement  benefit plans. It does not change the measurement or recognition
of those plans  required by SFAS No. 87,  "Employers'  Accounting for Pensions,"
SFAS No. 88, "Employers'  Accounting for Settlements and Curtailments of Defined
Benefit  Pension  Plans  and  for  Termination  Benefits,"  and  SFAS  No.  106,
"Employers'  Accounting for  Postretirement  Benefits Other Than Pensions." This
Statement  retains  the  disclosure  requirements  contained  in SFAS  No.  132,
"Employers' Disclosures About Pensions and Other Postretirement Benefits," which
it  replaces.  It  requires  additional  disclosures  to those  in the  original
Statement 132 about  assets,  obligations,  cash flows and net periodic  benefit
cost of defined benefit  pension plans and other defined benefit  postretirement
plans.  This Statement is effective for financial  statements  with fiscal years
ending after December 15, 2003 and interim periods  beginning after December 15,
2003. Adoption of this Statement did not have a material impact on the Company's
consolidated financial statements.

      In December 2003, the American  Institute of Certified Public  Accountants
("AICPA") issued Statement of Position 03-3 ("SOP 03-3") "Accounting for Certain
Loans or Debt  Securities  Acquired  in a  Transfer."  SOP 03-3  requires  loans
acquired  through a transfer,  such as


                                       6
<PAGE>

a business  combination,  where there are differences in expected cash flows and
contractual cash flows due in part to credit quality be recognized at their fair
value.  The excess of contractual  cash flows over expected cash flows is not to
be recognized as an adjustment of yield, loss accrual,  or valuation  allowance.
Valuation  allowances  cannot  be  created  or  "carried  over"  in the  initial
accounting  for loans  acquired  in a  transfer  on loans  subject  to SFAS 114,
"Accounting  by Creditors  for  Impairment of a Loan." This SOP is effective for
loans acquired in fiscal years  beginning  after  December 15, 2004,  with early
adoption encouraged.  The adoption of SOP 03-3 did not have a material impact on
the Company's financial position or results of operations.

      In  December  2004,   the  FASB  issued  SFAS  No.  123  (revised   2004),
"Share-Based  Payment" ("SFAS 123R").  This Statement revises FASB Statement No.
123,  "Accounting for Stock Based  Compensation"  and supersedes APB Opinion No.
25,  "Accounting for Stock Issued to Employees," and its related  implementation
guidance.  SFAS  123R  requires  that the cost  resulting  from all  share-based
payment transactions be recognized in the consolidated financial statements.  It
establishes   fair  value  as  the  measurement   objective  in  accounting  for
share-based payment arrangements and requires all entities to apply a fair-value
based measurement method in accounting for share-based payment transactions with
employees except for equity  instruments held by employee share ownership plans.
This  Statement  is effective  for the Company as of the  beginning of the first
interim or annual  reporting  period that begins after  December  15, 2005.  The
additional annual  compensation cost for the Company's stock options outstanding
at June 30,  2005 that is expected to be  recognized  in fiscal year 2007,  as a
result of the adoption of SFAS No. 123R, is approximately $143,000 before taxes.
SFAS No. 123R will have no material effect on the Company's  financial condition
or cash flows.

NOTE 5 - Stock-Based Incentive Plan

      At June 30, 2005, the Company maintained a stock-based incentive plan. The
Company  accounts for the plan under the recognition and measurement  principles
of APB Opinion No. 25,  "Accounting  for Stock Issued to Employees," and related
Interpretations.  Statement of Financial  Accounting  Standards  (SFAS) No. 123,
(amended  2004),  "Share-Based  Payments"  ("SFAS 123R") requires the Company to
recognize the cost resulting from all  share-based  payment  transactions in the
consolidated  financial  statements  as of the beginning of the first interim or
annual  reporting  period that begins after  December  15, 2005.  At that point,
compensation  cost will be  measured at the grant date based on the value of the
award and will be  recognized  over the  service  period,  which is usually  the
vesting period. However, until the required implementation date of SFAS 123R, an
entity is  permitted  to continue to measure  compensation  cost for those plans
using the intrinsic  value based method of  accounting  prescribed by Accounting
Principles  Board  Opinion  ("APB")  No.  25,  "Accounting  for Stock  Issued to
Employees,"  whereby  compensation  cost is the  excess,  if any,  of the quoted
market price of the stock at the grant date (or other measurement date) over the
amount an employee must pay to acquire the stock. Stock options issued under the
Company's  stock-based incentive plan have no intrinsic value at the grant date,
and under Opinion No. 25 no compensation cost is recognized for them.

      The  compensation  cost  that  has been  charged  against  income  for the
granting  of stock  awards  under the plan was $28,000 and $27,000 for the three
months ended June 30, 2005 and 2004, respectively.


                                       7
<PAGE>

      The following  table  illustrates  the effect on net income if the Company
had applied the fair value  recognition  provisions of SFAS 123R to  stock-based
employee compensation for the three months ended June 30, 2005 and 2004.

                                                     Quarter Ended
                                                        June 30,
                                                   -----------------
(Dollars in thousands, except per share data)        2005      2004
                                                   -------   -------
Net income, as reported                            $   336   $   240
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects              30        20
                                                   -------   -------

Pro forma net income                               $   306   $   220
                                                   -------   -------
Earnings per share:
  Basic - as reported                              $  0.15   $  0.11
  Basic - pro forma                                $  0.14   $  0.10
  Diluted - as reported                            $  0.15   $  0.11
  Diluted - pro forma                              $  0.14   $  0.10
--------------------------------------------------------------------

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, 2005 and 2004,
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 which could have a material adverse effect on the
operations of the Company and its  subsidiary  include,  but are not limited to,
changes  in:  interest  rates,  general  economic  conditions,  legislation  and
regulations,  monetary  and fiscal  policies of the U.S.  government,  including
policies of the U.S.  Treasury  and the Federal  Reserve  Board,  the quality or
composition  of the loan or  investment  portfolios,  demand for loan  products,
deposit  flows,  competition,  demand for  financial  services in the  Company's
market  area  and  accounting   principles  and  guidelines.   These  risks  and
uncertainties should be considered in evaluating  forward-looking statements and
undue  reliance  should not be placed on such  statements.  Further  information
concerning the Company and its business, including additional factors that could
materially affect the Company's  financial results, is included in the Company's
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


                                       8
<PAGE>

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, 2005 and March 31, 2005

Assets

      Assets were $223.4 million at June 30, 2005, an increase of $10.2 million,
or 4.8%,  compared to $213.2  million at March 31, 2005.  The increase in assets
was primarily the result of a $6.3 million increase in net loans, a $3.1 million
increase   in  cash  and  cash   equivalents,   and  a  $579,000   increase   in
available-for-sale  securities.  The $6.3  million  increase  in net  loans  was
primarily the result of a $3.8 million increase in commercial real estate loans,
a  $1.3  million  increase  in  commercial  loans  and a  $949,000  increase  in
construction  loans. The increase in cash and cash equivalents was primarily due
to a $2.1  million  increase in federal  funds sold to $7.7  million at June 30,
2005 to provide for future loan  disbursements.  Management made the decision to
take advantage of favorable rates and borrow from the Federal Home Loan Bank.

Allowance for Loan Losses

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

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

      The table below indicates the relationships between the allowance for loan
losses,  total loans  outstanding and  nonperforming  loans at June 30, 2005 and
March 31, 2005, respectively.

                                    June 30, 2005 March 31, 2005
                                    ------------- --------------
                                      (Dollars in thousands)
      Allowance for loan losses        $  1,467     $  1,437
      Gross loans Outstanding           140,686      134,334
      Non-accural loans                     470          464
      Allowance/ Loans outstanding         1.04%        1.07%
      Allowance/ Nonperforming loans     312.13%      309.70%


                                       9
<PAGE>

Past due and Nonperforming Loans

      The following table sets forth information regarding past due loans:

                                         June 30, 2005 March 31, 2005
                                         ------------- --------------
                                                (In thousands)
      Past due 30 days through 89 days      $  340         $2,393
      Past due 90 days or more                 140            420

      The decrease in loans past due 30 through 89 days was due to the fact that
there were thirty days in June as opposed to 31 days in March.  Accordingly as a
large  percentage of loans are due on the first of each month, at June 30, 2005,
certain  loans that  otherwise  would be included in this  category were only 29
days past due.  The  decrease in total loans past due 90 days or more was caused
by the reduction of past due commercial  loans as the loans were repaid once the
properties or businesses were sold.

Liabilities

      Total  liabilities  were $194.5  million at June 30, 2005,  an increase of
$9.7  million,  or 5.3%,  compared  to $184.8  million  at March 31,  2005.  The
increase in  liabilities  was caused  primarily  by a $6.0  million  increase in
Federal Home Loan Bank advances and a $3.7 million  increase in total  deposits.
Management  made the decision to take  advantage of  lower-cost  borrowings  and
increase  their Federal Home Loan Bank advances to fund loan  originations.  The
new advances are amortizing with terms ranging from 5 years to 10 years.

Stockholders' Equity

      Total stockholders' equity increased $522,000 to $29.0 million at June 30,
2005 from $28.4 million at March 31, 2005. The increase was caused  primarily by
$336,000 in net income, a $205,000 decrease in accumulated  other  comprehensive
loss and a $28,000  decrease in unearned shares due to the vesting of restricted
shares, partially offset by a dividend payment of $47,000.

  Comparison of Operating Results for the Quarter Ended June 30, 2005 and 2004

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  consist  of  employee
compensation and benefits,  occupancy and equipment expense,  advertising,  data
processing, professional fees and other operating expense.

Net Income


                                       10
<PAGE>

      For the three months ended June 30, 2005, the Company  reported net income
of $336,000,  an increase of $96,000 compared to the year ago period.  Basic and
diluted  earnings per share for the quarter ended June 30, 2005 were both $0.15,
and for the quarter  ended June 30, 2004 were both  $0.11.  The  increase in net
income was due  primarily  to a $179,000  increase in net  interest and dividend
income,  a $28,000  decrease  in the  provision  for loan  losses  and a $22,000
increase  in  noninterest  income,  partially  offset by a $74,000  increase  in
noninterest expense and a $59,000 increase in income taxes.

Net Interest and Dividend Income

      Net interest and dividend  income for the three months ended June 30, 2005
totaled $1.9 million  compared to $1.8 million for the same period in 2004. This
represented  an increase of $179,000 or 10.2%.  The change in net  interest  and
dividend   income  was   primarily   due  to  a  $16.3   million   increase   in
interest-earning  assets,  partially  offset  by an $11.4  million  increase  in
interest-bearing  liabilities  levels.  The net interest  margin  increased from
3.79% for the quarter  ended June 30,  2004 to 3.81% for the quarter  ended June
30, 2005.

      Interest and dividend income amounted to $2.8 million and $2.5 million for
the  three  months  ended  June  30,  2005  and  2004,   respectively.   Average
interest-earning assets were $204.2 million for the quarter ended June 30, 2005,
an  increase  of $16.6  million,  or 8.9%,  compared  to $187.6  million for the
quarter  ended June 30, 2004.  The increase in average  interest-earning  assets
resulted primarily from the growth in the loan portfolio and federal funds sold.
The yield earned on average assets increased to 5.45% for the three months ended
June 30,  2005 from 5.30% for the three  months  ended June 30,  2004 due to the
increase in short-term rates and the growth in higher-yielding loans.

      Interest expense for the quarter was $847,000, an increase of $138,000, or
19.5%,  from the  $709,000  reported  in the same  quarter  last  year.  Average
interest-bearing  liabilities  grew $11.4 million  during the quarter ended June
30, 2005 from $163.0 million to $174.4 million  primarily due to an $8.9 million
increase  in Federal  Home Loan Bank  advances  and a $3.2  million  increase in
repurchase  agreements,  partially  offset by a $1.5  million  decrease in total
interest-bearing deposits. The average rate paid on interest-bearing liabilities
increased to 1.93% for the quarter  ended March 31, 2005 from 1.74% for the year
ago period,  due primarily to the $8.9 million  increase in the generally higher
rate Federal Home Loan Bank advances.

Provision for Loan Losses

      The  provision  for loan losses for the  quarters  ended June 30, 2005 and
2004 was $32,000 and $60,000,  respectively. The Company recorded no charge-offs
or recoveries for the quarter ended June 30, 2005. The decrease in the provision
for loan losses was caused primarily by the decrease in non-accrual loans due to
lower  loans past due 90 days or more,  offset by loan  growth  particularly  in
higher-risk construction and commercial loans.

Noninterest Income

      For the  quarter  ended June 30,  2005,  noninterest  income was  $185,000
compared to $163,000 in the same quarter a year ago. The increase in noninterest
income was primarily  due to an increase of $42,000 in deposit  related fees due
to increased  transactions and more deposit accounts. The increase was partially
offset by an $11,000  decrease in gain on sales and calls of  investments  and a
$7,000 decrease in other income.


                                       11
<PAGE>

Noninterest Expense

      Noninterest  expense for the quarter ended June 30, 2005 was $1.6 million,
an increase of $74,000, or 5.0%, from $1.5 million in the quarter ended June 30,
2004.  Salaries and employee benefits  increased  $23,000,  or 2.6%,  reflecting
normal  salary  increases and higher costs for employee  benefits.  Professional
fees increased  $21,000,  occupancy and equipment  expense increased $34,000 and
data processing expense increased $8,000, partially offset by a $10,000 decrease
in stationery and supply expense, and an $8,000 decrease in other expense.

Provision for Income Taxes

      Reflecting the increase in pretax net income, the income tax provision for
the quarter  ended June 30,  2005 was  $183,000  compared  to  $124,000  for the
quarter ended June 30, 2004.  The effective tax rate increased  marginally  from
34.1% for the quarter ended June 30, 2004 to 35.3% for the current year quarter.

Liquidity and Capital Resources

      The  term  liquidity  refers  to  the  ability  of  the  Company  and  the
Association to meet current and future  short-term  financial  obligations.  The
Company and the Association  further define liquidity as the ability to generate
adequate  amounts of cash to fund loan  originations,  deposit  withdrawals  and
operating expenses.  Liquidity management is both a daily and long-term function
of business  management.  The Company's main source of liquidity is the proceeds
it  retained  from its stock  offering.  The  Association's  primary  sources of
liquidity are deposits, scheduled amortization and prepayments of loan principal
and  mortgage-related  securities,  funds provided by operations and borrowings.
The  Association  can  borrow  funds  from the  Federal  Home Loan Bank based on
eligible  collateral of loans and  securities.  The Association had Federal Home
Loan Bank borrowings as of June 30, 2005 of $21.6 million with unused  borrowing
capacity of $37.7 million.

      The  Association's  primary  investing  activities are the  origination of
loans and the purchase of mortgage and investment  securities.  During the three
months ended June 30, 2005 and 2004, the Association  originated  loans,  net of
principal paydowns of approximately $6.4 million and $2.4 million, respectively.
Purchases of  investment  securities  totaled $4.4 million and $10.2 million for
the three months ended June 30, 2005 and 2004, 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 $166.7 million at June 30,
2005, a $3.7 million increase from the $163.0 million balance at March 31, 2005.

      At June 30, 2005, the Association had outstanding commitments to originate
$3.1 million of loans,  and available home equity and unadvanced lines of credit
and  construction  loans  of  approximately  $12.1  million.  Management  of the
Association  anticipates  that it will have sufficient funds to meet its current
loan  commitments.  Retail  certificates of deposits  scheduled to mature in one
year or less at June 30, 2005 totaled $45.9 million.  The Association  relies on
competitive  rates,  customer  service  and  long-standing   relationships  with
customers to retain


                                       12
<PAGE>

deposits.  Based on the  Association's  experience  with deposit  retention  and
current  retention  strategies,  management  believes  that,  although it is not
possible to predict  future terms and  conditions  upon  renewal,  a significant
portion of such deposits will remain with the Association.

      The Association was well-capitalized at June 30, 2005 and exceeded each of
the applicable  regulatory  capital  requirements  at such date. The table below
presents the capital required as a percentage of total assets and the percentage
and the total amount of capital maintained at June 30, 2005.

(dollars in thousands)
                                 Required          Association
                                 --------       ----------------
Tier 1 Capital                       4%         $25,362   11.44%
Total Risk-Based Capital             8%         $26,829   22.47%
Tier 1 Risk-Based Capital            4%         $26,829   21.24%

      Except for the capital to be raised in connection  with the  conversion of
the Association  from the mutual holding company  structure to the stock holding
company  structure  announced on July 11, 2005,  management  is not aware of any
known trends, events or uncertainties that will have or are reasonably likely to
have a material effect on the Company's or the Association's liquidity,  capital
or  operations,  nor is  management  aware  of any  current  recommendations  by
regulatory  authorities  which, if implemented,  would have a material effect on
the Company's or the Association's liquidity, capital or operations.

Off-Balance Sheet Arrangements

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

      For the three months ended June 30, 2005,  the  Association  engaged in no
off-balance  sheet  transactions  reasonably likely to have a material effect on
our financial condition, results of operations or cash flows.

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

      The Company's  management,  including the  Company's  principal  executive
officer and principal financial officer, have evaluated the effectiveness of the
Company's  "disclosure controls and procedures," as such term is defined in Rule
13a-15(e)  promulgated  under the  Securities  Exchange Act of 1934, as amended,
(the  "Exchange  Act").  Based upon their  evaluation,  the principal  executive
officer and principal  financial  officer  concluded  that, as of the end of the
period covered by this report,  the Company  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


                                       13
<PAGE>

Company's  management,  including its principal  executive officer and principal
financial officer,  as appropriate to allow timely decisions  regarding required
disclosure.

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

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.
         -----------------

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

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

      The Company did not  repurchase its common stock in the quarter ended June
30, 2005. Further, the Company does not have publicly announced stock repurchase
programs outstanding.

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

      None.

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

      None.

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

      None.

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

      3.1     Charter of New England Bancshares, Inc. (Included in Exhibit 2.1)*
      3.2     Bylaws of New England Bancshares, Inc. (Included in Exhibit 2.1)**
      4.1     Specimen stock certificate of New England Bancshares, Inc.*
      31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
      31.2    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
      32.1    Section 1350 Certification of Chief Executive Officer
      32.2    Section 1350 Certification of Chief Financial Officer

      -----------------------------

      *     Incorporated  by  reference  into  this  document  from New  England
            Bancshares,  Inc.'s  Form  SB-2  as  filed  on  February  15,  2002,
            Registration  Statement  filed  under  the  Securities  Act of 1933,
            Registration No. 333-63271

      **    Incorporated  by reference  into this  document from the Exhibits to
            the Form 10-QSB for the quarter ended December 31, 2003.


                                       14
<PAGE>


                                   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 5, 2005         By: /s/ Scott D. Nogles
       --------------             -------------------------------------
                                  Scott D. Nogles
                                  Chief Financial Officer


Dated: August 5, 2005         By: /s/ David J. O'Connor
       --------------             -------------------------------------
                                  David J. O'Connor
                                  President and Chief Executive Officer



                                       15