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

                                   FORM 10-QSB
(Mark One)

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

                For the quarterly period ended September 30, 2005

                                       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)

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

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 |_|

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

      The Issuer had 2,257,651 shares of common stock, par value $0.01 per
share, outstanding as of November 10, 2005.

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

<PAGE>

                          NEW ENGLAND BANCSHARES, INC.
                                   FORM 10-QSB

                                      INDEX

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

Item 1.  Financial Statements

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

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

         Condensed Consolidated Statements of Cash Flows for the
         Six Months Ended September 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..........................    7

Item 3.  Controls and Procedures............................................................   16

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings..................................................................   16
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds........................   16
Item 3.  Defaults Upon Senior Securities....................................................   16
Item 4.  Submission of Matters to a Vote of Security Holders................................   17
Item 5.  Other Information..................................................................   17
Item 6.  Exhibits...........................................................................   17

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

<PAGE>

                          Part I. FINANCIAL INFORMATION

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

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

<TABLE>
<CAPTION>
                                                                                        September 30,         March 31,
                                                                                            2005               2005
                                                                                        -------------      ------------
ASSETS:                                                                                  (Unaudited)
------
<S>                                                                                     <C>                <C>
Cash and due from banks ..........................................................      $      3,876       $      4,412
Interest-bearing demand deposits with other banks ................................               313                240
Federal funds sold ...............................................................             2,575              5,575
Money market mutual funds ........................................................             3,714              6,317
                                                                                        ------------       ------------
         Total cash and cash equivalents .........................................            10,478             16,544
Interest-bearing time deposits with other banks ..................................             5,502              5,902
Investments in available-for-sale securities (at fair value) .....................            48,214             46,585
Federal Home Loan Bank stock, at cost ............................................             1,416              1,126
Loans, net of allowance for loan losses of $1,517 as of September 30, 2005 and
   $1,437 as of March 31, 2005 ...................................................           143,164            132,557
Premises and equipment, net ......................................................             2,275              2,067
Accrued interest receivable ......................................................               962                896
Deferred income taxes, net .......................................................               857                852
Cash surrender value of life insurance ...........................................             3,979              3,905
Identifiable intangible assets ...................................................               731                775
Goodwill .........................................................................             1,090              1,090
Other assets .....................................................................             1,232                903
                                                                                        ------------       ------------
         Total assets ............................................................      $    219,900       $    213,202
                                                                                        ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Deposits:
     Noninterest-bearing .........................................................      $     13,001       $     13,562
     Interest-bearing ............................................................           148,736            149,429
                                                                                        ------------       ------------
         Total deposits ..........................................................           161,737            162,991
Advanced payments by borrowers for taxes and insurance ...........................               628                644
Federal Home Loan Bank advances ..................................................            20,969             15,620
Securities sold under agreements to repurchase ...................................             5,512              4,244
Due to broker ....................................................................               806                278
Other liabilities ................................................................             1,058                986
                                                                                        ------------       ------------
         Total liabilities .......................................................           190,710            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 .............................................................            17,734             17,125
   Accumulated other comprehensive loss ..........................................              (331)              (417)
   Unearned ESOP shares, 51,664 and 51,664 shares ................................              (517)              (517)
   Unearned shares, stock-based incentive plan, 21,853 shares ....................              (266)              (322)
                                                                                        ------------       ------------
         Total stockholders' equity ..............................................            29,190             28,439
                                                                                        ------------       ------------
         Total liabilities and stockholders' equity ..............................      $    219,900       $    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       Six Months Ended
                                                                                             September 30,           September 30,
                                                                                             -------------           -------------
                                                                                           2005        2004        2005        2004
                                                                                           ----        ----        ----        ----
<S>                                                                                       <C>         <C>         <C>         <C>
Interest and dividend income:
      Interest on loans ............................................................      $2,252      $1,961      $4,393      $3,910
      Interest and dividends on securities:
         Taxable ...................................................................         416         384         827         731
         Tax-exempt ................................................................          62          45         124          86
      Dividends on Federal Home Loan Bank stock ....................................          15           8          29          14
      Interest on federal funds sold, interest-bearing deposits and dividends
          on money market mutual funds .............................................         140         127         288         243
                                                                                          ------      ------      ------      ------
         Total interest and dividend income ........................................       2,885       2,525       5,661       4,984
                                                                                          ------      ------      ------      ------

Interest expense:
      Interest on deposits .........................................................         669         654       1,308       1,270
      Interest on advanced payments by borrowers for
          taxes and insurance ......................................................           2          --           5          --
      Interest on Federal Home Loan Bank advances ..................................         215          86         398         176
      Interest on securities sold under agreements to repurchase ...................          34          10          56          13
                                                                                          ------      ------      ------      ------
         Total interest expense ....................................................         920         750       1,767       1,459
                                                                                          ------      ------      ------      ------
         Net interest and dividend income ..........................................       1,965       1,775       3,894       3,525
Provision for loan losses ..........................................................          53          64          85         124
                                                                                          ------      ------      ------      ------
         Net interest and dividend income after provision for loan losses ..........       1,912       1,711       3,809       3,401
                                                                                          ------      ------      ------      ------

Noninterest income:
      Service charges on deposit accounts ..........................................         130         126         253         208
      Gain on sales and calls of investments, net ..................................          17          18          22          34
      Increase in cash surrender value of life insurance policies ..................          35          46          69          82
      Other income .................................................................          30          45          53          75
                                                                                          ------      ------      ------      ------
         Total noninterest income ..................................................         212         235         397         399
                                                                                          ------      ------      ------      ------
Noninterest expense:
      Salaries and employee benefits ...............................................         902         918       1,806       1,799
      Occupancy and equipment expense ..............................................         224         203         473         419
      Advertising and promotion ....................................................          56          38         102          77
      Professional fees ............................................................          57          32         123          77
      Data processing expense ......................................................          74          69         144         131
      Stationery and supplies ......................................................          18          22          37          52
      Amortization of identifiable intangible assets ...............................          22          23          44          44
      Other expense ................................................................         208         209         396         404
                                                                                          ------      ------      ------      ------
         Total noninterest expense .................................................       1,561       1,514       3,125       3,003
                                                                                          ------      ------      ------      ------
         Income before income taxes ................................................         563         432       1,081         797
Income taxes .......................................................................         194         134         376         259
                                                                                          ------      ------      ------      ------
         Net income ................................................................      $  369      $  298      $  705      $  538
                                                                                          ======      ======      ======      ======

   Earnings per share:
            Basic ..................................................................      $ 0.17      $ 0.14      $ 0.32      $ 0.25
            Diluted ................................................................      $ 0.16      $ 0.13      $ 0.32      $ 0.24
</TABLE>

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


                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                              Six Months Ended
                                                                                                                September 30,
                                                                                                            2005              2004
                                                                                                          --------         --------
<S>                                                                                                       <C>              <C>
Cash flows from operating activities:
      Net income .................................................................................        $    705         $    538
      Adjustments to reconcile net income to net cash provided by operating activities:
            Net accretion of fair value adjustments ..............................................             (43)             (41)
            Amortization of securities, net ......................................................              85              106
            Gain on sales and calls of investments, net ..........................................             (22)             (34)
            Provision for loan losses ............................................................              85              124
            Change in deferred loan origination fees .............................................             (16)             (15)
            Depreciation and amortization ........................................................             164              145
            Increase in accrued interest receivable ..............................................             (66)             (61)
            Deferred income tax benefit ..........................................................             (60)             (71)
            Increase in cash surrender value life insurance policies .............................             (69)             (82)
            (Increase) decrease in prepaid expenses and other assets .............................            (338)             120
            Amortization of identifiable intangible assets .......................................              44               44
            Increase in accrued expenses and other liabilities ...................................              72              150
            Compensation cost for stock-based incentive plan .....................................              56               55
                                                                                                          --------         --------

      Net cash provided by operating activities ..................................................             597              978
                                                                                                          --------         --------

Cash flows from investing activities:
            Purchases of available-for-sale securities ...........................................          (8,409)         (17,378)
            Proceeds from sales of available-for-sale securities .................................           3,639            3,726
            Proceeds from maturities of available-for-sale securities ............................           3,747            7,876
            Purchases of Federal Home Loan Bank stock ............................................            (290)              --
            Loan originations and principal collections, net .....................................         (10,681)          (3,648)
            Purchases of interest bearing time deposits with other banks .........................            (292)              --
            Proceeds from maturities of interest bearing time deposits with other banks ..........             692            1,028
            Investments in life insurance policies ...............................................              (5)              (5)
            Capital expenditures - premises and equipment ........................................            (363)             (64)
                                                                                                          --------         --------

            Net cash used in investing activities ................................................         (11,962)          (8,465)
                                                                                                          --------         --------

Cash flows from financing activities:
            Net (decrease) increase in demand, NOW, MMDA and savings accounts ....................          (1,673)           1,714
            Net increase in time deposits ........................................................             467            1,222
            Net decrease in advanced payments by borrowers for taxes and insurance ...............             (16)             (94)
            Proceeds from Federal Home Loan Bank long-term advances ..............................           6,500            2,000
            Principal payments on Federal Home Loan Bank long-term advances ......................          (1,151)          (2,125)
            Net increase in securities sold under agreement to repurchase ........................           1,268            2,725
            Payments of cash dividends on common stock ...........................................             (96)              --
                                                                                                          --------         --------

Net cash provided by financing activities ........................................................           5,299            5,442
                                                                                                          --------         --------

Net increase in cash and cash equivalents ........................................................          (6,066)          (2,045)
Cash and cash equivalents at beginning of period .................................................          16,544           19,679
                                                                                                          --------         --------
Cash and cash equivalents at end of period .......................................................        $ 10,478         $ 17,634
                                                                                                          ========         ========

Supplemental disclosures:

            Interest paid ........................................................................        $  1,752         $  1,464
            Income taxes paid ....................................................................             534              190
</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 of America.

NOTE 3 - Earnings Per Share (EPS)

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

<TABLE>
<CAPTION>
                                                    Quarter Ended                 Six Months Ended
                                                    September 30,                   September 30,
                                                 ------------------             --------------------
(In thousands, except per share data)             2005        2004                2005          2004
                                                 ------      ------             ------        ------
<S>                                              <C>         <C>                <C>           <C>
Net income                                       $  369      $  298             $  705        $  538
Weighted average common shares
  outstanding for computation of basic
  EPS                                             2,184       2,170              2,184         2,170
Effect of dilutive stock options and
  stock awards                                       59          45                 45            47
                                                 ------      ------             ------        ------
Weighted average common shares for
  computation of diluted EPS                      2,243       2,215              2,229         2,217
                                                 ------      ------             ------        ------
Earnings per share:
  Basic                                          $ 0.17      $ 0.14             $ 0.32        $ 0.25
  Diluted                                        $ 0.16      $ 0.13             $ 0.32        $ 0.24
----------------------------------------------------------------------------------------------------
</TABLE>

NOTE 4 - Recent Accounting Pronouncements

      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


                                       5
<PAGE>

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 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 September  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 September  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  Payment"  ("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


                                       6
<PAGE>

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  $56,000  and $55,000 for the six
months ended September 30, 2005 and 2004, respectively.

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

<TABLE>
<CAPTION>
                                                            Quarter Ended       Six Months Ended
                                                            September 30,        September 30,
                                                          ----------------      ----------------
(Dollars in thousands, except per share data)              2005      2004       2005       2004
                                                          -----      -----      -----      -----
<S>                                                       <C>        <C>        <C>        <C>
Net income, as reported                                   $ 369      $ 298      $ 705      $ 538
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects                   31         31         61         58
                                                          -----      -----      -----      -----
Pro forma net income                                      $ 338      $ 267      $ 644      $ 480
                                                          -----      -----      -----      -----
Earnings per share:
  Basic - as reported                                     $0.17      $0.14      $0.32      $0.25
  Basic - pro forma                                       $0.15      $0.12      $0.29      $0.22
  Diluted - as reported                                   $0.16      $0.13      $0.32      $0.24
  Diluted - pro forma                                     $0.15      $0.12      $0.29      $0.22
------------------------------------------------------------------------------------------------
</TABLE>

Conversion

On July 11, 2005, the Boards of Directors of Enfield Mutual Holding Company, the
Association  and the Company  adopted a Plan of  Conversion  and  Reorganization
pursuant to which the  Association  will convert from the mutual holding company
form of organization  into the stock holding company form of  organization.  The
Plan  of  Conversion  and  Reorganization  involves  the  formation  of a  newly
organized   Maryland   corporation  to  become  the  holding   company  for  the
Association.  Pursuant to the Plan of  Conversion  and  Reorganization,  the new
holding  company  will  offer  for  sale  shares  of  its  common  stock  to the
Association's depositors,  members of the community, current stockholders of the
Company  and the  Association's  employee  stock  ownership  plan.  The  Plan of
Conversion  and  Reorganization  further  provides for exchange of shares of the
Company  for shares of the new holding  company.  The  conversion  is subject to
approval by regulatory authorities and members of Enfield Mutual Holding Company
and shareholders of the Association.

At  the  completion  of  the  conversion,   the  Association  will  establish  a
liquidation account in the amount equal to the greater of Enfield Mutual Holding
Company's  ownership  interest in the retained earnings of the Company as of the
date of its latest  balance  sheet  contained in the  prospectus or the retained
earnings of the  Association at the time it reorganized  into the mutual holding
company form in 2002. The liquidation account will be maintained for the benefit
of certain  account  holders who maintain  deposit  accounts in the  Association
after the conversion.  Following  completion of the conversion,  the Association
may not declare,  pay a cash dividend on, or repurchase any of its common stock,
if the effect  thereof  would cause  retained  earnings to be reduced  below the
amount required for the liquidation account.


                                       7
<PAGE>

The costs of using the common stock will be deferred and deducted  from the sale
proceeds of the offering. If the conversion is unsuccessful,  all deferred costs
will be charged to  operations.  Through  September  30,  2005 the  Company  had
incurred $144,000 associated with the offering.

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

      The following  analysis  discusses changes in the financial  condition and
results of  operations  at and for the three and six months ended  September 30,
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 be made to any  forward-looking  statements to
reflect events or circumstances  after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.

      Comparison of Financial Condition at September 30, 2005 and March 31, 2005

Assets

      Assets were $219.9  million at  September  30,  2005,  an increase of $6.7
million,  or 3.1%, compared to $213.2 million at March 31, 2005. The increase in
assets was primarily the result of a $10.6 million  increase in net loans, and a
$1.6 million increase in  available-for-sale  securities,  partially offset by a
$6.1 million decrease in cash and cash  equivalents.  The $10.6 million increase
in net loans was primarily  the result of a $4.1 million  increase in commercial
real  estate  loans,  a $2.0  million  increase in  commercial  loans and a $4.6
million increase in one-to four-family  residential mortgage loans. The decrease
in cash and cash  equivalents  was primarily  due


                                       8
<PAGE>

to a $3.0 million  decrease in federal funds sold and a $2.6 million decrease in
money market mutual funds, which were used to fund loan growth.

Allowance for Loan Losses

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

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

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

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

                                         September 30, 2005    March 31, 2005
                                         ------------------    --------------
                                                 (Dollars in thousands)
      Allowance for loan losses                $  1,517           $  1,437
      Gross loans Outstanding                   145,006            134,334
      Non-accrual loans                             732                464
      Allowance/ Loans outstanding                 1.05%              1.07%
      Allowance/ Nonperforming loans             207.24%            309.70%

Past due and Nonperforming Loans

      The following table sets forth information regarding past due loans:

                                        September 30, 2005     March 31, 2005
                                        ------------------     --------------
                                                     (In thousands)
Past due 30 days through 89 days                 $976               $2,393
Past due 90 days or more                           --                  420


                                       9
<PAGE>

      The decrease in loans past due 30 through 89 days was due to the fact that
there were thirty days in September as opposed to 31 days in March.  Accordingly
as a large  percentage of loans are due on the first of each month, at September
30, 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 $190.7 million at September 30, 2005, an increase
of $5.9  million,  or 3.2%,  compared to $184.8  million at March 31, 2005.  The
increase in  liabilities  was caused  primarily  by a $5.3  million  increase in
Federal Home Loan Bank  advances,  a $1.3 million  increase in  securities  sold
under  agreement to  repurchase,  and a $528,000  increase in the due to broker,
partially offset by a $1.3 million decrease in total deposits. Federal Home Loan
Bank advances increased $5.3 million,  or 34.2%, from $15.6 million at March 31,
2005 to $21.0 million at September  30, 2005, as additional  funds were borrowed
with  durations  between  five and ten years to manage our  interest  rate risk.
Securities sold under agreements to repurchase increased $1.3 million, or $29.9%
from $4.2 million at March 31, 2005 to $5.5 million at September  30, 2005.  The
borrowings were used to fund asset growth.  Deposits increased $1.3 million,  or
0.8%,  from $163.0  million at March 31, 2005 to $161.7 million at September 30,
2005,  due  primarily  to a  decrease  in  savings  accounts  due  to  increased
competition in our marketplace and disintermediation.

Stockholders' Equity

      Total  stockholders'   equity  increased  $751,000  to  $29.2  million  at
September 30, 2005 from $28.4 million at March 31, 2005. The increase was caused
by $705,000 in net income, a $86,000 decrease in accumulated other comprehensive
loss and a $56,000  decrease in unearned shares due to the vesting of restricted
shares, partially offset by a dividend payment of $96,000.

      Comparison of Operating  Results for the Quarter Ended  September 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

      For the three months ended  September 30, 2005,  the Company  reported net
income of  $369,000,  an  increase  of $71,000  compared to the year ago period.
Basic and diluted  earnings per share for the quarter  ended  September 30, 2005
were $0.17 and $0.16, respectively, and for


                                       10
<PAGE>

the quarter  ended  September 30, 2004 were $0.14 and $0.13,  respectively.  The
increase in net income was due primarily to a $190,000  increase in net interest
and dividend  income,  and an $11,000 decrease in the provision for loan losses,
partially offset by a $47,000 increase in noninterest expense a $60,000 increase
in income taxes, and a $23,000 decrease in noninterest income.

Net Interest and Dividend Income

      Net interest and dividend  income for the three months ended September 30,
2005 totaled $2.0 million  compared to $1.8 million for the same period in 2004.
This  represented  an increase of $190,000 or 10.7%.  The change in net interest
and  dividend  income  was  primarily  due  to  a  $13.3  million   increase  in
interest-earning  assets,  partially  offset  by a  $10.6  million  increase  in
interest-bearing  liabilities  levels.  The net interest  margin  increased from
3.73% for the quarter  ended  September  30, 2004 to 3.87% for the quarter ended
September 30, 2005.

      Interest and dividend income amounted to $2.9 million and $2.5 million for
the three  months  ended  September  30,  2005 and 2004,  respectively.  Average
interest-earning  assets were $204.6 million for the quarter ended September 30,
2005, an increase of $13.3 million,  or 7.0%, compared to $191.3 million for the
quarter  ended  September  30, 2004.  The  increase in average  interest-earning
assets  resulted  primarily  from the  growth in the loan  portfolio,  partially
offset by a decrease  in  federal  funds  sold and other  categories.  The yield
earned on average assets increased to 5.66% for the three months ended September
30, 2005 from 5.28% for the three months ended  September 30, 2004 due primarily
to the increase in short-term rates and the growth in higher-yielding loans.

      Interest expense for the quarter was $920,000, an increase of $170,000, or
22.7%,  from the  $750,000  reported  in the same  quarter  last  year.  Average
interest-bearing  liabilities  grew  $10.6  million  during  the  quarter  ended
September  30, 2005 from $165.9  million to $176.5  million  primarily  due to a
$12.2 million increase in the average balance of Federal Home Loan Bank advances
and a $2.9  million  increase in the average  balance of  securities  sold under
agreements to  repurchase,  partially  offset by a $4.6 million  decrease in the
average  balance of total  interest-bearing  deposits.  The average rate paid on
interest-bearing  liabilities increased to 2.07% for the quarter ended September
30, 2005 from 1.79% for the year ago period,  due  primarily  to the increase in
the Federal Home Loan Bank advances, which carry higher rates than deposits.

Provision for Loan Losses

      The  provision for loan losses for the quarters  ended  September 30, 2005
and 2004 was $53,000 and $64,000,  respectively.  The additions to the allowance
for loan losses reflected  continued growth in the loan portfolio.  The decrease
in the  provision  for loan losses  reflected  continued  strong asset  quality,
represented  in part, by a decrease in loans due 90 days or more and the Company
only recording  $4,000 in  charge-offs  and $1,000 in recoveries for the quarter
ended September 30, 2005.

Noninterest Income

      For the quarter ended September 30, 2005,  noninterest income was $212,000
compared to $235,000 in the same quarter a year ago. The decrease in noninterest
income was primarily due to a decrease of $15,000 in other income and an $11,000
decrease  in  increase  in cash


                                       11
<PAGE>

surrender value of life insurance  policies,  partially offset by an increase of
$4,000 in deposit  related fees due to increased  transactions  and more deposit
accounts.  The  decrease  in other  income was due  primarily  to a decrease  in
commissions  from the offering of investment  services as the Company  looked to
fill the sales position which had been vacated.

Noninterest Expense

      Noninterest  expense for the  quarter  ended  September  30, 2005 was $1.6
million, an increase of $47,000, or 3.1%, from $1.5 million in the quarter ended
September 30, 2004. Occupany and equipment expenses increased $21,000 due to the
sale and lease back of our main  office,  which  resulted in a lease  payment as
opposed to the former  depreciation  charge.  Advertising and promotion  expense
increased  $18,000 due to our new branch  office in East  Windsor,  which opened
October  3,  2005,   and  the  promotion  of  the  future  opening  of  our  new
headquarters.  Professional  fees  increased  $25,000  primarily due to internal
audit  and  consultant  fees  associated  with  the  compliance  and  regulatory
function.

Provision for Income Taxes

      Reflecting the increase in pretax net income, the income tax provision for
the quarter ended  September 30, 2005 was $194,000  compared to $134,000 for the
quarter ended  September 30, 2004. The effective tax rate  increased  marginally
from 31.0% for the  quarter  ended  September  30, 2004 to 34.5% for the current
year quarter.

Comparison of Operating Results for the Six Months Ended September 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

      For the six months  ended  September  30, 2005,  the Company  reported net
income of  $705,000,  an increase  of $167,000  compared to the year ago period.
Basic and diluted earnings per share for the six months ended September 30, 2005
were $0.32 and $0.32,  respectively,  and for the six months ended September 30,
2004 were  $0.25 and $0.24,  respectively.  The  increase  in net income was due
primarily to a $369,000  increase in net interest  and  dividend  income,  and a
$39,000  decrease  in the  provision  for loan  losses,  partially  offset  by a
$122,000  increase in  noninterest  expense  and an $117,000  increase in income
taxes.


                                       12
<PAGE>

Net Interest and Dividend Income

      Net interest and dividend  income for the six months ended  September  30,
2005 totaled $3.9 million  compared to $3.5 million for the same period in 2004.
This  represented  an increase of $369,000 or 10.5%.  The change in net interest
and  dividend  income  was  primarily  due  to  a  $14.9  million   increase  in
interest-earning  assets,  partially  offset  by an $11.0  million  increase  in
interest-bearing  liabilities  levels.  The net interest  margin  increased from
3.77% for the six months  ended  September  30, 2004 to 3.88% for the six months
ended September 30, 2005.

      Interest and dividend income amounted to $5.7 million and $5.0 million for
the six  months  ended  September  30,  2005  and  2004,  respectively.  Average
interest-earning  assets were $203.5 million for the six months ended  September
30, 2005, an increase of $14.9 million,  or 7.9%, compared to $188.6 million for
the  six  months   ended   September   30,   2004.   The   increase  in  average
interest-earning assets resulted primarily from the growth in the loan portfolio
and investment  portfolio,  partially offset by a decrease in federal funds sold
and other categories.  The yield earned on average assets increased to 5.61% for
the six months  ended  September  30,  2005 from 5.32% for the six months  ended
September  30, 2004 due  primarily to the increase in  short-term  rates and the
growth in higher-yielding loans.

      Interest  expense  for the six months was $1.8  million,  an  increase  of
$308,000,  or 21.1%,  from the $1.5 million reported in the same six months last
year.  Average  interest-bearing  liabilities  grew $11.0 million during the six
months ended September 30, 2005 from $164.6 million to $175.6 million  primarily
due to a $10.6 million increase in the average balance of Federal Home Loan Bank
advances and a $3.1 million  increase in the average  balance of securities sold
under  agreements to repurchase,  partially offset by a $2.9 million decrease in
the average balance of total interest-bearing deposits. The average rate paid on
interest-bearing  liabilities  increased  to  2.01%  for  the six  months  ended
September  30, 2005 from 1.77% for the year ago  period,  due  primarily  to the
increase in the Federal Home Loan Bank  advances,  which carry higher rates than
deposits.

Provision for Loan Losses

      The provision for loan losses for the six months ended  September 30, 2005
and 2004 was $85,000 and $124,000,  respectively. The additions to the allowance
for loan losses reflected  continued growth in the loan portfolio.  The decrease
in the  provision  for loan losses  reflected  continued  strong asset  quality,
represented  in part, by a decrease in loans due 90 days or more and the Company
only recording $8,000 in charge-offs and $3,000 in recoveries for the six months
ended September 30, 2005.

Noninterest Income

      For the six  months  ended  September  30,  2005,  noninterest  income was
$397,000 compared to $399,000 in the same six months a year ago. The decrease in
noninterest income was primarily due to a decrease of $22,000 in other income, a
$12,000  decrease  in gain on sales  and  calls  of  securities,  and a  $13,000
decrease  in  increase  in cash  surrender  value  of life  insurance  policies,
partially  offset by an increase  of $45,000 in deposit  related  fees.  Service
charges on deposit  accounts  increased  for the six months ended  September 30,
2005 due to a full period of income from an overdraft privilege product compared
to only three months of income in the previous year as the  overdraft  privilege
product  was  introduced  on July 1,  2004.  Net  gains


                                       13
<PAGE>

on sales and calls of  securities  for the six months ended  September  30, 2005
decreased due to fewer sales in fiscal 2006.  Gains from sales of securities are
subject to market and  economic  conditions  and,  as a result,  there can be no
assurances  that gains reported in prior periods will be achieved in the future.
The decrease in other income for the six months ended September 30, 2005 was due
primarily to a decrease in commissions  received from Infinex Financial Group, a
third party  registered  broker-dealer,  as the  Company  looked to fill a sales
position  that had been  vacated.  The  decrease  in other  income  was due to a
decrease in commissions from the offering of investment  services as the Company
looked to fill the sales position which had been vacated.

Noninterest Expense

      Noninterest  expense for the six months ended  September 30, 2005 was $3.1
million,  an increase of $122,000,  or 4.1%, from $3.0 million in the six months
ended September 30, 2004.  Advertising and promotion  expense  increased $25,000
due to our new branch office in East Windsor,  which opened October 3, 2005, and
the promotion of the future opening of our new  headquarters.  Professional fees
increased $46,000 primarily due to internal audit and consultant fees associated
with the compliance and regulatory function.

Provision for Income Taxes

      Reflecting the increase in pretax net income, the income tax provision for
the six months ended  September  30, 2005 was $376,000  compared to $259,000 for
the six months  ended  September  30, 2004.  The  effective  tax rate  increased
marginally  from 32.5% for the six months ended  September 30, 2004 to 34.8% for
the current year six months.

Liquidity and Capital Resources

      The  term  liquidity  refers  to  the  ability  of  the  Company  and  the
Association to meet current and future  short-term  financial  obligations.  The
Company and the Association  further define liquidity as the ability to generate
adequate  amounts of cash to fund loan  originations,  deposit  withdrawals  and
operating expenses.  Liquidity management is both a daily and long-term function
of business  management.  The Company's main source of liquidity is the proceeds
it  retained  from its stock  offering.  The  Association's  primary  sources of
liquidity are deposits, scheduled amortization and prepayments of loan principal
and  mortgage-related  securities,  funds provided by operations and borrowings.
The  Association  can  borrow  funds  from the  Federal  Home Loan Bank based on
eligible  collateral of loans and  securities.  The Association had Federal Home
Loan Bank  borrowings  as of  September  30, 2005 of $21.0  million  with unused
borrowing capacity of $38.4 million.

      The  Association's  primary  investing  activities are the  origination of
loans and the purchase of mortgage  and  investment  securities.  During the six
months ended September 30, 2005 and 2004, the Association  originated loans, net
of  principal  paydowns  of  approximately   $10.7  million  and  $3.6  million,
respectively.  Purchases of investment securities totaled $8.4 million and $17.4
million for the six months ended September 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


                                       14
<PAGE>

timing  of these  sources  of funds.  Total  deposits  were  $161.7  million  at
September 30, 2005, a $1.3 million  decrease from the $163.0 million  balance at
March 31, 2005.

      At September 30, 2005,  the  Association  had  outstanding  commitments to
originate $5.2 million of loans,  and available home equity and unadvanced lines
of credit and construction  loans of approximately  $7.0 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 September 30, 2005 totaled $44.1 million,  or 27.3% of total
deposits.  The Association  relies on competitive  rates,  customer  service and
long-standing  relationships  with  customers to retain  deposits.  Based on the
Association's   experience   with  deposit   retention  and  current   retention
strategies,  management  believes  that,  although it is not possible to predict
future terms and conditions upon renewal, a significant portion of such deposits
will remain with the Association.

      The  Association was  well-capitalized  at September 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 September 30, 2005.

(dollars in thousands)
                               Required            Association
                               --------         -----------------
Tier 1 Capital                     4%           $25,774    11.80%
Total Risk-Based Capital           8%           $27,291    22.47%
Tier 1 Risk-Based Capital          4%           $25,774    21.22%

      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 six months ended September 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.


                                       15
<PAGE>

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 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
September 30, 2005. Further,  the Company does not have publicly announced stock
repurchase programs outstanding.

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

      None.


                                       16
<PAGE>

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

      The Annual Meeting of the  Stockholders  of the Company was held on August
      11, 2005. The results of the vote were as follows:

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

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

             Peter T. Dow              2,166,495                     6,700

             William C. Leary          2,166,495                     6,700

             Dorothy K. McCarty        2,166,495                     6,700

      2.    The appointment of Shatswell, MacLeod & Company, P.C. as independent
            auditors of New England  Bancshares,  Inc. for the fiscal year ended
            March 31, 2006 was  ratified by the  stockholders  by the  following
            vote:

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

              2,170,895                    ---                        2,300

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.


                                       17
<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: November 14, 2005          By: /s/ Scott D. Nogles
       ------------------             ------------------------------------------
                                          Scott D. Nogles
                                          Chief Financial Officer


Dated: November 14, 2005          By: /s/ David J. O'Connor
       ------------------             ------------------------------------------
                                          David J. O'Connor
                                          President and Chief Executive Officer


                                       18