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 December 31, 2004

                                       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)

      The Issuer  had  2,257,651  shares of common  stock,  par value  $0.01 per
share, outstanding as of February 9, 2005.

      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
    ---    ---

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

<PAGE>

                          NEW ENGLAND BANCSHARES, INC.
                                   FORM 10-QSB

                                      INDEX

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

Item 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets at December 31, 2004
         and March 31, 2004 (Unaudited).......................................   1

         Condensed Consolidated Statements of Income for the
         Three and Nine Months Ended December 31, 2004 and 2003 (Unaudited)...   2

         Condensed Consolidated Statements of Cash Flows for the
         Nine Months Ended December 31, 2004 and 2003 (Unaudited).............   3

         Notes to Condensed Consolidated Financial Statements (Unaudited).....   5

Item 2.  Management's Discussion and Analysis or Plan of Operation............   9

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......................................  17
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>
                                                                                 December 31,      March 31,
                                                                                     2004            2004
                                                                                -------------    -------------
ASSETS:                                                                                  (Unaudited)
-------
<S>                                                                             <C>              <C>
Cash and due from banks .....................................................   $       5,023    $       8,421
Interest-bearing demand deposits with other banks ...........................             227              170
Federal funds sold ..........................................................           3,850            5,570
Money market mutual funds ...................................................           6,353            5,518
                                                                                -------------    -------------
      Total cash and cash equivalents .......................................          15,453           19,679
Interest-bearing time deposits with other banks .............................           6,056            8,450
Investments in available-for-sale securities (at fair value) ................          47,380           42,309
Federal Home Loan Bank stock, at cost .......................................           1,008            1,008
Loans, net of allowance for loan losses of $1,355 as of December 31, 2004 and
   $1,301 as of March 31, 2004 ..............................................         129,097          121,404
Premises and equipment, net .................................................           2,543            2,643
Accrued interest receivable .................................................             818              788
Deferred income taxes, net ..................................................             607              337
Cash surrender value of life insurance ......................................           3,866            3,736
Identifiable intangible assets ..............................................             797              864
Goodwill ....................................................................           1,090            1,090
Other assets ................................................................             792              860
                                                                                -------------    -------------
      Total assets ..........................................................   $     209,507    $     203,168
                                                                                =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
     Noninterest-bearing ....................................................   $      11,948    $      11,041
     Interest-bearing .......................................................         151,076          151,749
                                                                                -------------    -------------
         Total deposits .....................................................         163,024          162,790
Advanced payments by borrowers for taxes and insurance ......................           1,043              536
Federal Home Loan Bank advances .............................................          12,483            9,926
Securities sold under agreements to repurchase ..............................           3,756              788
Due to broker ...............................................................              --              806
Other liabilities ...........................................................             838              728
                                                                                -------------    -------------
      Total liabilities .....................................................         181,144          175,574
                                                                                -------------    -------------

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 .........................................................          12,534           12,465
   Retained earnings ........................................................          16,842           15,985
   Accumulated other comprehensive (loss) income ............................            (169)             143
    Unearned ESOP shares, 51,661 and 59,040 shares ..........................            (517)            (590)
    Unearned shares, stock-based incentive plan, 29,137 shares ..............            (350)            (432)
                                                                                -------------    -------------
      Total stockholders' equity ............................................          28,363           27,594
                                                                                -------------    -------------
      Total liabilities and stockholders' equity ............................   $     209,507    $     203,168
                                                                                =============    =============
</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    Nine Months Ended
                                                                                 December 31,          December 31,
                                                                             -------------------   -------------------
                                                                               2004       2003       2004       2003
                                                                             --------   --------   --------   --------
<S>                                                                          <C>        <C>        <C>        <C>
 Interest and dividend income:
       Interest on loans .................................................   $  1,985   $  1,741   $  5,894   $  5,135
       Interest on debt securities:
          Taxable ........................................................        405        347      1,137        939
          Tax-exempt .....................................................         41         41        127         85
       Dividends on Federal Home Loan Bank stock .........................          9          7         23         20
       Interest on federal funds sold, interest-bearing deposits and
        dividends on money market mutual funds ...........................        120         58        363        103
                                                                             --------   --------   --------   --------
          Total interest and dividend income .............................      2,560      2,194      7,544      6,282
                                                                             --------   --------   --------   --------

 Interest expense:
       Interest on deposits ..............................................        653        600      1,923      1,864
       Interest on advanced payments by borrowers for
             taxes and insurance .........................................          6          7          7          7
       Interest on Federal Home Loan Bank advances .......................         90         76        265        234
       Interest on securities sold under agreements to repurchase ........         17          2         30          2
                                                                             --------   --------   --------   --------
          Total interest expense .........................................        766        685      2,225      2,107
                                                                             --------   --------   --------   --------
          Net interest and dividend income ...............................      1,794      1,509      5,319      4,175
 Provision for loan losses ...............................................          3         60        127        180
                                                                             --------   --------   --------   --------
          Net interest and dividend income after provision for loan losses      1,791      1,449      5,192      3,995

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

 Noninterest income:
       Service charges on deposit accounts ...............................        131         63        339        175
       Gain on sales and calls of investments, net .......................          3         50         37         88
       Increase in cash surrender value of life insurance policies .......         41         34        123        113
       Other income ......................................................         37         35        112         61
                                                                             --------   --------   --------   --------
          Total noninterest income .......................................        212        182        611        437
                                                                             --------   --------   --------   --------
 Noninterest expense:
       Salaries and employee benefits ....................................        904        673      2,703      1,991
       Occupancy and equipment expense ...................................        200        195        618        584
       Advertising and promotion .........................................         38         53        115        105
       Professional fees .................................................         61         45        137        170
       Data processing expense ...........................................         71         48        203        140
       Stationery and supplies ...........................................         23         28         74         55
       Amortization of identifiable intangible assets ....................         22         --         67         --
       Other expense .....................................................        206        160        611        504
                                                                             --------   --------   --------   --------
          Total noninterest expense ......................................      1,525      1,202      4,528      3,549
                                                                             --------   --------   --------   --------
          Income before income taxes .....................................        478        429      1,275        883
 Income taxes ............................................................        159        140        418        278
                                                                             --------   --------   --------   --------
          Net income .....................................................   $    319   $    289   $    857   $    605
                                                                             ========   ========   ========   ========

    Earnings per share:
             Basic .......................................................   $   0.15   $   0.14   $   0.40   $   0.30
             Diluted .....................................................   $   0.14   $   0.14   $   0.39   $   0.30
</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>
                                                                                             Nine Months Ended
                                                                                                December 31,
                                                                                              2004        2003
                                                                                            --------    --------
<S>                                                                                         <C>         <C>
 Cash flows from operating activities:
       Net income .......................................................................   $    857    $    605
       Adjustments to reconcile net income to net cash provided by operating activities:
             Net accretion of fair value adjustments ....................................        (61)         --
             Amortization of securities, net ............................................        155         398
             Gain on sales and calls of investments, net ................................        (37)        (88)
             Provision for loan losses ..................................................        127         180
             Change in deferred loan origination fees ...................................          8          17
             Depreciation and amortization ..............................................        221         226
             Increase in accrued interest receivable ....................................        (30)       (163)
             Deferred income tax benefit ................................................        (71)        (55)
             Increase in cash surrender value life insurance policies ...................       (123)       (113)
             Decrease in prepaid expenses and other assets ..............................         62         224
             Amortization of identifiable intangible assets .............................         67          --
             Increase (decrease) in accrued expenses and other liabilities ..............        147        (185)
             ESOP shares released .......................................................        105          61
             Compensation cost for stock-based incentive plan ...........................         82          83
                                                                                            --------    --------
       Net cash provided by operating activities ........................................      1,509       1,190
                                                                                            --------    --------

 Cash flows from investing activities:
             Purchases of available-for-sale securities .................................    (22,480)    (30,335)
             Proceeds from sales of available-for-sale securities .......................      4,618       7,921
             Proceeds from maturities of available-for-sale securities ..................     11,356      22,173
             Cash and cash equivalents acquired from Windsor Locks Community Bank,
                  FSL, net of expenses of $257 ..........................................         --       3,569
             Loan originations and principal collections, net ...........................     (7,840)     (9,662)
             Proceeds from maturities of interest bearing time deposits with other banks       2,394          --
             Capital expenditures - premises and equipment ..............................       (115)        (31)
             Investments in life insurance policies .....................................         (7)        (12)
                                                                                            --------    --------

             Net cash used in investing activities ......................................    (12,074)     (6,377)
                                                                                            --------    --------

 Cash flows from financing activities:
             Net increase in demand, NOW and savings accounts ...........................        745         964
             Net decrease in time deposits ..............................................       (438)     (1,764)
             Net increase in advanced payments by borrowers for taxes and insurance .....        507         558
             Proceeds from Federal Home Loan Bank long-term advances ....................      5,000          --
             Principal payments on Federal Home Loan Bank long-term advances ............     (2,443)       (908)
             Net increase in securities sold under agreement to repurchase ..............      2,968         677
             Recovery of expenditure relating to initial public offering ................         --          18
                                                                                            --------    --------

 Net cash provided by (used in) financing activities ....................................      6,339        (455)
                                                                                            --------    --------

 Net decrease in cash and cash equivalents ..............................................     (4,226)     (5,642)
 Cash and cash equivalents at beginning of period .......................................     19,679      20,963
                                                                                            --------    --------
 Cash and cash equivalents at end of period .............................................   $ 15,453    $ 15,321
                                                                                            ========    ========
</TABLE>

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


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                 Nine Months Ended
                                                                    December 31,
                                                                 2004         2003
                                                               ---------------------
<S>                                                            <C>          <C>
 Supplemental disclosures:
       Interest paid ......................................    $  2,234     $  2,106
       Income taxes paid ..................................         365          132
       Due to broker ......................................        (806)          --
       Transfer from premises and equipment to other assets          --           40

 Acquisition of Windsor Locks Community Bank:
       Assets acquired
            Cash and cash equivalents .....................    $     --     $  3,826
            Interest-bearing time deposits ................          --        8,759
            Securities ....................................          --        6,969
            Federal Home Loan Bank Stock, at cost .........          --          188
            Loans .........................................          --       16,399
            Bank premises and equipment ...................          --          355
            Other assets ..................................          --          215
            Core deposit intangible .......................          --          886
                                                               --------     --------
                                                                     --       37,597
       Liabilities assumed
            Deposits ......................................          --       34,357
            Securities sold under agreements to repurchase           --          190
            Other liabilities .............................          --          565
                                                               --------     --------
                                                                     --       35,112

       Net assets acquired ................................          --        2,485

       Acquisition costs ..................................          --        3,575
                                                               --------     --------

       Goodwill ...........................................    $     --     $  1,090
</TABLE>

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


                                       4
<PAGE>

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

NOTE 1 - Organization

         New England  Bancshares,  Inc. (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



                                       5
<PAGE>

financial position,  results of operations and cash flows of the Company for the
periods presented. In preparing the interim financial statements,  management is
required to make estimates and assumptions  that affect the reported  amounts of
assets and  liabilities  as of the date of the balance  sheet and  revenues  and
expenses for the period.  Actual results could differ  significantly  from those
estimates.  The interim results of operations are not necessarily  indicative of
the operating results to be expected for the year ending March 31, 2005.

      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, 2004.

      The condensed  consolidated balance sheet as of March 31, 2004 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     Nine Months Ended
                                            December 31,        December 31,
                                          ----------------   -----------------
(In thousands, except per share data)      2004      2003      2004      2003
                                          ------    ------   -------    ------
Net income                                $  319    $  289    $  857    $  605
Weighted average common shares
  outstanding for computation of basic
  EPS                                      2,170     2,019     2,170     1,995
Effect of dilutive stock options and
  stock awards                                48        54        47        45
                                          ------    ------    ------    ------
Weighted average common shares for
  computation of diluted EPS               2,218     2,073     2,217     2,040
                                          ------    ------    ------    ------
Earnings per share:
  Basic                                   $ 0.15    $ 0.14    $ 0.40    $ 0.30
  Diluted                                 $ 0.14    $ 0.14    $ 0.39    $ 0.30

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

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.


                                       6
<PAGE>

The  provisions  of SFAS No. 149 are  effective  for  contracts  entered into or
modified after June 30, 2003.  There was no substantial  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


                                       7
<PAGE>

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 Company does not believe
the adoption of SOP 03-3 will 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  Payments" ("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
Company  does not believe the  adoption of this  Statement  will have a material
impact on the Company's financial position or results of operations.

NOTE 5 - Stock-Based Incentive Plan

      At December 31, 2004,  the Company had 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.  Compensation  cost
is measured at the grant date based on the value of the award and is  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 $27,000 and $55,000,  respectively,
for the three and nine months  ended  December 31, 2004 and $28,000 and $56,000,
respectively, for the three and nine months ended December 31, 2003.


                                       8
<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 and nine months ended December 31, 2004 and
2003.

<TABLE>
<CAPTION>
                                                        Quarter Ended         Nine Months Ended
                                                         December 31,            December 31,
                                                      ------------------      ------------------
(Dollars in thousands, except per share data)          2004        2003        2004        2003
                                                      ------      ------      ------      ------
<S>                                                   <C>         <C>         <C>         <C>
Net income, as reported                               $  319      $  289      $  857      $  605
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects                30          24          89          71
                                                      ------      ------      ------      ------
Pro forma net income                                  $  289      $  265      $  768      $  534
                                                      ------      ------      ------      ------
Earnings per share:
  Basic - as reported                                 $ 0.15      $ 0.14      $ 0.40      $ 0.30
  Basic - pro forma                                   $ 0.13      $ 0.13      $ 0.35      $ 0.27
  Diluted - as reported                               $ 0.14      $ 0.14      $ 0.39      $ 0.30
  Diluted - pro forma                                 $ 0.13      $ 0.13      $ 0.35      $ 0.26
------------------------------------------------------------------------------------------------
</TABLE>

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

      The following  analysis  discusses changes in the financial  condition and
results of  operations  at and for the three and nine months ended  December 31,
2004 and 2003,  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.


                                       9
<PAGE>

    Comparison of Financial Condition at December 31, 2004 and March 31, 2004

Assets

      Assets  were  $209.5  million at December  31,  2004,  an increase of $6.3
million,  or 3.1%, compared to $203.2 million at March 31, 2004. The increase in
assets was caused  primarily by a $7.7 million  increase in net loans and a $5.1
million increase in  available-for-sale  securities,  partially offset by a $4.2
million  decrease in cash and cash  equivalents,  and a $2.4 million decrease in
interest-bearing  time deposits with other banks.  The $7.7 million  increase in
net loans was caused primarily by a $3.7 million increase in commercial loans, a
$3.1 million increase in residential  loans and a $940,000  increase in consumer
loans.  The $5.1  million  increase in  available-for-sale  securities  resulted
primarily from a $6.8 million increase in U.S. agency securities, a $2.6 million
increase in municipal securities, partially offset by a $3.7 million decrease in
mortgage-backed securities and collateralized mortgage obligations.

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 non-accrual loans at December 31, 2004 and
March 31, 2004, respectively.

                                      December 31, 2004          March 31, 2004
                                      -----------------          --------------
                                                 (Dollars in thousands)
      Allowance for loan losses           $  1,355                   $  1,301
      Gross loans Outstanding              130,813                    123,058
      Non-accrual loans                        605                        937
      Allowance/ Loans outstanding            1.04%                      1.06%
      Allowance/ Non-accrual loans          223.97%                    138.85%


                                       10
<PAGE>

Past due and Nonperforming Loans

      The following table sets forth information regarding past due loans:

                                   December 31, 2004        March 31, 2004
                                   -----------------        --------------
                                                 (In thousands)
Past due 30 days through 89 days         $2,268                 $1,998
Past due 90 days or more                    551                  1,212

      The  decrease  in total  loans  past due 90 days or more was caused by the
reduction of past due  commercial  loans as the  properties or  businesses  were
sold.

Liabilities

      Liabilities  were $181.1 million at December 31, 2004, an increase of $5.5
million,  or 3.1%, compared to $175.6 million at March 31, 2004. The increase in
liabilities was caused primarily by a $2.6 million increase in Federal Home Loan
Bank advances,  a $3.0 million  increase in securities sold under  agreements to
repurchase and a $507,000  increase in advanced  payments by borrowers for taxes
and  insurance,  partially  offset by an  $806,000  decrease  in due to  broker.
Securities  sold under  agreements  to repurchase  are  overnight  sweep deposit
accounts from commercial customers.  The $3.0 million increase was caused by the
Bank obtaining several commercial accounts since March 31, 2004.

Stockholders' Equity

      Total stockholders' equity increased $769,000 to $28.4 million at December
31, 2004 from $27.6 million at March 31, 2004. The increase was caused primarily
by  $857,000 in net income,  an $82,000  decrease in unearned  shares due to the
vesting of restricted  shares, and a $73,000 decrease in unearned ESOP shares as
shares were allocated to participants,  partially offset by a $312,000  decrease
in accumulated other comprehensive income.

     Comparison of Operating Results for the Quarter Ended December 31, 2004
                                    and 2003

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 added  sources of  noninterest
income.  The  Company's  noninterest  expenses  primarily  consist  of  employee
compensation and benefits,  occupancy and equipment expense,  advertising,  data
processing, professional fees and other operating expenses.

Net Income

      For the three months ended  December  31, 2004,  the Company  reported net
income of  $319,000,  an  increase  of $30,000  compared to the year ago period.
Basic and diluted  earnings


                                       11
<PAGE>

per share  for the  quarter  ended  December  31,  2004  were  $0.15 and  $0.14,
respectively,  and for the quarter  ended  December  31,  2003 were  $0.14.  The
increase in net income was due primarily to a $285,000  increase in net interest
and dividend  income,  a $57,000 decrease in the provision for loan losses and a
$30,000 increase in noninterest income,  partially offset by a $323,000 increase
in noninterest expense.

Net Interest and Dividend Income

      Net interest and dividend  income for the three months ended  December 31,
2004 totaled $1.8 million  compared to $1.5 million for the same period in 2003.
This  represented  an increase of $285,000 or 18.9%.  The change in net interest
and  dividend   income  was  primarily  due  to  increased   levels  of  average
interest-earning  assets  coupled  with a lower  cost of funds  due to the lower
interest rate environment.

      Interest and dividend income amounted to $2.6 million and $2.2 million for
the  three  months  ended  December  31,  2004 and 2003,  respectively.  Average
interest-earning  assets were $194.3  million for the quarter ended December 31,
2004, an increase of $37.3 million, or 23.8%, compared to $157.0 million for the
quarter ended December 31, 2003. The increase in average interest-earning assets
resulted  primarily  from the  acquisition  of Windsor Locks  Community  Bank in
December  2003.  The yield earned on average  assets  decreased to 5.27% for the
three  months  ended  December  31, 2004 from 5.57% for the three  months  ended
December 31, 2003 due to the lower interest rate environment.

      Interest expense for the quarter was $766,000,  an increase of $81,000, or
11.8%,  from the  $685,000  reported  in the same  quarter  last  year.  Average
interest-bearing  liabilities  grew  $28.7  million  during  the  quarter  ended
December  31,  2004 from  $137.7  million  to $166.4  million  primarily  due to
liabilities  assumed in the  acquisition  of Windsor Locks  Community  Bank. The
average  rate paid on interest  bearing  liabilities  decreased to 1.83% for the
quarter  ended  December  31,  2004  from  1.97%  for the year ago  period,  due
primarily to the lower interest rate environment.

Provision for Loan Losses

      The provision for loan losses for the quarters ended December 31, 2004 and
2003 was $3,000 and  $60,000,  respectively.  The  Company  recorded  $65,000 of
charge-offs  and no  recoveries  for the quarter  ended  December 31, 2004.  The
decrease was caused primarily by the decrease in non-accrual  loans due to lower
loans past due 90 days or more.

Noninterest Income

      For the quarter ended December 31, 2004,  noninterest  income was $212,000
compared to $182,000 in the same quarter a year ago. The increase in noninterest
income was primarily  due to an increase of $68,000 in deposit  related fees due
to  increased  transactions  and more  deposit  accounts  due  primarily  to the
acquisition  of Windsor Locks  Community  Bank.  In addition,  during the second
fiscal quarter the Bank introduced overdraft privilege, this allows customers to
overdraw  their  account up to a certain  dollar  amount while being  charged an
overdraft fee. The increase was partially  offset by a $47,000  decrease in gain
on sales and calls of investments.


                                       12
<PAGE>

Noninterest Expense

      Noninterest  expense  for the  quarter  ended  December  31, 2004 was $1.5
million,  an increase of  $323,000,  or 26.9%,  from $1.2 million in the quarter
ended December 31, 2003. Salaries and employee benefits increased  $231,000,  or
34.3%,  reflecting normal salary  increases,  higher costs for employee benefits
due in part to the increased  stock price,  and additions to staff caused by the
acquisition of Windsor Locks Community Bank. Data processing  expense  increased
$23,000,  amortization  of  identifiable  assets  increased  $22,000  and  other
noninterest expense increased $46,000.

Provision for Income Taxes

      Reflecting the increase in pretax net income, the income tax provision for
the quarter  ended  December 31, 2004 was $159,000  compared to $140,000 for the
quarter ended  December 31, 2003.  The effective tax rate  increased  marginally
from 32.6% for the quarter ended December 31, 2003 to 33.3% for the current year
quarter.

Comparison of Operating  Results for the Nine Months Ended December 31, 2004 and
2003

Net Income

      For the nine months  ended  December 31,  2004,  the Company  reported net
income of  $857,000,  an increase  of $252,000  compared to the year ago period.
Basic and diluted earnings per share for the nine months ended December 31, 2004
were $0.40 and $0.39,  respectively,  and for the nine months ended December 31,
2003 were $0.30.  The increase in net income was due primarily to a $1.1 million
increase in net interest and dividend income, a $174,000 increase in noninterest
income and a $53,000 decrease in the provision for loan losses, partially offset
by a $979,000 increase in noninterest expense.

Net Interest and Dividend Income

      Net interest and  dividend  income for the nine months ended  December 31,
2004 totaled $5.3 million  compared to $4.2 million for the same period in 2003.
This  represented  an  increase  of $1.1  million  or 26.2%.  The  change in net
interest  and  dividend  income  was  primarily  due to an  increase  in average
interest-earning assets and a lower cost of funds due to the lower interest rate
environment.

      Interest and dividend income amounted to $7.5 million and $6.3 million for
the nine  months  ended  December  31,  2004  and  2003,  respectively.  Average
interest-earning  assets were $191.7  million for the nine months ended December
31, 2004, an increase of $41.1 million, or 27.3%, compared to $150.6 million for
the  nine  months   ended   December   31,   2003.   The   increase  in  average
interest-earning assets resulted primarily from the acquisition of Windsor Locks
Community  Bank. The yield earned on average  assets  decreased to 5.27% for the
nine  months  ended  December  31,  2004 from  5.60% for the nine  months  ended
December 31, 2003 due to the lower interest rate environment.

      Interest  expense for the nine  months  ended  December  31, 2004 was $2.2
million, an increase of $118,000, or 5.6%, from the $2.1 million reported in the
same period last year. Average  interest-bearing  liabilities grew $31.8 million
during the nine months  ended  December


                                       13
<PAGE>

31, 2004 from $133.2  million to $165.0  million  primarily  due to  liabilities
assumed in the  acquisition  of Windsor Locks  Community  Bank. The average rate
paid on  interest  bearing  liabilities  decreased  to 1.79% for the nine months
ended December 31, 2004 from 2.10% for the year ago period, due primarily to the
lower interest rate environment.

Provision for Loan Losses

      The provision for loan losses for the nine months ended  December 31, 2004
and  2003  was  $127,000  and  $180,000,   respectively.  The  Company  recorded
charge-offs and recoveries totaling $95,000 and $23,000,  respectively,  for the
nine months ended  December 31, 2004.  The decrease was caused  primarily by the
decrease in non-accrual loans due to lower loans past due 90 days or more.

Noninterest Income

      For the nine  months  ended  December  31,  2004,  noninterest  income was
$611,000  compared to $437,000  in the same period a year ago.  The  increase in
noninterest  income was  primarily  due to an  increase  of  $164,000 in deposit
related  fees due to  increased  transactions  and  more  deposit  accounts  due
primarily to the  acquisition  of Windsor  Locks  Community  Bank.  In addition,
during the second fiscal quarter the Bank introduced overdraft  privilege,  this
allows  customers to overdraw  their account up to a certain dollar amount while
being charged an overdraft fee. The increase in noninterest  income was also due
to  a  $51,000  increase  in  other  noninterest  income,  caused  primarily  by
commissions  derived from the Bank's  arrangement  with a third party registered
broker-dealer.  These increases were partially  offset by a $51,000  decrease in
gain on sales and calls of investments.

Noninterest Expense

      Noninterest  expense for the nine months ended  December 31, 2004 was $4.5
million, an increase of $979,000, or 27.6%, from $3.5 million in the nine months
ended December 31, 2003. Salaries and employee benefits increased  $712,000,  or
35.8%,  reflecting normal salary  increases,  higher costs for employee benefits
due in part to the increased  stock price,  and additions to staff caused by the
acquisition of Windsor Locks Community Bank. Data processing  expense  increased
$63,000,  amortization of identifiable  intangible  assets increased $67,000 and
other noninterest expense increased $107,000.

Provision for Income Taxes

      Reflecting the increase in pretax net income, the income tax provision for
the nine months ended  December  31, 2004 was $418,000  compared to $278,000 for
the year ago period.  The effective tax rate  increased  from 31.5% for the nine
months ended  December 31, 2003 to 32.8% for the nine months ended  December 31,
2004.

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,


                                       14
<PAGE>

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, to a much lesser extent,  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 December
31, 2004 of $12.5 million with unused borrowing capacity of $42.8 million.

      The  Association's  primary  investing  activities are the  origination of
loans and the purchase of mortgage and  investment  securities.  During the nine
months ended December 31, 2004 and 2003, the Association  originated  loans, net
of  principal   paydowns  of  approximately   $7.8  million  and  $9.7  million,
respectively. Purchases of investment securities totaled $22.5 million and $30.3
million for the nine months ended December 31, 2004 and 2003, 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 $163.0 million at December
31, 2004, a $234,000 increase from the $162.8 million balance at March 31, 2004.

      At December 31, 2004,  the  Association  had  outstanding  commitments  to
originate $8.2 million of loans,  and available home equity and unadvanced lines
of credit and construction  loans of approximately  $8.8 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 December 31, 2004 totaled  $52.2  million.  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 December 31, 2004 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 December 31, 2004.

(dollars in thousands)

                              Required              Association
                              --------            ----------------
Tier 1 Capital                   4%               $24,622   11.85%
Total Risk based Capital         8%               $25,977   23.92%
Tier 1 Risk based Capital        8%               $24,622   22.67%

      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.


                                       15
<PAGE>

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 December 31, 2004, 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 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
December 31, 2004.  Further,  the Company does not have publicly announced stock
repurchase programs outstanding.


                                       16
<PAGE>

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.


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<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: February 9, 2005             By: /s/ Scott D. Nogles
       --------------------             ----------------------------------------
                                        Scott D. Nogles
                                        Chief Financial Officer


Dated: February 9, 2005             By: /s/ David J. O'Connor
       --------------------             ----------------------------------------
                                        David J. O'Connor
                                        Chief Executive Officer


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