<PAGE> 1

                                  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, 2002

                                       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, including area code)

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

   The Issuer had 2,049,875 shares of common stock, par value $0.01 per share,
                      outstanding as of February 10, 2003.

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


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<TABLE>
<CAPTION>


                                                      NEW ENGLAND BANCSHARES, INC.
                                                              FORM 10-QSB

                                                                 INDEX

                                                                                                              Page
                                                                                                              ----
PART I.  FINANCIAL INFORMATION
<S>                                                                                                            <C>
Item 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets at December 31, 2002 (Unaudited)
         and March 31, 2002...............................................................................     3

         Condensed Consolidated Statements of Income for the
         Three Months and Nine Months Ended December 31, 2002 and 2001 (Unaudited)........................     4

         Condensed Consolidated Statements of Cash Flows for the
         Nine Months Ended December 31, 2002 and 2001 (Unaudited).........................................     5

         Notes to Condensed Consolidated Financial Statements (Unaudited).................................     6

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

Item 3.  Controls and Procedures..........................................................................     17

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings................................................................................     17
Item 2.  Changes in Securities............................................................................     17
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 and Reports on Form 8-K.................................................................     18

SIGNATURES................................................................................................     18

CERTIFICATIONS............................................................................................     19

</TABLE>


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<TABLE>
<CAPTION>


                                                 PART I. FINANCIAL INFORMATION
 Item 1. Financial Statements.
         --------------------

                                                  NEW ENGLAND BANCSHARES, INC.
                                            CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                               December 31,        March 31,
(In thousands)                                                                     2002              2002
                                                                             -----------------   -------------
 ASSETS:                                                                        (Unaudited)
 ------
<S>                                                                              <C>                 <C>
 Cash and due from banks...............................................          $  6,400            $  6,376
 Interest-bearing demand deposits with other banks.....................             1,326                 159
 Federal funds sold....................................................                --               4,500
 Money Market mutual funds.............................................             4,263               1,437
                                                                             -------------       -------------
       Total cash and cash equivalents.................................            11,989              12,472
 Investments in available-for-sale securities (at fair value)..........            41,579              36,165
 Federal Home Loan Bank stock, at cost.................................               820                 820
 Loans, net of allowance for loan losses of $950 as of December 31, 2002
  and $773 as of March 31, 2002........................................            92,461              80,468
 Premises and equipment, net...........................................             2,620               1,631
 Accrued interest receivable...........................................               447                 395
 Deferred income taxes.................................................               357                 546
 Cash surrender value of life insurance................................             3,510               3,391
 Other assets..........................................................               658                 423
                                                                             -------------       -------------
       Total assets....................................................          $154,441            $136,311
                                                                             =============       =============

 LIABILITIES AND CAPITAL ACCOUNTS
 --------------------------------
 Deposits:
       Noninterest-bearing.............................................            $5,140              $3,726
       Interest-bearing................................................           116,714             111,272
                                                                             -------------       -------------
       Total deposits..................................................           121,854             114,998
 Advance payments by borrowers for taxes and insurance.................               536                 266
 Federal Home Loan Bank advances.......................................             8,428               6,108
 Other liabilities.....................................................               533                 587
                                                                             -------------       -------------
       Total liabilities...............................................           131,351             121,959
                                                                             -------------       -------------

 Stockholders' Equity:
    Common stock, par value $.01 per share: 10,000,000 shares  authorized;
            2,049,875 shares issued  ..................................                20                  --
    Paid in capital...................................................              8,484                  --
    Retained earnings..................................................            15,062              14,460
    Accumulated other comprehensive income (loss)......................               190               (108)
     Unearned ESOP shares..............................................              (666)                  --
                                                                             -------------       -------------
       Total stockholders' equity......................................            23,090              14,352
                                                                             -------------       -------------
       Total liabilities and stockholders' equity......................          $154,441            $136,311
                                                                             =============       =============

                   The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>

                                                                   3

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<TABLE>
<CAPTION>


                                                      NEW ENGLAND BANCSHARES, INC.
                                              CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                           FOR THE THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2002 AND DECEMBER 31, 2001
                                                  (UNAUDITED)

                                                           THREE MONTHS ENDED            NINE MONTHS ENDED
                                                              DECEMBER 31,                 DECEMBER 31,
                                                       ---------------------------  ---------------------------
 (In thousands)                                           2002            2001         2002            2001
                                                       ------------    -----------  -----------    ------------
<S>                                                         <C>            <C>          <C>             <C>
 Interest and dividend income:
       Interest and fees on loans......................     $1,706         $1,509       $4,848          $4,304
       Interest and dividends on securities:
          Taxable .....................................        399            479        1,287           1,591
          Tax-exempt...................................         15             12           63              12
          Dividends on Federal Home Loan Bank stock....          8             10           23              34
       Interest on federal funds sold, interest-bearing
             deposits and money market mutual funds.....        15             32          106             181
                                                       ------------    -----------  -----------    ------------
                Total interest and dividend income.....      2,143          2,042        6,327           6,122
                                                       ------------    -----------  -----------    ------------

 Interest expense:
       Interest on deposits............................        752            957          363           3,200
       Interest on advanced payments by borrowers for
             taxes and insurance.......................          2              2            4               5
       Interest on Federal Home Loan Bank advances.....         76             27          209              31
                                                       ------------    -----------  -----------    ------------
          Total interest expense.......................        830            986        2,576           3,236
                                                       ------------    -----------  -----------    ------------
          Net interest and dividend income.............      1,313          1,056        3,751           2,886
 Provision for loan losses.............................         60             34          180             106
                                                       ------------    -----------  -----------    ------------
       Net interest and dividend income after provision
              for loan losses..........................      1,253          1,022        3,571           2,780
                                                       ------------    -----------  -----------    ------------

 Noninterest income:
       Service charges on deposit accounts.............         61             46          168             124
       Gain on sales and calls of available-for-sale
         securities, net...............................         33              1           46              64
       Increase in cash surrender value of life
         insurance policies............................         40              9          119              87
       Other income....................................          2              1            4               4
                                                       ------------    -----------  -----------    ------------
             Total noninterest income..................        136             57          337             279
                                                       ------------    -----------  -----------    ------------
 Noninterest expense:
       Salaries and employee benefits..................        600            463        1,687           1,337
       Occupancy and equipment expense.................        165            124          418             375
       Advertising and promotion.......................         95             23          135              73
       Professional fees...............................         87             --          189              66
       Data processing expense.........................         49             39          132             127
       Stationery and supplies.........................         19             15           57              50
       Other expense...................................        153            144          420             356
                                                       ------------    -----------  -----------    ------------
             Total noninterest expense.................      1,168            808        3,038           2,384
                                                       ------------    -----------  -----------    ------------
             Income before income taxes................        221            271          870             675
       Income tax expense..............................         60             98          268             244
                                                       ------------    -----------  -----------    ------------
             Net income................................       $161           $173         $602            $431
                                                       ============    ===========  ===========    ============

    Basic and diluted earnings per share                     $0.08            N/A          N/A             N/A

                   The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>



                                                                4

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<TABLE>
<CAPTION>


                                                      NEW ENGLAND BANCSHARES, INC.
                                            Condensed Consolidated Statements of Cash Flows
                                                             (Unaudited)

                                                                              Nine Months Ended
                                                                    ------------------------------------
                                                                        December 31,       December 31,
 (In thousands)                                                             2002              2001
                                                                     -----------------  ----------------

<S>                                                                      <C>                <C>
Cash flows from operating activities:
       Net income..............................................              $602              $431
       Adjustments to reconcile net income to net cash
          provided by operating activities:
             Amortization (accretion) of securities, net.......               100               (12)
             Gain on sales and calls of available-for-sale                    (46)              (64)
               securities, net.................................
             Provision for loan losses.........................               180               106
             Increase (decrease) in deferred loan origination                  49               (22)
               fees............................................
             Depreciation and amortization.....................               177               148
             Write-down of other real estate owned. ...........                --                22
             Gain on sales of other real estate owned, net.....                --                (1)
             (Increase) decrease in accrued interest
               receivable........................................             (52)              104
             Increase in cash surrender value life insurance
               policies........................................              (119)              (87)
             Increase in prepaid expenses and other assets.....              (235)             (568)
             Increase (decrease) in accrued expenses and other                (54)               70
               liabilities...................................
                                                                 -----------------  ----------------

       Net cash provided by operating activities...............               602               127
                                                                 -----------------  ----------------

 Cash flows from investing activities:
             Purchases of available-for-sale securities........           (35,496)          (39,246)
             Proceeds from sales of available-for-sale                      7,525            10,036
              securities.......................................
             Proceeds from maturities of available-for-sale                22,990            24,767
              securities.......................................
             Loan originations and principal collections, net..           (12,222)          (12,083)
             Loan to ESOP......................................              (738)               --
             Repayment of ESOP loan............................                72                --
             Capital expenditures - premises and equipment.....            (1,166)             (300)
             Proceeds from sales of other real estate owned....                --                90
             Capital expenditures - other real estate owned....                --              (63)
             Investments in life insurance policies............                --              (43)
                                                                 -----------------  ----------------

             Net cash used in investing activities.............           (19,035)          (16,842)
                                                                 -----------------  ----------------

 Cash flows from financing activities:
             Net increase in demand, NOW and savings accounts..             5,180             5,842
             Net increase (decrease) in time deposits..........             1,676           (1,452)
             Net increase in advanced payments by
                borrowers for taxes and insurance..............               270               225
             Proceeds from Federal Home Loan Bank long-term
                   advances....................................             3,500             4,000
             Principal payments on Federal Home Loan Bank long-
                    term advances..............................            (1,180)              (15)
             Proceeds from sale of stock, net of costs..........            8,504                --
                                                                 -----------------  ----------------
             Net cash provided by financing activities.........            17,950             8,600
                                                                 -----------------  ----------------
  Net decrease in cash and cash equivalents.....................             (483)           (8,115)
 Cash and cash equivalents at beginning of period..............            12,472            17,759
                                                                 -----------------  ----------------

 Cash and cash equivalents at end of period....................           $11,989            $9,644
                                                                 =================  ================

 Supplemental disclosures:
             Interest paid.....................................            $2,363            $3,210
             Income taxes paid.................................               268               323
             Loans transferred to other real estate owned......                --               124
             Loans originated from sales of other real estate                  --               266
               owned...........................................

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

</TABLE>

                                                             5

<PAGE> 5

                          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 sold
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.

        The  Association,  a federally  chartered  savings and loan  association
headquartered in Enfield, Connecticut, operates from its six full-service branch
offices in 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. 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, 2003.

        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, 2002.

                                        6
<PAGE> 6

        The  condensed  consolidated  balance  sheet  as of March  31,  2002 was
derived from the audited  financial  statements of Enfield  Federal  Savings and
Loan  Association,  but  does  not  include  all  the  disclosures  required  by
accounting principals generally accepted in the United States.


NOTE 3 - Earnings Per Share

When  presented,  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. There were no dilutive securities for the quarter
ended  December 31, 2002.  Because the formation of the Company was completed on
June 4, 2002, per share  earnings data is not  meaningful for prior  comparative
periods and is therefore not presented.

NOTE 4 - Recent Accounting Pronouncements

        FASB issued SFAS No. 140,  "Accounting  for  Transfers  and Servicing of
Financial Assets and  Extinguishments  of Liabilities."  This Statement replaced
SFAS No. 125,  "Accounting  for Transfers and Servicing of Financial  Assets and
Extinguishments  of Liabilities" and rescinded SFAS Statement No. 127, "Deferral
of the Effective Date of Certain Provisions of FASB Statement No. 125." SFAS No.
140 provides  accounting and reporting  standards for transfers and servicing of
financial assets and  extinguishments  of liabilities.  This Statement  provides
consistent  standards for distinguishing  transfers of financial assets that are
sales from  transfers that are secured  borrowings.  This Statement is effective
for  transfers  and  servicing  of  financial  assets  and   extinguishments  of
liabilities  occurring after March 31, 2001; however, the disclosure  provisions
are effective for fiscal years ending after  December 15, 2000.  The adoption of
this  Statement  did not  have a  material  impact  on the  Company's  financial
position or results of operations.

        In June 2001,  the FASB issued SFAS No.  141,  "Business  Combinations."
This  statement  addresses  financial  accounting  and  reporting  for  business
combinations  and supercedes APB Opinion No. 16,  "Business  Combinations,"  and
SFAS  No.  38,  "Accounting  for   Preacquisition   Contingencies  of  Purchased
Enterprises."  Under Opinion 16, business  combinations were accounted for using
one of two methods, the pooling-of-interests  method or the purchase method. All
business combinations in the scope of SFAS No. 141 are to be accounted for using
the  purchase  method.  The  provisions  of SFAS No.  141 apply to all  business
combinations  initiated  after June 30,  2001 and to all  business  combinations
accounted  for using the purchase  method for which the date of  acquisition  is
July 1, 2001, or later.

        If the Company consummates business combinations in the future, any such
combinations  that would  have been  accounted  for by the  pooling-of-interests
method under Opinion 16 will be accounted for under the purchase method.

                                       7
<PAGE> 7


        In June  2001,  the  FASB  issued  SFAS No.  142,  "Goodwill  and  Other
Intangible Assets." This Statement addresses financial  accounting and reporting
for required goodwill and other intangible assets and supercedes APB Opinion No.
17, "Intangible  Assets." The initial recognition and measurement  provisions of
SFAS No.  142  apply to  intangible  assets  that are  defined  as  assets  (not
including financial assets) that lack physical  substance.  The term "intangible
assets"  is used in SFAS No.  142 to  refer  to  intangible  assets  other  than
goodwill.  The  accounting  for a  recognized  intangible  asset is based on its
useful life.  An intangible  asset with a finite  useful life is  amortized;  an
intangible asset with an indefinite useful life is not amortized.  An intangible
asset  that is subject to  amortization  shall be  reviewed  for  impairment  in
accordance  with SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived Assets."

        SFAS No. 142 provides that goodwill shall not be amortized.  Goodwill is
defined  as the  excess of the cost of an  acquired  entity  over the net of the
amounts  assigned  to assets  acquired  and  liabilities  assumed.  SFAS No. 142
further  provides  that  goodwill  shall be tested for  impairment at a level of
reporting  referred to as a reporting  unit.  Impairment is the  condition  that
exists when the carrying amount of goodwill exceeds its implied fair value.

         SFAS No. 142 is effective as follows:

        All of the  provisions  of SFAS No. 142 shall be applied in fiscal years
beginning  after  December  15,  2001  to all  goodwill  and  intangible  assets
recognized  in an entity's  statement of financial  position at the beginning of
that fiscal year,  regardless of when those  previously  recognized  assets were
initially recognized.

        The  adoption  of SFAS No. 142 did not have any  material  effect on its
consolidated financial statements.

        In October 2002, the FASB issued SFAS No. 147  "Acquisitions  of Certain
Financial  Institutions",  an  Amendment  of  SFAS  Nos.  72 and  144  and  FASB
Interpretation  No. 9. SFAS No.  72  "Accounting  for  Certain  Acquisitions  of
Banking or Thrift  Institutions"  and FASB  Interpretation  No. 9 "Applying  APB
Opinions  No.  16 and 17  When a  Savings  and  Loan  Association  or a  Similar
Institution Is Acquired in a Business Combination  Accounted for by the Purchase
Method" provided interpretive guidance on the application of the purchase method
to acquisitions of financial  institutions.  Except for transactions between two
or more mutual  enterprises,  FASB  Statement  No. 147 removes  acquisitions  of
financial  institutions from the scope of both Statement 72 and Interpretation 9
and requires that those  transactions  be accounted for in accordance  with FASB
Statements  No. 141  "Business  Combinations"  and No. 142  "Goodwill  and Other
Intangible  Assets."  Thus,  the  requirement  in paragraph 5 of Statement 72 to
recognize  (and  subsequently   amortize)  any  excess  of  the  fair  value  of
liabilities assumed over the fair value of tangible and identifiable  intangible
assets  acquired  as an  unidentifiable  intangible  asset no longer  applies to
acquisitions  within the scope of FASB  Statement  No.  147. In  addition,  FASB
Statement No. 147 amends FASB Statement No. 144  "Accounting  for the Impairment
or  Disposal  of   Long-Lived   Assets"  to  include  in  its  scope   long-term
customer-relationship  intangible  assets  of  financial  institutions  such  as
depositor- and  borrower-relationship  intangible  assets and credit  cardholder
intangible assets. Consequently, those intangible assets are subject to the same
undiscounted cash flow  recoverability  test and

                                        8

<PAGE> 8

impairment  loss  recognition  and  measurement   provisions  that  FASB
Statement No. 144 requires for other long-lived assets that are held and used.

        Paragraph 5 of FASB Statement No. 147, which relates to the  application
of the purchase method of accounting,  is effective for  acquisitions  for which
the date of  acquisition  is on or after  October 1,  2002.  The  provisions  in
paragraph  6 related to  accounting  for the  impairment  or disposal of certain
long-term  customer-relationship  intangible  assets are effective on October 1,
2002. Transition provisions for previously recognized  unidentifiable intangible
assets in  paragraphs  8-14 are  effective  on  October 1,  2002,  with  earlier
application  permitted.  The  Company  does not  expect  that  there will be any
substantial  impact  on  the  Company's  consolidated  financial  statements  on
adoption of this Statement.

NOTE 5 - Acquisition Agreement

        On January 22, 2003 the Company  signed an agreement to acquire  Windsor
Locks Community Bank, FSL.


NOTE 6 - Stock-Based Incentive Plan

        On  January 16, 2003, the  stockholders approved  the  2003  Stock-Based
Incentive Plan.

Item 2.    Management's Discussion and Analysis of Financial Condition and
           ---------------------------------------------------------------
           Results 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,
2002 and 2001,  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.


                                        9
<PAGE> 9

        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 DECEMBER 31, 2002 AND MARCH 31, 2002

ASSETS

     Total  assets of the Company were $154.4  million at December 31, 2002,  an
increase of $18.1 million or 13.3%, compared to $136.3 million at March 31, 2002
primarily due to increased loan and investment  securities  balances.  Net loans
outstanding rose $12.0 million to $92.5 million at December 31, 2002 compared to
$80.5 million at March 31, 2002.  The growth was primarily in commercial  loans,
which  reflects  management's  efforts  to  meet  the  borrowing  needs  of that
important segment of its market.  Investments in  available-for-sale  securities
increased $5.4 million, or 14.9%, to $41.6 million at December 31, 2002 compared
to $36.2 million at March 31, 2002.  Premises and equipment  increased $989,000,
or 60.6%,  due to equipment  and  technology  upgrades and the purchase in April
2002 of a property in  Manchester,  Connecticut  for the Bank's  newest  banking
office  that  commenced  operations  on  October  1,  2002.  Total cash and cash
equivalents  decreased  4.0%, or $0.5  million,  from $12.5 million at March 31,
2002 to $12.0  million at December 31, 2002.  This  resulted from a $4.5 million
decrease in federal  funds sold which was  partially  offset by the $2.8 million
increase in money market funds and the $1.2 million increase in interest-bearing
demand deposits with other banks.

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
credit quality or "risk rating" of loans.  Loans are risk weighted when they are
originated.  If there is deterioration in the credit, the risk rating is changed
accordingly.  The  analysis  considers  the  type  of  loans  being  originated,
historical loan losses and  delinquency  figures.  It also examines  delinquency
trends.  The table below indicates the  relationships  between the allowance for
loan losses,  total loans outstanding and nonperforming loans as of December 31,
2002 and March 31, 2002, respectively.
<TABLE>
<CAPTION>

(Dollars in thousands)
                                                        At                         At
                                                 December 31, 2002          March 31, 2002
                                                 -----------------          --------------
         <S>                                         <C>                       <C>
         Allowance for loan losses                     $950                      $773
         Gross loans Outstanding                     93,411                    81,241
         Nonperforming loans                            248                       201
         Allowance/ Loans outstanding                   1.0%                      0.9%
         Allowance/ Nonperforming loans               383.1%                    384.6%
</TABLE>

                                            10



<PAGE> 10

PAST DUE AND NONPERFORMING LOANS

         The following table sets forth information regarding past due and
non-accrual loans:
<TABLE>
<CAPTION>

 (In thousands)
                                                         At                      At
                                                   December 31, 2002       March 31, 2002
                                                   -----------------       --------------
 <S>                                                    <C>                     <C>
 Past due 30 days through 89 days and accruing          $382                    $288
 Past due 90 days or more and nonaccruing                248                     201
</TABLE>

LIABILITIES

     Total liabilities  increased $9.4 million,  or 7.7%, from $122.0 million at
March 31,  2002 to $131.4  million at December  31,  2002,  primarily  due to an
increase in deposits and Federal  Home Loan Bank  advances.  Deposits  increased
$6.9 million,  or 6.0%,  from $115.0 million at March 31, 2002 to $121.9 million
at December 31, 2002. Federal Home Loan Bank advances increased $2.3 million, or
37.7%, from $6.1 million at March 31, 2002 to $8.4 million at December 31, 2002.
These funds were used to fund loan growth.

STOCKHOLDERS' EQUITY

     Total  stockholders'  equity increased $8.7 million,  or 60.4%,  from $14.4
million at March 31, 2002 to $23.1  million at December 31, 2002,  due primarily
to the equity raised through the issuance of common stock by the Company on June
4,  2002,  through  an  increase  in  accumulated  other  comprehensive   income
reflecting  the  increase  in the  net  unrealized  gain  on  available-for-sale
securities,  net of tax, of  $298,000  for the period and net income of $602,000
for the nine months ended December 31, 2002.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2002
AND 2001

GENERAL

     The  Company's  results of  operations  depend  primarily  on net  interest
income,  which is the  difference  between  the  interest  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 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
expense,  advertising,  data processing,  professional  fees and other operating
expenses.


                                            11


<PAGE> 11

NET INCOME

     During the three months ended December 31, 2002,  the Company  reported net
income of $161,000.  This was $12,000,  or 6.9%, less than reported for the same
period last year. Net interest and dividend income increased $257,000, or 24.3%,
for the quarter ended  December 31, 2002 compared to the quarter ended  December
31, 2001. Growth in earning assets and an improvement in the net interest margin
were primarily responsible for this result. Noninterest income increased $79,000
during the period while  noninterest  expense rose $360,000 or 44.6%.  Provision
for loan losses amounted to $60,000 for the quarter, up from $34,000 a year ago.

     During the quarter ended December 31, 2002, the Company  engaged in efforts
culminating  in an agreement to acquire  Windsor Locks  Community Bank signed on
January 22, 2003. The Company incurred certain expenses for legal and consulting
services as a part of this endeavor that were  expensed  during the period.  The
amount  of  such   expenses   reflected  in  the  results  for  the  quarter  is
approximately $100,000.

NET INTEREST AND DIVIDEND INCOME

     For the following discussion, net interest and dividend income is presented
on a fully tax equivalent  ("FTE") basis. FTE interest income restates  reported
interest  income on tax exempt loans and  securities  as if such  interest  were
taxed  at the  Company's  effective  income  tax  rate of 39%  for  all  periods
presented.
<TABLE>
<CAPTION>

 (In thousands)
                                              Three months ended December 31,
                                                    2002             2001
                                                    ----             ----
<S>                                                <C>              <C>
 Interest and dividend income
    As reported                                    $2,143           $2,042
    Tax equivalent adjustment                           8                6
                                                   ------           ------
 Total interest income  (FTE)                       2,151            2,048
 Interest Expense                                     830              986
                                                   ------           ------
 Net interest and dividend income (FTE)            $1,321           $1,062
                                                   ======           ======
</TABLE>

     Net interest and  dividend  income for the three months ended  December 31,
2002  totaled  $1.3 million  (FTE)  compared to $1.1 million  (FTE) for the same
period in 2001. This represented an increase of $259,000 or 24.4%.  Interest and
dividends  earned  (FTE)  amounted to $2.2  million for the three  months  ended
December 31, 2002,  up from $2.0 million  earned during the same period in 2001.
Interest  expense for the quarter was $830,000,  $156,000,  or 15.8%,  less than
$986,000  reported in the same quarter of last year.  The change in net interest
and  dividend  income was due to  increased  levels of average  interest-earning
assets and interest-bearing liabilities coupled with lower interest rates earned
or paid on those balances due to the lower interest rate environment.

     Average  interest-earning  assets were $140.6 million for the quarter ended
December 31, 2002, an increase of $21.8  million,  or 18.4%,  compared to $118.8
million for the quarter ended December 31, 2001. The increase resulted primarily
from increased average balances of $10.7 million in loans, $9.1 million increase
in  federal  funds  sold and money  market  mutual  funds,  and $2.0  million in
investments.  The  additional  volume added  approximately  $314,000 to interest
income.


                                              12



<PAGE> 12


     Average interest-bearing  liabilities grew $13.1 million during the quarter
ended  December 31, 2002  from $110.8 million to $123.9 million that resulted in
an additional $46,000 in interest expense.

     For the quarter  ended  December 31, 2002,  interest-earning  assets had an
average yield of 6.10%, down 72 basis points from 6.82% for the same period last
year due to the lower market interest rate  environment.  The change reduced net
interest income  $213,000 in the quarter.  As market rates continued to decline,
the average rate paid on interest-bearing  liabilities was 2.66% for the quarter
ended  December  31, 2002  compared to 3.53% in the year  earlier  quarter.  The
decrease of 87 basis points reduced interest expense $202,000.

PROVISION FOR LOAN LOSSES

     The provision  for loan losses for the quarter ended  December 31, 2002 was
$60,000  compared to $34,000 during the same period last year. The provision for
loan  losses  was  increased  by  $26,000  due to  loan  growth.  There  were no
charge-offs  recorded  during the quarter ended December 31, 2002 or the quarter
ended December 31, 2001.

     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 future 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  review the  Company to provide
additions to the allowance based upon judgments different from management.

NONINTEREST INCOME

     During the quarter ended December 31, 2002, noninterest income was $136,000
compared to $57,000 in the same quarter a year ago. The increase in  noninterest
income was primarily due to a $15,000, or 32.6% increase in deposit related fees
due to  increased  transactions  and more  deposit  accounts  and an increase of
$32,000  in gains  realized  from sales of  available  for sale  securities.  An
increase of $31,000 in the cash surrender value of life insurance  policies held
by the bank also contributed to the results.

NONINTEREST EXPENSE

     Noninterest  expense  for the  quarter  ended  December  31,  2002 was $1.2
million,  an increase of $360,000,  or 44.6%, from $808,000 in the quarter ended
December 31, 2001. Salaries and employee benefits increased $137,000,  or 29.6%,
reflecting  normal  salary  increases,   higher  costs  for  employee  benefits,
including funding for the newly  established  Employee Stock Ownership Plan, the
Association's  defined  benefit plan and increasing  costs for health  insurance
provided to employees,  and additions to staff to support growth of the Company.
Occupancy

                                       13


<PAGE> 13

and equipment expense increased  $41,000,  or 33.1%, to $165,000  primarily from
the costs of operation of two banking offices opened earlier in 2002.  Marketing
expense  amounted  to $95,000,  an increase of $72,000  from the same period the
previous year. The increased spending was primarily to promote and advertise the
opening of the office in Windsor  Locks,  in June 2002 and Manchester in October
2002.  Professional fees increased $87,000 in the quarter reflecting an increase
in legal and  consulting  expenses  associated  with the  acquisition of Windsor
Locks Community Bank, FSL.

PROVISION FOR INCOME TAXES

     Reflecting the decrease in pretax net income,  the income tax provision for
the quarter  ended  December  31,  2002 was $60,000  compared to $98,000 for the
quarter ended December 31, 2001.

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED DECEMBER 31, 2002
AND 2001

NET INCOME

     During the nine months ended  December 31, 2002,  the Company  reported net
income of $602,000. This was $171,000, or 39.7%, more that reported for the same
period last year. Net interest and dividend income increased $865,000, or 30.0%,
during the  period.  Growth in  earning  assets  and an  improvement  in the net
interest margin were primarily  responsible for this result.  Noninterest income
increased $58,000,  or 20.8%,  during the period  noninterest  expense increased
$654,000,  or 27.4%  during the period.  Provision  for loan losses  amounted to
$180,000 for the quarter, up from $106,000 a year ago.

NET INTEREST AND DIVIDEND INCOME

      Net interest income is presented on a fully tax equivalent ("FTE") basis.
<TABLE>
<CAPTION>

 (In thousands)
                                              Nine months ended December 31,
                                                 2002              2001
                                                 ----              ----
<S>                                             <C>               <C>
 Interest and dividend income
    As reported                                 $6,327            $6,122
    Tax equivalent adjustment                       33                 6
                                                ------            ------
 Total interest income  (FTE)                    6,360             6,128
 Interest Expense                                2,576             3,236
                                                ------            ------
 Net interest and dividend income (FTE)         $3,784            $2,892
                                                ======            ======
</TABLE>

     Net  interest and  dividend  income for the nine months ended  December 31,
2002  totaled  $3.8 million  (FTE)  compared to $2.9 million  (FTE) for the same
period in 2001. This represented an increase of $892,000, or 30.8%. Interest and
dividends  earned  (FTE)  amounted to $6.4  million  for the nine  months  ended
December 31, 2002, an increase of $232,000,  or 3.8%,  from $6.1 million  earned
during  the same  period  in 2001.  Interest  expense  for the  period  was $2.6
million,  $660,000, or 20.0%, less than $3.2 million reported in the same period
of last year.  The change in net interest  income was due to increase in average
interest-earning  assets and

                                       14


<PAGE> 14

interest-bearing liabilities coupled with lower interest rates  earned  or  paid
on  those  balances,  due to the  lower  rate environment.

     Interest-earning  assets  averaged $136.4 million for the nine months ended
December  31, 2002,  an increase of $7.7  million,  or 6.0%,  compared to $128.7
million  for the nine  months  ended  December  31,  2001.  The change  resulted
primarily from increased average balances of $4.5 million in loans, $5.0 million
in federal  funds and other  money  market  mutual  funds and a decrease of $1.9
million in investments.  The additional volume added  approximately  $929,000 to
interest  income.  For the nine months ended December 31, 2002  interest-earning
assets had an average yield of 6.19%, a decrease of 0.75% from the same period a
year ago. The change reduced net interest income $724,000 in the period.

     Average  interest-bearing  liabilities  grew $2.6  million  during the nine
months  ended  December  31, 2002 from  $119.9  million to $122.5  million.  The
average  interest  rate paid was 2.79%  compared to 3.97% for the same period in
2001 as the net decrease in expense for the nine months  amounted to $660,000 of
which $1.1 million of the decrease  resulted  from changes in rates and $400,000
of the increase resulted from changes in volume.

PROVISION FOR LOAN LOSSES

     The provision for loans losses for the nine months ended  December 31, 2002
was  $180,000  compared  to  $106,000  during the same  period  last  year.  The
provision  for  loan  losses  was  increased  by  $74,000  due to  loan  growth.
There  were  no charge-offs  recorded during the nine months ended December 31,
2002 or the nine months ended December 31, 2001.

NONINTEREST INCOME

     During the nine months  ended  December 31,  2002,  noninterest  income was
$337,000  compared to $279,000  in the same period a year ago.  The  increase in
noninterest income was primarily due to $44,000,  or 35.4%,  increase in service
charges on deposit  accounts.  This was primarily the result of higher  activity
volume  associated  with  deposit growth.  Gains  realized  from  the  sales  of
investment  securities  amounted to $46,000 during the period, down from $64,000
in the same period a year earlier.  The increase in cash surrender value of life
insurance  owned by the bank  amounted  to  $119,000 in the first nine months of
2002 compared to $87,000 for the year earlier period.


                                15


<PAGE> 15


NONINTEREST EXPENSE

Noninterest  expense  for the  nine  months  ended  December  31,  2002 was $3.0
million,  an  increase of  $654,000,  or 27.3%,  from $2.4  million for the nine
months  ended  December  31, 2001.  Salaries  and  employee  benefits  increased
$350,000,  or  26.2%,  reflecting  normal  salary  increases,  higher  costs for
employee  benefits and  additions to staff to support the growth of the Company.
Occupancy  expense  increased  $43,000 or 11.4%  during the period to  $418,000,
principally reflecting the operation of two new branches that opened in June and
October 2002.  Professional fees increased $123,000, or 186.4%, to $189,000 in
the period reflecting an increase in legal and consulting  expenses a variety of
activities. These included branch openings and employee plan review and analysis
and activities related to potential growth of the Company through acquisition of
another institution. All other expenses increased $76,000, or 14.3%.

PROVISION FOR INCOME TAXES

     Reflecting the increase in pretax net income,  the income tax provision for
the nine months ended  December  31, 2002 was $268,000  compared to $244,000 for
the nine months ended December 31, 2001.

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
proceeds  from  the  stock  offering,   deposits,   scheduled  amortization  and
prepayments of loan principal and mortgage-related securities, funds provided by
operations and, to a much lesser extent, Federal Home Loan Bank 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,  2002 of $8.4  million  with  unused  borrowing
capacity of $41 million.

     The Association's primary investing activities are the origination of loans
and the purchase of mortgage and investment securities.  During the three months
ended December 31, 2002 and fiscal 2002,  the  Association  originated  loans of
approximately  $11.0  million  and $51.0  million,  respectively.  Purchases  of
investment  securities  totaled  $12.4  million and $35.5  million for the three
months ended December 31, 2002 and nine months ended 2002, 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.  Deposit  flows are  affected by the level of
interest rates, by the



                                16




<PAGE> 16

interest rates and products  offered by competitors and by other factors.  Total
deposits  were $121.9  million at December 31, 2002,  a $6.9  million,  or 6.0%,
increase  from the $115.0  million  balance at March 31,  2002.  Total  deposits
increased by $6.5  million,  or 6.0% during the year ended March 31,  2002.  The
Association  monitors its liquidity position  frequently and anticipates that it
will have sufficient funds to meet its current funding commitments.

     The Association was well-capitalized at December 31, 2002 and exceeded each
of the applicable  regulatory capital requirements at such date. The table below
presents the capital required and maintained at December 31, 2002.
<TABLE>
<CAPTION>

 (amounts in thousands)
                             Required              Association
                             --------              -----------
 <S>                           <C>               <C>      <C>
 Tier 1 Capital                 4%               $21,855   14.18%
 Total Risk based
    Capital                     8%               $22,805   28.43%
 Tier 1 Risk based
    Capital                     8%               $21,855   27.24%
</TABLE>

     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.

Item 3.  Controls and Procedures

     (a) Evaluation of disclosure controls and procedures. The Company maintains
controls and procedures  designed to ensure that the information  required to be
disclosed in the reports that the Company files or submits under the  Securities
Exchange Act of 1934 is recorded, processed,  summarized and reported within the
time  periods  specified in the rules and forms of the  Securities  and Exchange
Commission.   Based  upon  his  evaluation  of  those  controls  and  procedures
performed within 90 days of the filing date of this report,  the chief executive
officer  and the chief  financial  officer  of the  Company  concluded  that the
Company's disclosure controls and procedures were adequate.

     (b) Changes in internal controls.  The Company made no significant  changes
in its internal  controls or in other  factors that could  significantly  affect
these controls subsequent to the date of the evaluation of those controls by the
chief executive officer.

                           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.


                                17

<PAGE> 17


Item 2.  Changes in Securities.
         ---------------------

                  None


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 and Reports on Form 8-K.
         ---------------------------------

                 a)     Exhibits

                        2.1   Amended Plan of Reorganization From Mutual Savings
                              and Loan Association to Mutual Holding Company and
                              Stock Issuance (including  the   proposed  Federal
                              Charters  and  Bylaws  of  Enfield Federal Savings
                              and Loan Association, New England Bancshares, Inc.
                              and Enfield Mutual Holding Company)*
                        2.2   Agreement  and  Plan  of  Merger dated January 22,
                              2003  by  and   between  Enfield   Mutual  Holding
                              Company,  New  England  Bancshares,  Inc., Enfield
                              Federal  Savings and  Loan Association and Windsor
                              Locks Community Bank, FSL**
                        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.*
                        99.1  Certification   of   Chief   Executive  and  Chief
                              Financial Officer
                        _____________________________
                        *     Incorporated  by reference into this document from
                              New   England   Bancshares,   Inc.'s   Form  SB-2,
                              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 8-K as filed on January
                              27, 2003.



                                       18
<PAGE> 18


                 (b)    Reports on Form 8-K

                        On November  4, 2002,  the  Company  filed a Form 8-K in
                        which  it  announced  under  Item 5 its earnings for the
                        quarterly  period   ended  September  30, 2002  and  the
                        appointment   of  a  new  director.  The  press  release
                        announcing  earnings  and  the   appointment  of  a  new
                        director was attached by exhibit.



                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned,  hereunto duly
authorized.


                                   NEW ENGLAND BANCSHARES, INC.


Dated: February 14, 2003           By: /s/ David J. O'Connor
       -----------------               ------------------------------------
                                       David J. O'Connor
                                       President, Chief Executive Officer,
                                       Chief Financial Officer and Director
                                       (principal executive, financial and
                                        accounting officer)

                                       19

<PAGE> 19



                              CERTIFICATION

I, David J. O'Connor, certify, that:

         1.       I have reviewed this quarterly report on Form 10-QSB of New
                  England Bancshares, Inc.;

         2.       Based on my knowledge, this quarterly report does not contain
                  any untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading with respect to the period covered by this
                  quarterly report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this quarterly report,
                  fairly present in all material respects the financial
                  condition, results of operations and cash flows of the
                  registrant as of, and for, the periods presented in this
                  quarterly report;

         4.       The registrant's other certifying officers and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-14 and 15d-14) for the registrant and we have:

                  a.       designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           registrant, including its consolidated subsidiaries,
                           is made known to us by others within those entities,
                           particularly during the period in which this
                           quarterly report is being prepared;

                  b.       evaluated the effectiveness of the registrant's
                           disclosure controls and procedures as of a date
                           within 90 days prior to the filing date of this
                           quarterly report (the "Evaluation Date"); and

                  c.       presented in this quarterly report our conclusions
                           about the effectiveness of the disclosure controls
                           and procedures based on our evaluation as of the
                           Evaluation Date;

         5.       The registrant's other certifying officers and I have
                  disclosed, based on our most recent evaluation, to the
                  registrant's auditors and the audit committee of registrant's
                  board of directors (or persons performing the equivalent
                  function):

                  a.       all significant deficiencies in the design or
                           operation of the internal controls which could
                           adversely affect the registrant's ability to record
                           process, summarize and report financial data and have
                           identified for the registrant's auditors any material
                           weaknesses in internal controls; and

                  b.       any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal controls; and

         6.       The registrant's other certifying officers and I have
                  indicated in this quarterly report whether or not there were
                  significant changes in internal controls or in other factors
                  that could significantly affect the internal controls
                  subsequent to the date of our most recent evaluation,
                  including any corrective actions with regard to significant
                  deficiencies and material weaknesses.



Date:   February 14, 2003           /s/ David J. O'Connor
                                    ------------------------------------------
                                    David J. O'Connor
                                    President and Chief Executive Officer
                                    (principal executive and financial officer)




                                       20