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


                                AMENDMENT NO. 1

                                       TO

                                   FORM 10-QSB

(Mark One)
[X]       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

For the quarterly period ended        September 30, 2005
                                      ------------------

[ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from                     to
                               ------------------     --------------------------
Commission File Number:   000-51234
                          ---------

                            NORTH PENN BANCORP, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          Pennsylvania                                      20-1882440
  -------------------------------                  ----------------------------
  (State or other jurisdiction of                         (IRS Employer
   Incorporation or organization)                       Identification No.)


                      216 Adams Avenue, Scranton, PA 18503
                     ---------------------------------------
                    (Address of principal executive offices)


                                 (570) 344-6113
                           ---------------------------
                           (Issuer's telephone number)


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


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


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: 1,443,555

Transitional Small Business Disclosure Format  (Check One):  Yes [ ]     No [X]


<PAGE>


PART I.  FINANCIAL INFORMATION

    Item 1.   Financial Statements. (Unaudited)

              Condensed Consolidated Balance Sheets at September 30, 2005
                 and December 31, 2004

              Condensed Consolidated Statements of Income for
                 the three and nine months ended September 30, 2005 and 2004

              Condensed Consolidated Statements of Cash Flows for
                 the nine months ended September 30, 2005 and 2004

              Notes to Unaudited Condensed Consolidated Financial Statements

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

    Item 3.   Controls and Procedures.

PART II  OTHER INFORMATION

    Item 1.   Legal Proceedings.

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

    Item 3.   Defaults Upon Senior Securities.

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

    Item 5.   Other Information.

    Item 6.   Exhibits and Reports on Form 8-K.




<PAGE>

                                EEXPLANATORY NOTE

         North Penn Bancorp, Inc. (the "Company") has filed this Amended
Quarterly Report on Form 10-QSB/A in order to include use of proceeds under Part
II, Item 2. The use of proceeds described herein is consistent with the use of
proceeds described in the Company's prospectus and does not represent a material
change thereto.



PART I - FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

         North Penn Bancorp, Inc ("the Company") was organized on November 22,
2004 in anticipation of the mutual reorganization of North Penn Bank (the
"Bank"). The reorganization was completed on June 1, 2005. The Company is a bank
holding company and parent of the Bank. The information presented for 2004 is
for the Bank and its subsidiary only, and are presented for comparative
purposes. Earnings per share information for 2004 are pro forma based on the
shares issued 2005.

                     NORTH PENN BANCORP, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                September 30,          December 31,
                                                                ------------           ------------
                                                                    2005                   2004
                                                                ------------           ------------
                                                                (Unaudited)              Audited)
                                                                          (In thousands)
<S>                                                              <C>                   <C>
ASSETS:
Cash and due from banks                                          $   3,187             $     719
Interest bearing deposits                                              323                   940
                                                                 ---------             ---------
Total cash and cash equivalents                                      3,510                 1,659
Investment securities, available for sale                           18,722                22,967
Investment securities, held to maturity
 (fair value 2004, $503)                                                --                   498
Equity securities at cost, substantially restricted                    868                   786
Loans, net of allowance for loan losses                             70,988                60,829
Bank premises and equipment - net                                    3,427                 2,713
Accrued interest receivable                                            441                   529
Cash surrender value of life insurance                               1,999                 1,817
Deferred income taxes                                                  301                   291
Other real estate owned                                                105
Other assets                                                           111                   908
                                                                 ---------             ---------
TOTAL ASSETS                                                       100,472                92,997
                                                                 =========             =========

LIABILITIES:
Deposits:
Non-interest bearing deposits                                        6,093                 5,530
Interest bearing time deposits                                      67,861                71,812
                                                                 ---------             ---------
     Total deposits                                                 73,954                77,342
Other borrowed funds                                                12,725                 7,375
Accrued interest and other liabilities                                 459                   527
                                                                 ---------             ---------
TOTAL LIABILITIES                                                   87,138                85,244

STOCKHOLDERS' EQUITY
Preferred stock, no par; 20,000,000 authorized; issued and
outstanding, none
Common stock, par value $0.10; 80,000,000 authorized; issued
and outstanding, 1,443,555 (Note 5)                                     63                    --
Additional paid-in capital                                           5,651                    --
Retained earnings                                                    7,863                 7,748
Accumulated other comprehensive income                                (243)                    5
                                                                 ---------             ---------
TOTAL STOCKHOLDERS' EQUITY                                          13,334                 7,753
                                                                 ---------             ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $ 100,472             $  92,997
                                                                 =========             =========
</TABLE>

       See notes to unaudited condensed consolidated financial statements.

                                       1

<PAGE>

                     NORTH PENN BANCORP, INC. AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                                 (In thousands)

<TABLE>
<CAPTION>
                                                   Nine Months Ended             Three Months Ended
                                                     September 30,                  September 30,
                                              -------------------------      ------------------------
                                                  2005          2004            2005          2004
                                              -----------   -----------      ----------    ----------
<S>                                           <C>           <C>              <C>           <C>
INTEREST INCOME
Interest on loans                             $    3,218    $     2,568      $    1,149    $      967
Interest and dividends on investments                619          1,109             200           349
                                              ----------    -----------      ----------    ----------
     Total interest income                         3,837          3,677           1,349         1,316
INTEREST EXPENSE
Interest on deposits                               1,210          1,249             418           402
Interest on borrowed funds                           319            239             150            82
                                              ----------    -----------      ----------    ----------
     Total interest expense                        1,529          1,488             568           484
                                              ----------    -----------      ----------    ----------
NET INTEREST INCOME                                2,308          2,189             781           832

PROVISION FOR LOAN LOSSES                             75             --              30            --
                                              ----------    -----------      ----------    ----------

NET INTEREST INCOME  AFTER PROVISION FOR
LOAN LOSSES                                        2,233          2,189             751           832
                                              ----------    -----------      ----------    ----------

OTHER INCOME
Service charges on deposit accounts                   84             71              29             7
Other income                                         124            138              44            17
Gain on sale of other real estate                     40             27              --             1
Gain on sale of securities                             4              4              --            --
                                              ----------    -----------      ----------    ----------
TOTAL OTHER INCOME                                   252            240              73            25

OTHER EXPENSE
Salaries and employee benefits                     1,186          1,068             443           362
Occupancy and equipment expense                      379            422             132           143
Other expenses                                       596            551             158           198
                                              ----------    -----------      ----------   -----------
TOTAL OTHER EXPENSE                                2,161          2,041             733           703
                                              ----------    -----------      ----------   -----------
INCOME BEFORE INCOME TAXES
                                                     324           388               91           154

INCOME TAX EXPENSE                                   109           103                7            60
                                              ----------    ----------       ----------   -----------
NET INCOME                                           215           285               84            94
OTHER COMPREHENSIVE INCOME (LOSS):
Unrealized holding loss arising during
period, net of income tax                           (248)         (269)            (134)          129
                                              ----------    ----------       ----------   -----------
COMPREHENSIVE INCOME                          $      (33)   $       16       $      (50)  $       223
                                              ==========    ==========       ==========   ===========

Weighted average number of shares
outstanding                                    1,443,555     1,443,555        1,443,555     1,443,555
Earnings per share                            $     0.15    $     0.20       $     0.06   $      0.07

</TABLE>

       See notes to unaudited condensed consolidated financial statements.

                                        2

<PAGE>


                     NORTH PENN BANCORP, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                       2005          2004
                                                                     --------      --------
<S>                                                                  <C>           <C>
Operating Activities:
Net income                                                           $    215      $    285
Items not requiring (providing) cash
  Depreciation                                                            156           211
  Provision for loan losses                                                75
   Increase in cash surrender value of life insurance                     (57)          (50)
   Amortization and accretion of premium and discount                     116           338
  Net realized (gain) loss on securities                                   (4)           (4)
  Changes in:
    Accrued interest income and other assets                              382            37
    Accrued interest expense and other liabilities                        (68)          (62)
                                                                     --------      --------
      Net Cash Provided by Operating Activities                           815           755
                                                                     --------      --------

Investing Activities:
  Purchase bank premises and equipment                                   (250)         (202)
  Purchase of securities "available for sale"                          (7,455)         (385)
  Sales of securities "available for sale"                              4,519         1,254
  Redemptions of securities "available for sale"                        5,262         2,455
  Redemptions of securities "held to maturity"                            500            --
  Purchase of mortgage-backed securities "available for sale"                        (1,251)
  Redemptions of mortgage-backed securities "available for sale"        1,430         2,374
  Redemptions of mortgage-backed securities "held to maturity"                        1,340
  Purchase of life insurance policies                                    (125)
  Net purchase of restricted stock                                        (82)          (94)
  Net increase in loans to customers                                  (10,234)       (9,970)
  Net decrease (increase) in other real estate                           (105)           50
                                                                     --------      --------
    Net Cash Used In Investing Activities                              (6,540)       (4,429)
                                                                     --------      --------

Financing Activities:
  Decrease in deposits                                                 (3,388)         (255)
  Increase in borrowed funds                                            5,350         2,240
  Issuance of common stock                                              5,714
  Cash dividends paid                                                    (100)
                                                                     --------      --------
    Net Cash Provided By Financing Activities                           7,576         1,985
                                                                     --------      --------
Net Increase (Decrease) In Cash and Cash Equivalents                    1,851        (1,689)
                                                                     --------      --------

Cash and Cash Equivalents, January 1                                    1,659         3,068
                                                                     --------      --------
Cash and Cash Equivalents, September 30                              $  3,510      $  1,379
                                                                     ========      ========

Supplementary Schedule of Cash Flow Information:
  Cash paid during the period for:
    Interest                                                         $  1,448      $  1,521
    Income taxes                                                           46             3

  Non-cash investing and financing activities:
    Unrealized gains (losses) on securities                          $   (369)     $   (406)
</TABLE>

       See notes to unaudited condensed consolidated financial statements.

                                       3

<PAGE>


         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.       NATURE OF OPERATIONS AND SUMMARY OF
         SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF OPERATIONS

         The Company was organized on November 22, 2004 to be the bank holding
         company for North Penn Bank (formerly "North Penn Savings and Loan
         Association") in connection with the Bank's mutual holding company
         reorganization and minority stock issuance. The Company's common stock
         trades on the OTC Bulletin Board under the symbol "NPEN". The Bank
         operates from four offices under a state savings bank charter and
         provides financial services to individuals and corporate customers
         primarily in Northeastern Pennsylvania. The Bank's primary deposit
         products are savings and demand deposit accounts and certificates of
         deposit. Its primary lending products are real estate, commercial, and
         consumer loans.

         The accounting policies of North Penn Bancorp, Inc., North Penn Bank
         and Norpenco (collectively referred to herein as the "Company") conform
         with accounting principles generally accepted in the United States of
         America and with general practice within the banking industry. A
         description of the significant accounting policies is presented below.

         CRITICAL ACCOUNTING POLICIES

         The accounting and reporting policies of the Company are in accordance
         with accounting principles generally accepted in the United States and
         conform to general practices within the banking industry. The notes to
         the consolidated financial statements contain a summary of the
         Company's significant accounting policies, including significant
         estimates, presented in the 10-KSB for the year ended December 31,
         2004. The preparation of financial statements in conformity with
         accounting principles generally accepted in the United States of
         America requires management to make estimates and assumptions and are
         integral to the understanding of reported results. Critical accounting
         policies are those policies that management believes are the most
         important to the portrayal of the Company's financial condition and
         results, and they require management to make estimates that are
         difficult, subjective, or complex.

         Allowance for Loan Losses - The allowance for loan losses provides
         coverage for probable losses inherent in the Company's loan portfolio.
         Management evaluates the adequacy of the allowance for credit losses
         each quarter based on changes, if any, in underwriting activities, the
         loan portfolio composition (including product mix and geographic,
         industry or customer-specific concentrations), trends in loan

                                       4

<PAGE>

         performance, regulatory guidance and economic factors. This evaluation
         is inherently subjective, as it requires the use of significant
         management estimates. Many factors can affect management's estimates of
         specific and expected losses, including volatility of default
         probabilities, ratings migrations, loss severity and economic and
         political conditions. The allowance is increased through provisions
         charged to operating earnings and reduced by net charge-offs.

         The Company determines the amount of the allowance based on relative
         risk characteristics of the loan portfolio. The allowance recorded for
         commercial loans is based on reviews of individual credit relationships
         and an analysis of the migration of commercial loans and actual loss
         experience. The allowance recorded for homogeneous consumer loans is
         based on analysis of loan mix, risk characteristics of the portfolio,
         fraud loss and bankruptcy experiences, and historical losses, adjusted
         for current trends, for each homogeneous category or group of loans.
         The allowance for credit losses relating to impaired loans is based on
         the loan's observable market price, the collateral for certain
         collateral-dependent loans, or the discounted cash flows using the
         loan's effective interest rate. A loan is considered impaired when,
         based on current information and events, it is probable that the
         Company will be unable to collect the scheduled payments of principal
         or interest when due according to the contractual terms of the loan
         agreement. Loans that experience insignificant payment delays and
         payment shortfalls generally are not classified as impaired. Management
         determines the significance of payment delays and payment shortfalls on
         a case-by-case basis, taking in to consideration all of the
         circumstances surrounding the loan and the borrower, including the
         length of the delay, the reasons for the delay, the borrower's prior
         payment record and the amount of the shortfall in relation to the
         principal and interest owed. Because the Company reviews loans on an
         individual basis for impairment, the Company does not use a specific
         timeframe of delinquency after which a specific loan is assumed to be
         impaired.

         Large groups of smaller balance homogenous loans are collectively
         evaluated for impairment. Accordingly, the Company does not separately
         identify individual consumer and residential loans for impairment
         disclosures.

         Regardless of the extent of the Company's analysis of customer
         performance, portfolio trends or risk management processes, certain
         inherent but undetected losses are probable within the loan portfolio.
         This is due to several factors including inherent delays in obtaining
         information regarding a customer's financial condition or changes in
         their unique business conditions, the judgmental nature of individual
         loan evaluations, collateral assessments and the interpretation of
         economic trends. Volatility of economic or customer-specific conditions
         affecting the identification and estimation of losses for larger
         non-homogeneous credits and the sensitivity of assumptions utilized to
         establish allowances for homogeneous groups of loans are among other

                                       5

<PAGE>

         factors. The Company estimates a range of inherent losses related to
         the existence of these exposures. The estimates are based upon the
         Company's evaluation of imprecision risk associated with the commercial
         and consumer allowance levels and the estimated impact of the current
         economic environment.

         Mortgage Servicing Rights - Mortgage servicing rights ("MSRs")
         associated with loans originated and sold, where servicing is retained,
         are capitalized and included in the consolidated balance sheet. The
         value of the capitalized servicing rights represents the present value
         of the future servicing fees arising from the right to service loans in
         the portfolio. Critical accounting policies for MSRs relate to the
         initial valuation and subsequent impairment tests. The methodology used
         to determine the valuation of MSRs requires the development and use of
         a number of estimates, including anticipated principal amortization and
         prepayments of that principal balance. Events that may significantly
         affect the estimates used are changes in interest rates, mortgage loan
         prepayment speeds and the payment performance of the underlying loans.
         The carrying value of the MSRs is periodically reviewed for impairment
         based on a determination of fair value. For purposes of measuring
         impairment, the servicing rights are compared to a valuation prepared
         on a discounted cash flow methodology, utilizing current prepayment
         speeds and discount rates. Impairment, if any, is recognized through a
         valuation allowance and is recorded as amortization of intangible
         assets. As of September 30, 2005 and December 31, 2004, mortgage
         servicing rights had carrying values of $24,000 and $29,000,
         respectively.

         PRINCIPLES OF CONSOLIDATION

         The financial statements of North Penn Bancorp, Inc. have been
         consolidated with those of its wholly-owned subsidiary, North Penn
         Bank, and the Bank's wholly-owned subsidiary, Norpenco, Inc.,
         eliminating intercompany accounts. Norpenco, Inc. is used by the Bank
         to make equity investments in other banking companies.

         BASIS OF PRESENTATION

         The unaudited condensed consolidated financial statements have been
         prepared in accordance with generally accepted accounting principals
         for interim financial information. In the opinion of management, all
         adjustments that are of a normal recurring nature and are considered
         necessary for a fair presentation have been included. They are not,
         however, necessarily indicative of the results of consolidated
         operations for a full year.


                                       6
<PAGE>


         USE OF ESTIMATES

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenue and expenses during the reporting period.
         Actual results could differ from those estimates.

         Material estimates that are particularly susceptible to significant
         change relate to the determination of the allowance for loan losses on
         loans and the valuation of real estate acquired in connection with
         foreclosures or in the satisfaction of loans. In connection with the
         determination of the allowances for losses on loans and foreclosed real
         estate, management periodically obtains independent appraisals for
         significant properties.

2. INVESTMENT SECURITIES

         The Bank's investments in securities are classified in two categories
         and accounted for as follows:

         Securities Held-to-Maturity. Bonds, notes and debentures for which the
         Bank has the positive intent and ability to hold to maturity are
         reported at cost, adjusted for amortization of premiums and accretion
         of discounts.

         Securities Available-for-Sale. Securities available-for-sale consist of
         bonds, notes, debentures and equity securities not classified to be
         held-to-maturity and are carried at fair value with unrealized holding
         gains and losses, net of tax, reported as a separate component of other
         comprehensive income until realized.

         Purchase premiums and discounts are recognized in interest income on
         the straight-line basis over the terms of the securities, which
         approximates the interest method. Declines in the fair value of
         held-to-maturity and available-for-sale securities below their cost
         that are deemed to be other than temporary are reflected in earnings as
         realized losses. Gains and losses on the sale of securities are
         recorded on the trade date and are determined using the specific
         identification method and are reported as other income in the statement
         of income.

                                       7
<PAGE>

         The amortized cost and fair value of investment securities at September
         30, 2005 and December 31, 2004 are as follows:


                               AVAILABLE-FOR-SALE
                               SEPTEMBER 30, 2005
                                 (In thousands)

<TABLE>
<CAPTION>
                                                        Gross       Gross
                                           Amortized   Unrealized   Unrealized     Fair
                                             Cost        Gains       Losses        Value
            -------------------------------------------------------------------------------
<S>                                        <C>         <C>          <C>          <C>
            U.S. Agency securities         $ 2,385     $    --      $   (47)     $ 2,338
            Mortgage-backed securities       6,909           2         (178)       6,733
            Municipal securities             7,576          --         (140)       7,436
            Other securities                 1,518           7           (9)       1,516
                                           -------     -------      -------      -------
               Total debt securities        18,388           9         (374)      18,023
            Equity securities                  703          24          (28)         699
                                           -------     -------      -------      -------
              Total Available for Sale     $19,091     $    33      $  (402)     $18,722
                                           =======     =======      =======      =======
</TABLE>

                               AVAILABLE-FOR-SALE
                                DECEMBER 31, 2004
                                 (In thousands)
<TABLE>
<CAPTION>
                                                        Gross       Gross
                                           Amortized   Unrealized   Unrealized     Fair
                                             Cost        Gains       Losses        Value
            -------------------------------------------------------------------------------
<S>                                        <C>         <C>          <C>          <C>
            U.S. Agency securities         $ 2,385     $    --     $   (35)     $ 2,350
            Mortgage-backed securities      10,882          10        (116)      10,776
            Municipal securities               875           1          (3)         873
            Other securities                 8,544         143          (1)       8,686
                                           -------     -------     -------      -------
                 Total debt securities      22,686         154        (155)      22,865
            Equity securities                  273          11          (2)         282
                                           -------     -------     -------      -------
              Total Available for Sale     $22,959     $   165     $  (157)     $22,967
                                           =======     =======     =======      =======

</TABLE>

                                HELD-TO-MATURITY
                                DECEMBER 31, 2004
                                 (In thousands)

<TABLE>
<CAPTION>
                                                        Gross       Gross
                                           Amortized   Unrealized   Unrealized     Fair
                                             Cost        Gains       Losses        Value
            -------------------------------------------------------------------------------
<S>                                        <C>         <C>          <C>          <C>
            Municipal securities           $   498           5          --          503
                                           -------     -------     -------      -------
              Total Available for Sale     $   498     $     5     $    --      $   503
                                           =======     =======     =======      =======
</TABLE>

              The gross fair value and unrealized losses of the Bank's
              investments, aggregated by investment category and length of time
              that individual securities have been in a continuous unrealized
              loss position at September 30, 2005 is as follows:


                                       8
<PAGE>

<TABLE>
<CAPTION>
                                     Less than 12 months         12 months or longer            Total
                                    Fair       Unrealized       Fair       Unrealized      Fair        Unrealized
                                   Value         Losses        Value         Losses        Value         Losses
                                  --------      --------      --------      --------      --------      --------
<S>                               <C>           <C>           <C>           <C>           <C>           <C>
            U.S. Agencies         $     --      $     --      $  2,338      $    (47)     $  2,338      $    (47)
            Mortgage-backed             --            --         6,599          (178)        6,599          (178)
            Municipal                7,436          (140)           --            --         7,436          (140)
            Other securities            --            --           498            (9)          498            (9)
            Equity securities          699           (28)           --            --           699           (28)
                                  --------      --------      --------      --------      --------      --------
                                  $  8,135      $   (168)     $  9,435      $   (234)     $ 17,570      $   (402)
                                  ========      ========      ========      ========      ========      ========
</TABLE>

         The Bank invests in debt securities of the U.S. government, U.S.
         agencies, U.S. sponsored agencies, obligations of states and political
         subdivisions and corporate obligations. Changes in market value of all
         debt securities can result from changes in interest rates. Changes in
         credit quality can affect securities of states and political
         subdivisions and corporate obligations. The changes in market value of
         the debt securities held by the Bank have been due to changes in
         interest rates, and because the Bank has the ability to hold these
         investments until maturity, the Bank does not consider these
         investments to be other-than-temporarily impaired at September 30,
         2005.

         The Bank invests in equity securities of other banks through its
         subsidiary, Norpenco, Inc. Management has evaluated the near-term
         prospects of the issuers with unrealized losses, in relation to the
         severity and duration of the impairment. Based on that evaluation, and
         the Bank's ability to hold these stocks for a reasonable period of time
         sufficient for a forecasted recovery of fair value, the management does
         not consider these investments to be other-than-temporarily impaired at
         September 30, 2005.

3.       LOANS

                                                  September 30,  December 31,
                                                      2005          2004
                                                    -------       -------
                                                          (In thousands
            Real estate mortgages:
              Construction and land development     $   596       $ 2,030
              Residential, 1 - 4 family              37,147        35,892
              Residential, multi-family                  --           256
              Commercial                             23,902        13,640
                                                    -------       -------
                 Total real estate mortgages         61,645        51,818

            Commercial                                1,269           347
            Consumer                                  9,068         9,595
                                                    -------       -------
                  Total loans                        71,982        61,760
            Allowance for loan loss                     994           931
                                                    -------       -------
                 Total loans, net                   $70,988       $60,829
                                                    =======       =======

         Loans are stated at the principal amount outstanding, net of any
         unearned income, deferred loan fees and the allowance for loan losses.
         Commercial loans secured by real estate have been reclassified as
         mortgages for September 2005 and December 2004. Interest on mortgage
         and commercial loans is calculated at the time of payment based on the
         current outstanding balance of the loan. Interest on consumer loans is
         recognized on the simple interest method.

                                       9
<PAGE>

         The allowance for loan losses is increased by charges to income and
         decreased by charge-offs (net of recoveries). Management's periodic
         evaluation of the adequacy of the allowance is based on the bank's past
         loan loss experience, known and inherent risks in the portfolio,
         adverse situations that may affect the borrower's ability to pay, the
         estimated value of any underlying collateral and current economic
         conditions.

         Uncollectable interest on loans that are contractually past due 90 days
         or more is credited to an allowance established through management's
         periodic evaluation. The allowance is established by a charge to
         interest income equal to all interest previously accrued, and income is
         subsequently recognized only to the extent that cash payments are
         received until, in management's judgment, the borrower's ability to
         make periodic interest and principal payments is back to normal, in
         which case the loan is returned to accrual status.

         The company granted a loan to the North Penn Employee Stock Ownership
         Plan with a balance at September 30, 2005 of $545,000. Repayment of the
         loan will occur over 15 years with equal annual payments of principal
         and quarterly payments of interest at prime (6.75% at September 30,
         2005), which will be funded by the Bank's annual contributions to the
         plan, as approved by the Board of Directors.

4.       OTHER BORROWINGS

         The Bank has a line of credit agreement with the Federal Home Loan Bank
         of Pittsburgh for short term borrowings varying from one day to three
         years. Advances on this line must be secured by "qualifying collateral"
         as defined in the agreement and bear interest at fixed or variable
         rates as determined at the date advances are made. The line expires in
         June, 2006. At September 30, 2005, the Bank borrowed $725,000 in
         overnight funds.

         The Bank also has two term loans from the Federal Home Loan Bank. One
         is a $5,000,000 term loan at a fixed rate of 6.19%, which was issued in
         July of 2000, and matures July of 2010. The loan requires monthly
         interest payments, with the principal due at maturity. The other loan
         is $7,000,000 issued in July of 2005 and matures July of 2015. The
         interest rate is fixed at 4.34%, for two years, at which time the FHLB
         has the option to convert it to an adjustable rate if the related index
         reaches the strike rate of 8.00%. Interest is due quarterly and the
         principal is due at maturity.


                                       10
<PAGE>

5.       EARNINGS PER SHARE

         Earnings per share are calculated based on 1,443,555 shares outstanding
         for both the current and prior periods. The prior periods did not have
         stock issued and should be considered pro forma figures. The 1,443,555
         outstanding at September 30, 2005, includes 778,451 issued to the
         mutual holding company, and 28,277 issued to the charitable foundation
         in conjunction with the reorganization effective June 1, 2005.


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING INFORMATION

         In addition to historical information, this Report on Form 10-QSB may
include certain forward-looking statements based on current management
expectations. The Company's actual results could differ materially from those
management expectations. Factors that could cause future results to vary from
current management expectations include, but are not limited to, general
economic conditions, legislative and regulatory changes, monetary and fiscal
policies of the federal government, changes in tax policies, rates and
regulation of federal, state and local tax authorities, changes in interest
rates, deposit flows, the cost of funds, demand for loan products, demand for
financial services, competition, changes in the quality of competition, changes
in the quality or composition of the Company's loan or investment portfolios,
changes in accounting principles, policies or guidelines, and other economic,
competitive, governmental and technological factors affecting the Company's
operations, markets, products, services and prices. Further description of the
risks and uncertainties to the business are included in detail under the caption
"Liquidity and Capital Reserves."

FINANCIAL CONDITION

Our total assets increased $7,475,000 from $92,997,000 at December 31, 2004 to
$100,472,000 at September 30, 2005, or 8%. The increase was primarily in loans.
Loans increased $10,159,000 from $60,829,000 at December 31, 2004 to $70,988,000
at September 30, 2005, or 17%. Investment securities had a net decrease of
$4,743,000 primarily to fund loans, even though the company borrowed $7,000,000
and purchased bonds as part of a leveraging strategy. The decrease included
$4,428,000 in sales of securities and the remainder in maturities and principal
payments on mortgage-backed securities. All of the company's securities
classified as "held to maturity" have matured.

The increase in loans as previously mentioned is mainly due to an increase in
commercial loans. The Bank has been increasing its commercial loan portfolio to
diversify its loan portfolio and reduce its exposure to the interest rate risk
associated with residential mortgages. Most of the Bank's commercial loans are
secured by real estate in order to minimize their risk.

The allowance for loan loss was $994,000 at September 30, 2005, compared to
$931,000 at December 31, 2004. We recorded $30,000 in loan loss provision for
the three months and $75,000 for the nine months ended September 30, 2005. The
Bank charged-off $14,000 in loans for the three and nine months ended in
September, had no recoveries for the three months ended in September 2005, but
$2,000 for the nine months ended in September 2005. The increase in the
provision is due to the increase in the Bank's portfolio of commercial loans.
Management assesses the adequacy of the allowance for loan losses based on
evaluating known and inherent risks in the loan portfolio and upon management's
continuing analysis of the factors underlying the quality of the loan portfolio.
While management believes that, based on information currently available, the

                                       11
<PAGE>

allowance for loan losses is sufficient to cover losses inherent in its loan
portfolio at this time, no assurance can be given that the level of the
allowance for loan losses is sufficient to cover future possible loan losses
incurred by the Bank 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. Management may in the future increase
the level of the allowance for loan losses as a percentage of total loans and
non-performing loans in the event it increases the level of commercial or
consumer lending as a percentage of its total loan portfolio. In addition,
various regulatory agencies, as an integral part of their examination process,
periodically review the allowance for loan losses. Such agencies may require the
Bank to provide additions to the allowance based upon judgments different from
management.

Non-performing loans, which are loans past due 90 days or more and non-accruing
loans, totaled $568,000 at September 30, 2005, compared to $1,357,000 at
December 31, 2004. The improvement was primarily in non-accruing residential
mortgages which decreased by $783,000. The ratio of the Bank's allowance for
loan losses to total loans was 1.38% at September 30, 2005 and 1.51% at December
31, 2004.

Total deposits decreased $3,388,000 or 5% from $77,342,000 at December 31, 2004
to $73,954,000 at September 30, 2005. Non-interest bearing deposits increased by
$563,000 or 10%, and interest bearing deposits declined $3,951,000 or 6%.

Other borrowings increased $5,350,000 from $7,375,000 at December 31, 2004 to
$12,725,000 at September 30, 2005, due to a second term loan of $7 million and
reductions in overnight borrowings from the Federal Home Loan Bank of
Pittsburgh. The Bank now has two term loans totaling $12 million from the FHLB,
along with overnight borrowing availability on its credit line, which are
discussed in Note 4.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

Net income totaled $84,000 for the three months ended September 30, 2005
compared to $94,000 for the three months ended September 30, 2004, a decrease of
$10,000, or 11%. Net income decreased primarily due to increased interest
expense on deposits and borrowed funds of $84,000, and an increase in provision
for loan loss of $30,000. The increased expense was partially offset by
decreased income tax expense of $53,000 due to the purchase of tax-exempt bonds.

Interest income increased $33,000 or 3%, to $1,349,000 in 2005, compared to
$1,316,000 in 2004. Interest on loans increased $182,000 or 19%, from $967,000
in 2004 to $1,149,000 in 2005. The increases are due to higher loan volumes and
the increase in the prime rate. Interest and dividends on investments decreased
$149,000 or 43% from $349,000 in 2004, to $200,000 in 2005, due to lower
balances of investments.

                                       12
<PAGE>

Interest expense increased $84,000 or 17% from $484,000 in 2004 to $568,000 in
2005. Interest on deposits increased $16,000 or 4%, from $402,000 in 2004 to
$418,000 in 2005. Interest on borrowed funds increased $68,000 or 83% from
$82,000 in 2004 to $150,000 in 2005 due primarily to the additional term loan
from the FHLB of $7,000,000.

Net interest income decreased $51,000 or 6%, from $832,000 to $781,000.

Other income for the second quarter increased $48,000 or 192%, from $25,000 in
2004, to $73,000 in 2005, mostly due to overdraft and service fee increases.
Total other expenses increased $30,000 or 4% from $703,000 in 2004 to $733,000
in 2005. Salaries and employee benefits increased $81,000 or 22% from $362,000
in 2004, to $443,000 in 2005, while occupancy and equipment expense decreased
$11,000, or 8% from $143,000 in 2004, to $132,000 in 2005, and other expenses
decreased $40,000 or 20%, from $198,000 in 2004 to $158,000 in 2005.

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

Net income totaled $215,000 for 2005 compared to $285,000 for 2004, a decrease
of $70,000 or 24%. Higher employee expenses and the charitable contribution to
fund the North Penn Charitable Foundation account for the lower net income.

Interest income increased $160,000 or 4%, to $3,837,000 for 2005 compared to
$3,677,000 for 2004. Interest on loans increased $650,000 or 25%, from
$2,568,000 for 2004, to $3,218,000 for 2005. The increases are due to higher
loan volumes and increases in the prime rate. Interest on investments decreased
$490,000 or 44% from $1,109,000 to $619,000 due to lower balances of
investments.

Interest expense increased $41,000 or 3% from $1,488,000 in 2004 to $1,529,000
in 2005. Interest on deposits decreased $39,000 or 3%, from $1,249,000 in 2004
to $1,210,000 in 2005. Interest on borrowed funds increased $80,000 or 33% due
primarily to the second term loan.

Provision for loan loss increased from $0 in 2004 to $70,000 in 2005.

Net interest income increased $119,000 or 5%, from $2,189,000 to $2,308,000.

Other income increased $12,000 or 5% from $240,000 in 2004 to $252,000 in 2005.
Total other expenses increased $120,000 or 6% from $2,041,000 in 2004 to
$2,161,000 in 2005. Salaries and employee benefits increased $118,000 or 11%
from $1,068,000 in 2004 to $1,186,000 in 2005, while occupancy and equipment
expense decreased $43,000 or 10% from $422,000 in 2004 to $379,000 in 2005.
Higher salaries and medical insurance costs account for the increase in salaries
and employee benefits. Other expenses increased $45,000 or 8% from $551,000 in
2004 to $596,000 in 2005. Other expenses would have declined except for the
$100,000 charitable contribution the Bank made to the North Penn Charitable
Foundation, in conjunction with the stock offering.

                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Bank's primary sources of funds are deposits, principal and interest
payments on loans and investments, FHLB advances and proceeds from mortgage loan
sales. While maturities and scheduled amortization of loans are predictable
sources of funds, deposit flows and mortgage prepayments are greatly influenced
by general interest rates, economic conditions, and competition. The Bank's
regulators require the Bank to maintain sufficient liquidity to ensure its safe
and sound operation.

A review of the Consolidated Statement of Cash Flows included in the
accompanying financial statements shows that the Bank's cash and cash
equivalents increased $1,851,000 for the nine months ended September 30, 2005.
During that period, cash was primarily provided from the issuance of stock,
sales and redemptions of securities, other borrowings, reduction of deposits in
other banks and earnings. During the period, cash was used primarily to fund
loans to customers, purchase securities, and fund a decrease in customer's
deposits.

At September 30, 2005 and December 31, 2004, the Bank exceeded all of its
regulatory capital requirements as indicated in the following table.

<TABLE>
<CAPTION>
                                                             September 30,       December 31,
                                                                2005                  2004
                                                           -----------------------------------
                                                                  (Dollars in Thousands)
<S>                                                            <C>                  <C>
  Tier 1 capital:
      Equity, less unrealized gains or losses                  $11,045              $ 7,744
  Tier 2 capital:
       Loan loss reserves includable in Tier 2                     880                  803
  Total risk-based capital                                      11,925                8,547

  Risk-adjusted assets (including off-balance sheet items)      70,275               64,150
  Tier 1 capital ratio (4.00% required)                          15.72%               12.07%
  Total  risked-based capital ratio (8.00% required)             16.97%               13.33%
  Tier 1 leverage ratio                                          11.19%                8.36%
</TABLE>

  RELATED PARTIES

The Company does not have any material transactions involving related persons or
entities, other than traditional banking transactions, which are made on the
same terms and conditions as those prevailing at the time for comparable
transactions with unrelated parties.

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's 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 and principal financial officers,
as appropriate to allow timely decisions regarding required disclosure.



                                       14

<PAGE>

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.

USE OF PROCEEDS

     1.   The effective date of the Securities Act statement for which the use
          of proceeds information is being disclosed is December 10, 2004. The
          Commission file number assigned to the registration statement is
          333-121121.

     2.   The offering was commenced on March 28, 2005.

     3.   The offering was not terminated before any securities were sold.

     4.   (i)    The offering terminated upon the completion of the sale of all
                 of the Company's common stock registered.

          (ii)   Ryan, Beck & CO. served as the managing underwriter for the
                 offering.

          (iii)  The Company registered common stock, par value $0.10 per share.

          (iv)   The amount of shares registered was 636,863. The aggregate
                 price of the offering amount registered was $6,368,630. The
                 Company sold a total of 636,863 shares of its common stock at
                 an aggregate offering price of $6,368,630.

          (v)    From the effective date of the Securities Act registration
                 statement to September 30, 2005, the Company incurred $654,000
                 in expenses in connection with the issuance and distribution of
                 the securities registered for underwriting discounts and
                 commissions, finders' fees, expenses paid to or for
                 underwriters, other expenses and total expenses. The payments
                 were direct payments to persons other than directors, officers,
                 general partners of the Company or their associates, persons
                 owning 10% or more of any class of equity securities of the
                 Company or affiliates of the Company.

          (vi)   The net offering proceeds to the Company from the offering were
                 $5,714,000.

          (vii)  From March 28, 2005 to September 30, 2005, the amount of net
                 offering proceeds used for certain items and any other purposes
                 for which at least 5% of the Company's total offering proceeds
                 or $100,000 (whichever is less) has been used are listed below:

                                                                  Amount of Net
                                Activity                            Proceeds
                 -----------------------------------------        ----------

                 Net Offering Proceeds                            $5,714,000

                 Construction of Plant, Building and
                   Facilities                                             --
                 Purchase and Installation of Machinery
                   and Equipment                                          --
                 Purchase of Real Estate                                  --
                 Acquisition of Other Business(es)                        --
                 Repayment of Indebtedness                                --
                 Working Capital                                          --
                 Temporary Investments
                 Contribution to North Penn Bank                  $2,929,000
                 Contribution to North Penn Mutual Holding
                   Company                                        $  100,000
                 Contribution to North Penn Charitable
                   Foundation                                     $  100,000
                 Loan to North Penn Bank Employee Stock
                   Ownership Plan                                 $  535,000
                 Dividends Paid to Company Shareholders                   --
                                                                  ----------

                 Proceeds Remaining at North Penn Bancorp, Inc.   $2,050,000
                                                                  ==========

                 The payments described above were direct payments to persons
                 other than directors, officers, general partners of the Company
                 or their associates, persons owning 10% or more of any class of
                 equity securities of the Company or affiliates of the Company.

          (viii) The use of proceeds described above is consistent with the use
                 of proceeds described in the Company's prospectus and does not
                 represent a material change thereto.


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.

        EXHIBITS

        11.1   Statement re: computation of per share earnings:  Refer to Note 5

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

        31.1   Rule 13a-14(a) /15d-14(a) Chief Financial Officer Certification

        32.1   Section 1350 Certification of Chief Executive Officer

        32.2   Section 1350 Certification of Chief Financial Officer

         FORM 8-K

         None.


                                       15
<PAGE>

                                   SIGNATURES


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

                                                       North Penn Bancorp, Inc


Dated:   March 29, 2006                                /s/  Frederick L. Hickman
         --------------                                -------------------------
                                                       Frederick L. Hickman
                                                       President and
                                                       Chief Executive Officer


Dated:   March 29, 2006                                /s/ Philip O. Farr
         --------------                                -------------------------
                                                       Philip O. Farr
                                                       Senior Vice President and
                                                       Chief Financial Officer