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         June 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
[ ]

         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 June 30, 2005
                      and December 31, 2004

                   Condensed Consolidated Statements of Income for the three
                      and six months ended June 30, 2005 and 2004

                   Condensed Consolidated Statements of Cash Flows for
                      the six months ended June 30, 2005 and 2004

                   Notes to Unaudited Condensed Consolidated
                      Financial Statements

      Item 2.      Management's Discussion and Analysis

      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>

 EXPLANATORY 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.

         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.


ITEM I.  FINANCIAL STATEMENTS


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

<TABLE>
<CAPTION>
                                                                               June 30,       December 31,
                                                                                 2005            2004
                                                                              (Unaudited)      (Audited)
                                                                               --------        --------
                                                                                    (In thousands)
<S>                                                                            <C>             <C>
ASSETS:
Cash and due from banks                                                        $  2,681        $    719
Interest bearing deposits                                                             6             940
                                                                               --------        --------
Total cash and cash equivalents                                                   2,687           1,659
Investment securities, available for sale                                        13,933          22,967
Investment securities, held to maturity
 (fair value 2004, $503)                                                            498
Equity securities at cost, substantially restricted                                 474             786
Loans, net of allowance for loan losses                                          68,536          60,829
Bank premises and equipment - net                                                 3,354           2,713
Accrued interest receivable                                                         566             529
Cash surrender value of life insurance                                            1,979           1,817
Deferred income taxes                                                               231             291
Other assets                                                                        100             908
                                                                               --------        --------
TOTAL ASSETS                                                                     91,860          92,997
                                                                               ========        ========

LIABILITIES:
Deposits:
Non-interest bearing deposits                                                     4,074           4,127
Interest bearing demand deposits                                                 25,525          30,190
Interest bearing time deposits                                                   43,289          43,025
                                                                               --------        --------
     Total deposits                                                              72,888          77,342
Other borrowed funds                                                              5,100           7,375
Accrued interest and other liabilities                                              369             527
                                                                               --------        --------
TOTAL LIABILITIES                                                                78,357          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                                                        5,770              --
Retained earnings                                                                 7,779           7,748
Accumulated other comprehensive income                                             (109)              5
                                                                               --------        --------
TOTAL STOCKHOLDERS' EQUITY                                                       13,503           7,753
                                                                               --------        --------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                     $ 91,860        $ 92,997
                                                                               ========        ========
</TABLE>

       See notes to unaudited condensed consolidated financial statements.

                                       2

<PAGE>


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

<TABLE>
<CAPTION>
                                               Six Months Ended            Three Months Ended
                                          --------------------------    -------------------------
                                            June 30,       June 30,        June 30,     June 30,
                                             2005            2004           2005          2004
                                          -----------    -----------    -----------   -----------
<S>                                       <C>            <C>            <C>           <C>
INTEREST INCOME
Interest on loans                         $     2,069    $     1,601    $     1,097   $       819
Interest and dividends on investments             419            760            180           371
                                          -----------    -----------    -----------   -----------
     Total interest income                      2,488          2,361          1,277         1,190
INTEREST EXPENSE
Interest on deposits                              792            847            396           417
Interest on borrowed funds                        169            157             81            79
                                          -----------    -----------    -----------   -----------
     Total interest expense                       961          1,004            477           496
                                          -----------    -----------    -----------   -----------
NET INTEREST INCOME                             1,527          1,357            800           694

PROVISION FOR LOAN LOSSES                          45              0             30             0
                                          -----------    -----------    -----------   -----------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES                                     1,482          1,357            770           694
                                          -----------    -----------    -----------   -----------
OTHER INCOME
Service charges on deposit accounts                55             64             16            34
Other income                                       80            121             40            70
Gain on sale of other real estate                  40             26             40            26
Gain on sale of securities                          4              4              0             0
                                          -----------    -----------    -----------   -----------
TOTAL OTHER INCOME                                179            215             96           130

OTHER EXPENSE
Salaries and employee benefits                    743            706            366           360
Occupancy and equipment expense                   247            279            131           147
Other expenses                                    438            353            282           189
                                          -----------    -----------    -----------   -----------
TOTAL OTHER EXPENSE                             1,428          1,338            779           696
                                          -----------    -----------    -----------   -----------
INCOME BEFORE INCOME TAXES                        233            234             87           128

INCOME TAX EXPENSE (BENEFIT)                      102             44             48            52
                                          -----------    -----------    -----------   -----------
NET INCOME                                        131            190             39            76
OTHER COMPREHENSIVE INCOME (LOSS):
Unrealized holding loss arising during
period, net of income tax                        (114)          (397)            23          (449)
                                          -----------    -----------    -----------   -----------
COMPREHENSIVE INCOME                      $        17    $      (207)   $        62   $      (373)
                                          ===========    ===========    ===========   ===========

Weighted average number of shares
outstanding                               $ 1,443,555      1,443,555      1,443,555     1,443,555
Earnings per share                        $      0.09    $      0.13     $     0.03    $     0.05
</TABLE>

       See notes to unaudited condensed consolidated financial statements.

                                       3

<PAGE>

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


<TABLE>
<CAPTION>
                                                                                    2005      2004
                                                                                  -------    -------
<S>                                                                               <C>        <C>
Operating Activities:
Net income                                                                        $   131    $   190
Items not requiring (providing) cash
  Depreciation                                                                         97        136
  Provision for loan losses                                                            45          0
   Increase in cash surrender value of life insurance                                 (37)       (35)
  Net realized (gain) loss on securities                                               (4)        (4)
  Changes in:
    Accrued interest income and other assets                                          214        (71)
    Accrued interest expense and other liabilities                                   (102)       587
                                                                                  -------    -------
      Net Cash Provided by Operating Activities                                       344        803
                                                                                  -------    -------

Investing Activities:
  Purchase bank premises and equipment                                               (118)      (145)
  Purchase of securities "available for sale"                                        (291)      (385)
  Sales of securities "available for sale"                                          4,428      1,254
  Redemptions of securities "available for sale"                                    3,593      2,434
  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"                    1,135      1,589
  Purchase of life insurance policies                                                (125)
  Net redemption of restricted stock                                                  312         29
  Net increase in loans to customers                                               (7,754)    (6,550)
  Net increase in other real estate                                                    --         50
                                                                                  -------    -------
    Net Cash Provided by (Used) In Investing Activities                             1,680     (2,975)
                                                                                  -------    -------
Financing Activities:
  Increase (decrease) in deposits                                                  (4,454)     1,201
  Increase (decrease) in borrowed funds                                            (2,275)        --
  Issuance of common stock                                                          5,833         --
  Cash dividends paid                                                                (100)        --
                                                                                  -------    -------
    Net Cash Used In Financing Activities                                            (996)     1,201
                                                                                  -------    -------
Net Increase (Decrease) In Cash and Cash Equivalents                                1,028       (971)
                                                                                  -------    -------
Cash and Cash Equivalents, January 1                                                1,659      3,068
                                                                                  -------    -------
Cash and Cash Equivalents, June 30                                                $ 2,687    $ 2,097
                                                                                  =======    =======
Supplementary Schedule of Cash Flow Information:
  Cash paid during the period for:
    Interest                                                                      $   126    $   148
    Income taxes                                                                       46          2

  Non-cash investing and financing activities:
    Unrealized gains (losses) on securities                                       $  (164)   $  (119)

</TABLE>

       See notes to unaudited condensed consolidated financial statements.

                                       4

<PAGE>


         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.       NATURE OF OPERATIONS AND SUMMARY OF
         SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF OPERATIONS

         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.

         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.

         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.

         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

                                       5

<PAGE>

         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.

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



                                        6

<PAGE>

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

                                                 Gross        Gross
                                     Amortized  Unrealized  Unrealized    Fair
                                       Cost      Gains        Losses      Value
                                     -------    -------       -------    -------
        U.S. Agency securities       $ 2,385    $             $   (32)   $ 2,353
        Mortgage-backed securities     7,470          3          (129)     7,344
        Municipal securities             550                       (9)       541
        Other securities               3,024         15            (8)     3,031
                                     -------    -------       -------    -------
           Total debt securities      13,429         18          (178)    13,269
        Equity securities                668         18           (22)       664
                                     -------    -------       -------    -------
          Total Available for Sale   $14,097    $    36       $  (200)   $13,933
                                     =======    =======       =======    =======

                               AVAILABLE-FOR-SALE
                                DECEMBER 31, 2004
                                 (In thousands)

                                                 Gross        Gross
                                     Amortized  Unrealized  Unrealized    Fair
                                       Cost      Gains        Losses      Value
                                     -------    -------       -------    -------
        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
                                     =======    =======       =======    =======

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

                                                 Gross        Gross
                                     Amortized  Unrealized  Unrealized    Fair
                                       Cost      Gains        Losses      Value
                                     -------    -------       -------    -------
        Municipal securities         $   498          5            --        503
                                     -------    -------       -------    -------
          Total Available for Sale   $   498    $     5       $    --    $   503
                                     =======    ======        =======    =======



                                       7

<PAGE>


         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 June
         30, 2005 is as follows:
<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       $           $           $  2,353    $    (32)   $  2,353    $    (32)
         Mortgage-backed           --          --       7,196        (129)      7,196        (129)
         Municipal                 --          --         541          (9)        541          (9)
         Other securities          --          --         500          (8)        500          (8)
         Equity securities        514         (22)         --          --         514         (22)
                             --------    --------    --------    --------    --------    --------
                             $    514    $    (22)   $ 10,590    $   (178)   $ 11,805    $   (200)
                             ========    ========    ========    ========    ========    ========
</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 June 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
         June 30, 2005.

3.       LOANS
<TABLE>
<CAPTION>
                                                          June 30,     December 31,
                                                           2005           2004
                                                          --------     ------------
                                                             (In thousands)
<S>                                                       <C>            <C>
               Real estate mortgages:
                 Construction and land development        $    --        $ 2,030
                 Residential, 1 - 4 family                 38,435         35,892
                 Residential, multi-family                     --            256
                 Commercial                                21,065         13,640
                                                          -------        -------
                    Total real estate mortgages            59,500         51,818

               Commercial                                     754            347
               Consumer                                     9,260          9,595
                                                          -------        -------
                     Total loans                           69,514         61,760
               Allowance for loan loss                        978            931
                                                          -------        -------
                    Total loans, net                      $68,536        $60,829
                                                          =======        =======
</TABLE>

                                       8
<PAGE>

         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 June 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.

         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 June 30, 2005 of $380. Subsequently advances
         have been made to bring the loan to its maximum amount of $545.
         Repayment of the loan will occur over 15 years with annual payments of
         principal and interest 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 June 30, 2005, the Bank borrowed $100 in overnight
         funds.

         The Bank also has a $5,000 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.

                                       9
<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 June 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.

                                       10
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

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

All amounts presented are in thousands, except ratios.

Our total assets decreased $1,137 from $92,997 at December 31, 2004 to $91,860
at June 30, 2005, or 1%. The decline was primarily in investment securities.
Investment securities decreased $9,532 from $23,465 at December 31, 2004 to
$13,933 at June 30, 2005, or 40%. Investment securities decreased primarily to
fund an increase in loans and a decline in other borrowings. The decrease
included $4,428 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.

Net loans increased $7,707, or 13%, from $60,829 at December 31, 2004 to $68,536
at June 30, 2005, 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 $978 at June 30, 2005, compared to $931 at
December 31, 2004. We recorded $30 in loan loss provision for the three months
and $45 for the six months ended June 30, 2005. The Bank had no loans
charged-off, or recoveries during the three months ending in June, but had $2 in
recoveries for the six months ending in June 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


                                       11
<PAGE>

management believes that, based on information currently available, the
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 $1,108 at June 30, 2005, compared to $1,357 at December 31, 2004.
The improvement was primarily in non-accruing residential mortgages which
decreased by $255, while non-accruing consumer loans increased by $6. The ratio
of the Bank's allowance for loan losses to total loans was 1.41% at June 30,
2005 and 1.51% at December 31, 2004.

Total deposits decreased $4,454 or 6% from $77,342 at December 31, 2004 to
$72,888 at June 30, 2005. Non-interest bearing deposits declined by $53 or 1%,
interest bearing demand deposits declined $4,665 or 15%, while time deposits
increased $264. The changes are primarily due to seasonal fluctuations.

Other borrowings decreased $2,275 from $7,375 at December 31, 2004 to $5,100 at
June 30, 2005, due to reductions in overnight borrowings from the Federal Home
Loan Bank of Pittsburgh.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2005 AND 2004

Net income totaled $39 and $131 for the three and six months ended June 30, 2005
compared to $76 and $190 for the three and six months ended June 30, 2004, a
decrease of $37, or 49% and $59 or 31%. Net income decreased primarily due to
the expense of the charitable contribution to fund the North Penn Charitable
Foundation, during the second quarter, as outlined in the prospectus for the
stock offering dated March 28, 2005.

Interest income increased $87 or 7%, to $1,277 during the second quarter in
2005, compared to $1,190 in 2004. Interest income increased $127 or 5%, to
$2,488 for the six months ended June 30, 2005 compared to $2,361 for June 30,
2004. Interest on loans increased $278 or 34%, from $819 in 2004 to $1,097
during the second quarter in 2005. For the six months ended June 30, interest on
loans increased $468 or 29%, from $1,601 for 2004, to $2,069 for 2005. The
increases are due to higher loan volumes and the increase in the prime rate.
Interest on investments decreased $191, or 51% from $371 to $180 during the


                                       12
<PAGE>

second quarter, and $341 or 45% from $760 to $419 for the six months ended June
30, 2005 due to lower balances of investments.

Interest expense during the second quarter decreased $19, or 4%, from $496 in
2004 to $477 in 2005. For the six months ended June 30, 2005, interest expense
decreased $43 or 4% from $1,004 in 2004 to $961 in 2005. Interest on deposits
for the second quarter decreased $21, or 5%, from $417 in 2004 to $396 in 2005,
due to the roll-off of higher rate time deposits. For the six months ended June
30, interest on deposits decreased $55 or 6%, from $847 in 2004 to $792 in 2005.
Interest on borrowed funds increased $2, or 3% for the second quarter of 2005
and $12 or 8% for the six months ended June 30, 2005 due to the volume of
overnight borrowings.

Net interest income increased $106 or 15% from $694 in 2004, to $800 for the
second quarter, and $170 or 13%, from $1,357 to $1,527 the six months ended June
30, 2005.

Other income for the second quarter decreased $34 or 26%, from $130 in 2004, to
$96 in 2005. Total other expenses increased $83 or 12% from $696 in 2004 to $779
in 2005. Salaries and employee benefits increased $6 or 2% from $360 in 2004, to
$366 in 2005, while occupancy and equipment expense decreased $16, or 11% from
$147 in 2004, to $131 in 2005, and other expenses increased $93 or 49%, from
$189 in 2004 to $282 in 2005. The Company's contribution of $100 to the North
Penn Charitable Foundation, as outlined in the stock offering prospectus is the
reason for the increase.

For the six months ended June 30, other income decreased $36 or 17% from $215 in
2004 to $179 in 2005. Total other expenses increased $90 or 7% from $1,338 in
2004 to $1,428 in 2005. Salaries and employee benefits increased $37 or 5% from
$706 in 2004 to $743 in 2005, while occupancy and equipment expense decreased
$32 or 11% from $279 in 2004 to $247 in 2005. Other expenses increased $85 or
24% from $353 in 2004 to $438 in 2005, primarily due to the contribution to the
North Penn Charitable Foundation.

LIQUIDITY AND CAPITAL RESOURCES

The Bank's primary sources of funds are deposits, principal and interest
payments on loans, 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 $1,028 for the six months ended June 30, 2005. During that
period, cash was primarily provided from the issuance of stock, sales and
redemptions of securities, deposits in other banks and earnings. During the
period, cash was used primarily to fund loans to customers, a decrease in
customer's deposits and a decrease in borrowed funds.

                                       13
<PAGE>

At June 30, 2005 and December 31, 2004, the Bank exceeded all of its regulatory
capital requirements as indicated in the following table.
<TABLE>
<CAPTION>
                                                         June 30, 2005     December 31, 2004
                                                         -------------     -----------------
                                                               (Dollars in Thousands)
<S>                                                          <C>                <C>
Tier 1 capital:
    Equity, less unrealized gains or losses                  $10,842            $ 7,744
Tier 2 capital:
     Loan loss reserves includable in Tier 2                     818                803
Total risk-based capital                                      11,660              8,547

Risk-adjusted assets (including off-balance sheet items)      92,845             92,686
Tier 1 capital ratio (4.00% required)                          16.76%             12.07%
Total  risked-based capital ratio (8.00% required)             18.02%             13.33%
Tier 1 leverage ratio                                          11.68%              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.

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.

                                       14
<PAGE>

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 June 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 June 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                                 $  379,800
                 Dividends Paid to Company Shareholders                   --
                                                                  ----------

                 Proceeds Remaining at North Penn Bancorp, Inc.   $2,205,200
                                                                  ==========

                 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

         3.1   Certificate of Incorporation of North Penn Bancorp, Inc.*

         3.2   By-laws of North Penn Bancorp, Inc.*

         4.1   Specimen Stock Certificate of North Penn Bancorp, Inc.*

         10.1  Amended and Restated Employment Agreement by and between
               Frederick L Hickman and North Penn Bancorp, Inc. and North Penn
               Bank

         10.2  Amended and Restated Employment Agreement by and between Thomas
               J. Dziak and North Penn Bancorp, Inc. and North Penn Bank

         10.3  Amended and Restated Employment Agreement by and between Thomas
               A. Byrne and North Penn Bancorp, Inc. and North Penn Bank

         10.4  Amended and Restated Employment Agreement by and between Theresa
               Yocum and North Penn Bancorp, Inc. and North Penn Bank

         10.5  North Penn Bank Employee Stock Ownership Plan

         11.1  Statement re: computation of per share earnings: Refer to Note 1

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

         31.2  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

         May 27, 2005     Press Release announcing completion of stock offering.

----------

* Incorporated herein by reference into this document from Form SB-2
  Registration Statement, as amended, filed on December 10, 2004, Registration
  No. 333-121121.

                                       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

                                       16