UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934





Date of Report (Date of earliest event reported):  January 21, 2005



NORTHEAST BANCORP

(Exact Name of Registrant as Specified in its Charter)



|Maine                                       | 1-14588                  | 01-0425066                          
|------------------------------------------- | ------------------------ | ------------------------------------
|(State or Other Jurisdiction Incorporation) | (Commission File Number) | (IRS Employer Identification Number)



|158 Court Street, Auburn, Maine          | 04210     
|---------------------------------------- | ----------
|(Address of Principal Executive Offices) | (Zip Code)



|Registrant's telephone number, including area code: | (207) 777-6411
|--------------------------------------------------- | --------------



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

- Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
- Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
- Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
- Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. Rule 13e-4(c)).

|Item 9.01 | Financial Statements and Exhibits.
|--------- | ----------------------------------
|(c)       | Exhibits.                         



|Exhibit No. | Description                                                                                                    
|----------- | ---------------------------------------------------------------------------------------------------------------
|99.1        | Press Release, dated January 21, 2005 regarding second quarter 2005 earnings and the declaration of a dividend.

Item 7.01     Regulation FD Disclosure.

On January 21, 2005, Northeast Bancorp, a Maine corporation (the "Company"), issued a press release announcing it's earnings for the second quarter ended December 31, 2004 and declaring the payment of a dividend. The full text of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained herein, including the exhibit attached hereto, is furnished pursuant to Item 7.01 of this Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Further, the information in this report (including the exhibits hereto) are not to be incorporated by reference into any of the Company's filings with the Securities and Exchange Commission, whether filed prior to or after the furnishing of these certificates, regardless of any general or specific incorporation language in such filing.

Item 2.02     Results of Information and Financial Condition.

The press release referred to under Item 7.01 above and filed as Exhibit 99.1 hereto included disclosure regarding the earnings and financial results of Northeast Bancorp for the second quarter ended December 31, 2004 and declaration of a dividend. The full text of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained herein, including the exhibit attached hereto,  is furnished pursuant to Item 2.02 of this Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Further, the information in this report (including the exhibits hereto) are not to be incorporated by reference into any of the Company's filings with the Securities and Exchange Commission, whether filed prior to or after the furnishing of these certificates, regardless of any general or specific incorporation language in such filing.

[Rest of Page Intentionally Blank.  Signature on Following Page.]







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|                       |     | NORTHEAST BANCORP                    
|---------------------- | --- | -------------------------------------
|Date: January 24, 2005 | By: | /s/ James D. Delamater               
|                       |     | James D. Delamater                   
|                       |     | President and Chief Executive Officer





EXHIBIT INDEX

|Exhibit No. | Description                                                                                                    
|----------- | ---------------------------------------------------------------------------------------------------------------
|99.1        | Press Release, dated January 21, 2005 regarding second quarter 2005 earnings and the declaration of a dividend.