<PAGE> 1



As filed with the United States Securities and Exchange Commission on April 5,
2004  Registration No. 333-


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



                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                     NORTHEAST PENNSYLVANIA FINANCIAL CORP.
             (exact name of registrant as specified in its charter)

          DELAWARE                                      06-1504091
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)



                               12 E. BROAD STREET
                          HAZLETON, PENNSYLVANIA 18201
                                 (570) 459-3700
              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

             NORTHEAST PENNSYLVANIA FINANCIAL CORP. 2004 STOCK PLAN
                            (Full Title of the Plan)
                     ---------------------------------------

                                           COPIES TO:
THOMAS M. PETRO
PRESIDENT AND CHIEF EXECUTIVE OFFICER      THOMAS J. HAGGERTY, ESQ.
NORTHEAST PENNSYLVANIA FINANCIAL CORP.     THOMAS P. HUTTON, ESQ.
12 E. BROAD STREET                         MULDOON MURPHY FAUCETTE & AGUGGIA LLP
HAZLETON, PENNSYLVANIA 18201               5101 WISCONSIN AVENUE, N.W.
(570) 459-3700                             WASHINGTON, D.C.  20016
(Name, address, including zip code,        (202) 362-0840
and telephone number, including area
code, of agent for service)

<TABLE>
<CAPTION>
================================================================================================================
                                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE       AMOUNT TO BE         OFFERING PRICE       AGGREGATE OFFERING       AMOUNT OF
     REGISTERED                 REGISTERED (1)         PER SHARE(3)           PRICE            REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
    <S>                          <C>                    <C>                  <C>                     <C>
    Common Stock                  205,000               $18.39               $3,769,950              $478
    $.01 par value               shares(2)
================================================================================================================
</TABLE>

(1)   Together with an indeterminate number of additional shares which may be
      necessary to adjust the number of shares reserved for issuance pursuant to
      the Northeast Pennsylvania Financial Corp. 2004 Stock Plan (the "Stock
      Plan") as the result of a stock split, stock dividend or similar
      adjustment of the outstanding common stock of Northeast Pennsylvania
      Financial Corp. pursuant to 17 C.F.R. Section 230.416(a).
(2)   Represents the shares which may be issued as stock awards or upon the
      exercise of options to purchase shares of Northeast Pennsylvania Financial
      Corp. common stock granted or to be granted under the Plan.
(3)   Estimated solely for the purpose of calculating the amount of the
      registration fee. Pursuant to 17 C.F.R. ss.230.457(c), under the
      Securities Act, the price per share is the average of the bid and ask
      price of Northeast Pennsylvania Financial Corp. common stock as reported
      on the Nasdaq National Market on April 1, 2004.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.

<PAGE> 2



NORTHEAST PENNSYLVANIA FINANCIAL CORP.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The information regarding the Northeast Pennsylvania Financial
Corp. (the "Company" or the "Registrant") 2004 Stock Plan (the "Plan") required
by Part I of the Registration Statement will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1) under the Securities
Act. Such documents are not filed with the Securities and Exchange Commission
(the "SEC") either as a part of this Registration Statement or as a prospectus
or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Such
documents and the information incorporated by reference pursuant to Item 3 of
Part II of this Registration Statement constitute the prospectus for the
Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed by the Company with the SEC are incorporated
by reference in this Registration Statement:

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2003, which includes the consolidated statements of financial
condition of Northeast Pennsylvania Financial Corp. and subsidiaries as of
September 30, 2003 and 2002 and the related consolidated statements of
operations, comprehensive income (loss), changes in equity, and cash flows for
each of the years in the three-year period ended September 30, 2003, together
with the related notes and report of KPMG LLP, independent certified public
accountants filed with the SEC on January 13, 2004 (File No. 000-49952).

      (b) The Company's Quarterly Report on Form 10-Q for the quarter ending
December 31, 2003, filed with the SEC on February 13, 2004 (File No. 000-49952).

      (c) The description of the Company's common stock contained in its Form
8-A12B (File No. 001-13793) as filed with the SEC pursuant to Section 12(b) of
the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12b-15
promulgated thereunder, on January 15, 1998, as incorporated by reference in the
Registrant's Form S-1 (File No. 333-43281), as amended, filed with the SEC on
December 24, 1997 and declared effective on February 12, 1998.

      (d) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT, WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.


                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

The common stock to be offered pursuant to the Plan has been registered pursuant
to Section 12(g) of the Exchange Act. Accordingly, a description of the common
stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

      The Registrant shall indemnify its directors and employees in accordance
with the following provisions from the Registrant's Certificate of
Incorporation:

      TENTH:

            A. Each person who was or is made a party or is threatened to be
      made a party to or is otherwise involved in any action, suit or
      proceeding, whether civil, criminal, administrative or investigative
      (hereinafter a "proceeding"), by reason of the fact that he or she is or
      was a Director or an Officer of the Corporation or is or was serving at
      the request of the Corporation as a Director, Officer, employee or agent
      of another corporation or of a partnership, joint venture, trust or other
      enterprise, including service with respect to an employee benefit plan
      (hereinafter an "indemnitee"), whether the basis of such proceeding is
      alleged action in an official capacity as a Director, Officer, employee or
      agent or in any other capacity while serving as a Director, Officer,
      employee or agent, shall be indemnified and held harmless by the
      Corporation to the fullest extent authorized by the Delaware General
      Corporation Law, as the same exists or may hereafter be amended (but, in
      the case of any such amendment, only to the extent that such amendment
      permits the Corporation to provide broader indemnification rights than
      such law permitted the Corporation to provide prior to such amendment),
      against all expense, liability and loss (including attorneys' fees,
      judgment, fines, ERISA excise taxes or penalties and amounts paid in
      settlement) reasonably incurred or suffered by such indemnitee in
      connection therewith; provided, however, that, except as provided in
      Section C hereof with respect to proceedings to enforce rights to
      indemnification, the Corporation shall indemnify any such indemnitee in
      connection with a proceeding (or part thereof) initiated by such
      indemnitee only if such proceeding (or part thereof) was authorized by the
      Board of Directors of the Corporation.

            B. The right to indemnification conferred in Section A of this
      Article TENTH shall include the right to be paid by the Corporation the
      expenses incurred in defending any such proceeding in advance of its final
      disposition (hereinafter and "advancement of expenses"); provided,
      however, that, if the Delaware General Corporation Law requires, an
      advancement of expenses incurred by an indemnitee in his or her capacity
      as a Director or Officer (and not in any other capacity in which service
      was or is rendered by such indemnitee, including, without limitation,
      services to an employee benefit plan) shall be made only upon delivery to
      the Corporation of an undertaking (hereinafter an "undertaking"), by or on
      behalf of such indemnitee, to repay all amounts so advanced if

                                        3

<PAGE> 4



      it shall ultimately be determined by final judicial decision from which
      there is no further right to appeal (hereinafter a "final adjudication")
      that such indemnitee is not entitled to be indemnified for such expenses
      under this Section or otherwise. The rights to indemnification and to the
      advancement of expenses conferred in Sections A and B of this Article
      TENTH shall be contract rights and such rights shall continue as to an
      indemnitee who has ceased to be a Director, Officer, employee or agent and
      shall inure to the benefit of the indemnitee's heirs, executors and
      administrators.

            C. If a claim under Section A or B of this Article TENTH is not paid
      in full by the Corporation within sixty days after a written claim has
      been received by the Corporation, except in the case of a claim for an
      advancement of expenses, in which case the applicable period shall be
      twenty days, the indemnitee may at any time thereafter bring suit against
      the Corporation to recover the unpaid amount of the claim. If successful
      in whole or in part in any such suit, or in a suit brought by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an undertaking, the indemnitee shall be entitled to be paid also the
      expenses of prosecuting or defending such suit. In (i) any suit brought by
      the indemnitee to enforce a right to indemnification hereunder (but not in
      a suit brought by the indemnitee to enforce a right to an advancement of
      expenses) it shall be a defense that, and (ii) in any suit by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an undertaking the Corporation shall be entitled to recover such expenses
      upon a final adjudication that, the indemnitee has not met any applicable
      standard for indemnification set forth in the Delaware General Corporation
      Law. Neither the failure of the Corporation (including its Board of
      Directors, independent legal counsel, or its stockholders) to have made a
      determination prior to the commencement of such suit that indemnification
      of the indemnitee is proper in the circumstances because the indemnitee
      has met the applicable standard of conduct set forth in the Delaware
      General Corporation Law, nor an actual determination by the Corporation
      (including its Board of Directors, independent legal counsel, or its
      stockholders) that the indemnitee has not met such applicable standard of
      conduct, shall create a presumption that the indemnitee has not met the
      applicable standard of conduct or, in the case of such a suit brought by
      the indemnitee, be a defense to such suit. In any suit brought by the
      indemnitee to enforce a right to indemnification or to an advancement of
      expenses hereunder, or by the Corporation to recover an advancement of
      expenses pursuant to the terms of an undertaking, the burden of proving
      that the indemnitee is not entitled to be indemnified, or to such
      advancement of expenses, under this Article TENTH or otherwise shall be on
      the Corporation.

             D. The rights to indemnification and to the advancement of expenses
      conferred in this Article TENTH shall not be exclusive of any other right
      which any person may have or hereafter acquire under any statute, the
      Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
      stockholders or Disinterested Directors or otherwise.

            E. The Corporation may maintain insurance, at its expense, to
      protect itself and any Director, Officer, employee or agent of the
      Corporation or subsidiary or Affiliate or another corporation,
      partnership, joint venture, trust or other enterprise against any

                                        4

<PAGE> 5



      expense, liability or loss, whether or not the Corporation would have the
      power to indemnify such person against such expense, liability or loss
      under the Delaware General Corporation Law.

            F. The Corporation may, to the extent authorized from time to time
      by the Board of Directors, grant rights to indemnification and to the
      advancement of expenses to any employee or agent of the Corporation to the
      fullest extent of the provisions of this Article TENTH with respect to the
      indemnification and advancement of expenses of Directors and Officers of
      the Corporation.

      ELEVENTH:

            A Director of this Corporation shall not be personally liable to
      the Corporation or its stockholders for monetary damages for breach of
      fiduciary duty as a Director, except for liability: (i) for any breach of
      the Director's duty of loyalty to the Corporation or its stockholders;
      (ii) for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law; (iii) under Section 174 of the
      Delaware General Corporation Law; or (iv) for any transaction from which
      the Director derived an improper personal benefit. If the Delaware General
      Corporation Law is amended to authorize corporate action further
      eliminating or limiting the personal liability of Directors, then the
      liability of a Director of the Corporation shall be eliminated or limited
      to the fullest extent permitted by the Delaware General Corporation Law,
      as so amended.

            Any repeal or modification of the foregoing paragraph by the
      stockholders of the Corporation shall not adversely affect any right or
      protection of a Director of the Corporation existing at the time of such
      repeal or modification.

ITEM 8.     EXHIBITS.

      The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

      (a)   List of Exhibits (filed herewith unless otherwise noted)

            5.0   Opinion of Muldoon Murphy Faucette & Aguggia LLP as to the
                  legality of the common stock to be issued.
            10.0  Northeast Pennsylvania Financial Corp. 2004 Stock Plan(1)
            23.1  Consent of Muldoon Murphy Faucette & Aguggia LLP (contained in
                  the opinion included as Exhibit 5)
            23.2  Consent of KPMG LLP
            24.0  Powers of Attorney (contained on the signature pages).

------------------------------
(1)   Incorporated herein by reference from Appendix B contained in the Proxy
      Statement (SEC No. 000-49952) filed with the SEC on January 16, 2004.

ITEM 9.     UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

                                        5

<PAGE> 6



      (1)   To file, during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement;

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

      (4)   That, for purposes of determining any liability under the Securities
            Act of 1933, each filing of the Registrant's annual report pursuant
            to Section 13(a) or 15(d) of the Exchange Act (and where applicable,
            each filing of an employee benefit plan's annual report pursuant to
            section 15(d) of the Exchange Act) that is incorporated by reference
            in the registration statement shall be deemed to be a new
            registration statement relating to the securities offered therein,
            and the offering of such securities at that time shall be deemed to
            be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        6

<PAGE> 7



                                   SIGNATURES

      THE REGISTRANT.

      Pursuant to the requirements of the Securities Act of 1933, Northeast
Pennsylvania Financial Corp. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hazleton, Pennsylvania, on April 5, 2004.

                             NORTHEAST PENNSYLVANIA FINANCIAL CORP.


                             By: /s/ Thomas M. Petro
                                 -----------------------------------------------
                                 Thomas M. Petro
                                 President, Chief Executive Officer and Director
                                 (principal executive officer)


      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Petro) constitutes and appoints Thomas M. Petro and Mr.
Petro hereby constitutes and appoints Thomas L. Kennedy, as the true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, respectively, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


    Name                            Title                             Date
    ----                            -----                             ----


/s/ Thomas M. Petro         President, Chief Executive             April 5, 2004
--------------------        Officer and Director
Thomas M. Petro             (principal executive officer)



/s/ Thomas L. Kennedy       Chairman of the Board                  April 5, 2004
---------------------       and General Counsel
Thomas L. Kennedy



/s/ Jerry D. Holbrook       Chief Financial Officer and            April 5, 2004
---------------------       Secretary
Jerry D. Holbrook           (principal accounting and
                            financial officer)


                                        7

<PAGE> 8



                                   Director                       ________, 2004
---------------------------
Barbara A. Ecker



/s/ R. Peter Haentjens, Jr.        Director                        April 5, 2004
---------------------------
R. Peter Haentjens, Jr.



                                   Director                       ________, 2004
---------------------------
George J. Hayden



                                   Director                       ________, 2004
---------------------------
Honorable John P. Lavelle



/s/ Michael J. Leib                Director                        April 5, 2004
-----------------------
Michael J. Leib



/s/ William J. Spear               Director                        April 5, 2004
-----------------------
William J. Spear



                                   Director                       ________, 2004
---------------------------
Joseph P. Schlitzer



                                        8

<PAGE> 9



                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>


                                                                                   Sequentially
                                                                                     Numbered
                                                                                       Page
 Exhibit No.     Description                              Method of Filing           Location
------------     ---------------------------------        ----------------------   -------------
    <S>          <C>                                      <C>

     5.0         Opinion of Muldoon Murphy Faucette &     Filed herewith.
                 Aguggia LLP as to the legality of the
                 common stock to be issued.

    10.0         Northeast Pennsylvania Financial Corp.   Incorporated by reference.
                 2004 Stock Plan

    23.1         Consent of Muldoon Murphy Faucette       Contained in the opinion
                 & Aguggia LLP                            included as Exhibit 5.

    23.2         Consent of KPMG LLP                      Filed herewith.

    24.0         Power of Attorney                        Located on the signature
                                                          page.

</TABLE>
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1

As filed with the United States Securities and Exchange Commission on April 5,
2004  Registration No. 333-

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                     NORTHEAST PENNSYLVANIA FINANCIAL CORP.
             (exact name of registrant as specified in its charter)

          DELAWARE                                      06-1504091
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                               12 E. BROAD STREET
                          HAZLETON, PENNSYLVANIA 18201
                                 (570) 459-3700
              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

             NORTHEAST PENNSYLVANIA FINANCIAL CORP. 2004 STOCK PLAN
                            (Full Title of the Plan)
                     ---------------------------------------

                                           COPIES TO:
THOMAS M. PETRO
PRESIDENT AND CHIEF EXECUTIVE OFFICER      THOMAS J. HAGGERTY, ESQ.
NORTHEAST PENNSYLVANIA FINANCIAL CORP.     THOMAS P. HUTTON, ESQ.
12 E. BROAD STREET                         MULDOON MURPHY FAUCETTE & AGUGGIA LLP
HAZLETON, PENNSYLVANIA 18201               5101 WISCONSIN AVENUE, N.W.
(570) 459-3700                             WASHINGTON, D.C.  20016
(Name, address, including zip code,        (202) 362-0840
and telephone number, including area
code, of agent for service)
================================================================================================================
                                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE       AMOUNT TO BE         OFFERING PRICE       AGGREGATE OFFERING       AMOUNT OF
     REGISTERED                 REGISTERED (1)         PER SHARE(3)           PRICE            REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Common Stock                  205,000               $18.39               $3,769,950              $478
    $.01 par value               shares(2)
================================================================================================================
(1)   Together with an indeterminate number of additional shares which may be
      necessary to adjust the number of shares reserved for issuance pursuant to
      the Northeast Pennsylvania Financial Corp. 2004 Stock Plan (the "Stock
      Plan") as the result of a stock split, stock dividend or similar
      adjustment of the outstanding common stock of Northeast Pennsylvania
      Financial Corp. pursuant to 17 C.F.R. Section 230.416(a).
(2)   Represents the shares which may be issued as stock awards or upon the
      exercise of options to purchase shares of Northeast Pennsylvania Financial
      Corp. common stock granted or to be granted under the Plan.
(3)   Estimated solely for the purpose of calculating the amount of the
      registration fee. Pursuant to 17 C.F.R. ss.230.457(c), under the
      Securities Act, the price per share is the average of the bid and ask
      price of Northeast Pennsylvania Financial Corp. common stock as reported
      on the Nasdaq National Market on April 1, 2004.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
2

NORTHEAST PENNSYLVANIA FINANCIAL CORP.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The information regarding the Northeast Pennsylvania Financial
Corp. (the "Company" or the "Registrant") 2004 Stock Plan (the "Plan") required
by Part I of the Registration Statement will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1) under the Securities
Act. Such documents are not filed with the Securities and Exchange Commission
(the "SEC") either as a part of this Registration Statement or as a prospectus
or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Such
documents and the information incorporated by reference pursuant to Item 3 of
Part II of this Registration Statement constitute the prospectus for the
Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed by the Company with the SEC are incorporated
by reference in this Registration Statement:

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2003, which includes the consolidated statements of financial
condition of Northeast Pennsylvania Financial Corp. and subsidiaries as of
September 30, 2003 and 2002 and the related consolidated statements of
operations, comprehensive income (loss), changes in equity, and cash flows for
each of the years in the three-year period ended September 30, 2003, together
with the related notes and report of KPMG LLP, independent certified public
accountants filed with the SEC on January 13, 2004 (File No. 000-49952).

      (b) The Company's Quarterly Report on Form 10-Q for the quarter ending
December 31, 2003, filed with the SEC on February 13, 2004 (File No. 000-49952).

      (c) The description of the Company's common stock contained in its Form
8-A12B (File No. 001-13793) as filed with the SEC pursuant to Section 12(b) of
the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12b-15
promulgated thereunder, on January 15, 1998, as incorporated by reference in the
Registrant's Form S-1 (File No. 333-43281), as amended, filed with the SEC on
December 24, 1997 and declared effective on February 12, 1998.

      (d) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT, WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

The common stock to be offered pursuant to the Plan has been registered pursuant
to Section 12(g) of the Exchange Act. Accordingly, a description of the common
stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

      The Registrant shall indemnify its directors and employees in accordance
with the following provisions from the Registrant's Certificate of
Incorporation:

      TENTH:

            A. Each person who was or is made a party or is threatened to be
      made a party to or is otherwise involved in any action, suit or
      proceeding, whether civil, criminal, administrative or investigative
      (hereinafter a "proceeding"), by reason of the fact that he or she is or
      was a Director or an Officer of the Corporation or is or was serving at
      the request of the Corporation as a Director, Officer, employee or agent
      of another corporation or of a partnership, joint venture, trust or other
      enterprise, including service with respect to an employee benefit plan
      (hereinafter an "indemnitee"), whether the basis of such proceeding is
      alleged action in an official capacity as a Director, Officer, employee or
      agent or in any other capacity while serving as a Director, Officer,
      employee or agent, shall be indemnified and held harmless by the
      Corporation to the fullest extent authorized by the Delaware General
      Corporation Law, as the same exists or may hereafter be amended (but, in
      the case of any such amendment, only to the extent that such amendment
      permits the Corporation to provide broader indemnification rights than
      such law permitted the Corporation to provide prior to such amendment),
      against all expense, liability and loss (including attorneys' fees,
      judgment, fines, ERISA excise taxes or penalties and amounts paid in
      settlement) reasonably incurred or suffered by such indemnitee in
      connection therewith; provided, however, that, except as provided in
      Section C hereof with respect to proceedings to enforce rights to
      indemnification, the Corporation shall indemnify any such indemnitee in
      connection with a proceeding (or part thereof) initiated by such
      indemnitee only if such proceeding (or part thereof) was authorized by the
      Board of Directors of the Corporation.

            B. The right to indemnification conferred in Section A of this
      Article TENTH shall include the right to be paid by the Corporation the
      expenses incurred in defending any such proceeding in advance of its final
      disposition (hereinafter and "advancement of expenses"); provided,
      however, that, if the Delaware General Corporation Law requires, an
      advancement of expenses incurred by an indemnitee in his or her capacity
      as a Director or Officer (and not in any other capacity in which service
      was or is rendered by such indemnitee, including, without limitation,
      services to an employee benefit plan) shall be made only upon delivery to
      the Corporation of an undertaking (hereinafter an "undertaking"), by or on
      behalf of such indemnitee, to repay all amounts so advanced if

                                        3
4

      it shall ultimately be determined by final judicial decision from which
      there is no further right to appeal (hereinafter a "final adjudication")
      that such indemnitee is not entitled to be indemnified for such expenses
      under this Section or otherwise. The rights to indemnification and to the
      advancement of expenses conferred in Sections A and B of this Article
      TENTH shall be contract rights and such rights shall continue as to an
      indemnitee who has ceased to be a Director, Officer, employee or agent and
      shall inure to the benefit of the indemnitee's heirs, executors and
      administrators.

            C. If a claim under Section A or B of this Article TENTH is not paid
      in full by the Corporation within sixty days after a written claim has
      been received by the Corporation, except in the case of a claim for an
      advancement of expenses, in which case the applicable period shall be
      twenty days, the indemnitee may at any time thereafter bring suit against
      the Corporation to recover the unpaid amount of the claim. If successful
      in whole or in part in any such suit, or in a suit brought by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an undertaking, the indemnitee shall be entitled to be paid also the
      expenses of prosecuting or defending such suit. In (i) any suit brought by
      the indemnitee to enforce a right to indemnification hereunder (but not in
      a suit brought by the indemnitee to enforce a right to an advancement of
      expenses) it shall be a defense that, and (ii) in any suit by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an undertaking the Corporation shall be entitled to recover such expenses
      upon a final adjudication that, the indemnitee has not met any applicable
      standard for indemnification set forth in the Delaware General Corporation
      Law. Neither the failure of the Corporation (including its Board of
      Directors, independent legal counsel, or its stockholders) to have made a
      determination prior to the commencement of such suit that indemnification
      of the indemnitee is proper in the circumstances because the indemnitee
      has met the applicable standard of conduct set forth in the Delaware
      General Corporation Law, nor an actual determination by the Corporation
      (including its Board of Directors, independent legal counsel, or its
      stockholders) that the indemnitee has not met such applicable standard of
      conduct, shall create a presumption that the indemnitee has not met the
      applicable standard of conduct or, in the case of such a suit brought by
      the indemnitee, be a defense to such suit. In any suit brought by the
      indemnitee to enforce a right to indemnification or to an advancement of
      expenses hereunder, or by the Corporation to recover an advancement of
      expenses pursuant to the terms of an undertaking, the burden of proving
      that the indemnitee is not entitled to be indemnified, or to such
      advancement of expenses, under this Article TENTH or otherwise shall be on
      the Corporation.

             D. The rights to indemnification and to the advancement of expenses
      conferred in this Article TENTH shall not be exclusive of any other right
      which any person may have or hereafter acquire under any statute, the
      Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
      stockholders or Disinterested Directors or otherwise.

            E. The Corporation may maintain insurance, at its expense, to
      protect itself and any Director, Officer, employee or agent of the
      Corporation or subsidiary or Affiliate or another corporation,
      partnership, joint venture, trust or other enterprise against any

                                        4
5

      expense, liability or loss, whether or not the Corporation would have the
      power to indemnify such person against such expense, liability or loss
      under the Delaware General Corporation Law.

            F. The Corporation may, to the extent authorized from time to time
      by the Board of Directors, grant rights to indemnification and to the
      advancement of expenses to any employee or agent of the Corporation to the
      fullest extent of the provisions of this Article TENTH with respect to the
      indemnification and advancement of expenses of Directors and Officers of
      the Corporation.

      ELEVENTH:

            A Director of this Corporation shall not be personally liable to
      the Corporation or its stockholders for monetary damages for breach of
      fiduciary duty as a Director, except for liability: (i) for any breach of
      the Director's duty of loyalty to the Corporation or its stockholders;
      (ii) for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law; (iii) under Section 174 of the
      Delaware General Corporation Law; or (iv) for any transaction from which
      the Director derived an improper personal benefit. If the Delaware General
      Corporation Law is amended to authorize corporate action further
      eliminating or limiting the personal liability of Directors, then the
      liability of a Director of the Corporation shall be eliminated or limited
      to the fullest extent permitted by the Delaware General Corporation Law,
      as so amended.

            Any repeal or modification of the foregoing paragraph by the
      stockholders of the Corporation shall not adversely affect any right or
      protection of a Director of the Corporation existing at the time of such
      repeal or modification.

ITEM 8.     EXHIBITS.

      The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

      (a)   List of Exhibits (filed herewith unless otherwise noted)

            5.0   Opinion of Muldoon Murphy Faucette & Aguggia LLP as to the
                  legality of the common stock to be issued.
            10.0  Northeast Pennsylvania Financial Corp. 2004 Stock Plan(1)
            23.1  Consent of Muldoon Murphy Faucette & Aguggia LLP (contained in
                  the opinion included as Exhibit 5)
            23.2  Consent of KPMG LLP
            24.0  Powers of Attorney (contained on the signature pages).

------------------------------
(1)   Incorporated herein by reference from Appendix B contained in the Proxy
      Statement (SEC No. 000-49952) filed with the SEC on January 16, 2004.

ITEM 9.     UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

                                        5
6

      (1)   To file, during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement;

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

      (4)   That, for purposes of determining any liability under the Securities
            Act of 1933, each filing of the Registrant's annual report pursuant
            to Section 13(a) or 15(d) of the Exchange Act (and where applicable,
            each filing of an employee benefit plan's annual report pursuant to
            section 15(d) of the Exchange Act) that is incorporated by reference
            in the registration statement shall be deemed to be a new
            registration statement relating to the securities offered therein,
            and the offering of such securities at that time shall be deemed to
            be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        6
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                                   SIGNATURES

      THE REGISTRANT.

      Pursuant to the requirements of the Securities Act of 1933, Northeast
Pennsylvania Financial Corp. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hazleton, Pennsylvania, on April 5, 2004.

                             NORTHEAST PENNSYLVANIA FINANCIAL CORP.

                             By: /s/ Thomas M. Petro
                                 -----------------------------------------------
                                 Thomas M. Petro
                                 President, Chief Executive Officer and Director
                                 (principal executive officer)

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Petro) constitutes and appoints Thomas M. Petro and Mr.
Petro hereby constitutes and appoints Thomas L. Kennedy, as the true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, respectively, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

    Name                            Title                             Date
    ----                            -----                             ----

/s/ Thomas M. Petro         President, Chief Executive             April 5, 2004
--------------------        Officer and Director
Thomas M. Petro             (principal executive officer)

/s/ Thomas L. Kennedy       Chairman of the Board                  April 5, 2004
---------------------       and General Counsel
Thomas L. Kennedy

/s/ Jerry D. Holbrook       Chief Financial Officer and            April 5, 2004
---------------------       Secretary
Jerry D. Holbrook           (principal accounting and
                            financial officer)

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                                   Director                       ________, 2004
---------------------------
Barbara A. Ecker

/s/ R. Peter Haentjens, Jr.        Director                        April 5, 2004
---------------------------
R. Peter Haentjens, Jr.

                                   Director                       ________, 2004
---------------------------
George J. Hayden

                                   Director                       ________, 2004
---------------------------
Honorable John P. Lavelle

/s/ Michael J. Leib                Director                        April 5, 2004
-----------------------
Michael J. Leib

/s/ William J. Spear               Director                        April 5, 2004
-----------------------
William J. Spear

                                   Director                       ________, 2004
---------------------------
Joseph P. Schlitzer

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                                  EXHIBIT INDEX
                                  -------------
Sequentially
                                                                                     Numbered
                                                                                       Page
 Exhibit No.     Description                              Method of Filing           Location
------------     ---------------------------------        ----------------------   -------------
5.0         Opinion of Muldoon Murphy Faucette &     Filed herewith.
                 Aguggia LLP as to the legality of the
                 common stock to be issued.

    10.0         Northeast Pennsylvania Financial Corp.   Incorporated by reference.
                 2004 Stock Plan

    23.1         Consent of Muldoon Murphy Faucette       Contained in the opinion
                 & Aguggia LLP                            included as Exhibit 5.

    23.2         Consent of KPMG LLP                      Filed herewith.

    24.0         Power of Attorney                        Located on the signature
                                                          page.