<PAGE> 1




As filed with the Securities and Exchange Commission on March 7, 2003
Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          NEW ENGLAND BANCSHARES, INC.
             (exact name of registrant as specified in its charter)

          FEDERAL                                        04-3693643
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)




                               660 ENFIELD STREET
                           ENFIELD, CONNECTICUT 06082
                                 (860) 253-5200
              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          NEW ENGLAND BANCSHARES, INC.
                         2003 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)

                                          COPIES TO:
DAVID J. O'CONNOR
PRESIDENT AND CHIEF EXECUTIVE OFFICER     KENT M. KRUDYS, ESQ.
NEW ENGLAND BANCSHARES, INC.              SUZANNE A. WALKER, ESQ.
660 ENFIELD STREET                        MULDOON MURPHY & FAUCETTE LLP
ENFIELD, CONNECTICUT 06082                5101 WISCONSIN AVENUE, N.W.
(860) 253-5200                            WASHINGTON, D.C.  20016
(Name, address, including zip code, and   (202) 362-0840
telephone number, including area code,
of agent for service)

<TABLE>
<CAPTION>
=======================================================================================================
Title of each Class of         Amount           Proposed Maximum     Proposed Maximum      Amount of
  Securities to be        to be Registered    Offering Price Per    Aggregate Offering    Registration
     Registered                 (1)                 Share (3)             Price                Fee
-------------------------------------------------------------------------------------------------------
<S>                      <C>                  <C>                   <C>                   <C>

  Common Stock
$.01 par Value           200,000              $15.00                $3,000,000            $243
                         Shares (2)
======================================================================================================
</TABLE>

(1)Together  with an  indeterminate  number of  additional  shares  which may be
   necessary  to adjust  the number of shares to be issued  pursuant  to the New
   England Bancshares,  Inc. 2003 Stock-Based Incentive Plan (the "Plan") as the
   result  of a  stock  split,  stock  dividend  or  similar  adjustment  of the
   outstanding  common stock of New England  Bancshares,  Inc.,  as permitted by
   Rule 416(a) under the  Securities  Act of 1933,  as amended (the  "Securities
   Act").
(2)Represents  the  shares  which  may be  issued  as stock  awards  or upon the
   exercise of options to purchase shares of New England Bancshares, Inc. 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 Rule 457(c) under the Securities Act, the price
   per  share  is the  average  of the  bid  and ask  price  of the New  England
   Bancshares, Inc. common stock, as reported on March 5, 2003.

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



NEW ENGLAND BANCSHARES, INC.

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

ITEMS 1 & 2.  The  documents  containing  the  information  for the New  England
Bancshares,  Inc. 2003 Stock-Based Incentive 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).  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 or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

      (a) The Form 10-KSB, Annual Report, filed by the Registrant for the fiscal
year ended  March 31,  2002 (File No.  000-49711),  which  includes  the balance
sheets  as of March  31,  2002  and 2001 of  Enfield  Federal  Savings  and Loan
Association,  related statements of income, changes in capital accounts and cash
flows for the years ended March 31, 2002 and 2001.

      (b) The Form 10-QSB report filed by the  Registrant for the fiscal quarter
ended June 30, 2002 (File No. 000-49711), filed with the SEC on August 14, 2002.

      (c) The Form 10-QSB and Form 10-QSB/A  reports filed by the Registrant for
the fiscal quarter ended September 30, 2002 (File No. 000-49711), filed with the
SEC on November 14, 2002 and December 6, 2002, respectively.

      (d) The Form 10-QSB filed by the  Registrant  for the fiscal quarter ended
December 31, 2002 (File No. 000-49711) filed with the SEC on February 14, 2003.

      (e)  The  description  of  the  Registrant's  common  stock  contained  in
Registrant's  Form 8-A (File No.  000-49711),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15  promulgated  thereunder,  on March 27, 2002, and declared effective
April 17, 2002, as  incorporated by reference from the Company's Form SB-2 (File
No. 333-82856) declared effective on April 17, 2002.

      (f) All documents filed by the Registrant and the Plan, where  applicable,
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.

The  validity of the Common  Stock  offered  hereby has been passed upon for the
Registrant by the firm of Muldoon Murphy & Faucette LLP, Washington, D.C.

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

Article XII of the Registrant's Bylaws provides that:

      The  Registrant  (hereinafter  referred  to in Item 6 of the  Registration
Statement as the "Holding Company") shall indemnify its directors,  officers and
employees in accordance with the following requirements:

      SECTION  1.  DEFINITIONS  AND  RULES OF  CONSTRUCTION.  (A) The  following
definitions apply for purposes of this Article XII:

      (i)  ACTION.  The term  "action"  means  any  judicial  or  administrative
proceeding,  or threatened  proceeding,  whether  civil,  criminal or otherwise,
including any appeal or other proceeding for review.

      (ii) COURT. The term "court" includes,  without  limitation,  any court to
which or in which any appeal or any proceeding for review is brought.

      (iii) FINAL JUDGMENT.  The term "final judgment" means a judgment,  decree
or order that is not appealable or as to which the period for appeal has expired
with no appeal taken.

      (iv)  SETTLEMENT.  The term  "settlement"  includes entry of a judgment by
consent or confession or a plea of guilty or NOLO CONTENDERE.

      (B)  References  in this Article XII to any  individual  or other  person,
including any savings bank, shall include legal representatives,  successors and
assigns thereof.

      SECTION 2.  INDEMNIFICATION.  Subject to Sections 3 and 7 of this  Article
XII, the Holding  Company shall  indemnify any person  against whom an action is
brought or  threatened  because  that  person is or was a  director,  officer or
employee of the Holding Company for:

      (A) any amount for which that person  becomes  liable  under a judgment in
such action; and

      (B) reasonable costs and expenses,  including reasonable  attorneys' fees,
actually  paid or incurred by that person in defending or settling  such action,
or in enforcing  his or her rights under this Article XII if he or she attains a
favorable judgment in such enforcement action.



                                      3

<PAGE> 4



      SECTION 3. REQUIREMENTS FOR INDEMNIFICATION. Indemnification shall be made
to such person under Section 2 of this Article XII only if:

      (A) final judgment on the merits is in his or her favor; or

      (B) in case of:

            (i) settlement;

            (ii) final judgment against him or her; or

            (iii) final judgment in his or her favor, other than on the merits,

            if a majority of the disinterested  directors of the Holding Company
            determines  that he or she was acting in good faith within the scope
            of  his or her  employment  or  authority  as he or she  could  have
            reasonably perceived it under the circumstances and for a purpose he
            or she could reasonably have believed under the circumstances was in
            the best interests of the Holding Company or its shareholders.

However,  no indemnification  shall be made unless the Holding Company gives the
OTS  at  least   sixty  (60)  days  notice  of  its   intention   to  make  such
indemnification.  Such notice  shall state the facts on which the action  arose,
the terms of any settlement and any  disposition of the matter by a court.  Such
notice,  a copy thereof and a certified  copy of the  resolution  containing the
required  determination  by the Board shall be sent to the Regional  Director of
the OTS, who shall promptly acknowledge receipt thereof. The notice period shall
run from the date of such receipt. No such indemnification  shall be made if the
OTS advises the Holding Company in writing, within such notice period, of his or
her objection thereto.

      SECTION 4. INSURANCE.  The Holding Company may obtain insurance to protect
it and its directors,  officers and employees from potential losses arising from
claims against any of them for alleged wrongful acts, or wrongful acts committed
in their  capacity as  directors,  officers or employees.  However,  the Holding
Company  may not obtain  insurance  that  provides  for payment of losses of any
person incurred as a consequence of his or her willful or criminal misconduct.

      SECTION 5.  PAYMENT OF  EXPENSES.  If a majority of the  directors  of the
Holding  Company  concludes  that,  in  connection  with an  action,  any person
ultimately may become  entitled to  indemnification  under this Article XII, the
directors may  authorize  payment of  reasonable  costs and expenses,  including
reasonable  attorneys'  fees,  arising  from the defense or  settlement  of such
action.  Nothing in this  Section 5 shall  prevent the  directors of the Holding
Company  from  imposing  such  conditions  on a payment of expenses as they deem
warranted and in the  interests of the Holding  Company.  Before making  advance
payment of expenses  under this Section 5, the Holding  Company  shall obtain an
agreement that the Holding  Company will be repaid if the person on whose behalf
payment is made is later determined not to be entitled to such indemnification.

      SECTION 6.  EXCLUSIVENESS  OF  PROVISIONS.  The Holding  Company shall not
indemnify  any person  referred  to in Section 2 of this  Article  XII or obtain
insurance  referred to in Section 4 of this Article XII other than in accordance
with this Article XII.


                                      4

<PAGE> 5



      SECTION 7.  STATUTORY LIMITATIONS.  The indemnification  provided  for  in
Section 2  of  this Article XII is subject to and qualified by 12 U.S.C. section
1821(k).

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

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)

          4     New England Bancshares, Inc. 2003 Stock-Based Incentive Plan 1
          5     Opinion of Muldoon Murphy & Faucette LLP
          23.0  Consent of Muldoon Murphy & Faucette LLP (included in Exhibit 5)
          23.1  Consent of Shatswell, MacLeod & Company, P.C.
          24    Powers of Attorney (contained on the signature pages)
-----------------------
1  Incorporated  herein by reference  from the Appendix A contained in the proxy
statement on Form DEF 14A (SEC No. 000-49711), filed with the SEC on December 2,
2002.

ITEM 9. UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

(1)   To file,  during any period in which it 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  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement; and
            (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.


                                        5

<PAGE> 6



      (2)   That,  for the  purpose  of  determining  any  liability  under  the
            Securities  Act of  1933,  each  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 by means of a  post-effective  amendment  any of the
            securities that remain unsold at the end of the Offering.

The undersigned  registrant  hereby undertakes 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 Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 Securities  and Exchange  Commission
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,  New  England
Bancshares,  Inc.  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 Enfield, Connecticut on March 7, 2003.

                          NEW ENGLAND BANCSHARES, INC.


                          By: /s/ David J. O'Connor
                              --------------------------------------------------
                              David J. O'Connor
                              President and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below constitutes and appoints David J. O'Connor and Edward C. Allen as the true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution,  for him or her and in his or her 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/ David J. O'Connor          President and Chief           March 7, 2003
 --------------------------     Executive Officer
 David J. O'Connor              (principal executive,
                                financial and accounting
                                officer)





/s/ Edward C. Allen             Chairman of the Board         March 7, 2003
---------------------------
Edward C. Allen



                                      7

<PAGE> 8




/s/ Lucien P. Bolduc            Director                      March 7, 2003
---------------------------
Lucien P. Bolduc



/s/ Peter T. Dow                Director                      March 7, 2003
---------------------------
Peter T. Dow



                                Director                      ______________
---------------------------
Myron J. Marek



/s/ Dorothy K. McCarty          Director                      March 7, 2003
---------------------------
Dorothy K. McCarty



/s/ Richard K. Stevens          Director                      March 7, 2003
---------------------------
Richard K. Stevens



/s/ Richard M. Tatoian, Esq.    Director                      March 7, 2003
---------------------------
Richard M. Tatoian, Esq.



                                      8

<PAGE> 9



                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

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

   4             New England            Incorporated herein by reference from the
                 Bancshares, Inc. 2003  Appendix A contained in the proxy statement
                 Stock-Based Incentive  on Form DEF 14A (SEC No. 000-49711), filed
                 Plan                   with the SEC on December 2, 2002.

   5             Opinion of Muldoon     Filed herewith.
                 Murphy & Faucette
                 LLP

  23.0           Consent of Muldoon     Contained in Exhibit 5.
                 Murphy & Faucette
                 LLP

  23.1           Consent of Shatswell,  Filed herewith.
                 MacLeod & Company,
                 P.C.

  24             Power of Attorney      Located on the signature page.

</TABLE>


                                        9
[{"type": "S-8", "sequence": "1", "filename": "newenglands82-25.txt", "secsgml_size_bytes": 23247}]
{"company-data": {"conformed-name": "NEW ENGLAND BANCSHARES INC", "cik": "0001166760", "assigned-sic": "6035", "irs-number": "043693643", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103690", "film-number": "03596948"}, "business-address": {"street1": "ENFIELD FEDERAL SAV. & LOAN ASSOC", "street2": "660 ENFIELD ST", "city": "ENFIELD", "state": "CT", "zip": "06082", "phone": "8602535200"}, "mail-address": {"street1": "ENFIELD FEDERAL SAV. & LOAN ASSOC", "street2": "660 ENFIELD ST", "city": "ENFIELD", "state": "CT", "zip": "06082"}}
1

As filed with the Securities and Exchange Commission on March 7, 2003
Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          NEW ENGLAND BANCSHARES, INC.
             (exact name of registrant as specified in its charter)

          FEDERAL                                        04-3693643
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                               660 ENFIELD STREET
                           ENFIELD, CONNECTICUT 06082
                                 (860) 253-5200
              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          NEW ENGLAND BANCSHARES, INC.
                         2003 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)

                                          COPIES TO:
DAVID J. O'CONNOR
PRESIDENT AND CHIEF EXECUTIVE OFFICER     KENT M. KRUDYS, ESQ.
NEW ENGLAND BANCSHARES, INC.              SUZANNE A. WALKER, ESQ.
660 ENFIELD STREET                        MULDOON MURPHY & FAUCETTE LLP
ENFIELD, CONNECTICUT 06082                5101 WISCONSIN AVENUE, N.W.
(860) 253-5200                            WASHINGTON, D.C.  20016
(Name, address, including zip code, and   (202) 362-0840
telephone number, including area code,
of agent for service)
=======================================================================================================
Title of each Class of         Amount           Proposed Maximum     Proposed Maximum      Amount of
  Securities to be        to be Registered    Offering Price Per    Aggregate Offering    Registration
     Registered                 (1)                 Share (3)             Price                Fee
-------------------------------------------------------------------------------------------------------
Common Stock
$.01 par Value           200,000              $15.00                $3,000,000            $243
                         Shares (2)
======================================================================================================
(1)Together  with an  indeterminate  number of  additional  shares  which may be
   necessary  to adjust  the number of shares to be issued  pursuant  to the New
   England Bancshares,  Inc. 2003 Stock-Based Incentive Plan (the "Plan") as the
   result  of a  stock  split,  stock  dividend  or  similar  adjustment  of the
   outstanding  common stock of New England  Bancshares,  Inc.,  as permitted by
   Rule 416(a) under the  Securities  Act of 1933,  as amended (the  "Securities
   Act").
(2)Represents  the  shares  which  may be  issued  as stock  awards  or upon the
   exercise of options to purchase shares of New England Bancshares, Inc. 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 Rule 457(c) under the Securities Act, the price
   per  share  is the  average  of the  bid  and ask  price  of the New  England
   Bancshares, Inc. common stock, as reported on March 5, 2003.

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

NEW ENGLAND BANCSHARES, INC.

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

ITEMS 1 & 2.  The  documents  containing  the  information  for the New  England
Bancshares,  Inc. 2003 Stock-Based Incentive 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).  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 or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

      (a) The Form 10-KSB, Annual Report, filed by the Registrant for the fiscal
year ended  March 31,  2002 (File No.  000-49711),  which  includes  the balance
sheets  as of March  31,  2002  and 2001 of  Enfield  Federal  Savings  and Loan
Association,  related statements of income, changes in capital accounts and cash
flows for the years ended March 31, 2002 and 2001.

      (b) The Form 10-QSB report filed by the  Registrant for the fiscal quarter
ended June 30, 2002 (File No. 000-49711), filed with the SEC on August 14, 2002.

      (c) The Form 10-QSB and Form 10-QSB/A  reports filed by the Registrant for
the fiscal quarter ended September 30, 2002 (File No. 000-49711), filed with the
SEC on November 14, 2002 and December 6, 2002, respectively.

      (d) The Form 10-QSB filed by the  Registrant  for the fiscal quarter ended
December 31, 2002 (File No. 000-49711) filed with the SEC on February 14, 2003.

      (e)  The  description  of  the  Registrant's  common  stock  contained  in
Registrant's  Form 8-A (File No.  000-49711),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15  promulgated  thereunder,  on March 27, 2002, and declared effective
April 17, 2002, as  incorporated by reference from the Company's Form SB-2 (File
No. 333-82856) declared effective on April 17, 2002.

      (f) All documents filed by the Registrant and the Plan, where  applicable,
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.

The  validity of the Common  Stock  offered  hereby has been passed upon for the
Registrant by the firm of Muldoon Murphy & Faucette LLP, Washington, D.C.

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

Article XII of the Registrant's Bylaws provides that:

      The  Registrant  (hereinafter  referred  to in Item 6 of the  Registration
Statement as the "Holding Company") shall indemnify its directors,  officers and
employees in accordance with the following requirements:

      SECTION  1.  DEFINITIONS  AND  RULES OF  CONSTRUCTION.  (A) The  following
definitions apply for purposes of this Article XII:

      (i)  ACTION.  The term  "action"  means  any  judicial  or  administrative
proceeding,  or threatened  proceeding,  whether  civil,  criminal or otherwise,
including any appeal or other proceeding for review.

      (ii) COURT. The term "court" includes,  without  limitation,  any court to
which or in which any appeal or any proceeding for review is brought.

      (iii) FINAL JUDGMENT.  The term "final judgment" means a judgment,  decree
or order that is not appealable or as to which the period for appeal has expired
with no appeal taken.

      (iv)  SETTLEMENT.  The term  "settlement"  includes entry of a judgment by
consent or confession or a plea of guilty or NOLO CONTENDERE.

      (B)  References  in this Article XII to any  individual  or other  person,
including any savings bank, shall include legal representatives,  successors and
assigns thereof.

      SECTION 2.  INDEMNIFICATION.  Subject to Sections 3 and 7 of this  Article
XII, the Holding  Company shall  indemnify any person  against whom an action is
brought or  threatened  because  that  person is or was a  director,  officer or
employee of the Holding Company for:

      (A) any amount for which that person  becomes  liable  under a judgment in
such action; and

      (B) reasonable costs and expenses,  including reasonable  attorneys' fees,
actually  paid or incurred by that person in defending or settling  such action,
or in enforcing  his or her rights under this Article XII if he or she attains a
favorable judgment in such enforcement action.

                                      3
4

      SECTION 3. REQUIREMENTS FOR INDEMNIFICATION. Indemnification shall be made
to such person under Section 2 of this Article XII only if:

      (A) final judgment on the merits is in his or her favor; or

      (B) in case of:

            (i) settlement;

            (ii) final judgment against him or her; or

            (iii) final judgment in his or her favor, other than on the merits,

            if a majority of the disinterested  directors of the Holding Company
            determines  that he or she was acting in good faith within the scope
            of  his or her  employment  or  authority  as he or she  could  have
            reasonably perceived it under the circumstances and for a purpose he
            or she could reasonably have believed under the circumstances was in
            the best interests of the Holding Company or its shareholders.

However,  no indemnification  shall be made unless the Holding Company gives the
OTS  at  least   sixty  (60)  days  notice  of  its   intention   to  make  such
indemnification.  Such notice  shall state the facts on which the action  arose,
the terms of any settlement and any  disposition of the matter by a court.  Such
notice,  a copy thereof and a certified  copy of the  resolution  containing the
required  determination  by the Board shall be sent to the Regional  Director of
the OTS, who shall promptly acknowledge receipt thereof. The notice period shall
run from the date of such receipt. No such indemnification  shall be made if the
OTS advises the Holding Company in writing, within such notice period, of his or
her objection thereto.

      SECTION 4. INSURANCE.  The Holding Company may obtain insurance to protect
it and its directors,  officers and employees from potential losses arising from
claims against any of them for alleged wrongful acts, or wrongful acts committed
in their  capacity as  directors,  officers or employees.  However,  the Holding
Company  may not obtain  insurance  that  provides  for payment of losses of any
person incurred as a consequence of his or her willful or criminal misconduct.

      SECTION 5.  PAYMENT OF  EXPENSES.  If a majority of the  directors  of the
Holding  Company  concludes  that,  in  connection  with an  action,  any person
ultimately may become  entitled to  indemnification  under this Article XII, the
directors may  authorize  payment of  reasonable  costs and expenses,  including
reasonable  attorneys'  fees,  arising  from the defense or  settlement  of such
action.  Nothing in this  Section 5 shall  prevent the  directors of the Holding
Company  from  imposing  such  conditions  on a payment of expenses as they deem
warranted and in the  interests of the Holding  Company.  Before making  advance
payment of expenses  under this Section 5, the Holding  Company  shall obtain an
agreement that the Holding  Company will be repaid if the person on whose behalf
payment is made is later determined not to be entitled to such indemnification.

      SECTION 6.  EXCLUSIVENESS  OF  PROVISIONS.  The Holding  Company shall not
indemnify  any person  referred  to in Section 2 of this  Article  XII or obtain
insurance  referred to in Section 4 of this Article XII other than in accordance
with this Article XII.

                                      4
5

      SECTION 7.  STATUTORY LIMITATIONS.  The indemnification  provided  for  in
Section 2  of  this Article XII is subject to and qualified by 12 U.S.C. section
1821(k).

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

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)

          4     New England Bancshares, Inc. 2003 Stock-Based Incentive Plan 1
          5     Opinion of Muldoon Murphy & Faucette LLP
          23.0  Consent of Muldoon Murphy & Faucette LLP (included in Exhibit 5)
          23.1  Consent of Shatswell, MacLeod & Company, P.C.
          24    Powers of Attorney (contained on the signature pages)
-----------------------
1  Incorporated  herein by reference  from the Appendix A contained in the proxy
statement on Form DEF 14A (SEC No. 000-49711), filed with the SEC on December 2,
2002.

ITEM 9. UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

(1)   To file,  during any period in which it 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  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement; and
            (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.

                                        5
6

      (2)   That,  for the  purpose  of  determining  any  liability  under  the
            Securities  Act of  1933,  each  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 by means of a  post-effective  amendment  any of the
            securities that remain unsold at the end of the Offering.

The undersigned  registrant  hereby undertakes 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 Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 Securities  and Exchange  Commission
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
7

                                   SIGNATURES

      THE REGISTRANT.

      Pursuant  to the requirements of the Securities Act of 1933,  New  England
Bancshares,  Inc.  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 Enfield, Connecticut on March 7, 2003.

                          NEW ENGLAND BANCSHARES, INC.

                          By: /s/ David J. O'Connor
                              --------------------------------------------------
                              David J. O'Connor
                              President and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below constitutes and appoints David J. O'Connor and Edward C. Allen as the true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution,  for him or her and in his or her 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/ David J. O'Connor          President and Chief           March 7, 2003
 --------------------------     Executive Officer
 David J. O'Connor              (principal executive,
                                financial and accounting
                                officer)

/s/ Edward C. Allen             Chairman of the Board         March 7, 2003
---------------------------
Edward C. Allen

                                      7
8

/s/ Lucien P. Bolduc            Director                      March 7, 2003
---------------------------
Lucien P. Bolduc

/s/ Peter T. Dow                Director                      March 7, 2003
---------------------------
Peter T. Dow

                                Director                      ______________
---------------------------
Myron J. Marek

/s/ Dorothy K. McCarty          Director                      March 7, 2003
---------------------------
Dorothy K. McCarty

/s/ Richard K. Stevens          Director                      March 7, 2003
---------------------------
Richard K. Stevens

/s/ Richard M. Tatoian, Esq.    Director                      March 7, 2003
---------------------------
Richard M. Tatoian, Esq.

                                      8
9

                                  EXHIBIT INDEX
Sequentially
                                                                                        Numbered
                                                                                          Page
 Exhibit No.     Description            Method of Filing                                Location
------------     ---------------------  -------------------------------------------   -------------
4             New England            Incorporated herein by reference from the
                 Bancshares, Inc. 2003  Appendix A contained in the proxy statement
                 Stock-Based Incentive  on Form DEF 14A (SEC No. 000-49711), filed
                 Plan                   with the SEC on December 2, 2002.

   5             Opinion of Muldoon     Filed herewith.
                 Murphy & Faucette
                 LLP

  23.0           Consent of Muldoon     Contained in Exhibit 5.
                 Murphy & Faucette
                 LLP

  23.1           Consent of Shatswell,  Filed herewith.
                 MacLeod & Company,
                 P.C.

  24             Power of Attorney      Located on the signature page.
9