<PAGE> 1

As filed with the Securities and Exchange Commission on May 24, 2001
                                                     Registration No. 333-_____

                        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 certificate of incorporation)

        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.
                              2000 STOCK OPTION PLAN

                     SECURITY OF PENNSYLVANIA FINANCIAL CORP.
                         1999 STOCK-BASED INCENTIVE PLAN1
              (as assumed by Northeast Pennsylvania Financial Corp.)

                            (Full Titles of the Plans)
                    -------------------------------------------


E. Lee Beard                                     Copies to:
President and Chief Executive Officer            Thomas J. Haggerty,  Esq.
Northeast Pennsylvania Financial Corp.           Thomas P. Hutton, Esq.
12 E. Broad Street                               Muldoon Murphy & Faucette LLP
Hazleton, Pennsylvania 18201                     5101 Wisconsin Avenue, N.W.
(570) 459-3700                                   Washington, DC 20016
(Name, address, including zip code, and          (202) 362-0840
telephone number, including area code,
of agent for service)

    Approximate date of commencement of proposed sale to public: As soon as
       practicable after this Registration Statement becomes effective.

 If any of the securities being registered on this Form are to be offered on
   a delayed or continuous basis pursuant to Rule 415 under the Securities
                   Act of 1933, check the following box. / X /
                                                         ----

<TABLE>
<CAPTION>
=======================================================================================================
   Title of each Class of      Amount to be    Proposed Offering    Estimated Aggregate    Registration
Securities to be Registered    Registered(1)    Price Per Share        Offering Price           Fee
---------------------------    -------------   -----------------    -------------------    ------------
    <S>                          <C>               <C>                     <C>
     Common Stock                173,624
    $.01 Par Value              Shares (2)         $12.1254 (3)           $2,105,261
----------------------         ------------       --------------          ------------
     Common Stock                  6,432
    $.01 Par Value              Shares (4)           $ 5.71 (5)              $36,727
----------------------         ------------       --------------          ------------
     Common Stock                 32,808
    $.01 Par Value              Shares (6)          $12.135 (7)             $398,125           $636
=======================================================================================================

(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. 2000
   Stock Option Plan (the "Northeast Option Plan") and the Security of Pennsylvania Financial Corp.
   1999 Stock-Based Incentive Plan (the "Security Incentive Plan") as the result of a stock split,
   stock dividend or similar adjustment of the outstanding common stock of Northeast pursuant to
   17 C.F.R. ss. 230.416(a).
(2)Represents the total number of shares currently reserved or available for issuance upon the exercise
   of stock options granted or to be granted under the Northeast Option Plan.
(3)Represents the weighted average price determined by the average exercise price of $12.11 per share,
   at which options for 66,987 shares under the Northeast Option Plan have been granted to date and the
   average of the high and low prices of $12.135 reported in the American Stock Exchange consolidated
   reporting system on May 17, 2001 for 106,637 shares for which options have not yet been granted under
   the Northeast Option Plan.
(4)Represents the shares of common stock currently reserved or available for issuance upon the exercise
   of options pursuant to the Security Incentive Plan.  In connection with its acquisition of Security
   of Pennsylvania Financial Corp. ("Security"), Northeast Pennsylvania Financial Corp. assumed Security's
   obligations under the Securities Incentive Plan.
(5)Represents the adjusted average exercise price for outstanding stock options granted under the Security
   Incentive Plan.
(6)Represents the shares of common stock which may be sold from time to time by or for the account of
   selling stockholders who have exercised options granted under the Security Incentive Plan.
(7)Calculated pursuant to Rule 457(c) based on the average of the high and low prices reported in the
   American Stock Exchange consolidated reporting system on May 17, 2001.
</TABLE>

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.

Number of Pages 35
Exhibit Index begins on Page 17


<PAGE> 2



NORTHEAST PENNSYLVANIA FINANCIAL CORP.

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

                               EXPLANATORY NOTE
                               ----------------

      This registration statement registers shares of common stock, par value
$0.01 per share, of Northeast Pennsylvania Financial Corp. that may be issued
and sold pursuant to the Northeast Pennsylvania Financial Corp. 2000 Stock
Option Plan and the Security of Pennsylvania Financial Corp. 1999 Stock-Based
Incentive Plan. Effective November 10, 2000, Northeast acquired Security and
succeeded to and assumed the obligations of Security under the Security
Incentive Plan. The shares of Security common stock to be issued under the
Security Incentive Plan were converted into shares of Northeast common stock
pursuant to the Agreement and Plan of Merger dated June 2, 2000. In addition,
this registration statement registers for resale shares of Northeast stock
acquired upon the exercise of options granted under the Security Incentive Plan
by the identified selling stockholders.

      This registration statement contains two parts. The first part, in
accordance with the Instructions of the General Instructions to Form S-8,
contains a prospectus prepared in accordance with Part 1 of Form S-3, which
covers reoffers and resales of the shares of common stock issued to the selling
stockholders pursuant to the Security Incentive Plan. The second part contains
information required pursuant to Part II of Form S-8. Pursuant to Part I of Form
S-8, the plan information regarding the Northeast Option Plan and the Security
Incentive Plan specified by Part I of Form S-8, need not be filed with the SEC.












                                      i

<PAGE> 3



                              REOFFER PROSPECTUS

                      NORTHEAST PENNSYLVANIA FINANCIAL CORP.
                              12 E. Broad Street
                         Hazleton, Pennsylvania  18201
                                (570) 459-3700

                         32,808 Shares of Common Stock


      The shares of common stock covered by this reoffer prospectus may be
offered and sold to the public by the selling stockholders identified in this
prospectus. Those selling stockholders acquired the shares through the exercise
of stock options.

      The common stock is listed on the American Stock Exchange under the symbol
"NEP." On May 17, 2001, the closing price of a share of the common stock on the
American Stock Exchange was $12.12 per share. The selling stockholders may sell
their shares from time to time, directly or indirectly, in one or more
transactions, on the American Stock Exchange or on any other stock exchange or
market on which the shares may be traded at the time of sale, in privately
negotiated transactions, or through a combination of those methods. Sales may be
made at fixed prices, which may be changed, at market prices prevailing at the
time of sale, at prices related to prevailing market prices or at negotiated
prices.

      The shares are "restricted securities" under the Securities Act of 1933,
as amended (the "Securities Act"), before their sale under this prospectus. This
reoffer prospectus has been prepared for the purpose of registering the shares
under the Securities Act to allow for future sales by the selling stockholders
to the public without restriction. The selling stockholders may sell shares
through one or more agents, brokers or dealers or directly to purchasers. Those
brokers or dealers may receive compensation in the form of commissions,
discounts or concessions from the selling stockholders and/or purchasers of the
shares, or both (which compensation as to a particular broker or dealer may be
in excess of customary commissions). In connection with stock sales, the selling
stockholders and any participating broker or dealer may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions
they receive and the proceeds of any sale of shares may be deemed to be
underwriting discounts and commissions under the Securities Act. The Company
will not receive any proceeds from the sale of the shares by the selling
stockholders.

      For a discussion of certain risk factors that should be considered by each
prospective investor, see "Risk Factors" beginning on page 4.

                     -------------------------------------

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this reoffer prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

                     -------------------------------------

      The date of this Reoffer Prospectus is May 24, 2001



                                      1

<PAGE> 4



                               TABLE OF CONTENTS

Additional Information.....................................................2
Incorporation of Certain Documents By Reference............................3
Risk Factors...............................................................4
Use of Proceeds............................................................5
Selling Stockholders.......................................................5
Plan of Distribution.......................................................6
Legal Matters..............................................................6
Experts....................................................................7

                     -------------------------------------

      YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS REOFFER
PROSPECTUS OR ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION DIFFERENT FROM THAT WHICH IS CONTAINED IN OR INCORPORATED BY
REFERENCE TO THIS REOFFER PROSPECTUS. THE SELLING STOCKHOLDERS ARE OFFERING TO
SELL SHARES OF COMMON STOCK AND SEEKING OFFERS TO BUY SHARES OF COMMON STOCK
ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION
CONTAINED IN THIS REOFFER PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS
REOFFER PROSPECTUS OR, IN THE CASE OF INFORMATION INCORPORATED HEREIN BY
REFERENCE, SUCH LATER DATE AS THE DATE OF SUCH INFORMATION, REGARDLESS OF THE
TIME OF DELIVERY OF THIS REOFFER PROSPECTUS OR OF ANY SALE OF THE COMMON STOCK.

                            ADDITIONAL INFORMATION
                            ----------------------

      The Company has filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act with respect to the
shares of common stock offered hereby. This reoffer prospectus does not contain
all of the information set forth in the registration statement and the exhibits
thereto. For further information with respect to the Company and the common
stock offered hereby, reference is made to the registration statement and the
exhibits thereto. Statements contained in this reoffer prospectus regarding the
contents of any contract or any other document to which reference is made are
not necessarily complete, and, in each instance where a copy of such contract or
other document has been filed as an exhibit to the registration statement,
reference is made to the copy so filed, each such statement being qualified in
all respects by such reference. The Company also is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and, in
accordance therewith, files reports and other information with the SEC.

       The registration statement, including exhibits, and the reports and other
information filed by the Company under the Exchange Act can be inspected without
charge at the public reference facilities maintained by the SEC at its principal
office at 450 Fifth Street, N.W., Room 1024, Washington, D.C., 20549, and at the
Regional Offices of the SEC located at Seven World Trade Center, 13th Floor, New
York, New York 10048, and Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can be obtained from such
offices at fees prescribed by the SEC. The public may obtain information on the
operation of those public reference facilities by calling the SEC at
1-800-SEC-0330. The SEC maintains a World Wide Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the SEC. The address of this site is
http://www.sec.gov.




                                      2

<PAGE> 5



                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
                -----------------------------------------------

      Upon either written or oral request, any person receiving a copy of this
reoffer prospectus may obtain from the Company, without charge, a copy of any of
the documents incorporated by reference herein, except for the exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
the information that this Prospectus incorporates). Requests should be directed
to: Megan Kennedy, Northeast Pennsylvania Financial Corp., 12 E. Broad Street,
Hazleton, Pennsylvania 18201, or by telephone to (570) 459-3797.

      The following documents filed or to be filed by the Company with the SEC
are incorporated herein by reference:

      (a)   The Registrant's Annual Report on Form 10-K (SEC File No. 1-13793)
for the fiscal year ended September 30, 2000, which includes the consolidated
statements of financial condition of the Company and subsidiary as of September
30, 2000 and 1999, and the related consolidated statements of operations,
comprehensive income, changes in equity and cash flows for each of the years in
the three-year period ended September 30, 2000, together with the related notes
and report of KPMG LLP, independent certified public accountants filed with the
SEC on December 21, 2000.

      (b)   The Quarterly Report on Form 10-Q (SEC File No. 1-13793) filed by
the Company for the fiscal quarter ended March 31, 2001, filed with the SEC on
May 11, 2001.

      (c)   The Quarterly Report on Form 10-Q (SEC File No. 1-13793) filed by
the Company for the fiscal quarter ended December 31, 2000, filed with the SEC
on February 14, 2001.

      (d)   The Current Reports on Form 8-K (File No. 1-13793) filed by the
Company with the SEC on November 1, 2000, November 21, 2000 and January 24,
2001.

      (e)   The description of the common stock of the Company contained in its
Registration Statement on Form S-1, as amended (SEC File No. 333-43281),
initially filed with the SEC on December 24, 1997 and declared effective on
February 12, 1998.

      (f )  All documents filed by the Company pursuant to Sections 13(a) and
(c), 14 or 15(d) of the Securities Exchange Act after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold. Any statement contained in this reoffer prospectus, 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 reoffer prospectus 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 reoffer prospectus.










                                      3

<PAGE> 6



                                 RISK FACTORS
                                 ------------

      You should carefully consider the following risks before making an
investment decision.

Our Ability to Pay Dividends is Subject to Regulatory Restriction.
-----------------------------------------------------------------

      Our primary source of income is from the operations of our subsidiary,
First Federal Bank, a federal savings bank. The Bank is subject to extensive
regulation by the Office of Thrift Supervision, its chartering agency, and the
Federal Deposit Insurance Corporation as its deposit insurer. The Bank is not
permitted to pay dividends on its capital stock or repurchase shares of its
stock if such a dividend or repurchase would be prohibited under the rules and
regulations of the OTS or the FDIC.

      Unlike the Bank, the Company currently is not subject to banking
regulatory restrictions on the payment of dividends to its stockholders.
However, the source of any dividends may be dependent in significant part upon
dividends from the Bank. The Company is subject to the requirements of Delaware
law, which generally limits dividends to an amount equal to the excess of the
net assets of the Company (the amount by which total assets exceed total
liabilities) over its statutory capital or, if there is no such excess, to its
net profits for the current and/or immediately preceding fiscal year. In order
to pay cash dividends, the Company must have available cash either from
borrowings by the Company, dividends received from the Bank or earnings on the
Company's assets. No assurances can be given that any dividends, either regular
or special, will be declared or paid, what the amounts of the dividends will be
or whether they will continue uninterrupted into the future.

Anti-Takeover Provisions Could Prevent or Delay a Change in Control.
-------------------------------------------------------------------

      PROVISIONS IN THE COMPANY'S AND THE BANK'S GOVERNING INSTRUMENTS. Certain
provisions of the Company's certificate of incorporation and bylaws, including a
provision limiting voting rights of beneficial owners of more than 10% of the
common stock, and the Bank's stock charter and bylaws, as well as certain
federal regulations, could prevent or delay a change in control, even if
stockholders desired that change. These provisions provide for, among other
things, classified boards of directors with staggered terms of office,
restrictions on the calling of special meetings, a fair price for certain
business combinations, certain supermajority voting requirements and certain
advance notice requirements. Among other things, the Company's certificate of
incorporation provides for a supermajority vote of 80% of the outstanding shares
of voting stock for (i) the removal of a director prior to the expiration of his
term for cause; (ii) certain business combinations, including mergers,
consolidations and sales of 25% or more of the assets of the Company involving
an Interested Stockholder (as defined therein); (iii) amendment of certain
portions of the certificate of incorporation; and (iv) amendment of the bylaws
by stockholder vote.

      STATUTORY AND REGULATORY PROVISIONS. OTS restrictions and requirements
applicable to persons seeking to acquire control of the Company may prevent or
hinder takeover attempts that certain stockholders deem to be in their interest
and may tend to perpetuate existing management.

      PROVISIONS OF REMUNERATION PLANS AND AGREEMENTS. Employment agreements and
special termination agreements between the Company and the Bank and certain
management officials, the employee severance compensation plan and certain
provisions of the Company's stock option plans provide for benefits and/or cash
payments or the acceleration of benefits in the event of a change in control of
the Company or the Bank. These provisions may have the effect of increasing the
cost of, and thereby discouraging, a future attempt to acquire control of the
Company or the Bank.


                                      4

<PAGE> 7



Financial Institution Legislation and Regulation
------------------------------------------------

      The Bank is subject to extensive regulation, supervision and examination
by the OTS, as its chartering authority and primary federal regulator, and by
the FDIC, which insures its deposits up to applicable limits. Such regulation
and supervision establishes a comprehensive framework of activities in which an
institution can engage and is intended primarily for the protection of the
insurance fund and depositors. The regulatory structure also gives the
regulatory authorities extensive discretion in connection with their supervisory
and enforcement activities and examination policies, including policies with
respect to the classification of assets and the establishment of adequate loan
loss reserves for regulatory purposes. Any change in the regulatory structure or
the applicable statutes or regulations, whether by the OTS, the FDIC or the
Congress could have a material impact on the Bank and its operations.

Potential Impact of Changes in Interest Rates and in Economic Conditions
------------------------------------------------------------------------
Generally
---------

      The Bank's, and thus the Company's profitability is dependent to a large
extent upon the Bank's net interest income, which is the difference between its
interest income on interest-earning assets, such as loans and investments, and
its interest expense on interest-bearing liabilities, such as deposits and other
borrowings. The Bank, like most savings institutions, will continue to be
affected by general changes in levels of interest rates and other economic
factors beyond its control. The Bank's profitability also is significantly
impacted by the demand for its loan products and financial services,
competition, and changes in the quality or composition of its loan and
investment portfolios.

Volatility of Our Stock Price Could Adversely Affect Our Stockholders
---------------------------------------------------------------------

      The stock market has experienced significant price and volume fluctuations
and the market prices of securities. Investors may not be able to resell their
shares at or above the price at which they bought them.

                                USE OF PROCEEDS
                                ---------------

      The Company will not receive any proceeds from the sale of the shares of
common stock which may be sold pursuant to this reoffer prospectus for the
respective accounts of the selling stockholders. All proceeds, net of brokerage
commissions, if any, will be received by the selling stockholders. See "Selling
Stockholders" and "Plan of Distribution."

                             SELLING STOCKHOLDERS
                             --------------------

      The shares of common stock covered by this reoffer prospectus are being
registered for reoffers and resales by the selling stockholders identified
below. The selling stockholders may resell all, a portion, or none of the shares
that they acquired or may acquire.

      The following table identifies the selling stockholders, any position they
hold with the Company, the number of shares of common stock known by the Company
to be beneficially owned by them as of the date hereof, the number of shares
covered by this reoffer prospectus, and the amount (and if one percent or more,
the percentage of the class) of common stock to be owned by such selling
stockholder if such selling stockholder were to sell all of the shares of common
stock covered by this reoffer prospectus.



                                      5

<PAGE> 8


<TABLE>
<CAPTION>


                                                                Number of Shares       Number of Shares         Number of Shares
                                                               Beneficially Owned      Covered by this             to be Held
Selling Stockholder  Position                                  as of May __, 2001         Prospectus            After Offering 1
-------------------- ---------------------------------         ------------------     -------------------      ------------------

<S>                  <C>                                             <C>                    <C>                      <C>
Frederick Barletta   Director of First Federa1 Bank                  13,336                 10,936                   2,400
John Raynock         Director of Northeast                           10,936                 10,936                       0
                     Pennsylvania Trust Co.
George Hayden        Director of First Federa1 Bank                  15,936                 10,936                   5,000

---------------------
(1) This assumes that no additional shares are purchased or sold by the selling stockholder.
</TABLE>

                          PLAN OF DISTRIBUTION
                          --------------------

      Shares offered by this reoffer prospectus may be sold from time to time
directly by or on behalf of the selling stockholders in one or more transactions
on the American Stock Exchange or on any other stock exchange or market on which
the common stock may be traded at the time of sale, in privately negotiated
transactions, or through a combination of such methods, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at fixed prices (which may be changed) or at negotiated prices. The
selling stockholders may sell shares through one or more agents, brokers or
dealers or directly to purchasers. Such brokers or dealers may receive
compensation in the form of commissions, discounts or concessions from the
selling stockholders and/or purchasers of the shares or both (which compensation
as to a particular broker or dealer may be in excess of customary commissions).

      In connection with such sales, the selling stockholders and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act, and any commissions they receive and the proceeds
of any sale of shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

      In order to comply with certain state securities laws, if applicable, the
shares may be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the shares may not be sold unless the
shares have been registered or qualified for sale in such state or an exemption
from regulation or qualification is available and is complied with. Sales of
shares must also be made by the selling stockholders in compliance with all
other applicable state securities laws and regulations.

      In addition to any shares sold hereunder, selling stockholders may, at the
same time, sell any shares of common stock, including the shares owned by them
in compliance with all of the requirements of Rule 144, regardless of whether
such shares are covered by this reoffer prospectus.

      There can be no assurance that any of the selling stockholders will sell
any or all of the shares offered by them hereby.

      The Company will pay all expenses of the registration of the shares and
will not receive any proceeds from the sale of any shares by the selling
stockholders.

      The Company has notified the selling stockholders of the need to deliver a
copy of this reoffer prospectus in connection with any sale of the shares.

                                 LEGAL MATTERS
                                 -------------

      The validity of the shares being offered hereby has been passed upon for
the Company by Muldoon Murphy & Faucette LLP, Washington, D.C.


                                      6

<PAGE> 9



                                    EXPERTS
                                    -------

      The consolidated financial statements of Northeast Pennsylvania Financial
Corp. and subsidiaries as of December 31, 2000 and 1999, and for the years in
the three-year period ended December 31, 2000, as included in our 2000 Annual
Report on Form 10-K, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon their
authority as experts in accounting and auditing.






















                                      7

<PAGE> 10



PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a)   The Annual Report on Form 10-K filed by the Registrant for the
fiscal year ended September 30, 2000 with the SEC (File No. 1-13793) on December
21, 2000, which includes the consolidated statements of financial condition of
Northeast Pennsylvania Financial Corp. and subsidiaries as of September 30, 2000
and 1999 and the related consolidated statements of operations, comprehensive
income, changes in equity, and cash flows for each of the years in the three
year period ended September 30, 2000, together with the related notes and report
of KPMG LLP, independent certified public accountants.

      (b)   The Quarterly Report on Form 10-Q (File No. 1-13793) filed by the
Registrant for the fiscal quarter ended March 31, 2000, filed with the SEC
on May 14, 2001.

      (c)   The Quarterly Report on Form 10-Q (SEC File No. 1-13793) filed by
the Company for the fiscal quarter ended Decemer 31, 2000, filed with the SEC
on February 14, 2001.

      (d)   The Current Reports on Form 8-K (File No. 1-13793) filed by the
Registrant with the SEC on November 1, 2000, November 21, 2000 and January 24,
2001.

      (e)   The description of the Registrant's Common Stock contained in its
Form S-1 (SEC File No. 333-43281), as amended, filed with the SEC on December
24, 1997 and declared effective on February 12, 1998.

      (f)   All documents filed by the Registrant pursuant to Sections 13(a)
and (c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (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.

ITEM 4.  DESCRIPTION OF SECURITIES

      The common stock to be offered pursuant to the Plans has been registered
pursuant to Section 12 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 the
Registrant by Muldoon Murphy & Faucette LLP, Washington, DC.





<PAGE> 11

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent 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 other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. Similar indemnity is authorized for such person against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the shareholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.

      Any such indemnification and advancement of expenses provided under
Section 145 shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of such person's
heirs, executors and administrators.

      Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent 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 enterprise,
against any liability asserted against him, and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

      The Registrant has also entered into employment agreements with certain
executive officers, which agreements require that the Registrant maintain a
directors' and officers' liability policy for the benefit of such officers and
that the Registrant will indemnify such officers and their heirs to the fullest
extent permitted by law.

      In addition, pursuant to the Merger Agreement, the Registrant has agreed
to indemnify and hold harmless each director and officer of Security or any of
its subsidiaries, with respect to matters existing or occurring at or prior to
the effective time of the Merger, whether asserted or claimed prior to, at or
after the effective time. The Registrant has also agreed in the Merger Agreement
to maintain, for a period of three years following the effective time of the
Merger, the directors' and officers' liability insurance coverage maintained by
Security (or substantially equivalent coverage under substitute policies) with
respect to any claims arising out of any actions or omissions occurring at or
prior to the effective time of the Merger.

      In accordance with the DGCL (being Chapter 1 of Title 8 of the Delaware
Code), Articles 10 and 11 of the Registrant's Certificate of Incorporation
provide as follows:


                                      2

<PAGE> 12



      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 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


                                      3

<PAGE> 13



      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 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


                                      4

<PAGE> 14



      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 7.   EXEMPTION FROM REGISTRATION CLAIMED

      The shares of common stock to be reoffered by the selling stockholders
were sold to the selling stockholders in reliance upon section 4(2) of the
Securities Act of 1933. Two of the selling stockholders are directors of the
Registrant and the third is a director of the trust company subsidiary of the
Registrant.

ITEM 8.   LIST OF 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):

      5        Opinion of Muldoon Murphy & Faucette LLP, Washington, DC, as to
               the legality of the common stock registered hereby.

      10.1     Security of Pennsylvania Financial Corp. 1999 Stock-Based
               Incentive Plan, as assumed by Northeast Pennsylvania Financial
               Corp.

      10.2     Northeast Pennsylvania Financial Corp. 2000 Stock Option Plan.1

      23.1     Consent of Muldoon Murphy & Faucette LLP (contained in the
               opinion included as Exhibit 5).

      23.2     Consent of KPMG LLP.

      24       Power of Attorney is located on the signature pages.

--------------------------

1   Incorporated herein by reference to Appendix B of the Proxy Statement filed
by the Registrant with the SEC (SEC File No. 1-13793) on December 17, 1999.

ITEM 9.   UNDERTAKINGS

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which it offers or sells
                  securities, a post-effective amendment to this Registration
                  Statement to:

                  (i)   Include any Prospectus required by Section 10(a)(3) of
                        the Securities Act;




                                      5

<PAGE> 14



                  (ii)  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 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) 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;

            Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the registrant pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 that are incorporated by reference into this
            Registration Statement.

            (2)   That, for the purpose of determining liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of the 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 registered that remain unsold
                  at the termination of the Offering.

      (b)   The undersigned hereby undertakes that, for purposes of determining
            any liability under the Securities Act, each filing of the
            Registrant's or the Plan's annual report pursuant to Section 13(a)
            or 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 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> 15



                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Northeast
Pennsylvania Financial Corp. hereby 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 the City of Hazleton, State of
Pennsylvania, on May 24, 2001.

                              NORTHEAST PENNSYLVANIA FINANCIAL CORP.



                              By: /s/ E. Lee Beard
                                  ------------------------------------------
                                  E. Lee Beard
                                  President and Chief Executive
                                  Officer

      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.

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Ms. Beard) constitutes and appoints E. Lee Beard, and Ms.
Beard 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/her and in his/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 or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

/s/ E. Lee Beard            President and Chief Executive        May 24, 2001
-----------------------     Officer
E. Lee Beard                (principal executive officer)



/s/ Thomas L. Kennedy       Chairman of the Board of Directors   May 24, 2001
-----------------------
Thomas L. Kennedy



/s/ Patrick J. Owens        Senior Vice President and            May 24, 2001
-----------------------     Chief Financial Officer
Patrick J. Owens            (principal accounting and financial
                            officer)






                                      7

<PAGE> 16



/s/ William R. Davidson     Director                             May 24, 2001
-----------------------
William R. Davidson


/s/ Barbara M. Ecker        Director                             May 24, 2001
-----------------------
Barbara M. Ecker


/s/ Peter Haentjens, Jr.    Director                             May 24, 2001
-----------------------
R. Peter Haentjens, Jr.


/s/ William J. Spear        Director                             May 24, 2001
-----------------------
William J. Spear


/s/ Paul L. Conard          Director                             May 24, 2001
------------------------
Paul L. Conard


/s/ John P. Lavelle         Director                             May 24, 2001
------------------------
John P. Lavelle


/s/ Michael J. Leib         Director                             May 24, 2001
------------------------
Michael J. Leib


/s/ Joseph P. Schlitzer     Director                             May 24, 2001
------------------------
Joseph P. Schlitzer



                                      8

<PAGE> 17

<TABLE>
<CAPTION>


                                 EXHIBIT INDEX

                                                                                               Sequentially
                                                                                                 Numbered
                                                                                                   Page
Exhibit No.  Description                                      Method of Filing                   Location
---------    -------------------------------------------      ------------------------------   ------------

  <S>        <C>                                              <C>                                   <C>
    5        Opinion of Muldoon Murphy & Faucette LLP         Filed herewith.                       13

  10.1       Security of Pennsylvania Financial Corp.         Filed herewith.                       16
             1999 Stock-Based Incentive Plan

  10.2       Northeast Pennsylvania Financial Corp. 2000      Incorporated herein by                ---
             Stock Option Plan.                               reference to Appendix B of the
                                                              proxy statement filed by the
                                                              Registrant with the SEC (SEC
                                                              File No. 1-13793) on December
                                                              17, 1999.

  23.1       Consent of Muldoon Murphy & Faucette LLP         Contained in Exhibit 5 hereof.        ---

  23.2       Consent of KPMG LLP                              Filed herewith.                        30

   24        Power of Attorney                                Located on the signature page.          9


</TABLE>




                                      9
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{"company-data": {"conformed-name": "NORTHEAST PENNSYLVANIA FINANCIAL CORP", "cik": "0001050996", "assigned-sic": "6036", "irs-number": "061504091", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61580", "film-number": "1647494"}, "business-address": {"street1": "12 E BROAD ST", "city": "HAZLETON", "state": "PA", "zip": "18201", "phone": "5704593700"}, "mail-address": {"street1": "12 E BROAD STREET", "city": "HAZLETON", "state": "PA", "zip": "18201"}}
1

As filed with the Securities and Exchange Commission on May 24, 2001
                                                     Registration No. 333-_____

                        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 certificate of incorporation)

        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.
                              2000 STOCK OPTION PLAN

                     SECURITY OF PENNSYLVANIA FINANCIAL CORP.
                         1999 STOCK-BASED INCENTIVE PLAN1
              (as assumed by Northeast Pennsylvania Financial Corp.)

                            (Full Titles of the Plans)
                    -------------------------------------------

E. Lee Beard                                     Copies to:
President and Chief Executive Officer            Thomas J. Haggerty,  Esq.
Northeast Pennsylvania Financial Corp.           Thomas P. Hutton, Esq.
12 E. Broad Street                               Muldoon Murphy & Faucette LLP
Hazleton, Pennsylvania 18201                     5101 Wisconsin Avenue, N.W.
(570) 459-3700                                   Washington, DC 20016
(Name, address, including zip code, and          (202) 362-0840
telephone number, including area code,
of agent for service)

    Approximate date of commencement of proposed sale to public: As soon as
       practicable after this Registration Statement becomes effective.

 If any of the securities being registered on this Form are to be offered on
   a delayed or continuous basis pursuant to Rule 415 under the Securities
                   Act of 1933, check the following box. / X /
                                                         ----
=======================================================================================================
   Title of each Class of      Amount to be    Proposed Offering    Estimated Aggregate    Registration
Securities to be Registered    Registered(1)    Price Per Share        Offering Price           Fee
---------------------------    -------------   -----------------    -------------------    ------------
Common Stock                173,624
    $.01 Par Value              Shares (2)         $12.1254 (3)           $2,105,261
----------------------         ------------       --------------          ------------
     Common Stock                  6,432
    $.01 Par Value              Shares (4)           $ 5.71 (5)              $36,727
----------------------         ------------       --------------          ------------
     Common Stock                 32,808
    $.01 Par Value              Shares (6)          $12.135 (7)             $398,125           $636
=======================================================================================================

(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. 2000
   Stock Option Plan (the "Northeast Option Plan") and the Security of Pennsylvania Financial Corp.
   1999 Stock-Based Incentive Plan (the "Security Incentive Plan") as the result of a stock split,
   stock dividend or similar adjustment of the outstanding common stock of Northeast pursuant to
   17 C.F.R. ss. 230.416(a).
(2)Represents the total number of shares currently reserved or available for issuance upon the exercise
   of stock options granted or to be granted under the Northeast Option Plan.
(3)Represents the weighted average price determined by the average exercise price of $12.11 per share,
   at which options for 66,987 shares under the Northeast Option Plan have been granted to date and the
   average of the high and low prices of $12.135 reported in the American Stock Exchange consolidated
   reporting system on May 17, 2001 for 106,637 shares for which options have not yet been granted under
   the Northeast Option Plan.
(4)Represents the shares of common stock currently reserved or available for issuance upon the exercise
   of options pursuant to the Security Incentive Plan.  In connection with its acquisition of Security
   of Pennsylvania Financial Corp. ("Security"), Northeast Pennsylvania Financial Corp. assumed Security's
   obligations under the Securities Incentive Plan.
(5)Represents the adjusted average exercise price for outstanding stock options granted under the Security
   Incentive Plan.
(6)Represents the shares of common stock which may be sold from time to time by or for the account of
   selling stockholders who have exercised options granted under the Security Incentive Plan.
(7)Calculated pursuant to Rule 457(c) based on the average of the high and low prices reported in the
   American Stock Exchange consolidated reporting system on May 17, 2001.
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.

Number of Pages 35
Exhibit Index begins on Page 17
2

NORTHEAST PENNSYLVANIA FINANCIAL CORP.

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

                               EXPLANATORY NOTE
                               ----------------

      This registration statement registers shares of common stock, par value
$0.01 per share, of Northeast Pennsylvania Financial Corp. that may be issued
and sold pursuant to the Northeast Pennsylvania Financial Corp. 2000 Stock
Option Plan and the Security of Pennsylvania Financial Corp. 1999 Stock-Based
Incentive Plan. Effective November 10, 2000, Northeast acquired Security and
succeeded to and assumed the obligations of Security under the Security
Incentive Plan. The shares of Security common stock to be issued under the
Security Incentive Plan were converted into shares of Northeast common stock
pursuant to the Agreement and Plan of Merger dated June 2, 2000. In addition,
this registration statement registers for resale shares of Northeast stock
acquired upon the exercise of options granted under the Security Incentive Plan
by the identified selling stockholders.

      This registration statement contains two parts. The first part, in
accordance with the Instructions of the General Instructions to Form S-8,
contains a prospectus prepared in accordance with Part 1 of Form S-3, which
covers reoffers and resales of the shares of common stock issued to the selling
stockholders pursuant to the Security Incentive Plan. The second part contains
information required pursuant to Part II of Form S-8. Pursuant to Part I of Form
S-8, the plan information regarding the Northeast Option Plan and the Security
Incentive Plan specified by Part I of Form S-8, need not be filed with the SEC.

                                      i
3

                              REOFFER PROSPECTUS

                      NORTHEAST PENNSYLVANIA FINANCIAL CORP.
                              12 E. Broad Street
                         Hazleton, Pennsylvania  18201
                                (570) 459-3700

                         32,808 Shares of Common Stock

      The shares of common stock covered by this reoffer prospectus may be
offered and sold to the public by the selling stockholders identified in this
prospectus. Those selling stockholders acquired the shares through the exercise
of stock options.

      The common stock is listed on the American Stock Exchange under the symbol
"NEP." On May 17, 2001, the closing price of a share of the common stock on the
American Stock Exchange was $12.12 per share. The selling stockholders may sell
their shares from time to time, directly or indirectly, in one or more
transactions, on the American Stock Exchange or on any other stock exchange or
market on which the shares may be traded at the time of sale, in privately
negotiated transactions, or through a combination of those methods. Sales may be
made at fixed prices, which may be changed, at market prices prevailing at the
time of sale, at prices related to prevailing market prices or at negotiated
prices.

      The shares are "restricted securities" under the Securities Act of 1933,
as amended (the "Securities Act"), before their sale under this prospectus. This
reoffer prospectus has been prepared for the purpose of registering the shares
under the Securities Act to allow for future sales by the selling stockholders
to the public without restriction. The selling stockholders may sell shares
through one or more agents, brokers or dealers or directly to purchasers. Those
brokers or dealers may receive compensation in the form of commissions,
discounts or concessions from the selling stockholders and/or purchasers of the
shares, or both (which compensation as to a particular broker or dealer may be
in excess of customary commissions). In connection with stock sales, the selling
stockholders and any participating broker or dealer may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions
they receive and the proceeds of any sale of shares may be deemed to be
underwriting discounts and commissions under the Securities Act. The Company
will not receive any proceeds from the sale of the shares by the selling
stockholders.

      For a discussion of certain risk factors that should be considered by each
prospective investor, see "Risk Factors" beginning on page 4.

                     -------------------------------------

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this reoffer prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

                     -------------------------------------

      The date of this Reoffer Prospectus is May 24, 2001

                                      1
4

                               TABLE OF CONTENTS

Additional Information.....................................................2
Incorporation of Certain Documents By Reference............................3
Risk Factors...............................................................4
Use of Proceeds............................................................5
Selling Stockholders.......................................................5
Plan of Distribution.......................................................6
Legal Matters..............................................................6
Experts....................................................................7

                     -------------------------------------

      YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS REOFFER
PROSPECTUS OR ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION DIFFERENT FROM THAT WHICH IS CONTAINED IN OR INCORPORATED BY
REFERENCE TO THIS REOFFER PROSPECTUS. THE SELLING STOCKHOLDERS ARE OFFERING TO
SELL SHARES OF COMMON STOCK AND SEEKING OFFERS TO BUY SHARES OF COMMON STOCK
ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION
CONTAINED IN THIS REOFFER PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS
REOFFER PROSPECTUS OR, IN THE CASE OF INFORMATION INCORPORATED HEREIN BY
REFERENCE, SUCH LATER DATE AS THE DATE OF SUCH INFORMATION, REGARDLESS OF THE
TIME OF DELIVERY OF THIS REOFFER PROSPECTUS OR OF ANY SALE OF THE COMMON STOCK.

                            ADDITIONAL INFORMATION
                            ----------------------

      The Company has filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act with respect to the
shares of common stock offered hereby. This reoffer prospectus does not contain
all of the information set forth in the registration statement and the exhibits
thereto. For further information with respect to the Company and the common
stock offered hereby, reference is made to the registration statement and the
exhibits thereto. Statements contained in this reoffer prospectus regarding the
contents of any contract or any other document to which reference is made are
not necessarily complete, and, in each instance where a copy of such contract or
other document has been filed as an exhibit to the registration statement,
reference is made to the copy so filed, each such statement being qualified in
all respects by such reference. The Company also is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and, in
accordance therewith, files reports and other information with the SEC.

       The registration statement, including exhibits, and the reports and other
information filed by the Company under the Exchange Act can be inspected without
charge at the public reference facilities maintained by the SEC at its principal
office at 450 Fifth Street, N.W., Room 1024, Washington, D.C., 20549, and at the
Regional Offices of the SEC located at Seven World Trade Center, 13th Floor, New
York, New York 10048, and Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can be obtained from such
offices at fees prescribed by the SEC. The public may obtain information on the
operation of those public reference facilities by calling the SEC at
1-800-SEC-0330. The SEC maintains a World Wide Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the SEC. The address of this site is
http://www.sec.gov.

                                      2
5

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
                -----------------------------------------------

      Upon either written or oral request, any person receiving a copy of this
reoffer prospectus may obtain from the Company, without charge, a copy of any of
the documents incorporated by reference herein, except for the exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
the information that this Prospectus incorporates). Requests should be directed
to: Megan Kennedy, Northeast Pennsylvania Financial Corp., 12 E. Broad Street,
Hazleton, Pennsylvania 18201, or by telephone to (570) 459-3797.

      The following documents filed or to be filed by the Company with the SEC
are incorporated herein by reference:

      (a)   The Registrant's Annual Report on Form 10-K (SEC File No. 1-13793)
for the fiscal year ended September 30, 2000, which includes the consolidated
statements of financial condition of the Company and subsidiary as of September
30, 2000 and 1999, and the related consolidated statements of operations,
comprehensive income, changes in equity and cash flows for each of the years in
the three-year period ended September 30, 2000, together with the related notes
and report of KPMG LLP, independent certified public accountants filed with the
SEC on December 21, 2000.

      (b)   The Quarterly Report on Form 10-Q (SEC File No. 1-13793) filed by
the Company for the fiscal quarter ended March 31, 2001, filed with the SEC on
May 11, 2001.

      (c)   The Quarterly Report on Form 10-Q (SEC File No. 1-13793) filed by
the Company for the fiscal quarter ended December 31, 2000, filed with the SEC
on February 14, 2001.

      (d)   The Current Reports on Form 8-K (File No. 1-13793) filed by the
Company with the SEC on November 1, 2000, November 21, 2000 and January 24,
2001.

      (e)   The description of the common stock of the Company contained in its
Registration Statement on Form S-1, as amended (SEC File No. 333-43281),
initially filed with the SEC on December 24, 1997 and declared effective on
February 12, 1998.

      (f )  All documents filed by the Company pursuant to Sections 13(a) and
(c), 14 or 15(d) of the Securities Exchange Act after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold. Any statement contained in this reoffer prospectus, 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 reoffer prospectus 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 reoffer prospectus.

                                      3
6

                                 RISK FACTORS
                                 ------------

      You should carefully consider the following risks before making an
investment decision.

Our Ability to Pay Dividends is Subject to Regulatory Restriction.
-----------------------------------------------------------------

      Our primary source of income is from the operations of our subsidiary,
First Federal Bank, a federal savings bank. The Bank is subject to extensive
regulation by the Office of Thrift Supervision, its chartering agency, and the
Federal Deposit Insurance Corporation as its deposit insurer. The Bank is not
permitted to pay dividends on its capital stock or repurchase shares of its
stock if such a dividend or repurchase would be prohibited under the rules and
regulations of the OTS or the FDIC.

      Unlike the Bank, the Company currently is not subject to banking
regulatory restrictions on the payment of dividends to its stockholders.
However, the source of any dividends may be dependent in significant part upon
dividends from the Bank. The Company is subject to the requirements of Delaware
law, which generally limits dividends to an amount equal to the excess of the
net assets of the Company (the amount by which total assets exceed total
liabilities) over its statutory capital or, if there is no such excess, to its
net profits for the current and/or immediately preceding fiscal year. In order
to pay cash dividends, the Company must have available cash either from
borrowings by the Company, dividends received from the Bank or earnings on the
Company's assets. No assurances can be given that any dividends, either regular
or special, will be declared or paid, what the amounts of the dividends will be
or whether they will continue uninterrupted into the future.

Anti-Takeover Provisions Could Prevent or Delay a Change in Control.
-------------------------------------------------------------------

      PROVISIONS IN THE COMPANY'S AND THE BANK'S GOVERNING INSTRUMENTS. Certain
provisions of the Company's certificate of incorporation and bylaws, including a
provision limiting voting rights of beneficial owners of more than 10% of the
common stock, and the Bank's stock charter and bylaws, as well as certain
federal regulations, could prevent or delay a change in control, even if
stockholders desired that change. These provisions provide for, among other
things, classified boards of directors with staggered terms of office,
restrictions on the calling of special meetings, a fair price for certain
business combinations, certain supermajority voting requirements and certain
advance notice requirements. Among other things, the Company's certificate of
incorporation provides for a supermajority vote of 80% of the outstanding shares
of voting stock for (i) the removal of a director prior to the expiration of his
term for cause; (ii) certain business combinations, including mergers,
consolidations and sales of 25% or more of the assets of the Company involving
an Interested Stockholder (as defined therein); (iii) amendment of certain
portions of the certificate of incorporation; and (iv) amendment of the bylaws
by stockholder vote.

      STATUTORY AND REGULATORY PROVISIONS. OTS restrictions and requirements
applicable to persons seeking to acquire control of the Company may prevent or
hinder takeover attempts that certain stockholders deem to be in their interest
and may tend to perpetuate existing management.

      PROVISIONS OF REMUNERATION PLANS AND AGREEMENTS. Employment agreements and
special termination agreements between the Company and the Bank and certain
management officials, the employee severance compensation plan and certain
provisions of the Company's stock option plans provide for benefits and/or cash
payments or the acceleration of benefits in the event of a change in control of
the Company or the Bank. These provisions may have the effect of increasing the
cost of, and thereby discouraging, a future attempt to acquire control of the
Company or the Bank.

                                      4
7

Financial Institution Legislation and Regulation
------------------------------------------------

      The Bank is subject to extensive regulation, supervision and examination
by the OTS, as its chartering authority and primary federal regulator, and by
the FDIC, which insures its deposits up to applicable limits. Such regulation
and supervision establishes a comprehensive framework of activities in which an
institution can engage and is intended primarily for the protection of the
insurance fund and depositors. The regulatory structure also gives the
regulatory authorities extensive discretion in connection with their supervisory
and enforcement activities and examination policies, including policies with
respect to the classification of assets and the establishment of adequate loan
loss reserves for regulatory purposes. Any change in the regulatory structure or
the applicable statutes or regulations, whether by the OTS, the FDIC or the
Congress could have a material impact on the Bank and its operations.

Potential Impact of Changes in Interest Rates and in Economic Conditions
------------------------------------------------------------------------
Generally
---------

      The Bank's, and thus the Company's profitability is dependent to a large
extent upon the Bank's net interest income, which is the difference between its
interest income on interest-earning assets, such as loans and investments, and
its interest expense on interest-bearing liabilities, such as deposits and other
borrowings. The Bank, like most savings institutions, will continue to be
affected by general changes in levels of interest rates and other economic
factors beyond its control. The Bank's profitability also is significantly
impacted by the demand for its loan products and financial services,
competition, and changes in the quality or composition of its loan and
investment portfolios.

Volatility of Our Stock Price Could Adversely Affect Our Stockholders
---------------------------------------------------------------------

      The stock market has experienced significant price and volume fluctuations
and the market prices of securities. Investors may not be able to resell their
shares at or above the price at which they bought them.

                                USE OF PROCEEDS
                                ---------------

      The Company will not receive any proceeds from the sale of the shares of
common stock which may be sold pursuant to this reoffer prospectus for the
respective accounts of the selling stockholders. All proceeds, net of brokerage
commissions, if any, will be received by the selling stockholders. See "Selling
Stockholders" and "Plan of Distribution."

                             SELLING STOCKHOLDERS
                             --------------------

      The shares of common stock covered by this reoffer prospectus are being
registered for reoffers and resales by the selling stockholders identified
below. The selling stockholders may resell all, a portion, or none of the shares
that they acquired or may acquire.

      The following table identifies the selling stockholders, any position they
hold with the Company, the number of shares of common stock known by the Company
to be beneficially owned by them as of the date hereof, the number of shares
covered by this reoffer prospectus, and the amount (and if one percent or more,
the percentage of the class) of common stock to be owned by such selling
stockholder if such selling stockholder were to sell all of the shares of common
stock covered by this reoffer prospectus.

                                      5
8
Number of Shares       Number of Shares         Number of Shares
                                                               Beneficially Owned      Covered by this             to be Held
Selling Stockholder  Position                                  as of May __, 2001         Prospectus            After Offering 1
-------------------- ---------------------------------         ------------------     -------------------      ------------------
Frederick Barletta   Director of First Federa1 Bank                  13,336                 10,936                   2,400
John Raynock         Director of Northeast                           10,936                 10,936                       0
                     Pennsylvania Trust Co.
George Hayden        Director of First Federa1 Bank                  15,936                 10,936                   5,000

---------------------
(1) This assumes that no additional shares are purchased or sold by the selling stockholder.
PLAN OF DISTRIBUTION
                          --------------------

      Shares offered by this reoffer prospectus may be sold from time to time
directly by or on behalf of the selling stockholders in one or more transactions
on the American Stock Exchange or on any other stock exchange or market on which
the common stock may be traded at the time of sale, in privately negotiated
transactions, or through a combination of such methods, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at fixed prices (which may be changed) or at negotiated prices. The
selling stockholders may sell shares through one or more agents, brokers or
dealers or directly to purchasers. Such brokers or dealers may receive
compensation in the form of commissions, discounts or concessions from the
selling stockholders and/or purchasers of the shares or both (which compensation
as to a particular broker or dealer may be in excess of customary commissions).

      In connection with such sales, the selling stockholders and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act, and any commissions they receive and the proceeds
of any sale of shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

      In order to comply with certain state securities laws, if applicable, the
shares may be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the shares may not be sold unless the
shares have been registered or qualified for sale in such state or an exemption
from regulation or qualification is available and is complied with. Sales of
shares must also be made by the selling stockholders in compliance with all
other applicable state securities laws and regulations.

      In addition to any shares sold hereunder, selling stockholders may, at the
same time, sell any shares of common stock, including the shares owned by them
in compliance with all of the requirements of Rule 144, regardless of whether
such shares are covered by this reoffer prospectus.

      There can be no assurance that any of the selling stockholders will sell
any or all of the shares offered by them hereby.

      The Company will pay all expenses of the registration of the shares and
will not receive any proceeds from the sale of any shares by the selling
stockholders.

      The Company has notified the selling stockholders of the need to deliver a
copy of this reoffer prospectus in connection with any sale of the shares.

                                 LEGAL MATTERS
                                 -------------

      The validity of the shares being offered hereby has been passed upon for
the Company by Muldoon Murphy & Faucette LLP, Washington, D.C.

                                      6
9

                                    EXPERTS
                                    -------

      The consolidated financial statements of Northeast Pennsylvania Financial
Corp. and subsidiaries as of December 31, 2000 and 1999, and for the years in
the three-year period ended December 31, 2000, as included in our 2000 Annual
Report on Form 10-K, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon their
authority as experts in accounting and auditing.

                                      7
10

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a)   The Annual Report on Form 10-K filed by the Registrant for the
fiscal year ended September 30, 2000 with the SEC (File No. 1-13793) on December
21, 2000, which includes the consolidated statements of financial condition of
Northeast Pennsylvania Financial Corp. and subsidiaries as of September 30, 2000
and 1999 and the related consolidated statements of operations, comprehensive
income, changes in equity, and cash flows for each of the years in the three
year period ended September 30, 2000, together with the related notes and report
of KPMG LLP, independent certified public accountants.

      (b)   The Quarterly Report on Form 10-Q (File No. 1-13793) filed by the
Registrant for the fiscal quarter ended March 31, 2000, filed with the SEC
on May 14, 2001.

      (c)   The Quarterly Report on Form 10-Q (SEC File No. 1-13793) filed by
the Company for the fiscal quarter ended Decemer 31, 2000, filed with the SEC
on February 14, 2001.

      (d)   The Current Reports on Form 8-K (File No. 1-13793) filed by the
Registrant with the SEC on November 1, 2000, November 21, 2000 and January 24,
2001.

      (e)   The description of the Registrant's Common Stock contained in its
Form S-1 (SEC File No. 333-43281), as amended, filed with the SEC on December
24, 1997 and declared effective on February 12, 1998.

      (f)   All documents filed by the Registrant pursuant to Sections 13(a)
and (c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (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.

ITEM 4.  DESCRIPTION OF SECURITIES

      The common stock to be offered pursuant to the Plans has been registered
pursuant to Section 12 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 the
Registrant by Muldoon Murphy & Faucette LLP, Washington, DC.
11

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent 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 other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. Similar indemnity is authorized for such person against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the shareholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.

      Any such indemnification and advancement of expenses provided under
Section 145 shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of such person's
heirs, executors and administrators.

      Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent 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 enterprise,
against any liability asserted against him, and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

      The Registrant has also entered into employment agreements with certain
executive officers, which agreements require that the Registrant maintain a
directors' and officers' liability policy for the benefit of such officers and
that the Registrant will indemnify such officers and their heirs to the fullest
extent permitted by law.

      In addition, pursuant to the Merger Agreement, the Registrant has agreed
to indemnify and hold harmless each director and officer of Security or any of
its subsidiaries, with respect to matters existing or occurring at or prior to
the effective time of the Merger, whether asserted or claimed prior to, at or
after the effective time. The Registrant has also agreed in the Merger Agreement
to maintain, for a period of three years following the effective time of the
Merger, the directors' and officers' liability insurance coverage maintained by
Security (or substantially equivalent coverage under substitute policies) with
respect to any claims arising out of any actions or omissions occurring at or
prior to the effective time of the Merger.

      In accordance with the DGCL (being Chapter 1 of Title 8 of the Delaware
Code), Articles 10 and 11 of the Registrant's Certificate of Incorporation
provide as follows:

                                      2
12

      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 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

                                      3
13

      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 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

                                      4
14

      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 7.   EXEMPTION FROM REGISTRATION CLAIMED

      The shares of common stock to be reoffered by the selling stockholders
were sold to the selling stockholders in reliance upon section 4(2) of the
Securities Act of 1933. Two of the selling stockholders are directors of the
Registrant and the third is a director of the trust company subsidiary of the
Registrant.

ITEM 8.   LIST OF 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):

      5        Opinion of Muldoon Murphy & Faucette LLP, Washington, DC, as to
               the legality of the common stock registered hereby.

      10.1     Security of Pennsylvania Financial Corp. 1999 Stock-Based
               Incentive Plan, as assumed by Northeast Pennsylvania Financial
               Corp.

      10.2     Northeast Pennsylvania Financial Corp. 2000 Stock Option Plan.1

      23.1     Consent of Muldoon Murphy & Faucette LLP (contained in the
               opinion included as Exhibit 5).

      23.2     Consent of KPMG LLP.

      24       Power of Attorney is located on the signature pages.

--------------------------

1   Incorporated herein by reference to Appendix B of the Proxy Statement filed
by the Registrant with the SEC (SEC File No. 1-13793) on December 17, 1999.

ITEM 9.   UNDERTAKINGS

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which it offers or sells
                  securities, a post-effective amendment to this Registration
                  Statement to:

                  (i)   Include any Prospectus required by Section 10(a)(3) of
                        the Securities Act;

                                      5
14

                  (ii)  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 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) 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;

            Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the registrant pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 that are incorporated by reference into this
            Registration Statement.

            (2)   That, for the purpose of determining liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of the 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 registered that remain unsold
                  at the termination of the Offering.

      (b)   The undersigned hereby undertakes that, for purposes of determining
            any liability under the Securities Act, each filing of the
            Registrant's or the Plan's annual report pursuant to Section 13(a)
            or 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 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
15

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Northeast
Pennsylvania Financial Corp. hereby 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 the City of Hazleton, State of
Pennsylvania, on May 24, 2001.

                              NORTHEAST PENNSYLVANIA FINANCIAL CORP.

                              By: /s/ E. Lee Beard
                                  ------------------------------------------
                                  E. Lee Beard
                                  President and Chief Executive
                                  Officer

      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.

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Ms. Beard) constitutes and appoints E. Lee Beard, and Ms.
Beard 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/her and in his/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 or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

/s/ E. Lee Beard            President and Chief Executive        May 24, 2001
-----------------------     Officer
E. Lee Beard                (principal executive officer)

/s/ Thomas L. Kennedy       Chairman of the Board of Directors   May 24, 2001
-----------------------
Thomas L. Kennedy

/s/ Patrick J. Owens        Senior Vice President and            May 24, 2001
-----------------------     Chief Financial Officer
Patrick J. Owens            (principal accounting and financial
                            officer)

                                      7
16

/s/ William R. Davidson     Director                             May 24, 2001
-----------------------
William R. Davidson

/s/ Barbara M. Ecker        Director                             May 24, 2001
-----------------------
Barbara M. Ecker

/s/ Peter Haentjens, Jr.    Director                             May 24, 2001
-----------------------
R. Peter Haentjens, Jr.

/s/ William J. Spear        Director                             May 24, 2001
-----------------------
William J. Spear

/s/ Paul L. Conard          Director                             May 24, 2001
------------------------
Paul L. Conard

/s/ John P. Lavelle         Director                             May 24, 2001
------------------------
John P. Lavelle

/s/ Michael J. Leib         Director                             May 24, 2001
------------------------
Michael J. Leib

/s/ Joseph P. Schlitzer     Director                             May 24, 2001
------------------------
Joseph P. Schlitzer

                                      8
17
EXHIBIT INDEX

                                                                                               Sequentially
                                                                                                 Numbered
                                                                                                   Page
Exhibit No.  Description                                      Method of Filing                   Location
---------    -------------------------------------------      ------------------------------   ------------
5        Opinion of Muldoon Murphy & Faucette LLP         Filed herewith.                       13

  10.1       Security of Pennsylvania Financial Corp.         Filed herewith.                       16
             1999 Stock-Based Incentive Plan

  10.2       Northeast Pennsylvania Financial Corp. 2000      Incorporated herein by                ---
             Stock Option Plan.                               reference to Appendix B of the
                                                              proxy statement filed by the
                                                              Registrant with the SEC (SEC
                                                              File No. 1-13793) on December
                                                              17, 1999.

  23.1       Consent of Muldoon Murphy & Faucette LLP         Contained in Exhibit 5 hereof.        ---

  23.2       Consent of KPMG LLP                              Filed herewith.                        30

   24        Power of Attorney                                Located on the signature page.          9
9