<PAGE> 1

As filed with the Securities and Exchange Commission on August 10, 2009
Registration No. ___________


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

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

                            NORTH PENN BANCORP, INC.
             (exact name of registrant as specified in its charter)


       PENNSYLVANIA                                     26-0261305
-------------------------------               ---------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

216 ADAMS AVENUE, SCRANTON, PENNSYLVANIA                 18503
----------------------------------------                 -----
(Address of Principal Executive Offices)                 Zip Code

                            NORTH PENN BANCORP, INC.
                           2009 EQUITY INCENTIVE PLAN
                           --------------------------
                            (Full Title of the Plan)

                                              COPIES TO:
FREDERICK L. HICKMAN                          AARON M. KASLOW
PRESIDENT AND CHIEF EXECUTIVE OFFICER         SUZANNE A. WALKER
NORTH PENN BANCORP, INC.                      KILPATRICK STOCKTON LLP
216 ADAMS AVENUE,                             607 14TH STREET, NW, SUITE 900
SCRANTON, PENNSYLVANIA 18503                  WASHINGTON, D.C.  20005
 (Name and address of agent for service)      (202) 508-5800

(570) 344-6113
Telephone number, including area code,
of agent for service

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One):

        Large accelerated filer [ ]             Accelerated filer [ ]
        Non-accelerated filer   [ ]             Smaller reporting company |X|
                   (Do not check if a smaller reporting company)
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                       Amount          Proposed maximum       Proposed maximum         Amount of
   Title of securities to be           to be          offering price per     aggregate offering      registration
           registered              registered(1)             share                price(4)                fee
----------------------------------------------------------------------------------------------------------------------
         <S>                         <C>                     <C>                  <C>                     <C>
          Common Stock
         $.01 par value              85,000(2)               $9.00                $765,000                $43
----------------------------------------------------------------------------------------------------------------------
          Common Stock
         $.01 par Value              34,000 (3)              $9.00                $306,000                $18
======================================================================================================================
</TABLE>

(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the North Penn Bancorp, Inc. 2009 Equity Incentive Plan (the "Plan") as the
     result of a stock split, stock dividend or similar adjustment to the
     outstanding Common Stock of North Penn Bancorp, Inc. (the "Common Stock")
     pursuant to 17 C.F.R. ss.230.416(a).
(2)  Represents the maximum number of shares of common stock which may be issued
     upon the exercise of options to purchase shares of the Common Stock.
(3)  Represents maximum number of shares of Common Stock that may be distributed
     upon the vesting of stock awards.
(4)  Estimated solely for the purpose of calculating the registration fee.
     Represents the closing price for the common stock as reported on August 6,
     2009 in accordance with 17 CFR Section 230.457(c) and 230.457(h).

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

<PAGE> 2

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

ITEMS 1 (PLAN INFORMATION) AND 2 (REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION). The documents containing the information for the North Penn
Bancorp, Inc. 2009 Equity Incentive Plan (the "Plan") specified by Part I of
this Registration Statement will be sent or given to the participants in the
Plan as specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by North Penn Bancorp,
Inc. (the "Registrant" or the "Company") with the SEC are incorporated by
reference in this Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2008 filed with the SEC on March 31, 2009 (File No.
000-52839).

         (b) The Registrant's Quarterly Report on Form 10-Q (File No. 000-52839)
for the quarterly period ended March 31, 2009 and filed with the SEC on May 14,
2009.

         (c) The description of the Registrant's common stock contained in
Registrant's Form 8-K12G3 as filed with the SEC and declared effective on
October 2, 2007 (File No. 000-52839).

         (d) Current Report on Form 8-K filed with the SEC on May 27, 2009
(excluding those portions of the report filed under items 2.02, 7.01 and 9.01 of
Form 8-K or 8-K/A).

         (e) All documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold (in each case other than those portions
furnished under items 2.02, 7.01 and 9.01 of Form 8-K or 8-K/A).

         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

         Not applicable, as the Registrant's Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934, as amended.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

                                       1
<PAGE> 3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Articles of Incorporation of the Company provide as follows:

         ARTICLE 10.    INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS, EMPLOYEES,
                        AND AGENTS.

         A. PERSONS. The Company shall 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, including actions by or in the right of
the Company, whether civil, criminal, administrative, or investigative, by
reason of the fact that such person is or was a director or officer of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, fiduciary, or agent of another corporation, partnership,
joint venture, trust, or other enterprise.

         B. EXTENT - DERIVATIVE ACTIONS. In the case of a threatened, pending,
            ---------------------------
or completed action or suit by or in the right of the Company against a person
named in paragraph A by reason of such person holding a position named in
paragraph A, the Company shall indemnify such person if such person satisfies
the standard in paragraph C, for expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or
settlement of the action or suit.

         C. STANDARD -- DERIVATIVE SUITS. In the case of a threatened, pending,
            ----------------------------
or completed action or suit by or in the right of the Company, a person named in
paragraph A shall be indemnified only if:

                  1. such person is successful on the merits or otherwise; or

                  2. such person acted in good faith in the transaction that is
the subject of the suit or action, and in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company, including, but not limited
to, the taking of any and all actions in connection with the Company's response
to any tender offer or any offer or proposal of another party to engage in a
Business Combination (as defined in Article 13 of these Articles) not approved
by the Board of Directors. However, such person shall not be indemnified in
respect of any claim, issue, or matter as to which such person has been adjudged
liable to the Company unless (and only to the extent that) the court of common
pleas or the court in which the suit was brought shall determine, upon
application, that despite the adjudication of liability but in view of all the
circumstances, such person is fairly and reasonably entitled to indemnity for
such expenses as the court shall deem proper.

         D. EXTENT -- NONDERIVATIVE SUITS. In case of a threatened, pending, or
            -----------------------------
completed suit, action, or proceeding (whether civil, criminal, administrative,
or investigative), other than a suit by or in the right of the Company, together
hereafter referred to as a nonderivative suit, against a person named in
paragraph A by reason of such person holding a position named in paragraph A,
the Company shall indemnify such person if such person satisfies the standard in
paragraph E, for amounts actually and reasonably incurred by such person in
connection with the defense or settlement of the nonderivative suit, including,
but not limited to (i) expenses (including attorneys' fees), (ii) amounts paid
in settlement, (iii) judgments, and (iv) fines.

         E. STANDARD -- NONDERIVATIVE SUITS.  In case of a nonderivative suit, a
            -------------------------------
person named in paragraph A shall be indemnified only if:

                  1. such person is successful on the merits or otherwise; or

                  2. such person acted in good faith in the transaction that is
the subject of the nonderivative suit and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the Company,

                                       2
<PAGE> 4

including, but not limited to, the taking of any and all actions in connection
with the Company's response to any tender offer or any offer or proposal of
another party to engage in a Business Combination (as defined in Article 13 of
these Articles) not approved by the Board of Directors and, with respect to any
criminal action or proceeding, such person had no reasonable cause to believe
such person's conduct was unlawful. The termination of a nonderivative suit by
judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or
its equivalent shall not, in itself, create a presumption that the person failed
to satisfy the standard of this paragraph E.2.

         F. DETERMINATION THAT STANDARD HAS BEEN MET. A determination that the
            ----------------------------------------
standard of paragraph C or E has been satisfied may be made by a court, or,
except as stated in paragraph C.2 (second sentence), the determination may be
made by:

            1. the Board of Directors by a majority vote of a quorum consisting
of directors of the Company who were not parties to the action, suit, or
proceeding;

            2. if such a quorum is not obtainable or if obtainable and a
majority of a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or

            3. the shareholders of the Company.

         G. PRORATION. Anyone making a determination under paragraph F may
            ---------
determine that a person has met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be indemnified.

         H. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by a director
            -----------------------
or officer of the Company in defending a civil or criminal action, suit, or
proceeding described in Article 10.A may be paid by the Company in advance of
the final disposition of such action, suit, or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by
the Company.

         I. OTHER RIGHTS. The indemnification and advancement of expenses
            ------------
provided by or pursuant to this Article 10 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any insurance or other agreement, vote of shareholders or
directors, or otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors, and administrators of such person.

         J. INSURANCE. The Company shall have the power to purchase and maintain
            ---------
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Company would have the power to
indemnify such person against such liability under the provisions of this
Article 10.

         K. SECURITY FUND; INDEMNITY AGREEMENTS. By action of the Board of
            -----------------------------------
Directors (notwithstanding their interest in the transaction), the Company may
create and fund a trust fund or fund of any nature, and may enter into
agreements with its officers, directors, employees, and agents for the purpose
of securing or insuring in any manner its obligation to indemnify or advance
expenses provided for in this Article 10.

                                       3
<PAGE> 5

         L. MODIFICATION. The duties of the Company to indemnify and to advance
            ------------
expenses to any person as provided in this Article 10 shall be in the nature of
a contract between the Company and each such person, and no amendment or repeal
of any provision of this Article 10, and no amendment or termination of any
trust or other fund created pursuant to Article 10.K hereof, shall alter to the
detriment of such person the right of such person to the advancement of expenses
or indemnification related to a claim based on an act or failure to act which
took place prior to such amendment, repeal, or termination.

         M. PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS. Notwithstanding any
            --------------------------------------------
other provision in this Article 10, the Company shall not indemnify a director,
officer, employee, or agent for any liability incurred in an action, suit, or
proceeding initiated by (which shall not be deemed to include counter-claims or
affirmative defenses) or participated in as an intervenor or amicus curiae by
the person seeking indemnification unless such initiation of or participation in
the action, suit, or proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors then in
office.

         N. SAVINGS CLAUSE. If this Article 10 or any portion hereof shall be
            --------------
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify each director, officer, employee, and agent
of the Company as to costs, charges, and expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement with respect to any action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
including an action by or in the right of the Company to the fullest extent
permitted by any applicable portion of this Article 10 that shall not have been
invalidated and to the fullest extent permitted by applicable law.

         If the laws of the Commonwealth of Pennsylvania are amended to permit
further indemnification of the directors, officers, employees, and agents of the
Company, then the Company shall indemnify such persons to the fullest extent
permitted by law. Any repeal or modification of this Article by the shareholders
of the Company shall not adversely affect any right or protection of a director,
officer, employee, or agent existing at the time of such repeal or modification.

         The Company also maintains directors and officers insurance to insure
its directors and officers and the directors and officers of its subsidiaries
against certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         None.

ITEM 8.  EXHIBITS

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

         List of Exhibits (filed herewith unless otherwise noted):

         5.0      Opinion of Kilpatrick Stockton LLP as to the legality of the
                  Common Stock to be issued
         10.0     North Penn Bancorp, Inc. 2009 Equity Incentive Plan (1)
         10.1     Form of Equity Award Agreements
         23.1     Consent of Kilpatrick Stockton LLP (contained in the Opinion
                  included in Exhibit 5.0)
         23.2     Consent of McGrail Merkel Quinn & Associates
         24       Power of Attorney (contained on the signature pages)
         -----------------------------
         (1)    Incorporated by Reference to the Registrant's Form DEF14A filed
                with the SEC on April 20, 2009.

                                       4
<PAGE> 6

ITEM 9. UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

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

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

             (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

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

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed or
furnished to the Securities and Exchange Commission 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 any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

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

         (4) That, for the purpose of determining liability of the Registrant
under the Securities Act to any purchaser in the initial distribution of the
securities, in a primary offering of securities of the Registrant pursuant to
this Registration Statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the Registrant will
be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser: (i) any preliminary prospectus or prospectus of
the undersigned Registrant relating to the offering required to be filed
pursuant to Rule 424; (ii) any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used or referred to by
the undersigned Registrant; (iii) the portion of any other free writing
prospectus relating to the offering containing material information about the
undersigned Registrant or its securities provided by or on behalf of the
undersigned registrant; and (iv) any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser; and

                                       5
<PAGE> 7
         (5) For purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in such 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 of whether such indemnification by it is against
public policy as expressed in such Act and will be governed by the final
adjudication of such issue.

                                       6

<PAGE> 8
                                  SIGNATURES

THE REGISTRANT

         Pursuant to the requirements of the Securities Act of 1933, North Penn
Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Scranton, Commonwealth of Pennsylvania, on
August 10, 2009.


                             NORTH PENN BANCORP, INC.



                             By: /s/ Frederick L. Hickman
                                 -----------------------------------------------
                                 Frederick L. Hickman
                                 President, Chief Executive Officer and Director
                                 (Principal executive officer)

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Hickman) constitutes and appoints Frederick L. Hickman, as
the true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities to sign any or all amendments to the Form S-8
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the United States Securities and
Exchange Commission, 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, and to all intents and purposes, as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute, may lawfully do or cause to be
done by virtue hereof.

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


       Name                                       Title                             Date
       ----                                       -----                             ----
<S>                                         <C>                                 <C>



/s/ Kevin M. Lamont                         Chairman of the Board               August 10, 2009
------------------------------------
Kevin M. Lamont



/s/ Frederick L. Hickman                    President, Chief Executive Officer  August 10, 2009
------------------------------------        and Director
Frederick L. Hickman                        (Principal executive officer)



/s/ Robin R. Weikel                         Chief Financial Officer             August 10, 2009
------------------------------------        (Principal financial and accounting officer)
Robin R. Weikel


<PAGE> 9

/s/ Herbert C. Kneller                      Director                            August 10, 2009
------------------------------------
Herbert C. Kneller



/s/ Frank H. Mechler                        Director                            August 10, 2009
------------------------------------
Frank H. Mechler



/s/ James W. Reid                           Director                            August 10, 2009
------------------------------------
James W. Reid


/s/ Virginia McGregor                       Director                            August 10, 2009
------------------------------------
Virginia McGregor


/s/ Gordon S. Florey                        Director                            August 10, 2009
------------------------------------
Gordon S. Florey

</TABLE>
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1

As filed with the Securities and Exchange Commission on August 10, 2009
Registration No. ___________

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

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

                            NORTH PENN BANCORP, INC.
             (exact name of registrant as specified in its charter)

       PENNSYLVANIA                                     26-0261305
-------------------------------               ---------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

216 ADAMS AVENUE, SCRANTON, PENNSYLVANIA                 18503
----------------------------------------                 -----
(Address of Principal Executive Offices)                 Zip Code

                            NORTH PENN BANCORP, INC.
                           2009 EQUITY INCENTIVE PLAN
                           --------------------------
                            (Full Title of the Plan)

                                              COPIES TO:
FREDERICK L. HICKMAN                          AARON M. KASLOW
PRESIDENT AND CHIEF EXECUTIVE OFFICER         SUZANNE A. WALKER
NORTH PENN BANCORP, INC.                      KILPATRICK STOCKTON LLP
216 ADAMS AVENUE,                             607 14TH STREET, NW, SUITE 900
SCRANTON, PENNSYLVANIA 18503                  WASHINGTON, D.C.  20005
 (Name and address of agent for service)      (202) 508-5800

(570) 344-6113
Telephone number, including area code,
of agent for service

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One):

        Large accelerated filer [ ]             Accelerated filer [ ]
        Non-accelerated filer   [ ]             Smaller reporting company |X|
                   (Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                       Amount          Proposed maximum       Proposed maximum         Amount of
   Title of securities to be           to be          offering price per     aggregate offering      registration
           registered              registered(1)             share                price(4)                fee
----------------------------------------------------------------------------------------------------------------------
Common Stock
         $.01 par value              85,000(2)               $9.00                $765,000                $43
----------------------------------------------------------------------------------------------------------------------
          Common Stock
         $.01 par Value              34,000 (3)              $9.00                $306,000                $18
======================================================================================================================
(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 North Penn Bancorp, Inc. 2009 Equity Incentive Plan (the "Plan") as the
     result of a stock split, stock dividend or similar adjustment to the
     outstanding Common Stock of North Penn Bancorp, Inc. (the "Common Stock")
     pursuant to 17 C.F.R. ss.230.416(a).
(2)  Represents the maximum number of shares of common stock which may be issued
     upon the exercise of options to purchase shares of the Common Stock.
(3)  Represents maximum number of shares of Common Stock that may be distributed
     upon the vesting of stock awards.
(4)  Estimated solely for the purpose of calculating the registration fee.
     Represents the closing price for the common stock as reported on August 6,
     2009 in accordance with 17 CFR Section 230.457(c) and 230.457(h).

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

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

ITEMS 1 (PLAN INFORMATION) AND 2 (REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION). The documents containing the information for the North Penn
Bancorp, Inc. 2009 Equity Incentive Plan (the "Plan") specified by Part I of
this Registration Statement will be sent or given to the participants in the
Plan as specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by North Penn Bancorp,
Inc. (the "Registrant" or the "Company") with the SEC are incorporated by
reference in this Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2008 filed with the SEC on March 31, 2009 (File No.
000-52839).

         (b) The Registrant's Quarterly Report on Form 10-Q (File No. 000-52839)
for the quarterly period ended March 31, 2009 and filed with the SEC on May 14,
2009.

         (c) The description of the Registrant's common stock contained in
Registrant's Form 8-K12G3 as filed with the SEC and declared effective on
October 2, 2007 (File No. 000-52839).

         (d) Current Report on Form 8-K filed with the SEC on May 27, 2009
(excluding those portions of the report filed under items 2.02, 7.01 and 9.01 of
Form 8-K or 8-K/A).

         (e) All documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold (in each case other than those portions
furnished under items 2.02, 7.01 and 9.01 of Form 8-K or 8-K/A).

         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

         Not applicable, as the Registrant's Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934, as amended.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

                                       1
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ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Articles of Incorporation of the Company provide as follows:

         ARTICLE 10.    INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS, EMPLOYEES,
                        AND AGENTS.

         A. PERSONS. The Company shall 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, including actions by or in the right of
the Company, whether civil, criminal, administrative, or investigative, by
reason of the fact that such person is or was a director or officer of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, fiduciary, or agent of another corporation, partnership,
joint venture, trust, or other enterprise.

         B. EXTENT - DERIVATIVE ACTIONS. In the case of a threatened, pending,
            ---------------------------
or completed action or suit by or in the right of the Company against a person
named in paragraph A by reason of such person holding a position named in
paragraph A, the Company shall indemnify such person if such person satisfies
the standard in paragraph C, for expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or
settlement of the action or suit.

         C. STANDARD -- DERIVATIVE SUITS. In the case of a threatened, pending,
            ----------------------------
or completed action or suit by or in the right of the Company, a person named in
paragraph A shall be indemnified only if:

                  1. such person is successful on the merits or otherwise; or

                  2. such person acted in good faith in the transaction that is
the subject of the suit or action, and in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company, including, but not limited
to, the taking of any and all actions in connection with the Company's response
to any tender offer or any offer or proposal of another party to engage in a
Business Combination (as defined in Article 13 of these Articles) not approved
by the Board of Directors. However, such person shall not be indemnified in
respect of any claim, issue, or matter as to which such person has been adjudged
liable to the Company unless (and only to the extent that) the court of common
pleas or the court in which the suit was brought shall determine, upon
application, that despite the adjudication of liability but in view of all the
circumstances, such person is fairly and reasonably entitled to indemnity for
such expenses as the court shall deem proper.

         D. EXTENT -- NONDERIVATIVE SUITS. In case of a threatened, pending, or
            -----------------------------
completed suit, action, or proceeding (whether civil, criminal, administrative,
or investigative), other than a suit by or in the right of the Company, together
hereafter referred to as a nonderivative suit, against a person named in
paragraph A by reason of such person holding a position named in paragraph A,
the Company shall indemnify such person if such person satisfies the standard in
paragraph E, for amounts actually and reasonably incurred by such person in
connection with the defense or settlement of the nonderivative suit, including,
but not limited to (i) expenses (including attorneys' fees), (ii) amounts paid
in settlement, (iii) judgments, and (iv) fines.

         E. STANDARD -- NONDERIVATIVE SUITS.  In case of a nonderivative suit, a
            -------------------------------
person named in paragraph A shall be indemnified only if:

                  1. such person is successful on the merits or otherwise; or

                  2. such person acted in good faith in the transaction that is
the subject of the nonderivative suit and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the Company,

                                       2
4

including, but not limited to, the taking of any and all actions in connection
with the Company's response to any tender offer or any offer or proposal of
another party to engage in a Business Combination (as defined in Article 13 of
these Articles) not approved by the Board of Directors and, with respect to any
criminal action or proceeding, such person had no reasonable cause to believe
such person's conduct was unlawful. The termination of a nonderivative suit by
judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or
its equivalent shall not, in itself, create a presumption that the person failed
to satisfy the standard of this paragraph E.2.

         F. DETERMINATION THAT STANDARD HAS BEEN MET. A determination that the
            ----------------------------------------
standard of paragraph C or E has been satisfied may be made by a court, or,
except as stated in paragraph C.2 (second sentence), the determination may be
made by:

            1. the Board of Directors by a majority vote of a quorum consisting
of directors of the Company who were not parties to the action, suit, or
proceeding;

            2. if such a quorum is not obtainable or if obtainable and a
majority of a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or

            3. the shareholders of the Company.

         G. PRORATION. Anyone making a determination under paragraph F may
            ---------
determine that a person has met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be indemnified.

         H. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by a director
            -----------------------
or officer of the Company in defending a civil or criminal action, suit, or
proceeding described in Article 10.A may be paid by the Company in advance of
the final disposition of such action, suit, or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by
the Company.

         I. OTHER RIGHTS. The indemnification and advancement of expenses
            ------------
provided by or pursuant to this Article 10 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any insurance or other agreement, vote of shareholders or
directors, or otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors, and administrators of such person.

         J. INSURANCE. The Company shall have the power to purchase and maintain
            ---------
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Company would have the power to
indemnify such person against such liability under the provisions of this
Article 10.

         K. SECURITY FUND; INDEMNITY AGREEMENTS. By action of the Board of
            -----------------------------------
Directors (notwithstanding their interest in the transaction), the Company may
create and fund a trust fund or fund of any nature, and may enter into
agreements with its officers, directors, employees, and agents for the purpose
of securing or insuring in any manner its obligation to indemnify or advance
expenses provided for in this Article 10.

                                       3
5

         L. MODIFICATION. The duties of the Company to indemnify and to advance
            ------------
expenses to any person as provided in this Article 10 shall be in the nature of
a contract between the Company and each such person, and no amendment or repeal
of any provision of this Article 10, and no amendment or termination of any
trust or other fund created pursuant to Article 10.K hereof, shall alter to the
detriment of such person the right of such person to the advancement of expenses
or indemnification related to a claim based on an act or failure to act which
took place prior to such amendment, repeal, or termination.

         M. PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS. Notwithstanding any
            --------------------------------------------
other provision in this Article 10, the Company shall not indemnify a director,
officer, employee, or agent for any liability incurred in an action, suit, or
proceeding initiated by (which shall not be deemed to include counter-claims or
affirmative defenses) or participated in as an intervenor or amicus curiae by
the person seeking indemnification unless such initiation of or participation in
the action, suit, or proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors then in
office.

         N. SAVINGS CLAUSE. If this Article 10 or any portion hereof shall be
            --------------
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify each director, officer, employee, and agent
of the Company as to costs, charges, and expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement with respect to any action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
including an action by or in the right of the Company to the fullest extent
permitted by any applicable portion of this Article 10 that shall not have been
invalidated and to the fullest extent permitted by applicable law.

         If the laws of the Commonwealth of Pennsylvania are amended to permit
further indemnification of the directors, officers, employees, and agents of the
Company, then the Company shall indemnify such persons to the fullest extent
permitted by law. Any repeal or modification of this Article by the shareholders
of the Company shall not adversely affect any right or protection of a director,
officer, employee, or agent existing at the time of such repeal or modification.

         The Company also maintains directors and officers insurance to insure
its directors and officers and the directors and officers of its subsidiaries
against certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         None.

ITEM 8.  EXHIBITS

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

         List of Exhibits (filed herewith unless otherwise noted):

         5.0      Opinion of Kilpatrick Stockton LLP as to the legality of the
                  Common Stock to be issued
         10.0     North Penn Bancorp, Inc. 2009 Equity Incentive Plan (1)
         10.1     Form of Equity Award Agreements
         23.1     Consent of Kilpatrick Stockton LLP (contained in the Opinion
                  included in Exhibit 5.0)
         23.2     Consent of McGrail Merkel Quinn & Associates
         24       Power of Attorney (contained on the signature pages)
         -----------------------------
         (1)    Incorporated by Reference to the Registrant's Form DEF14A filed
                with the SEC on April 20, 2009.

                                       4
6

ITEM 9. UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

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

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

             (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

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

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed or
furnished to the Securities and Exchange Commission 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 any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

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

         (4) That, for the purpose of determining liability of the Registrant
under the Securities Act to any purchaser in the initial distribution of the
securities, in a primary offering of securities of the Registrant pursuant to
this Registration Statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the Registrant will
be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser: (i) any preliminary prospectus or prospectus of
the undersigned Registrant relating to the offering required to be filed
pursuant to Rule 424; (ii) any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used or referred to by
the undersigned Registrant; (iii) the portion of any other free writing
prospectus relating to the offering containing material information about the
undersigned Registrant or its securities provided by or on behalf of the
undersigned registrant; and (iv) any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser; and

                                       5
7
         (5) For purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in such 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 of whether such indemnification by it is against
public policy as expressed in such Act and will be governed by the final
adjudication of such issue.

                                       6
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                                  SIGNATURES

THE REGISTRANT

         Pursuant to the requirements of the Securities Act of 1933, North Penn
Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Scranton, Commonwealth of Pennsylvania, on
August 10, 2009.

                             NORTH PENN BANCORP, INC.

                             By: /s/ Frederick L. Hickman
                                 -----------------------------------------------
                                 Frederick L. Hickman
                                 President, Chief Executive Officer and Director
                                 (Principal executive officer)

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Hickman) constitutes and appoints Frederick L. Hickman, as
the true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities to sign any or all amendments to the Form S-8
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the United States Securities and
Exchange Commission, 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, and to all intents and purposes, as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name                                       Title                             Date
       ----                                       -----                             ----
/s/ Kevin M. Lamont                         Chairman of the Board               August 10, 2009
------------------------------------
Kevin M. Lamont

/s/ Frederick L. Hickman                    President, Chief Executive Officer  August 10, 2009
------------------------------------        and Director
Frederick L. Hickman                        (Principal executive officer)

/s/ Robin R. Weikel                         Chief Financial Officer             August 10, 2009
------------------------------------        (Principal financial and accounting officer)
Robin R. Weikel
9

/s/ Herbert C. Kneller                      Director                            August 10, 2009
------------------------------------
Herbert C. Kneller

/s/ Frank H. Mechler                        Director                            August 10, 2009
------------------------------------
Frank H. Mechler

/s/ James W. Reid                           Director                            August 10, 2009
------------------------------------
James W. Reid

/s/ Virginia McGregor                       Director                            August 10, 2009
------------------------------------
Virginia McGregor

/s/ Gordon S. Florey                        Director                            August 10, 2009
------------------------------------
Gordon S. Florey