<PAGE> 1

As filed with the Securities and Exchange Commission on December 2, 1998
                                              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
                                 (717) 459-3700
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                     NORTHEAST PENNSYLVANIA FINANCIAL CORP.
                         1998 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                          ------------------------------

E. LEE BEARD                              COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     CHRISTINA M. GATTUSO, ESQUIRE
NORTHEAST PENNSYLVANIA FINANCIAL CORP.    THOMAS J. HAGGERTY, ESQUIRE
12 E. BROAD STREET                        MULDOON, MURPHY & FAUCETTE
HAZLETON, PENNSYLVANIA 18201              5101 WISCONSIN AVENUE, N.W.
(717) 459-3700                            WASHINGTON, D.C.  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 Securities   Amount to be   Proposed Purchase   Estimated Aggregate      Amount of
  to be Registered    Registered(1)   Price Per Share     Offering Price(2)    Registration Fee
------------------------------------------------------------------------------------------------
   <S>                     <C>          <C>                 <C>                    <C>
    Common Stock        642,735
   $.01 par Value     Shares (3)        $13.15625(4)        $8,455,983             $2,351
------------------------------------------------------------------------------------------------
    Common Stock        257,094
   $.01 par Value     Shares (5)        $13.15625(6)        $3,382,393             $940
================================================================================================
</TABLE>
(1)Together  with an  indeterminate  number of  additional  shares  which may be
   necessary to adjust the number of shares  reserved  for issuance  pursuant to
   the Northeast  Pennsylvania  Financial Corp. 1998 Stock-Based  Incentive Plan
   (the  "Plan")  as the  result of a stock  split,  stock  dividend  or similar
   adjustment  of  the  outstanding  Common  Stock  of  Northeast   Pennsylvania
   Financial Corp. pursuant to 17 C.F.R. Section 230.416(a).
(2)Estimated solely for purposes of calculating the registration fee.
(3)Pursuant to 17 C.F.R. Section 230.457(h)(1), represents the  total number  of
   shares  currently  reserved or available  for  issuance  upon the exercise of
   stock options pursuant to the Plan.
(4)None of the options under the Plan have been granted,  therefore the proposed
   purchase  price per share has been  determined by the average of the high and
   low prices ($13.15625) as reported on the American Stock Exchange on November
   27, 1998 in accordance with 17 C.F.R. Section 230.457(h) and (c).
(5)Pursuant to 17 C.F.R.  Section 230.457(h)(1),  represents the total number of
   shares currently available for issuance as stock awards under the Plan.
(6)None of the award shares under the Plan have been  purchased,  therefore  the
   proposed  purchase price per share has been  determined by the average of the
   high and low prices ($13.15625) as reported in the American Stock Exchange on
   November 27, 1998 in accordance with 17 C.F.R. Section 230.457(h) and (c).

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. Section 230.462.
Number of Pages 18
Exhibit Index begins on Page 11


<PAGE> 2



NORTHEAST PENNSYLVANIA FINANCIAL CORP.

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

ITEMS  1 & 2.  The  documents  containing  the  information  for  the  Northeast
Pennsylvania   Financial  Corp.  (the  "Company"  or  the   "Registrant")   1998
Stock-Based  Incentive Plan (the "Plan")  required by Part I of the Registration
Statement will be sent or given to the  participants in the Plan as specified by
Rule  428(b)(1).  Such  documents are not filed with the Securities and Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or  prospectus  supplement  pursuant to Rule 424 in reliance on Rule
428.

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 424(b) Prospectus (the "Prospectus") filed by the Registrant (File
No.   333-43281)  with  the  SEC  on  February  24,  1998,  which  includes  the
consolidated  balance sheets of First Federal Bank (the "Bank")  (formerly First
Federal Savings and Loan Association of Hazleton) (the  wholly-owned  subsidiary
of the Company) and  subsidiaries  as of  September  30, 1997 and 1996,  and the
related consolidated statements of income, changes in equity, and cash flows for
each of the years in the three year period ended  September  30, 1997,  together
with the related notes and the reports of KPMG Peat Marwick LLP,  dated November
13, 1997,  except as to note 15, which is as of November 18, 1997 (with  respect
to the audit of 1997) and Parente,  Randolph,  Orlando, Carey & Associates dated
November 7, 1996 (with respect to the audits of 1996 and 1995), both independent
certified  public  accountants.  As of February 24, 1998,  the  Registrant was a
shell company and had no assets or liabilities.

      (b) The Form 10-Q reports filed by the Registrant for the fiscal  quarters
ended December 31, March 31 and June 30, 1998 (File No. 1-13793), filed with the
SEC on March 27, May 13 and August 12, 1998, respectively.

      (c) The Current  Reports on Form 8-K filed by the Registrant  with the SEC
on April 28, July 24 and October 26, 1998 (File No. 1-13793).

      (d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 1- 13793), as filed with the SEC on January 15, 1998 pursuant
to  Section  12(b) of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), and Rule 12b-15 promulgated thereunder.

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

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

                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

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

      The consolidated  financial statements of the Bank and its subsidiaries as
of  September  30,  1997 and for the year then ended have been  included  in the
Prospectus  in reliance  upon the report of KPMG Peat Marwick  LLP,  independent
certified  public  accountants,   appearing  elsewhere  therein,  and  upon  the
authority of said firm as expert in accounting  and auditing.  The  consolidated
financial  statements of the Bank and its  subsidiaries as of September 30, 1996
and for the years ended  September  30, 1996 and 1995 have been  included in the
Prospectus in reliance upon the report of Parente,  Randolph,  Orlando,  Carey &
Associates,   independent  certified  public  accountants,  appearing  elsewhere
therein,  and upon the  authority  of said firm as  experts  in  accounting  and
auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administer the Plan.

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

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,  judgments,  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.


                                         3

<PAGE> 4



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
an "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 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.


                                         4

<PAGE> 5



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.



                                         5

<PAGE> 6



ELEVENTH:
--------

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

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

      The  Registrant  maintains  directors' and officers'  liability  insurance
covering  its  directors  and  officers  which  (subject  to certain  limits and
deductibles) (i) insures  officers and directors of the Registrant  against loss
arising  from  certain  claims made  against  them by reason of their being such
directors or officers, and (ii) insures the Registrant against loss which it may
be required or permitted to pay as indemnification due its directors or officers
for certain claims.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.



                                         6

<PAGE> 7



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
Exhibit Table in Item 601 of Regulation S-K):

      4.0      Draft Stock Certificate of Northeast Pennsylvania Financial 
               Corp.1

      4.1      Certificate of Incorporation of Northeast Pennsylvania Financial
               Corp.2

      5.0      Opinion of Muldoon, Murphy & Faucette,  Washington, DC, as to the
               legality of the Common Stock registered hereby.

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

      23.2     Consent of KPMG Peat Marwick LLP.

      23.3     Consent of Parente, Randolph, Orlando, Carey & Associates.

      24.1     Power of Attorney (located on the signature pages).
--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration  Statement on Form S-1 (SEC No.  333-43281),  as amended,
  filed with the SEC on December 24, 1997 and declared effective on February 12,
  1998.
2 Incorporated   herein  by  reference  from   Exhibit  3.1  contained  in   the
  Registration Statement on Form S-1 (SEC No. 333-43281), as amended, filed with
  the SEC on December 24, 1997 and declared effective on February 12, 1998.

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

                                         7

<PAGE> 8



                  (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) 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 section  15(d) of the
            Securities  Exchange Act of 1934 that are  incorporated by reference
            into the registration statement.

            (2)   That,  for the  purpose  of  determining  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  registered that remain unsold
                  at the termination of the offering.

      (b)   The undersigned  registrant  hereby undertakes that, for purposes of
            determining  any liability  under the Securities  Act of 1933,  each
            filing of the  registrant's  or the Plan's annual report pursuant to
            section  13(a)  or  section  15(d)  of  the  Exchange  Act  that  is
            incorporated  by reference in the  registration  statement  shall be
            deemed to be a new Registration Statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  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.



                                         8

<PAGE> 9



CONFORMED
                                    SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
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,  Commonwealth of Pennsylvania,  on November
30, 1998.

                                    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
hereby  constitutes and appoints  Patrick J. Owens,  Jr., as the true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him (or her) and in his name,  place and stead, in any and all capacities to
sign any or all amendments to the Form S-8 Registration  Statement,  and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the U.S.  Securities  and  Exchange  Commission,  respectively,
granting unto said attorney-in-fact and agent full power and authority to do and
perform  each and every act and things  requisite  and  necessary  to be done as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


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


/s/ E. Lee Beard            President and Chief Executive      November 30, 1998
-------------------------   Officer (principal executive 
E. Lee Beard                officer)

/s/ Patrick J. Owens, Jr.   Chief Financial Officer            November 30, 1998
-------------------------   and Treasurer (principal 
Patrick J. Owens, Jr.       accounting and financial officer)
                            

/s/ Thomas L. Kennedy       Chairman of the Board              November 30, 1998
-------------------------
Thomas L. Kennedy


/s/ Paul L. Conard          Director                           November 30, 1998
--------------------------
Paul L. Conard

                                         9

<PAGE> 10




/s/ William R. Davidson      Director                          November 30, 1998
--------------------------
William R. Davidson


/s/ Barbara M. Ecker         Director                          November 30, 1998
---------------------------
Barbara M. Ecker


/s/ R. Peter Haentjens, Jr.  Director                          November 30, 1998
---------------------------
R. Peter Haentjens, Jr.


/s/ John P. Lavelle          Director                          November 30, 1998
---------------------------
John P. Lavelle


/s/ Michael J. Leib          Director                          November 30, 1998
---------------------------
Michael J. Leib


/s/ William J. Spear         Director                          November 30, 1998
----------------------------
William J. Spear



                                       10
<PAGE> 11
<TABLE>
<CAPTION>

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

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

   <S>           <C>                          <C>                                                          <C>
    4.0          Draft Stock Certificate      Incorporated herein by reference from                        --
                 of  Northeast                the Exhibits of the Registrant's Registration
                 Pennsylvania                 Statement on Form S-1 filed with the SEC on
                 Financial  Corp.             December 24, 1997 and declared effective on
                                              February 12, 1998.

    4.1          Certificate of               Incorporated herein by reference from the Exhibit            --
                 Incorporation of             3.1 of the Registrant's Registration Statement on
                 Northeast                    Form S-1 filed with the SEC on December 24,
                 Pennsylvania                 1997 and declared effective on February 12, 1998.
                 Financial Corp.

    5.0          Opinion of Muldoon,          Filed herewith.                                              13
                 Murphy & Faucette

   23.1          Consent of Muldoon,          Contained in Exhibit 5 hereof.                               13
                 Murphy & Faucette

   23.2          Consent of KPMG              Filed herewith.                                              16
                 Peat Marwick LLP
  
   23.3          Consent of Parente,          Filed herewith.                                              18
                 Randolph, Orlando,
                 Carey & Associates

   24.1          Power of Attorney            Located on the signature page.                                8

</TABLE>


                                       11
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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": "333-68219", "film-number": "98762635"}, "business-address": {"street1": "12 E BROAD ST", "city": "HAZLETON", "state": "PA", "zip": "18201", "phone": "7174593700"}, "mail-address": {"street1": "12 E BROAD STREET", "city": "HAZLETON", "state": "PA", "zip": "18201"}}
1

As filed with the Securities and Exchange Commission on December 2, 1998
                                              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
                                 (717) 459-3700
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                     NORTHEAST PENNSYLVANIA FINANCIAL CORP.
                         1998 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                          ------------------------------

E. LEE BEARD                              COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     CHRISTINA M. GATTUSO, ESQUIRE
NORTHEAST PENNSYLVANIA FINANCIAL CORP.    THOMAS J. HAGGERTY, ESQUIRE
12 E. BROAD STREET                        MULDOON, MURPHY & FAUCETTE
HAZLETON, PENNSYLVANIA 18201              5101 WISCONSIN AVENUE, N.W.
(717) 459-3700                            WASHINGTON, D.C.  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 Securities   Amount to be   Proposed Purchase   Estimated Aggregate      Amount of
  to be Registered    Registered(1)   Price Per Share     Offering Price(2)    Registration Fee
------------------------------------------------------------------------------------------------
Common Stock        642,735
   $.01 par Value     Shares (3)        $13.15625(4)        $8,455,983             $2,351
------------------------------------------------------------------------------------------------
    Common Stock        257,094
   $.01 par Value     Shares (5)        $13.15625(6)        $3,382,393             $940
================================================================================================
(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. 1998 Stock-Based  Incentive Plan
   (the  "Plan")  as the  result of a stock  split,  stock  dividend  or similar
   adjustment  of  the  outstanding  Common  Stock  of  Northeast   Pennsylvania
   Financial Corp. pursuant to 17 C.F.R. Section 230.416(a).
(2)Estimated solely for purposes of calculating the registration fee.
(3)Pursuant to 17 C.F.R. Section 230.457(h)(1), represents the  total number  of
   shares  currently  reserved or available  for  issuance  upon the exercise of
   stock options pursuant to the Plan.
(4)None of the options under the Plan have been granted,  therefore the proposed
   purchase  price per share has been  determined by the average of the high and
   low prices ($13.15625) as reported on the American Stock Exchange on November
   27, 1998 in accordance with 17 C.F.R. Section 230.457(h) and (c).
(5)Pursuant to 17 C.F.R.  Section 230.457(h)(1),  represents the total number of
   shares currently available for issuance as stock awards under the Plan.
(6)None of the award shares under the Plan have been  purchased,  therefore  the
   proposed  purchase price per share has been  determined by the average of the
   high and low prices ($13.15625) as reported in the American Stock Exchange on
   November 27, 1998 in accordance with 17 C.F.R. Section 230.457(h) and (c).

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. Section 230.462.
Number of Pages 18
Exhibit Index begins on Page 11
2

NORTHEAST PENNSYLVANIA FINANCIAL CORP.

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

ITEMS  1 & 2.  The  documents  containing  the  information  for  the  Northeast
Pennsylvania   Financial  Corp.  (the  "Company"  or  the   "Registrant")   1998
Stock-Based  Incentive Plan (the "Plan")  required by Part I of the Registration
Statement will be sent or given to the  participants in the Plan as specified by
Rule  428(b)(1).  Such  documents are not filed with the Securities and Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or  prospectus  supplement  pursuant to Rule 424 in reliance on Rule
428.

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 424(b) Prospectus (the "Prospectus") filed by the Registrant (File
No.   333-43281)  with  the  SEC  on  February  24,  1998,  which  includes  the
consolidated  balance sheets of First Federal Bank (the "Bank")  (formerly First
Federal Savings and Loan Association of Hazleton) (the  wholly-owned  subsidiary
of the Company) and  subsidiaries  as of  September  30, 1997 and 1996,  and the
related consolidated statements of income, changes in equity, and cash flows for
each of the years in the three year period ended  September  30, 1997,  together
with the related notes and the reports of KPMG Peat Marwick LLP,  dated November
13, 1997,  except as to note 15, which is as of November 18, 1997 (with  respect
to the audit of 1997) and Parente,  Randolph,  Orlando, Carey & Associates dated
November 7, 1996 (with respect to the audits of 1996 and 1995), both independent
certified  public  accountants.  As of February 24, 1998,  the  Registrant was a
shell company and had no assets or liabilities.

      (b) The Form 10-Q reports filed by the Registrant for the fiscal  quarters
ended December 31, March 31 and June 30, 1998 (File No. 1-13793), filed with the
SEC on March 27, May 13 and August 12, 1998, respectively.

      (c) The Current  Reports on Form 8-K filed by the Registrant  with the SEC
on April 28, July 24 and October 26, 1998 (File No. 1-13793).

      (d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 1- 13793), as filed with the SEC on January 15, 1998 pursuant
to  Section  12(b) of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), and Rule 12b-15 promulgated thereunder.

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

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

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

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

      The consolidated  financial statements of the Bank and its subsidiaries as
of  September  30,  1997 and for the year then ended have been  included  in the
Prospectus  in reliance  upon the report of KPMG Peat Marwick  LLP,  independent
certified  public  accountants,   appearing  elsewhere  therein,  and  upon  the
authority of said firm as expert in accounting  and auditing.  The  consolidated
financial  statements of the Bank and its  subsidiaries as of September 30, 1996
and for the years ended  September  30, 1996 and 1995 have been  included in the
Prospectus in reliance upon the report of Parente,  Randolph,  Orlando,  Carey &
Associates,   independent  certified  public  accountants,  appearing  elsewhere
therein,  and upon the  authority  of said firm as  experts  in  accounting  and
auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administer the Plan.

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

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,  judgments,  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.

                                         3
4

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
an "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 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.

                                         4
5

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.

                                         5
6

ELEVENTH:
--------

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

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

      The  Registrant  maintains  directors' and officers'  liability  insurance
covering  its  directors  and  officers  which  (subject  to certain  limits and
deductibles) (i) insures  officers and directors of the Registrant  against loss
arising  from  certain  claims made  against  them by reason of their being such
directors or officers, and (ii) insures the Registrant against loss which it may
be required or permitted to pay as indemnification due its directors or officers
for certain claims.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                         6
7

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
Exhibit Table in Item 601 of Regulation S-K):

      4.0      Draft Stock Certificate of Northeast Pennsylvania Financial 
               Corp.1

      4.1      Certificate of Incorporation of Northeast Pennsylvania Financial
               Corp.2

      5.0      Opinion of Muldoon, Murphy & Faucette,  Washington, DC, as to the
               legality of the Common Stock registered hereby.

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

      23.2     Consent of KPMG Peat Marwick LLP.

      23.3     Consent of Parente, Randolph, Orlando, Carey & Associates.

      24.1     Power of Attorney (located on the signature pages).
--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration  Statement on Form S-1 (SEC No.  333-43281),  as amended,
  filed with the SEC on December 24, 1997 and declared effective on February 12,
  1998.
2 Incorporated   herein  by  reference  from   Exhibit  3.1  contained  in   the
  Registration Statement on Form S-1 (SEC No. 333-43281), as amended, filed with
  the SEC on December 24, 1997 and declared effective on February 12, 1998.

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

                                         7
8

                  (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) 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 section  15(d) of the
            Securities  Exchange Act of 1934 that are  incorporated by reference
            into the registration statement.

            (2)   That,  for the  purpose  of  determining  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  registered that remain unsold
                  at the termination of the offering.

      (b)   The undersigned  registrant  hereby undertakes that, for purposes of
            determining  any liability  under the Securities  Act of 1933,  each
            filing of the  registrant's  or the Plan's annual report pursuant to
            section  13(a)  or  section  15(d)  of  the  Exchange  Act  that  is
            incorporated  by reference in the  registration  statement  shall be
            deemed to be a new Registration Statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  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.

                                         8
9

CONFORMED
                                    SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
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,  Commonwealth of Pennsylvania,  on November
30, 1998.

                                    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
hereby  constitutes and appoints  Patrick J. Owens,  Jr., as the true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him (or her) and in his name,  place and stead, in any and all capacities to
sign any or all amendments to the Form S-8 Registration  Statement,  and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the U.S.  Securities  and  Exchange  Commission,  respectively,
granting unto said attorney-in-fact and agent full power and authority to do and
perform  each and every act and things  requisite  and  necessary  to be done as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

/s/ E. Lee Beard            President and Chief Executive      November 30, 1998
-------------------------   Officer (principal executive 
E. Lee Beard                officer)

/s/ Patrick J. Owens, Jr.   Chief Financial Officer            November 30, 1998
-------------------------   and Treasurer (principal 
Patrick J. Owens, Jr.       accounting and financial officer)
                            

/s/ Thomas L. Kennedy       Chairman of the Board              November 30, 1998
-------------------------
Thomas L. Kennedy

/s/ Paul L. Conard          Director                           November 30, 1998
--------------------------
Paul L. Conard

                                         9
10

/s/ William R. Davidson      Director                          November 30, 1998
--------------------------
William R. Davidson

/s/ Barbara M. Ecker         Director                          November 30, 1998
---------------------------
Barbara M. Ecker

/s/ R. Peter Haentjens, Jr.  Director                          November 30, 1998
---------------------------
R. Peter Haentjens, Jr.

/s/ John P. Lavelle          Director                          November 30, 1998
---------------------------
John P. Lavelle

/s/ Michael J. Leib          Director                          November 30, 1998
---------------------------
Michael J. Leib

/s/ William J. Spear         Director                          November 30, 1998
----------------------------
William J. Spear

                                       10
11
EXHIBIT INDEX
                                   -------------

                                                                                                     Sequentially
                                                                                                       Numbered
                                                                                                         Page
 Exhibit No.     Description                  Method of Filing                                         Location
------------     ------------------------     -----------------------------------------------------   ------------
4.0          Draft Stock Certificate      Incorporated herein by reference from                        --
                 of  Northeast                the Exhibits of the Registrant's Registration
                 Pennsylvania                 Statement on Form S-1 filed with the SEC on
                 Financial  Corp.             December 24, 1997 and declared effective on
                                              February 12, 1998.

    4.1          Certificate of               Incorporated herein by reference from the Exhibit            --
                 Incorporation of             3.1 of the Registrant's Registration Statement on
                 Northeast                    Form S-1 filed with the SEC on December 24,
                 Pennsylvania                 1997 and declared effective on February 12, 1998.
                 Financial Corp.

    5.0          Opinion of Muldoon,          Filed herewith.                                              13
                 Murphy & Faucette

   23.1          Consent of Muldoon,          Contained in Exhibit 5 hereof.                               13
                 Murphy & Faucette

   23.2          Consent of KPMG              Filed herewith.                                              16
                 Peat Marwick LLP
  
   23.3          Consent of Parente,          Filed herewith.                                              18
                 Randolph, Orlando,
                 Carey & Associates

   24.1          Power of Attorney            Located on the signature page.                                8
11