<PAGE> 1

      As filed with the Securities and Exchange Commission on July 9, 2002
                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

            FEDERAL                                   BEING APPLIED FOR
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)




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

                  ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION
               EMPLOYEES' SAVINGS & Profit Sharing Plan and Trust
                            (Full Title of the Plan)
                      -------------------------------------

                                                  COPIES TO:
DAVID J. O'CONNOR
PRESIDENT AND CHIEF EXECUTIVE OFFICER             LAWRENCE M.F. SPACCASI
ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION      KENT M. KRUDYS, ESQ.
660 ENFIELD STREET                                MULDOON MURPHY & FAUCETTE LLP
Enfield, Connecticut 06082                        5101 Wisconsin Avenue, N.W.
(860) 253-5200                                    Washington, D.C.  20016
(Name, address, including zip code,               (202) 362-0840 number
and telephone, including area code,
of agent for service)

<TABLE>
<CAPTION>
===========================================================================================================================
    Title of each Class of             Amount           Proposed Maximum         Proposed Maximum          Amount of
       Securities to be           to be Registered     Offering Price Per       Aggregate Offering        Registration
          Registered                    (1)                   Share                  Price(2)                 Fee
---------------------------------------------------------------------------------------------------------------------------
        <S>                            <C>                     <C>                   <C>                      <C>
         Common Stock                  16,145                  $12.35                $199,393                 $19.00
        $.01 par Value                 Shares                    (3)
---------------------------------------------------------------------------------------------------------------------------
        Participation
          Interests                     (4)                                                                   (5)
===========================================================================================================================

(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 Enfield Federal Savings and Loan Association Employees' Savings & Profit Sharing
     Plan  and  Trust (the "Plan") as  the result of a stock split, stock dividend or similar adjustment of the outstanding
     common stock of New England Bancshares, Inc. (the "Common Stock") pursuant to 17 C.F.R. ss.230.416(a).
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The  average  of  the  high  and low  price  of  the  Common  Stock  as reported on July 5, 2002  in  accordance with
     17 C.F.R.ss.230.457(c).
(4)  In addition, pursuant to 17 C.F.R.ss.230.416(c), this registration statement also covers  an  indeterminate  amount of
     interests  to be  offered or  sold  pursuant to  the employee  benefit plan  described  herein  based upon the maximum
     amount that could be issued under the plan pursuant to 17 C.F.R.ss.230.457(h).
(5)  In  accordance with 17 C.F.R. ss.230.457(h), where securities are  to be offered pursuant to an employer benefit plan,
     the  aggregate  offering  price and the amount  of  the registration fee shall be computed with respect to the maximum
     number of  shares of Common Stock that may be purchased with the current assets of such Plan. Accordingly, no separate
     fee is required for the participation interests.
</TABLE>

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



<PAGE> 2



NEW ENGLAND BANCSHARES, INC.

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

ITEMS 1 & 2. The documents  containing the  information  for the Enfield Federal
Savings and Loan Association  Employees' Savings & Profit Sharing Plan and Trust
(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 DOCUMENTS BY REFERENCE

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

         (a)  The Prospectus filed  with the SEC by New England Bancshares, Inc.
(the  "Registrant")  (File No.  333-82856)  pursuant to Rule 424(b)(3) on May 1,
2002, which includes: (1) the balance sheets of Enfield Federal Savings and Loan
Association as of March 31, 2001 and 2000, and the related statements of income,
changes in  capital  accounts  and cash flows for the years then ended  together
with the related notes and the report of Shatswell,  Macleod and Company,  P.C.,
independent  auditors;  and (2) the unaudited  balance sheet of Enfield  Federal
Savings and Loan  Association as of December 31, 2001, the unaudited  statements
of income and cash flows for the nine months  ended  December  31, 2001 and 2000
and the unaudited  statement of changes in capital  accounts for the nine months
ended December 31, 2001.

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

         (c)  The Plan's  annual  report  on Form 11-K for the fiscal year ended
December 31, 2001, filed with the SEC on July 9, 2002.

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

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




                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

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

Article XII of the Registrant's Bylaws provides that:

         The Holding Company shall indemnify its directors, officers and
employees in accordance with the following requirements:

         SECTION 1.        Definitions  and  Rules  of  Construction.   (A)  The
following definitions  apply for purposes of this Article XII:

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

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

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

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

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

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

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

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



                                        3

<PAGE> 4



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

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

         (B)      in case of:

                  (i)      settlement;

                  (ii)     final judgment against him or her; or

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

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

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

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

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

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




                                        4

<PAGE> 5



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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

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

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

               10    Enfield Federal Savings and Loan Association Employees'
                     Savings & Profit Sharing Plan and Trust(1)
               23    Consent of Shatswell, MacLeod & Company, P.C.
               24    Powers of Attorney (contained on the signature pages).
-----------------------
(1) Incorporated  herein  by  reference  from  the  Exhibit  of the  same number
contained in  the  Registration  Statement on  Form SB-2 (SEC No. 333-82856), as
amended, and declared effective on April 17, 2002.

ITEM 9.  UNDERTAKINGS

         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
                 unless  the information  or prospectus required by (i) and (ii)
                 is  contained  in  periodic  reports filed  by  the  Registrant
                 pursuant to  Section 13 or 15(d) of  the  Exchange Act that are
                 incorporated by reference into 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; 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.

         (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; and



                                        5

<PAGE> 6



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

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

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees,  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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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 such Act will be governed by the final adjudication of
such issue.





                                        6

<PAGE> 7



                                   SIGNATURES

         The Registrant.

         Pursuant to the requirements of the Securities Act of 1933, New England
Bancshares,  Inc.  certifies that it has  reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Enfield, Connecticut on July 3, 2002.

                                         NEW ENGLAND BANCSHARES, INC.


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

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

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


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


/s/ David J. O'Connor              President, Chief                 July 3, 2002
---------------------------        Executive Officer and
David J. O'Connor                  chief financial officer
                                   (principal executive,
                                   financial and accounting
                                   officer)



/s/ Edward C. Allen                Chairman of the Board            July 3, 2002
---------------------------
Edward C. Allen


                                        7

<PAGE> 8




/s/ Peter T. Dow                   Director                         July 3, 2002
---------------------------
Peter T. Dow



                                   Director                         July 3, 2002
---------------------------
Myron J. Marek



/s/ Dorothy K. McCarty             Director                         July 3, 2002
---------------------------
Dorothy K. McCarty


                                   Director                         July 3, 2002
---------------------------
Robert T. Mercik



/s/ Richard K. Stevens             Director                         July 3, 2002
---------------------------
Richard K. Stevens


/s/ Richard M. Tatoian, Esq.       Director                         July 3, 2002
----------------------------
Richard M. Tatoian, Esq.



                                        8

<PAGE> 9



The Plan.

      Pursuant to  the  requirements of the Securities Act of 1933, the trustees
(or  other  persons  who  administer  the  Enfield   Federal  Savings  and  Loan
Association  Employees' Savings & Profit Sharing Plan and Trust have duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized in Enfield, Connecticut on July 3, 2002.

                                   ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION
                                   EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
                                   AND TRUST


                                   By:  /s/ Cynthia G. Gray
                                        ------------------------------------

                                            Plan Administrator




                                                9

<PAGE> 10

<TABLE>
<CAPTION>


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




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


        <S>              <C>                               <C>                                                     <C>
        10               Enfield Federal                   Incorporated herein by reference from the
                         Savings and Loan                  Exhibit 10.1 contained in the Registration
                         Association                       Statement on Form SB-2 (SEC No. 333-
                         Employees' Savings                82856), as amended, and declared effective on
                         & Profit Sharing                  April 17, 2002.
                         Plan and Trust

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

        24               Power of Attorney                 Located on the signature page.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "newenglands8.txt", "secsgml_size_bytes": 25366}]
{"company-data": {"conformed-name": "NEW ENGLAND BANCSHARES INC", "cik": "0001166760", "assigned-sic": "6035"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92084", "film-number": "02698233"}, "business-address": {"street1": "ENFIELD FEDERAL SAV. & LOAN ASSOC", "street2": "660 ENFIELD ST", "city": "ENFIELD", "state": "CT", "zip": "06082", "phone": "8602535200"}, "mail-address": {"street1": "ENFIELD FEDERAL SAV. & LOAN ASSOC", "street2": "660 ENFIELD ST", "city": "ENFIELD", "state": "CT", "zip": "06082"}}
1

      As filed with the Securities and Exchange Commission on July 9, 2002
                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

            FEDERAL                                   BEING APPLIED FOR
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

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

                  ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION
               EMPLOYEES' SAVINGS & Profit Sharing Plan and Trust
                            (Full Title of the Plan)
                      -------------------------------------

                                                  COPIES TO:
DAVID J. O'CONNOR
PRESIDENT AND CHIEF EXECUTIVE OFFICER             LAWRENCE M.F. SPACCASI
ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION      KENT M. KRUDYS, ESQ.
660 ENFIELD STREET                                MULDOON MURPHY & FAUCETTE LLP
Enfield, Connecticut 06082                        5101 Wisconsin Avenue, N.W.
(860) 253-5200                                    Washington, D.C.  20016
(Name, address, including zip code,               (202) 362-0840 number
and telephone, including area code,
of agent for service)
===========================================================================================================================
    Title of each Class of             Amount           Proposed Maximum         Proposed Maximum          Amount of
       Securities to be           to be Registered     Offering Price Per       Aggregate Offering        Registration
          Registered                    (1)                   Share                  Price(2)                 Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock                  16,145                  $12.35                $199,393                 $19.00
        $.01 par Value                 Shares                    (3)
---------------------------------------------------------------------------------------------------------------------------
        Participation
          Interests                     (4)                                                                   (5)
===========================================================================================================================

(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 Enfield Federal Savings and Loan Association Employees' Savings & Profit Sharing
     Plan  and  Trust (the "Plan") as  the result of a stock split, stock dividend or similar adjustment of the outstanding
     common stock of New England Bancshares, Inc. (the "Common Stock") pursuant to 17 C.F.R. ss.230.416(a).
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The  average  of  the  high  and low  price  of  the  Common  Stock  as reported on July 5, 2002  in  accordance with
     17 C.F.R.ss.230.457(c).
(4)  In addition, pursuant to 17 C.F.R.ss.230.416(c), this registration statement also covers  an  indeterminate  amount of
     interests  to be  offered or  sold  pursuant to  the employee  benefit plan  described  herein  based upon the maximum
     amount that could be issued under the plan pursuant to 17 C.F.R.ss.230.457(h).
(5)  In  accordance with 17 C.F.R. ss.230.457(h), where securities are  to be offered pursuant to an employer benefit plan,
     the  aggregate  offering  price and the amount  of  the registration fee shall be computed with respect to the maximum
     number of  shares of Common Stock that may be purchased with the current assets of such Plan. Accordingly, no separate
     fee is required for the participation interests.
THIS REGISTRATION  STATEMENT SHALL  BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A)  OF THE  SECURITIES  ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
2

NEW ENGLAND BANCSHARES, INC.

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

ITEMS 1 & 2. The documents  containing the  information  for the Enfield Federal
Savings and Loan Association  Employees' Savings & Profit Sharing Plan and Trust
(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 DOCUMENTS BY REFERENCE

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

         (a)  The Prospectus filed  with the SEC by New England Bancshares, Inc.
(the  "Registrant")  (File No.  333-82856)  pursuant to Rule 424(b)(3) on May 1,
2002, which includes: (1) the balance sheets of Enfield Federal Savings and Loan
Association as of March 31, 2001 and 2000, and the related statements of income,
changes in  capital  accounts  and cash flows for the years then ended  together
with the related notes and the report of Shatswell,  Macleod and Company,  P.C.,
independent  auditors;  and (2) the unaudited  balance sheet of Enfield  Federal
Savings and Loan  Association as of December 31, 2001, the unaudited  statements
of income and cash flows for the nine months  ended  December  31, 2001 and 2000
and the unaudited  statement of changes in capital  accounts for the nine months
ended December 31, 2001.

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

         (c)  The Plan's  annual  report  on Form 11-K for the fiscal year ended
December 31, 2001, filed with the SEC on July 9, 2002.

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

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

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

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

Article XII of the Registrant's Bylaws provides that:

         The Holding Company shall indemnify its directors, officers and
employees in accordance with the following requirements:

         SECTION 1.        Definitions  and  Rules  of  Construction.   (A)  The
following definitions  apply for purposes of this Article XII:

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

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

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

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

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

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

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

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

                                        3
4

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

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

         (B)      in case of:

                  (i)      settlement;

                  (ii)     final judgment against him or her; or

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

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

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

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

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

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

                                        4
5

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

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

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

               10    Enfield Federal Savings and Loan Association Employees'
                     Savings & Profit Sharing Plan and Trust(1)
               23    Consent of Shatswell, MacLeod & Company, P.C.
               24    Powers of Attorney (contained on the signature pages).
-----------------------
(1) Incorporated  herein  by  reference  from  the  Exhibit  of the  same number
contained in  the  Registration  Statement on  Form SB-2 (SEC No. 333-82856), as
amended, and declared effective on April 17, 2002.

ITEM 9.  UNDERTAKINGS

         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
                 unless  the information  or prospectus required by (i) and (ii)
                 is  contained  in  periodic  reports filed  by  the  Registrant
                 pursuant to  Section 13 or 15(d) of  the  Exchange Act that are
                 incorporated by reference into 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; 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.

         (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; and

                                        5
6

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

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

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees,  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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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 such Act will be governed by the final adjudication of
such issue.

                                        6
7

                                   SIGNATURES

         The Registrant.

         Pursuant to the requirements of the Securities Act of 1933, New England
Bancshares,  Inc.  certifies that it has  reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Enfield, Connecticut on July 3, 2002.

                                         NEW ENGLAND BANCSHARES, INC.

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

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

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

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

/s/ David J. O'Connor              President, Chief                 July 3, 2002
---------------------------        Executive Officer and
David J. O'Connor                  chief financial officer
                                   (principal executive,
                                   financial and accounting
                                   officer)

/s/ Edward C. Allen                Chairman of the Board            July 3, 2002
---------------------------
Edward C. Allen

                                        7
8

/s/ Peter T. Dow                   Director                         July 3, 2002
---------------------------
Peter T. Dow

                                   Director                         July 3, 2002
---------------------------
Myron J. Marek

/s/ Dorothy K. McCarty             Director                         July 3, 2002
---------------------------
Dorothy K. McCarty

                                   Director                         July 3, 2002
---------------------------
Robert T. Mercik

/s/ Richard K. Stevens             Director                         July 3, 2002
---------------------------
Richard K. Stevens

/s/ Richard M. Tatoian, Esq.       Director                         July 3, 2002
----------------------------
Richard M. Tatoian, Esq.

                                        8
9

The Plan.

      Pursuant to  the  requirements of the Securities Act of 1933, the trustees
(or  other  persons  who  administer  the  Enfield   Federal  Savings  and  Loan
Association  Employees' Savings & Profit Sharing Plan and Trust have duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized in Enfield, Connecticut on July 3, 2002.

                                   ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION
                                   EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
                                   AND TRUST

                                   By:  /s/ Cynthia G. Gray
                                        ------------------------------------

                                            Plan Administrator

                                                9
10
EXHIBIT INDEX
                                                        -------------

                                                                                                                    Sequentially
                                                                                                                      Numbered
                                                                                                                        Page
   Exhibit No.           Description                       Method of Filing                                            Location
-----------------        -----------------------           ------------------------------------------------        ---------------
10               Enfield Federal                   Incorporated herein by reference from the
                         Savings and Loan                  Exhibit 10.1 contained in the Registration
                         Association                       Statement on Form SB-2 (SEC No. 333-
                         Employees' Savings                82856), as amended, and declared effective on
                         & Profit Sharing                  April 17, 2002.
                         Plan and Trust

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

        24               Power of Attorney                 Located on the signature page.