<PAGE> 1

As filed with the Securities and Exchange Commission on July 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                                  6036                  06-1504091
(state or other jurisdiction of     (Primary Standard          (IRS Employer 
incorporation or organization)   Classification Code Number) Identification No.)

                               12 E. BROAD STREET
                             HAZLETON, PENNSYLVANIA
                                 (717) 459-3700
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                               FIRST FEDERAL BANK
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                            (Full Title of the Plan)
                       -----------------------------------
E. LEE BEARD                                    COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER           THOMAS J. HAGGERTY, ESQUIRE
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION      LAWRENCE M. F. SPACCASI, ESQUIRE
OF HAZLETON                                     MULDOON, MURPHY & FAUCETTE
12 E. BROAD STREET                              5101 WISCONSIN AVENUE, N.W.
HAZLETON, PENNSYLVANIA 18201                    WASHINGTON, D.C.  20016
(717) 459-3700                                  (202) 362-0840

(Name, address, including zip code, and telephone
number, including area code, of agent for service)

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after this Registration  Statement becomes effective.  
      If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933, check the following box. / X /
<TABLE>
<CAPTION>
====================================================================================================
   Title of each Class of      Amount to be   Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered     Registered     Price Per Share(1)  (Offering Price(2)      Fee
----------------------------------------------------------------------------------------------------
     <S>                      <C>                <C>               <C>                  <C>
      Common Stock
     $.01 par Value           97,273 shares      $14.125            $1,373,981           $405.33
----------------------------------------------------------------------------------------------------
     Participation                                      
       Interests                  (3)                               $1,373,983              (4)
====================================================================================================
(1)The  average  of the high and low  prices of the  Common  Stock of  Northeast
   Pennsylvania Financial Corp. on the American Stock Exchange on June 26, 1998,
   in accordance  with Rule 457(c) under the  Securities Act of 1933, as amended
   (the "Securities Act").
(2)Estimated solely for the purpose of calculating the registration fee.
(3)In  addition,  pursuant  to  Rule  416(c)  under  the  Securities  Act,  this
   registration statement also covers an indeterminate amount of interests to be
   offered or sold pursuant to the employee benefit plan described herein.
(4)The securities of Northeast  Pennsylvania  Financial  Corp. (the "Company" or
   the  "Registrant")  to be  purchased  by the First  Federal  Bank  Employees'
   Savings & Profit  Sharing  Plan are  included in the amount  shown for Common
   Stock.  Accordingly,  pursuant to Rule 457(h)(2), no separate fee is required
   for the  participation  interests.  In accordance  with Rule 457(h) under the
   Securities Act, the  registration fee has been calculated on the basis of the
   number of  shares of Common  Stock  that may be  purchased  with the  current
   assets of such Plan.
</TABLE>

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

Number of Pages 13
Exhibit Index begins on Page 9


<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 First Federal Bank
Employees'  Savings & Profit Sharing Plan ("401(k)  Plan") required by Part I of
the  Registration  Statement  will be sent or given to the  participants  in the
401(k) 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  Prospectus  filed  with the SEC by the  Registrant  and  declared
effective on February 12, 1998,  which includes:  (i) the  consolidated  balance
sheet of First Federal Savings and Loan Association of Hazleton and subsidiaries
(the "Bank") as of September 30, 1997, and the related  consolidated  statements
of income,  changes in equity,  and cash flows for the year then ended  together
with the  related  notes and the report of KPMG Peat  Marwick  LLP,  independent
certified public accountants;  and (ii) the consolidated  balance sheet of First
Federal Savings and Loan Association of Hazleton and  subsidiaries  (the "Bank")
as of September  30, 1996,  and the related  consolidated  statements of income,
changes in equity and cash flows for the years ended September 30, 1996 and 1995
together with related notes and report of Parente,  Randolph,  Orlando,  Carey &
Associates, independent certified public accountants.

      (b) The Form 10-Q report filed by the Company for the fiscal quarter ended
March 31, 1998 (File 1-13793) filed with the SEC on May 13, 1998.

      (c) The Form 10-Q report filed by the Company for the fiscal quarter ended
December 31, 1997 (File No. 1-13793) filed with the SEC on March 27, 1998.

      (d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 1- 13793), 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 January 15, 1998 and declared effective February 12,
1998 as incorporated by reference from the Company's Form S-1 declared effective
on February 12, 1998.

      (e) All  documents  filed  by the  Company  and  the  401(k)  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  401(k)  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

      None.

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

      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 Plan  Administrator(s)  who administer the
Savings 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.

      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.



                                        3

<PAGE> 4



      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.

      F. The Corporation may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:  A Director of this Corporation  shall not be personally liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii) under Section 174 of the Delaware  General  Corporation
Law; or (iv) for any  transaction  from which the  Director  derived an 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.



                                        4

<PAGE> 5



      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy 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.

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        Stock Certificate of Northeast Pennsylvania Financial Corp.1

      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the 401(k) Plan and any amendment thereto to
               the Internal  Revenue  Service ("IRS") in a timely manner and has
               made or will  make all  changes  required  by the IRS in order to
               qualify the plan.

      23.1(a)  Consent of KPMG Peat Marwick LLP.

          (b)  Consent of Parente, Randolph, Orlando, Carey & Associates

      24       Power of Attorney is 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. 333-38637), as amended, and
  declared effective on February 12, 1998.



                                        5

<PAGE> 6



ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

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

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

            (ii)  Reflect  in   the  Prospectus   any  facts  or  events  which,
                  individually  or together,  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  SEC  pursuant  to  Rule  424(b)  if,  in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  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;

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

      (3)   To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the Offering.

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

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to 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  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  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 the Act will be governed by the final  adjudication  of
such issue.



                                        6

<PAGE> 7



                                     SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act of 1933,  Northeast
Pennsylvania  Financial  Corp.  certifies that is 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  Hazleton,   Pennsylvania   on
July 2, 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's)  constitutes  and appoints E. Lee Beard and Ms.
Beard appoints  Patrick J. Owens,  Jr., as the true and lawful  attorney-in-fact
and agent with full power of substitution and resubstitution, for him 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                    July 2, 1998
--------------------------      Chief Executive Officer     
E. Lee Beard                    (principal executive officer)


/s/ Patrick J. Owens, Jr.       Chief Financial Officer,         July 2, 1998
--------------------------      Treasurer and Secretary
Patrick J. Owens, Jr.           (principal accounting
                                 and financial officer)


/s/ Thomas L. Kennedy           Chairman of the Board of         July 2, 1998
--------------------------      Directors
Thomas L. Kennedy


/s/ Paul L. Conard              Director                         July 2, 1998
-------------------------- 
Paul L. Conard



                                        7

<PAGE> 8






/s/ William R. Davidson         Director                         July 2, 1998
--------------------------   
William R. Davidson


/s/ Barbara M. Ecker            Director                         July 2, 1998
-------------------------- 
Barbara M. Ecker


/s/ R. Peter Haentjens, Jr.     Director                         July 2, 1998
--------------------------- 
R. Peter Haentjens, Jr.


/s/ John P. Lavelle             Director                         July 2, 1998
---------------------------
John P. Lavelle


/s/ Michael J. Leib             Director                         July 2, 1998
---------------------------
Michael J. Leib


/s/ William J. Spear            Director                         July 2, 1998
---------------------------
William J. Spear


FIRST FEDERAL BANK EMPLOYEES' SAVINGS & PROFIT SHARING PLAN

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the First Federal Bank Employees'  Savings & Profit
Sharing Plan) have duly caused this  Registration  Statement to be signed on its
behalf  by  the  undersigned,   thereunto  duly  authorized,  in  the  Hazleton,
Pennsylvania, on July 2, 1998.


                                              FIRST FEDERAL BANK

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

                                              For: First Federal Bank Employees'
                                                   Savings & Profit Sharing Plan
                                                   Plan Administrator



                                        8

<PAGE> 9

<TABLE>
<CAPTION>


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


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

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

   23.1(a)       Consent KPMG           Filed herewith.                                                11
                 Peat Marwick LLP

   23.1(b)       Consent Parente,       Filed herewith.                                                13
                 Randolph, Orlando,
                 Carey & Associates

     24          Power of Attorney      Located on the signature page.                                  7

</TABLE>



                                        9
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1

As filed with the Securities and Exchange Commission on July 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                                  6036                  06-1504091
(state or other jurisdiction of     (Primary Standard          (IRS Employer 
incorporation or organization)   Classification Code Number) Identification No.)

                               12 E. BROAD STREET
                             HAZLETON, PENNSYLVANIA
                                 (717) 459-3700
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                               FIRST FEDERAL BANK
                   EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                            (Full Title of the Plan)
                       -----------------------------------
E. LEE BEARD                                    COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER           THOMAS J. HAGGERTY, ESQUIRE
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION      LAWRENCE M. F. SPACCASI, ESQUIRE
OF HAZLETON                                     MULDOON, MURPHY & FAUCETTE
12 E. BROAD STREET                              5101 WISCONSIN AVENUE, N.W.
HAZLETON, PENNSYLVANIA 18201                    WASHINGTON, D.C.  20016
(717) 459-3700                                  (202) 362-0840

(Name, address, including zip code, and telephone
number, including area code, of agent for service)

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after this Registration  Statement becomes effective.  
      If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933, check the following box. / X /
====================================================================================================
   Title of each Class of      Amount to be   Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered     Registered     Price Per Share(1)  (Offering Price(2)      Fee
----------------------------------------------------------------------------------------------------
Common Stock
     $.01 par Value           97,273 shares      $14.125            $1,373,981           $405.33
----------------------------------------------------------------------------------------------------
     Participation                                      
       Interests                  (3)                               $1,373,983              (4)
====================================================================================================
(1)The  average  of the high and low  prices of the  Common  Stock of  Northeast
   Pennsylvania Financial Corp. on the American Stock Exchange on June 26, 1998,
   in accordance  with Rule 457(c) under the  Securities Act of 1933, as amended
   (the "Securities Act").
(2)Estimated solely for the purpose of calculating the registration fee.
(3)In  addition,  pursuant  to  Rule  416(c)  under  the  Securities  Act,  this
   registration statement also covers an indeterminate amount of interests to be
   offered or sold pursuant to the employee benefit plan described herein.
(4)The securities of Northeast  Pennsylvania  Financial  Corp. (the "Company" or
   the  "Registrant")  to be  purchased  by the First  Federal  Bank  Employees'
   Savings & Profit  Sharing  Plan are  included in the amount  shown for Common
   Stock.  Accordingly,  pursuant to Rule 457(h)(2), no separate fee is required
   for the  participation  interests.  In accordance  with Rule 457(h) under the
   Securities Act, the  registration fee has been calculated on the basis of the
   number of  shares of Common  Stock  that may be  purchased  with the  current
   assets of such Plan.
THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.

Number of Pages 13
Exhibit Index begins on Page 9
2

NORTHEAST PENNSYLVANIA FINANCIAL CORP.

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

ITEMS 1 & 2. The documents  containing  the  information  for First Federal Bank
Employees'  Savings & Profit Sharing Plan ("401(k)  Plan") required by Part I of
the  Registration  Statement  will be sent or given to the  participants  in the
401(k) 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  Prospectus  filed  with the SEC by the  Registrant  and  declared
effective on February 12, 1998,  which includes:  (i) the  consolidated  balance
sheet of First Federal Savings and Loan Association of Hazleton and subsidiaries
(the "Bank") as of September 30, 1997, and the related  consolidated  statements
of income,  changes in equity,  and cash flows for the year then ended  together
with the  related  notes and the report of KPMG Peat  Marwick  LLP,  independent
certified public accountants;  and (ii) the consolidated  balance sheet of First
Federal Savings and Loan Association of Hazleton and  subsidiaries  (the "Bank")
as of September  30, 1996,  and the related  consolidated  statements of income,
changes in equity and cash flows for the years ended September 30, 1996 and 1995
together with related notes and report of Parente,  Randolph,  Orlando,  Carey &
Associates, independent certified public accountants.

      (b) The Form 10-Q report filed by the Company for the fiscal quarter ended
March 31, 1998 (File 1-13793) filed with the SEC on May 13, 1998.

      (c) The Form 10-Q report filed by the Company for the fiscal quarter ended
December 31, 1997 (File No. 1-13793) filed with the SEC on March 27, 1998.

      (d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 1- 13793), 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 January 15, 1998 and declared effective February 12,
1998 as incorporated by reference from the Company's Form S-1 declared effective
on February 12, 1998.

      (e) All  documents  filed  by the  Company  and  the  401(k)  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  401(k)  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

      None.

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

      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 Plan  Administrator(s)  who administer the
Savings 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.

      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.

                                        3
4

      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.

      F. The Corporation may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:  A Director of this Corporation  shall not be personally liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii) under Section 174 of the Delaware  General  Corporation
Law; or (iv) for any  transaction  from which the  Director  derived an 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.

                                        4
5

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy 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.

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        Stock Certificate of Northeast Pennsylvania Financial Corp.1

      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the 401(k) Plan and any amendment thereto to
               the Internal  Revenue  Service ("IRS") in a timely manner and has
               made or will  make all  changes  required  by the IRS in order to
               qualify the plan.

      23.1(a)  Consent of KPMG Peat Marwick LLP.

          (b)  Consent of Parente, Randolph, Orlando, Carey & Associates

      24       Power of Attorney is 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. 333-38637), as amended, and
  declared effective on February 12, 1998.

                                        5
6

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

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

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

            (ii)  Reflect  in   the  Prospectus   any  facts  or  events  which,
                  individually  or together,  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  SEC  pursuant  to  Rule  424(b)  if,  in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  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;

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

      (3)   To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the Offering.

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

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to 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  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  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 the Act will be governed by the final  adjudication  of
such issue.

                                        6
7

                                     SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act of 1933,  Northeast
Pennsylvania  Financial  Corp.  certifies that is 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  Hazleton,   Pennsylvania   on
July 2, 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's)  constitutes  and appoints E. Lee Beard and Ms.
Beard appoints  Patrick J. Owens,  Jr., as the true and lawful  attorney-in-fact
and agent with full power of substitution and resubstitution, for him 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                    July 2, 1998
--------------------------      Chief Executive Officer     
E. Lee Beard                    (principal executive officer)

/s/ Patrick J. Owens, Jr.       Chief Financial Officer,         July 2, 1998
--------------------------      Treasurer and Secretary
Patrick J. Owens, Jr.           (principal accounting
                                 and financial officer)

/s/ Thomas L. Kennedy           Chairman of the Board of         July 2, 1998
--------------------------      Directors
Thomas L. Kennedy

/s/ Paul L. Conard              Director                         July 2, 1998
-------------------------- 
Paul L. Conard

                                        7
8

/s/ William R. Davidson         Director                         July 2, 1998
--------------------------   
William R. Davidson

/s/ Barbara M. Ecker            Director                         July 2, 1998
-------------------------- 
Barbara M. Ecker

/s/ R. Peter Haentjens, Jr.     Director                         July 2, 1998
--------------------------- 
R. Peter Haentjens, Jr.

/s/ John P. Lavelle             Director                         July 2, 1998
---------------------------
John P. Lavelle

/s/ Michael J. Leib             Director                         July 2, 1998
---------------------------
Michael J. Leib

/s/ William J. Spear            Director                         July 2, 1998
---------------------------
William J. Spear

FIRST FEDERAL BANK EMPLOYEES' SAVINGS & PROFIT SHARING PLAN

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the First Federal Bank Employees'  Savings & Profit
Sharing Plan) have duly caused this  Registration  Statement to be signed on its
behalf  by  the  undersigned,   thereunto  duly  authorized,  in  the  Hazleton,
Pennsylvania, on July 2, 1998.

                                              FIRST FEDERAL BANK

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

                                              For: First Federal Bank Employees'
                                                   Savings & Profit Sharing Plan
                                                   Plan Administrator

                                        8
9
EXHIBIT INDEX
                                  -------------

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

   23.1(a)       Consent KPMG           Filed herewith.                                                11
                 Peat Marwick LLP

   23.1(b)       Consent Parente,       Filed herewith.                                                13
                 Randolph, Orlando,
                 Carey & Associates

     24          Power of Attorney      Located on the signature page.                                  7
9