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

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ______)

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement

|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

|X| Definitive Proxy Statement

|_| Definitive Additional Materials

|_| Soliciting Material Pursuant to ss. 240.14A-12

New England Bancshares, Inc.
(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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(3) Per unit price or other underlying value of transaction computed pursuant
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|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
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July 8, 2004

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of
New England Bancshares, Inc. The meeting will be held at the Radisson Hotel, One
Bright Meadow Boulevard, Enfield, Connecticut on Thursday, August 12, 2004 at
1:00 p.m., local time.

The notice of annual meeting and proxy statement appearing on the
following pages describe the formal business to be transacted at the meeting.
Directors and officers of the Company, as well as a representative of Shatswell,
MacLeod & Company, P.C., the Company's independent auditors, will be present to
respond to appropriate questions of stockholders.

It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete and
mail the enclosed proxy card promptly. If you attend the meeting, you may vote
in person even if you have previously mailed a proxy card.

We look forward to seeing you at the meeting.

Sincerely,
/s/ David J. O'Connor
---------------------
David J. O'Connor
President and Chief Executive Officer

New England Bancshares, Inc.
660 Enfield Street
Enfield, Connecticut 06082
(860) 253-5200

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Notice of Annual Meeting of Stockholders
- --------------------------------------------------------------------------------

On Thursday, August 12, 2004, New England Bancshares, Inc. (the "Company")
will hold its annual meeting of stockholders at the Radisson Hotel, One Bright
Meadow Boulevard, Enfield, Connecticut. The meeting will begin at 1:00 p.m.,
local time. At the meeting, the stockholders will consider and act on the
following:

1. The election of three directors to serve for terms of three years;

2. The ratification of the appointment of Shatswell, MacLeod & Company,
P.C. as independent auditors for the Company for the fiscal year
ending March 31, 2005; and

3. The transaction of any other business that may properly come before
the meeting.

NOTE: The Board of Directors is not aware of any other business scheduled
to come before the meeting.

Only stockholders of record at the close of business on June 25, 2004 are
entitled to receive notice of and to vote at the meeting and any adjournment or
postponement of the meeting.

Please complete and sign the enclosed proxy card, which is solicited by
the Board of Directors, and mail it promptly in the enclosed envelope. The proxy
will not be used if you attend the meeting and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Nancy L. Grady
------------------
Nancy L. Grady
Corporate Secretary

Enfield, Connecticut
July 8, 2004

IMPORTANT: The prompt return of proxies will save the Company the expense of
further requests for proxies to ensure a quorum. A self-addressed envelope is
enclosed for your convenience. No postage is required if mailed in the United
States.

New England Bancshares, Inc.
----------------------------
Proxy Statement
----------------------------

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of New England Bancshares, Inc. (the "Company"
or "New England Bancshares") to be used at the annual meeting of stockholders of
the Company. The Company is the holding company for Enfield Federal Savings and
Loan Association ("Enfield Federal"). The annual meeting will be held at the
Radisson Hotel, One Bright Meadow Boulevard, Enfield, Connecticut on Thursday,
August 12, 2004 at 1:00 p.m., local time. This proxy statement and the enclosed
proxy card are being mailed to stockholders of record on or about July 8, 2004.

Voting and Proxy Procedure

Who Can Vote at the Meeting

You are entitled to vote your Company common stock if the records of the
Company show that you held your shares as of the close of business on June 25,
2004. If your shares are held in a stock brokerage account or by a bank or other
nominee, you are considered the beneficial owner of shares held in "street name"
and these proxy materials are being forwarded to you by your broker or nominee.
As the beneficial owner, you have the right to direct your broker or nominee how
to vote.

As of the close of business on June 25, 2004, there were 2,257,651 shares
of Company common stock outstanding. Each share of common stock has one vote.
The Company's Charter provides that a record owner of the Company's common stock
(other than Enfield Mutual Holding Company) who beneficially owns, either
directly or indirectly, in excess of 10% of the Company's outstanding shares, is
not entitled to vote the shares held in excess of the 10% limit.

Attending the Meeting

If you are a stockholder as of the close of business on June 25, 2004, you
may attend the meeting. However, if you hold your shares in street name, you
will need proof of ownership to be admitted to the meeting. A recent brokerage
statement or a letter from a bank or broker are examples of proof of ownership.
If you want to vote your shares of Company common stock held in street name in
person at the meeting, you will have to get a written proxy in your name from
the broker, bank or other nominee who holds your shares.

Vote Required

A majority of the outstanding shares of common stock entitled to vote is
required to be represented at the meeting to constitute a quorum for the
transaction of business. If you return valid proxy instructions or attend the
meeting in person, your shares will be counted for purposes of determining
whether there is a quorum, even if you abstain from voting. Broker non-votes
also will be counted for purposes of determining the existence of a quorum. A
broker non-vote occurs when a broker, bank or

other nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
with respect to that item and has not received voting instructions from the
beneficial owner.

In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
are elected by a plurality of the votes cast at the annual meeting. This means
that the nominees receiving the greatest number of votes will be elected. Votes
that are withheld and broker non- votes will have no effect on the outcome of
the election.

In voting on the ratification of the appointment of Shatswell, MacLeod &
Company, P.C. as independent auditors, you may vote in favor of the proposal,
against the proposal or abstain from voting. To be approved, this matter
requires the affirmative vote of a majority of the votes cast at the annual
meeting. Broker non-votes and abstentions will not be counted as votes cast and
will have no effect on the voting on these proposals.

Enfield Mutual Holding Company owns 57.5% of the shares of common stock
entitled to vote at the annual meeting. Enfield Mutual Holding Company has
indicated that it intends to vote its shares of common stock "FOR" both
proposals, thereby ensuring a quorum at the annual meeting and the election of
the director nominees and the ratification of the appointment of the independent
auditors.

Voting by Proxy

The Company's Board of Directors is sending you this proxy statement to
request that you allow your shares of Company common stock to be represented at
the annual meeting by the persons named in the enclosed proxy card. All shares
of Company common stock represented at the meeting by properly executed and
dated proxies will be voted according to the instructions indicated on the proxy
card. If you sign, date and return a proxy card without giving voting
instructions, your shares will be voted as recommended by the Company's Board of
Directors. The Board of Directors recommends that you vote "FOR" each of the
nominees for director and "FOR" ratification of Shatswell, MacLeod & Company,
P.C. as the Company's independent auditors for the 2005 fiscal year.

If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the proxy card will use
their judgment to determine how to vote your shares. This includes a motion to
adjourn or postpone the meeting to solicit additional proxies. If the annual
meeting is postponed or adjourned, your Company common stock may be voted by the
persons named in the proxy card on the new meeting date as well, provided such
new meeting occurs within 30 days of the annual meeting and you have not revoked
your proxy. The Company does not currently know of any other matters to be
presented at the meeting.

You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy, you must either advise the Corporate Secretary of
the Company in writing before your common stock has been voted at the annual
meeting, deliver a later dated proxy or attend the meeting and vote your shares
in person by ballot. Attendance at the annual meeting will not in itself
constitute revocation of your proxy.

If your Company common stock is held in street name, you will receive
instructions from your broker, bank or other nominee that you must follow to
have your shares voted. Your broker, bank or

other nominee may allow you to deliver your voting instructions via the
telephone or the Internet. Please review the proxy card or instruction form
provided by your broker, bank or other nominee that accompanies this proxy
statement.

Participants in Enfield Federal's ESOP and 401(k) Plan

If you participate in the Enfield Federal Savings and Loan Association
Employee Stock Ownership Plan (the "ESOP") or if you hold shares through the
Enfield Federal Savings and Loan Association Employees' Savings & Profit Sharing
Plan (the "401(k) Plan"), you will receive a vote authorization form for each
plan that reflects all shares that you may direct the trustees to vote on your
behalf under the plans. Under the terms of the ESOP, the ESOP trustee votes all
shares held by the ESOP, but each participant in the ESOP may direct the trustee
how to vote the shares of New England Bancshares common stock allocated to his
or her account. The ESOP trustee, subject to the exercise of its fiduciary
duties, will vote all unallocated shares of common stock held by the ESOP and
allocated shares for which no timely voting instructions were received in the
same proportion as shares for which the trustee received voting instructions.
Under the terms of the 401(k) Plan, you are entitled to direct the trustee how
to vote the shares of New England Bancshares common stock held in the New
England Bancshares, Inc. Stock Fund credited to your account. The trustee will
vote all shares of New England Bancshares common stock for which no directions
are given or for which timely instructions were not received in the same
proportion as shares for which the trustee received voting instructions. The
deadline for returning your voting instructions to each plan's trustee is August
2, 2004.

Corporate Governance

General

The Company periodically reviews its corporate governance policies and
procedures to ensure that the Company meets the highest standards of ethical
conduct, reports results with accuracy and transparency and maintains full
compliance with the laws, rules and regulations that govern the Company's
operations. As part of this periodic corporate governance review, the Board of
Directors reviews and adopts best corporate governance policies and practices
for the Company.

Code of Ethics and Business Conduct

The Company has adopted a Code of Ethics and Business Conduct that is
designed to promote the highest standards of ethical conduct by the Company's
directors, executive officers and employees. The Code of Ethics and Business
Conduct requires that the Company's directors, executive officers and employees
avoid conflicts of interest, comply with all laws and other legal requirements,
conduct business in an honest and ethical manner and otherwise act with
integrity and in the Company's best interest. Under the terms of the Code of
Ethics and Business Conduct, directors, executive officers and employees are
required to report any conduct that they believe in good faith to be an actual
or apparent violation of the Code of Ethics and Business Conduct.

As a mechanism to encourage compliance with the Code of Ethics and
Business Conduct, the Company has established procedures to receive, retain and
treat complaints regarding accounting, internal accounting controls and auditing
matters. These procedures ensure that individuals may submit concerns regarding
questionable accounting or auditing matters in a confidential and anonymous
manner. The Code

of Ethics and Business Conduct also prohibits the Company from retaliating
against any director, executive officer or employee who reports actual or
apparent violations of the Code of Ethics and Business Conduct.

Meetings of the Board of Directors

The Company conducts business through meetings of its Board of Directors
and through activities of its committees. The Board of Directors generally meets
quarterly and may have additional meetings as needed. During fiscal 2004, the
Board of Directors held six meetings. All of the current directors attended at
least 75% of the total number of the board meetings held and committee meetings
on which such directors served during fiscal 2004.

Committees of the Board of Directors

Audit Committee. The Audit Committee consists of Messrs. Bolduc, Stevens
and Tatoian. The primary role of the Audit Committee is to assist the Board of
Directors in its oversight of the integrity of New England Bancshares' processes
and systems of internal controls concerning accounting and financial reporting
and to review compliance with applicable laws and regulations. The committee is
also responsible for engaging New England Bancshares independent auditor and its
internal auditor and monitoring their conduct and independence. The Audit
Committee met once in fiscal 2004. Each member of the Audit Committee is
independent in accordance with the listing standards of the Nasdaq Stock Market.
The Board of Directors has designated Lucien P. Bolduc as an audit committee
financial expert under the rules of the Securities and Exchange Commission. The
report of the Audit Committee required by the rules of the Securities and
Exchange Commission is included in this proxy statement. See "Proposal 2 -
Ratification of Independent Auditors - Audit Committee Report."

Compensation Committee. The Compensation Committee consists of Messrs.
Dow, Stevens and Leary. This committee is responsible for making recommendations
to the full Board of Directors on all matters regarding compensation and fringe
benefits. The Compensation Committee met once in fiscal 2004. Each member of the
Compensation Committee is independent in accordance with the listing standards
of the Nasdaq Stock Market.

Nominating Committee. The Nominating Committee, consisting of Messrs. Dow,
Stevens and Tatoian, assists the Board of Directors in identifying qualified
individuals to serve as Board members, in determining the composition of the
Board of Directors and its committees and in monitoring a process to assess
Board effectiveness. The Nominating Committee also considers and recommends the
nominees for director to stand for election at the Company's annual meeting of
stockholders. The Nominating Committee met once in fiscal 2004. Each member of
the Nominating Committee is independent in accordance with the listing standards
of the Nasdaq Stock Market. The procedures of the Nominating Committee required
to be disclosed by the rules of the Securities and Exchange Commission are
included in this proxy statement. See "Nominating Committee Procedures." The
charter of the Nominating Committee is attached to this proxy statement as
Appendix A.

Attendance at the Annual Meeting. The Board of Directors encourages each
director to attend annual meetings of stockholders. All of the directors
attended the 2003 annual meeting of stockholders.

Directors' Compensation

Fees. Each non-employee director of Enfield Federal receives $400 for each
board meeting and each Audit, ALCO or Planning Committee meeting they attend.
Additionally, each non-employee director of Enfield Federal receives $225 for
each Executive Committee meeting they attend. Chairpersons of the respective
committees each receive an additional $50 for each committee meeting they
attend. Additionally, non-employee directors of New England Bancshares receive
an annual retainer of $4,000.

Directors' Retirement Plan. Enfield Federal maintains the Enfield Federal
Savings and Loan Association Director Fee Continuation Plan to provide eligible
non-employee directors with a retirement income supplement. Under the plan,
eligible non-employee directors are entitled to an annual benefit, as of their
Retirement Date, of $1,000 for each full year of service as a director from June
1, 1995, plus $250 for each full year of service as a director prior to June 1,
1995, with a maximum benefit of $6,000 per year, payable in ten annual
installments. For purposes of the plan, "Retirement Date" is defined as the June
1st following a director's 70th birthday. Upon an eligible retired director's
death, but before the ten payments have been made, Enfield Federal is obligated
to pay the director's beneficiary, at its option, a discounted lump sum payment
equal to the remaining payments or the remaining installment payments. If an
active eligible non-employee director dies before his or her Retirement Date,
Enfield Federal is obligated to pay the director's designated beneficiary a
benefit equal to the discounted value of the ten annual installments the
director would have been entitled to had he or she lived to his or her
Retirement Date. The benefit is payable, at Enfield Federal's discretion, in a
lump sum or in ten annual installments. Enfield Federal has acquired life
insurance policies for each of the eligible non-employee directors as an
informal source of funding for its obligations under the plan.

Stock Ownership

The following table provides information as of June 25, 2004, with respect
to persons known by us to be the beneficial owners of more than 5% of our
outstanding common stock. A person may be considered to own any shares of common
stock over which he or she has, directly or indirectly, sole or shared voting or
investing power.

Number of Shares Percent of Common
Name and Address Owned Stock Outstanding
- ---------------- ---------------- -----------------

Enfield Mutual Holding Company 1,298,786(1) 57.5%
660 Enfield Street
Enfield, Connecticut 06082

- ----------
(1) Includes 1,127,431 shares acquired in Enfield Federal's mutual holding
company reorganization, which was completed on June 4, 2002 and 171,355
shares acquired in connection with the acquisition of Windsor Locks
Community Bank, FSL, which was completed on December 12, 2003. The members
of the Board of Directors of Enfield Mutual Holding Company consists of
certain members of the Board of Directors of New England Bancshares and
Enfield Federal.

The following table provides information about the shares of our common
stock that may be considered to be owned by each of our directors, by the
executive officers named in the Summary Compensation Table and by all of our
directors and executive officers as a group as of June 25, 2004. A person may be
considered to own any shares of common stock over which he or she has, directly
or indirectly, sole or shared voting or investment power. Unless otherwise
indicated, each of the named individuals has sole voting and investment power
with respect to the shares shown.

Number of Shares
Number of That May Be
Shares Acquired Within Percent of
Owned 60 Days By Common Stock
Name (excluding options)(1) Exercising Options Outstanding (2)
- ------------------ ---------------------- ------------------ ---------------

Lucien P. Bolduc ................................... 2,548 1,225 *
Peter T. Dow ....................................... 4,948(3) 1,225 *
William C. Leary ................................... 100 -- *
Myron J. Marek ..................................... 4,713 1,225 *
Dorothy K. McCarty ................................. 3,948 1,225 *
David J. O'Connor .................................. 19,826(4) 7,143 1.2%
John J. Parda ...................................... 8,890(5) 800 *
Richard K. Stevens ................................. 8,048 1,225 *
Richard M. Tatoian ................................. 3,448 1,225 *

All executive officers and directors as a group .... 60,069 15,293 3.3%
(10 persons)

- ----------
* Less than 1% of shares outstanding

(1) Includes unvested shares of restricted stock held in trust under the New
England Bancshares, Inc. 2003 Stock- Based Incentive Plan, with respect to
which the beneficial owner has voting but not investment power as follows:
Messrs. Bolduc, Dow, Marek, McCarty, Stevens and Tatoian--1,958 shares;
Mr. O'Connor --11,428 shares; and Mr. Parda --4,000 shares.

(2) Based on 2,257,651 shares of our common stock outstanding as of June 25,
2004, plus the number of shares that each person may acquire within 60
days by exercising stock options.

(3) Includes 2,500 shares held in a trust in which Mr. Dow shares voting and
investment power.

(4) Includes 1,982 shares allocated under the Enfield Federal Savings and Loan
Association Employee Stock Ownership Plan, with respect to which Mr.
O'Connor has voting but not investment power and 297 shares held in trust
in which Mr. O'Connor shares voting and investment power.

(5) Includes 1,019 shares allocated under the Enfield Savings and Loan
Association Employee Stock Ownership Plan, with respect to which Mr. Parda
has voting but not investment power and 196 shares held in trust in which
Mr. Parda shares voting and investment power.

Proposal 1 -- Election of Directors

The Company's Board of Directors currently consists of eight members. All
of the directors are independent under the current listing standards of the
Nasdaq Stock Market, except for David J. O'Connor, who is an employee of the
Company and Enfield Federal. The Board is divided into three classes in equal as
number as possible, each with three-year staggered terms, with approximately
one-third of the directors elected each year. The nominees for election this
year are David J. O'Connor, Richard K. Stevens and Richard M. Tatoian, each of
whom is a director of the Company and Enfield Federal.

It is intended that the proxies solicited by the Board of Directors will
be voted for the election of the nominees named above. If any nominee is unable
to serve, the persons named in the proxy card will vote your shares to approve
the election of any substitute proposed by the Board of Directors.
Alternatively, the Board of Directors may adopt a resolution to reduce the size
of the Board. At this time, the Board of Directors knows of no reason why any
nominee might be unable to serve.

The Board of Directors recommends a vote "FOR" the election of all of the
nominees.

Information regarding the nominees and the directors continuing in office
is provided below. Unless otherwise stated, each individual has held his or her
current occupation for the last five years. The age indicated in each nominee's
biography is as of March 31, 2004. There are no family relationships among the
directors or executive officers. The indicated period for service as a director
includes service as a director of Enfield Federal.

Nominees for Election of Directors

The nominees standing for election are:

David J. O'Connor has been the President and Chief Executive Officer of
Enfield Federal since 1999 and of New England Bancshares since 2002. Mr.
O'Connor has over 30 years of banking experience in New England. Prior to
joining Enfield Federal, he was the Executive Vice President, Treasurer and
Chief Financial Officer of The Berlin City Bank, a community bank in New
Hampshire. Age 57. Director since 1999.

Richard K. Stevens is owner and President of Leete-Stevens, Inc., a
funeral home located in Enfield, Connecticut. Age 57. Director since 1995.

Richard M. Tatoian is a self-employed attorney practicing in Enfield,
Connecticut. Age 57. Director since 1995.

Directors Continuing in Office

The following directors have terms ending in 2005:

Peter T. Dow is President of Dow Mechanical Corporation, a manufacturer of
quality control inspection equipment, located in Enfield, Connecticut. Mr. Dow
was appointed Chairman of the Board of Directors in April 2004. Age 64. Director
since 1982.

William C. Leary has been a judge for the Probate Court of Windsor Locks
since 1971 and a partner with the firm of O'Malley Deneen Leary Messina and
Oswecui since 1994. Mr. Leary served as the Chairman of the Board of Windsor
Locks Community Bank, FSL from March 2002 until its acquisition by Enfield
Federal in December 2003. Age 65. Director since 2003.

Dorothy K. McCarty is a retired town clerk of Suffield, Connecticut. Age
73. Director since 1990.

The following directors have terms ending in 2006:

Myron J. Marek is a retired retail jeweler. Age 71. Director since 1987.

Lucien P. Bolduc is a certified public accountant with the accounting firm
of Mercik, Kuczarski & Bolduc, LLC located in Enfield, Connecticut. Age 44.
Director since 2002.

Proposal 2 -- Ratification of Independent Auditors

The Audit Committee of the Board of Directors has appointed Shatswell,
MacLeod & Company, P.C. to be the Company's auditors for the 2005 fiscal year,
subject to ratification by stockholders. A representative of Shatswell, MacLeod
& Company, P.C. is expected to be present at the annual meeting to respond to
appropriate questions from stockholders and will have the opportunity to make a
statement should he or she desire to do so.

If the ratification of the appointment of the auditors is not approved by
a majority of the votes cast by stockholders at the annual meeting, other
independent public accountants may be considered by the Audit Committee of the
Board of Directors.

The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of Shatswell, MacLeod & Company, P.C. as
independent auditors.

Audit Fees

The following table sets forth the fees billed to the Company for the
fiscal years ending March 31, 2004 and March 31, 2003 by Shatswell, MacLeod &
Company, P.C.:

2004 2003
---- ----
Audit Fees ....................................... $59,000 $63,100
Audit-Related Fees(1) ............................ 48,200 --
Tax Fees(2) ...................................... 12,300 4,700
All other fees(3) ................................ 14,000 12,419

- ----------
(1) Consists of accounting consultation and audits in connection with the
acquisition of Windsor Locks Community Bank.

(2) Consists of tax filings and tax-related compliance and other advisory
services.

(3) Consists of internal auditing services.

Pre-Approval of Services by the Independent Auditor

The Audit Committee will consider on a case-by-case basis and, if
appropriate, approve all audit and non-audit services to be provided by the
Company's independent auditors. Alternatively, the Audit Committee may adopt a
policy for pre-approval of audit and permitted non-audit services by the
Company's independent auditor.

The report of the Audit Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act or the Exchange Act, except
to the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.

Audit Committee Report

The Company's management is responsible for the Company's internal
controls and financial reporting process. The independent auditors are
responsible for performing an independent audit of the Company's consolidated
financial statements and issuing an opinion on the conformity of those financial
statements with generally accepted accounting principles. The Audit Committee
oversees the Company's internal controls and financial reporting process on
behalf of the Board of Directors.

In this context, the Audit Committee has met and held discussions with
management and the independent auditors. Management represented to the Audit
Committee that the Company's consolidated financial statements were prepared in
accordance with generally accepted accounting principles and the Audit Committee
has reviewed and discussed the consolidated financial statements with management
and the independent auditors. The Audit Committee discussed with the independent
auditors matters required to be discussed by Statement on Auditing Standards No.
61 (Communication With Audit Committees), including the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments and the clarity of the disclosures in the financial statements.

In addition, the Audit Committee has received the written disclosures and
the letter from the independent auditors required by the Independence Standards
Board Standard No. 1 (Independence Discussions With Audit Committees) and has
discussed with the independent auditors the auditors' independence from the
Company and its management. In concluding that the auditors are independent, the
Audit Committee considered, among other factors, whether the non-audit services
provided by the auditors were compatible with its independence.

The Audit Committee discussed with the Company's independent auditors the
overall scope and plans for their audit. The Audit Committee meets with the
independent auditors, with and without management present, to discuss the
results of their examination, their evaluation of the Company's internal
controls, and the overall quality of the Company's financial reporting.

In performing all of these functions, the Audit Committee acts only in an
oversight capacity. In its oversight role, the Audit Committee relies on the
work and assurances of the Company's management, which has the primary
responsibility for financial statements and reports, and of the independent
auditors who, in their report, express an opinion on the conformity of the
Company's financial statements to generally accepted accounting principles. The
Audit Committee's oversight does not provide it with an independent basis to
determine that management has maintained appropriate accounting and financial
reporting principles or policies, or appropriate internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions with management and the independent auditors do
not assure that the Company's financial statements are presented in accordance
with generally accepted accounting principles, that the audit of the Company's
financial statements has been carried out in accordance with generally accepted
auditing standards or that the Company's independent auditors are in fact
"independent."

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the board has approved,
that the audited consolidated financial statements be included in the Company's
Annual Report on Form 10-KSB for the year ended March 31, 2004 for filing with
the Securities and Exchange Commission. The Audit Committee also has approved,
subject to stockholder ratification, the selection of the Company's independent
auditors, for the fiscal year ending March 31, 2005.

Audit Committee of the Board of Directors of
New England Bancshares, Inc.

Lucien P. Bolduc
Richard K. Stevens
Richard M. Tatoian

Executive Compensation

Summary Compensation Table

The following information is furnished for Messrs. O'Connor and Parda. No
other executive officer of New England Bancshares received a salary and bonus of
$100,000 or more during the year ended March 31, 2004.

Annual Long-Term
Compensation(1) Compensation Awards
----------------------- -------------------------
Restricted Securities
Stock Underlying
Awards Options/SARs All Other
Name and Principal Positions Year Salary Bonus ($)(2) (#) Compensation
- ---------------------------- -------- ---------- --------- ------------ ------------ --------------

David J. O'Connor ................... 2004 $174,500 $32,000 $ -- -- $26,203(3)
President and Chief Executive 2003 166,340 18,000 216,418 35,714 23,949
Officer 2002 158,340 21,800 -- -- 7,325

John J. Parda ....................... 2004 $ 89,914 $12,000 $ -- -- $12,777(4)
Senior Vice President and 2003 85,500 10,000 75,750 4,000 11,126
Senior Loan Officer 2002 83,000 10,000 -- -- 2,976

- ----------
(1) Does not include the aggregate amount of perquisites and other benefits,
which was less than $50,000 or 10% of the total annual salary and bonus
reported.

(2) As of March 31, 2004, the market value of the 11,428 unvested shares of
restricted stock held by Mr. O'Connor was $251,416 and the market value of
the 4,000 unvested shares of restricted stock held by Mr. Parda was
$88,000.

(3) Includes $1,774 in insurance premiums paid by Enfield Federal under an
endorsement method split-dollar life insurance arrangement, $1,613 related
to an additional life insurance policy for Mr. O'Connor, employee stock
ownership plan allocations with a market value of $17,581 and $5,235 in
employer matching contributions made under the 401(k) Plan.

(4) Includes employer stock ownership plan allocations with a market value of
$9,120, $2,697 in employer matching contributions made under the 401(k)
plan and $960 related to a life insurance policy for Mr. Parda.

Employment Agreement. Enfield Federal and New England Bancshares maintain
an employment agreement with Mr. O'Connor. The employment agreement is intended
to ensure that New England Bancshares and Enfield Federal will be able to retain
Mr. O'Connor's services. The continued success of New England Bancshares and
Enfield Federal depends to a significant degree on the skills and competence of
Mr. O'Connor.

The employment agreement provides for a three-year term. The term of the
employment agreement will be extended annually unless written notice of
non-renewal is given by the Board of Directors of Enfield Federal. The
employment agreement provides that the executive's base salary will be reviewed
annually. Mr. O'Connor's current base salary is $200,000. In addition to the
base salary, Mr. O'Connor's employment agreement provides for, among other
things, participation in stock benefits plans and other fringe benefits
applicable to executive personnel. The employment agreement provides for
termination by Enfield Federal for cause, as defined in the employment
agreement, at any time. If Enfield Federal chooses to terminate the executive's
employment for reasons other than for cause, or if the executive resigns from
Enfield Federal after specified circumstances that would constitute

constructive termination, the executive or, if he dies, his beneficiary, would
be entitled to receive an amount equal to the remaining base salary payments due
to him for the remaining term of the employment agreement and the contributions
that would have been made on his behalf to any employee benefit plans of New
England Bancshares and Enfield Federal during the remaining term of the
employment agreement. Enfield Federal would also continue and/or pay for Mr.
O'Connor's life, health, dental and disability coverage for the remaining term
of the employment agreement. Upon termination of the executive for reasons other
than a change in control, he must adhere to a one-year non-competition
agreement.

Under the employment agreement, if voluntary (upon circumstances discussed
in the agreement) or involuntary termination follows a change in control of New
England Bancshares or Enfield Federal, Mr. O'Connor or, if he dies, his
beneficiary, would be entitled to a severance payment equal to the greater of:
(1) the payments due for the remaining term of the agreement; or (2) three times
the average of the five preceding taxable years' annual compensation. Enfield
Federal would also continue and/or pay for Mr. O'Connor's life, health, dental
and disability coverage for thirty-six months. Section 280G of the Internal
Revenue Code provides that severance payments that equal or exceed three times
the individual's base amount are deemed to be "excess parachute payments" if
they are contingent upon a change in control. Individuals receiving excess
parachute payments are subject to a 20% excise tax on the amount of the payment
in excess of the base amount and the employer would not be entitled to deduct
such amount. The agreement provides that Mr. O'Connor will not receive an excess
parachute payment.

All reasonable costs and legal fees paid or incurred by Mr. O'Connor in
any dispute or question of interpretation relating to the employment agreement
will be paid by Enfield Federal, if Mr. O'Connor is successful on the merits in
a legal judgment, arbitration or settlement. The employment agreement also
provides that Enfield Federal and New England Bancshares will indemnify Mr.
O'Connor to the fullest extent legally allowable.

Change in Control Agreement. Enfield Federal currently maintains a
two-year change in control agreement with Mr. Parda. The agreement is renewable
annually. The agreement provides that if involuntary termination or, under
certain circumstances, voluntary termination follows a change in control of the
Company or Enfield Federal, Mr. Parda would be entitled to receive a severance
payment equal to two times his "base amount," as defined under the Internal
Revenue Code. Enfield Federal would also continue and/or pay for life, health
and disability coverage for twenty-four months following termination. Payments
to the executive under the agreement will be paid by the Company if payments (or
other benefits) are not paid by Enfield Federal.

Supplemental Executive Retirement Plans. Enfield Federal maintains the
Executive Supplemental Retirement Plan to provide Mr. O'Connor with an annual
retirement benefit of $172,796 payable in equal monthly installments over a
period of 180 months upon his attainment of age 65. Following the initial
180-month period, additional amounts may be payable to Mr. O'Connor until his
death based on the performance of certain life insurance policies that Enfield
Federal has acquired as an informal funding source for its obligation to Mr.
O'Connor. If Mr. O'Connor voluntarily or involuntarily terminates his employment
with Enfield Federal, Mr. O'Connor will be entitled to receive at age 65 the
balance of his accrued benefit under the plan payable over 180 months and the
additional supplemental benefit he would have been entitled to had he remained
employed by Enfield Federal until his retirement. If Mr. O'Connor dies prior to
the completion of benefit payments under the plan, his beneficiary will receive,
at Enfield Federal's discretion, the remaining installments or a lump sum of the
present value of his remaining installment payments. If a change in control
occurs (as defined in the plan), followed by

Mr. O'Connor's voluntary or involuntary termination of employment with Enfield
Federal, Mr. O'Connor will be entitled to receive at age 65 a benefit equal to
the benefits he would have received had he continued to be employed by Enfield
Federal until age 65.

Enfield Federal has established a rabbi trust to hold the insurance
policies purchased to satisfy the obligations of Enfield Federal with respect to
the Executive Supplemental Retirement Plan. Until the plan benefits are paid to
Mr. O'Connor, creditors may make claims against the trust's assets if Enfield
Federal becomes insolvent. As of March 31, 2004, Enfield Federal had accrued
$315,000 for its liabilities under the plan.

In addition to the Executive Supplemental Retirement Plan, Enfield Federal
maintains the Enfield Federal Savings and Loan Association Supplemental
Executive Retirement Plan. This plan provides restorative payments to designated
executives who are prevented from receiving the full benefits under the ESOP or
the full matching contribution under the 401(k) Plan due to the legal
limitations imposed on tax-qualified plans. The Board of Directors of Enfield
Federal has designated Mr. O'Connor to participate in the plan. In addition to
providing for benefits lost under the ESOP and the 401(k) Plan, the supplemental
executive retirement plan also provides supplemental benefits to participants
upon a change in control (as defined in the plan) before the complete scheduled
repayment of the ESOP loan. Generally, upon such an event, the supplemental
executive retirement plan will provide the participant with a benefit equal to
what the participant would have received under the ESOP had he or she remained
employed throughout the term of the ESOP loan, less the benefits actually
provided.

Split-Dollar Life Insurance. In August 1999, Enfield Federal established a
split-dollar life insurance arrangement to provide Mr. O'Connor with a death
benefit. Under the terms of the arrangement, title and ownership of the life
insurance policy resides with Enfield Federal and Enfield Federal pays all of
the insurance premiums. Upon Mr. O'Connor's death, his beneficiaries will be
entitled to 25% of the total proceeds, less the cash value of the policy.
Enfield Federal will be entitled to the remaining life insurance proceeds.
Enfield Federal will be entitled at all times to the cash surrender value of the
life insurance policy.

Fiscal Year-End Option Values

No stock options were exercised by Messrs. O'Connor and Parda during the
fiscal year ended March 31, 2004. The following table provides certain
information with respect to the number of shares of common stock represented by
outstanding options held by Messrs. O'Connor and Parda as of March 31, 2004.

Number of Securities Underlying Value of Unexercised In-the-
Unexercised Options at Money Options at Fiscal Year-
Fiscal Year-End(#) End($)(1)
------------------------------- -------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- -------------- --------------- ------------- ---------------

David J. O'Connor ....... 7,143 28,571 $48,930 $195,711
John J. Parda ........... 800 3,200 5,480 21,920

- ----------
(1) Value of unexercised in-the-money stock options equals the market value of
shares covered by in-the-money options on March 31, 2004, less the option
exercise price. Options are in-the-money if the market value of shares
covered by the options is greater than the exercise price.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
These individuals are required by regulation to furnish the Company with copies
of all Section 16(a) reports they file.

Based solely on its review of the copies of the reports it has received
and written representations provided to the Company from the individuals
required to file the reports, the Company believes that each of its executive
officers and directors has complied with applicable reporting requirements for
transactions in Company common stock during the fiscal year ended March 31,
2004.

Transactions with Management

The Sarbanes-Oxley Act generally prohibits loans by Enfield Federal to its
executive officers and directors. However, the Sarbanes-Oxley Act contains a
specific exemption from such prohibition for loans by Enfield Federal to its
executive officers and directors in compliance with federal banking regulations.
Federal banking regulations require that all loans or extensions of credit to
executive officers and directors of insured financial institutions must be made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
except for loans made under programs generally available to all employees, and
must not involve more than the normal risk of repayment or present other
unfavorable features. Enfield Federal is therefore prohibited from making any
new loans or extensions of credit to executive officers and directors at
different rates or terms than those offered to the general public, except for
loans made pursuant to programs generally available to all employees, and has
adopted a policy to this effect. In addition, loans made to a director or
executive officer in an amount that, when aggregated with the amount of all
loans to such person and his or her related interests, are in excess of the
greater of $25,000 or 5% of Enfield Federal's capital and surplus (up to a
maximum of $500,000) must be approved in advance by a majority of the
disinterested members of the Board of Directors.

Nominating Committee Procedures

General

It is the policy of the Nominating Committee of the Board of Directors of
the Company to consider director candidates recommended by stockholders who
appear to be qualified to serve on the Company's Board of Directors. The
Nominating Committee may choose not to consider an unsolicited recommendation if
no vacancy exists on the Board of Directors and the Nominating Committee does
not perceive a need to increase the size of the Board of Directors. To avoid the
unnecessary use of the Nominating Committee's resources, the Nominating
Committee will consider only those director candidates recommended in accordance
with the procedures set forth below.

Procedures to be Followed by Stockholders

To submit a recommendation of a director candidate to the Nominating
Committee, a stockholder should submit the following information in writing,
addressed to the Chairman of the Nominating Committee, care of the Corporate
Secretary, at the main office of the Company:

1. The name of the person recommended as a director candidate;

2. All information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors
pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended;

3. The written consent of the person being recommended as a director
candidate to being named in the proxy statement as a nominee and to
serving as a director if elected;

4. As to the stockholder making the recommendation, the name and
address of such stockholder as they appear on the Company's books;
provided, however, that if the stockholder is not a registered
holder of the Company's common stock, the stockholder should submit
his or her name and address along with a current written statement
from the record holder of the shares that reflects ownership of the
Company's common stock; and

5. A statement disclosing whether such stockholder is acting with or on
behalf of any other person and, if applicable, the identity of such
person.

In order for a director candidate to be considered for nomination at the
Company's annual meeting of stockholders, the recommendation must be received by
the Nominating Committee at least 120 calendar days prior to the date the
Company's proxy statement was released to stockholders in connection with the
previous year's annual meeting, advanced by one year.

Process for Identifying and Evaluating Nominees

The process that the Nominating Committee follows to identify and evaluate
individuals to be nominated for election to the Board of Directors is as
follows:

Identification. For purposes of identifying nominees for the Board of
Directors, the Nominating Committee relies on personal contacts of the committee
members and other members of the Board of Directors, as well as its knowledge of
members of the communities served by Enfield Federal. The Nominating Committee
will also consider director candidates recommended by stockholders in accordance
with the policy and procedures set forth above. The Nominating Committee has not
previously used an independent search firm to identify nominees.

Evaluation. In evaluating potential nominees, the Nominating Committee
determines whether the candidate is eligible and qualified for service on the
Board of Directors by evaluating the candidate under certain criteria, which are
described below. If such individual fulfills these criteria, the Nominating
Committee will conduct a check of the individual's background and interview the
candidate to further assess the qualities of the prospective nominee and the
contributions he or she would make to the Board.

Qualifications

The Nominating Committee has adopted a set of criteria that it considers
when it selects individuals to be nominated for election to the Board of
Directors. A candidate must meet the eligibility requirements set forth in the
Company's Bylaws, which include an age limitation requirement. A candidate also
must meet any qualification requirements set forth in any Board or committee
governing documents.

If the candidate is deemed eligible for election to the Board of
Directors, the Nominating Committee will then evaluate the prospective nominee
to determine if he or she possesses the following qualifications, qualities or
skills:

o contributions to the range of talent, skill and expertise
appropriate for the Board;

o financial, regulatory, accounting and business experience, knowledge
of the banking and financial service industries, familiarity with
the operations of public companies and ability to understand
financial statements;

o familiarity with the Company's market area and participation and
ties to local businesses and local civic, charitable and religious
organizations;

o personal and professional integrity, honesty and reputation;

o the ability to represent the best interests of the stockholders of
the Company and the best interests of the institution;

o the ability to devote sufficient time and energy to the performance
of his or her duties;

o independence under applicable Securities and Exchange Commission and
listing definitions; and

o current equity holdings in the Company.

The Committee will also consider any other factors the Nominating Committee
deems relevant, including age, diversity, size of the Board of Directors and
regulatory disclosure obligations.

With respect to nominating an existing director for re-election to the
Board of Directors, the Nominating Committee will consider and review an
existing director's Board and committee attendance and performance; length of
Board service; experience, skills and contributions that the existing director
brings to the Board; and independence.

Submission of Business Proposals and Stockholder Nominations

The Company must receive proposals that stockholders seek to include in
the proxy statement for the Company's next annual meeting no later than March
10, 2005. If next year's annual meeting is held on a date more than 30 calendar
days from August 12, 2005, a stockholder proposal must be received by a
reasonable time before the Company begins to print and mail its proxy
solicitation for such annual meeting. Any stockholder proposals will be subject
to the requirements of the proxy rules adopted by the Securities and Exchange
Commission.

The Company's Bylaws, a copy of which may be obtained from us, set forth
the procedures by which a stockholder may properly bring business before a
meeting of stockholders, including director nominations. The Bylaws provide that
any stockholder may bring business before an annual meeting provided the
stockholder files a notice with the Corporate Secretary at least five (5) days
before the annual meeting.

Stockholder Communications

The Company encourages stockholder communications to the Board of
Directors and/or individual directors. All communications from stockholders
should be addressed to New England Bancshares, Inc., 660 Enfield Street,
Enfield, Connecticut 06082. Communications to the Board of Directors or to
individual directors should be in the care of Nancy L. Grady, Corporate
Secretary. Communications regarding financial or accounting policies should be
sent to the Chair of the Audit Committee. All other communications should be
sent to the Chair of the Nominating Committee.

Miscellaneous

The Company will pay the cost of this proxy solicitation. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Company. Additionally, directors, officers and other
employees of the Company may solicit proxies personally or by telephone. None of
these persons will receive additional compensation for these activities.

The Company's Annual Report to Stockholders has been included with this
proxy statement. Any stockholder who has not received a copy of the Annual
Report may obtain a copy by writing to the Corporate Secretary of the Company.
The Annual Report is not to be treated as part of the proxy solicitation
material or as having been incorporated by reference into this proxy statement.

A copy of the Company's Form 10-KSB (without exhibits) for the fiscal year
ended March 31, 2004, as filed with the Securities and Exchange Commission will
be furnished without charge to all persons who were stockholders as of the close
of business on June 25, 2004 upon written request to Nancy L. Grady, Corporate
Secretary, New England Bancshares, Inc., 660 Enfield Street, Enfield,
Connecticut 06082.

If you and others who share your address own your shares in "street name,"
your broker or other holder of record may be sending only one annual report and
proxy statement to your address. This practice, known as "householding," is
designed to reduce our printing and postage costs. However, if a shareholder
residing at such an address wishes to receive a separate annual report or proxy
statement in the future, he or she should contact the broker or other holder of
record. If you own your shares in "street name" and are receiving multiple
copies of our annual report and proxy statement, you can request householding by
contacting your broker or other holder of record.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Nancy L. Grady
------------------
Nancy L. Grady
Corporate Secretary

Enfield, Connecticut
July 8, 2004

Appendix A

New England Bancshares, Inc.
Nominating Committee Charter

I. Purpose

The primary objectives of the Nominating Committee (the "Committee") are to
assist the Board of Directors (the "Board") of New England Bancshares, Inc. (the
"Company") by: (i) identifying individuals qualified to become Board members and
recommending that the Board select a group of director nominees for each annual
meeting of the Company's shareholders; and (ii) ensuring that the Audit,
Compensation and Nominating Committees of the Board shall have the benefit of
qualified and experienced "independent" directors.

II. Organization

The Committee shall consist of three or more directors, each of whom shall
satisfy the definition of independent director as defined in any qualitative
listing requirements for Nasdaq Stock Market, Inc. issuers and any applicable
Securities and Exchange Commission rules and regulations.

Committee members shall be elected by the Board of Directors and shall serve
until their successors are appointed. The Committee's chairperson shall be
designated by the full Board or, if it does not do so, the Committee members
shall elect a Chairman by vote of a majority of the full Committee.

The Committee may form and delegate authority to subcommittees when appropriate.

III. Structure and Meetings

The chairperson of the Committee will preside at each meeting and, in
consultation with the other members of the Committee, will set the frequency and
length of each meeting and the agenda of items to be addressed at each meeting.
The chairperson of the Committee shall ensure that the agenda for each meeting
is circulated to each Committee member in advance of the meeting.

IV. Goals and Responsibilities

The Committee shall: (i) develop policies on the size and composition of the
Board; (ii) review possible candidates for Board membership consistent with the
Board's criteria for selecting new directors; (iii) annually recommend a slate
of nominees to the Board with respect to nominations for the Board at the annual
meeting of the Company's stockholders; (iv) as the need arises to fill
vacancies, actively seek individuals qualified to become Board members for
recommendation to the Board; and (v) consider unsolicited nominations for Board
membership in accordance with guidelines developed by the Committee.

The Committee shall also advise the Board on (i) committee member
qualifications, including meeting independence requirements, (ii) committee
member appointments and removals, (iii) committee structure and operations
(including authority to delegate to subcommittees), and (iv) committee reporting
to the Board.

The Committee will annually review and reassess the adequacy of this charter and
recommend any

proposed changes to the Board for approval.

The Committee shall perform any other activities consistent with this charter,
the Company's bylaws and governing law and regulations as the Committee or the
Board deems appropriate.

V. Performance Evaluation

The Committee shall conduct an annual self-evaluation of its performance.

VI. Committee Resources

The Committee shall have the authority to obtain advice and seek assistance from
internal or external legal, accounting or other advisors. The Committee shall
have the sole authority to retain and terminate any search firm to be used to
identify director candidates, including sole authority to approve such search
firm's fees and other retention terms.

A-2

REVOCABLE PROXY
NEW ENGLAND BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS

August 12, 2004
1:00 p.m., Local Time

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

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints the official proxy committee of New
England Bancshares, Inc. (the "Company"), consisting of Lucien P. Bolduc, Peter
T. Dow, William C. Leary, Myron J. Marek, Dorothy K. McCarty, David J. O'Connor,
Richard K. Stevens and Richard M. Tatoian, or any of them, with full power of
substitution in each, to act as proxy for the undersigned, and to vote all
shares of common stock of the Company which the undersigned is entitled to vote
only at the Annual Meeting of Stockholders to be held on August 12, 2004 at 1:00
p.m., local time, at the Radisson Hotel, One Bright Meadow Boulevard, Enfield,
Connecticut and at any and all adjournments thereof, with all of the powers the
undersigned would possess if personally present at such meeting as follows:

1. The election as directors of all nominees listed (unless the "For
All Except" box is marked and the instructions below are complied
with).

David J. O'Connor, Richard K. Stevens and Richard M. Tatoian

FOR ALL
FOR WITHHOLD EXCEPT
--- -------- ------

|_| |_| |_|

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.

================================================================================

2. The ratification of the appointment of Shatswell, MacLeod & Company,
P.C. as independent auditors of New England Bancshares, Inc. for the
fiscal year ending March 31, 2005.

FOR AGAINST ABSTAIN
--- ------- -------

|_| |_| |_|

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy, properly signed and dated, will be voted
"FOR" each of the proposals listed. If any other business is presented at the
Annual Meeting, including whether or not to adjourn the meeting, this proxy will
be voted by the proxies in their judgment. At the present time, the Board of
Directors knows of no other business to be presented at the Annual Meeting. This
proxy also confers discretionary authority on the Proxy Committee of the Board
of Directors to vote with respect to the election of any person as director
where the nominees are unable to serve or for good cause will not serve and
matters incident to the conduct of the meeting.

Dated:
------------------------ -------------------------------------
SIGNATURE OF STOCKHOLDER

-------------------------------------
SIGNATURE OF CO-HOLDER (IF ANY)

The above signed acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated July 8, 2004 and an Annual Report to Stockholders.

Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.

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

PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

[New England Bancshares, Inc. Letterhead]

Dear ESOP Participant:

On behalf of the Board of Directors of New England Bancshares, Inc. (the
"Company"), I am forwarding you the attached vote authorization form provided
for the purpose of conveying your voting instructions to First Bankers Trust
Company, N.A. (the "Trustee") on the proposals to be presented at the Annual
Meeting of Stockholders of New England Bancshares, Inc. to be held on August 12,
2004. Also enclosed is a Notice and Proxy Statement for the Annual Meeting of
New England Bancshares, Inc. Stockholders and a copy of the Company's Annual
Report to Stockholders.

As a participant in the Enfield Federal Savings and Loan Association
Employee Stock Ownership Plan (the "ESOP"), you are entitled to vote all shares
of Company common stock allocated to your account as of June 25, 2004. All
allocated shares of Company common stock will be voted as directed by
participants, so long as participant instructions are received by the Trustee by
August 2, 2004. If you do not direct the Trustee as to how to vote the shares of
Company common stock allocated to your ESOP account, the Trustee will vote your
shares in a manner calculated to most accurately reflect the instructions it
receives from other participants, subject to its fiduciary duties.

To direct the voting of the shares of Company common stock allocated to
your account under the ESOP, please complete and sign the attached vote
authorization form and return it in the enclosed postage-paid envelope no later
than August 2, 2004. Your vote will not be revealed, directly or indirectly, to
any officer, employee or director of the Company or Enfield Federal Savings and
Loan Association.

Sincerely,

/s/ David J. O'Connor
---------------------
David J. O'Connor
President and Chief Executive Officer

VOTE AUTHORIZATION FORM

I understand that First Bankers Trust Company, N.A., the Trustee, is the
holder of record and custodian of all shares of New England Bancshares, Inc.
(the "Company") common stock allocated to me under the Enfield Federal Savings
and Loan Association Employee Stock Ownership Plan. Further, I understand that
my voting instructions are solicited on behalf of the Company's Board of
Directors for the Annual Meeting of Stockholders to be held on August 12, 2004.

Accordingly, please vote my shares as follows:

1. The election as directors of all nominees listed (unless the "For All
Except" box is marked and the instructions below are complied with).

David J. O'Connor, Richard K. Stevens and Richard M. Tatoian

FOR ALL
FOR WITHHOLD EXCEPT
--- -------- ------

|_| |_| |_|

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name in the space provided below.

================================================================================

2. The ratification of the appointment of Shatswell, MacLeod & Company, P.C.
as independent auditors of New England Bancshares, Inc. for the fiscal
year ending March 31, 2005.

FOR AGAINST ABSTAIN
--- ------- -------

|_| |_| |_|

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

The Trustee is hereby authorized to vote any shares allocated to me as
indicated above.

- ------------------------- --------------------------------------
Date Signature

Please date, sign and return this form in the enclosed envelope no later than
August 2, 2004.

[New England Bancshares, Inc. Letterhead]

Dear Stock Award Recipient:

You are entitled to vote all shares of restricted Company common stock
awarded to you under the New England Bancshares, Inc. 2003 Stock-Based Incentive
Plan (the "Incentive Plan") that are unvested as of June 25, 2004. The Incentive
Plan Trustee will vote these shares of Company common stock held in the
Incentive Plan Trust in accordance with instructions it receives from you and
other Stock Award Recipients.

To direct the voting of the unvested shares of Company common stock
awarded to you under the Incentive Plan, you must complete and sign the attached
vote authorization form and return it in the enclosed postage-paid envelope no
later than August 2, 2004.

Sincerely,

/s/ David J. O'Connor
---------------------
David J. O'Connor
President and Chief Executive Officer

VOTE AUTHORIZATION FORM

I understand that First Bankers Trust Company, N.A., the Trustee, is the
holder of record and custodian of all restricted shares of New England
Bancshares, Inc. (the "Company") common stock awarded to me under the New
England Bancshares, Inc. 2003 Stock-Based Incentive Plan (the "Incentive Plan")
that have not yet vested. Further, I understand that my voting instructions are
solicited on behalf of the Company's Board of Directors for the Annual Meeting
of Stockholders to be held on August 12, 2004.

Accordingly, please vote my shares as follows:

1. The election as directors of all nominees listed (unless the "For All
Except" box is marked and the instructions below are complied with).

David J. O'Connor, Richard K. Stevens and Richard M. Tatoian

FOR ALL
FOR VOTE WITHHELD EXCEPT
--- ------------- ------
|_| |_| |_|

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name in the space provided below.

================================================================================

2. The ratification of the appointment of Shatswell, MacLeod & Company, P.C.
as independent auditors of New England Bancshares, Inc. for the fiscal
year ending March 31, 2005.

FOR AGAINST ABSTAIN
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

The Incentive Plan Trustee is hereby authorized to vote any unvested
shares awarded to me as indicated above.

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Date Signature

Please date, sign and return this form in the enclosed envelope no later than
August 2, 2004.