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

FORM 10-QSB

(Mark One)

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from __________________ to _________________

Commission File Number 0-49711

NEW ENGLAND BANCSHARES, INC.
(Exact name of small business issuer as specified in its charter)

United States 04-3693643
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

660 Enfield Street, Enfield, Connecticut 06082
(Address of principal executive offices) (Zip Code)

(860) 253-5200
(Issuer's telephone number)

Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)

The Issuer had 2,257,651 shares of common stock, par value $0.01 per
share, outstanding as of August 10, 2004.

Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|

NEW ENGLAND BANCSHARES, INC.
FORM 10-QSB

INDEX

Page
----

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets at June 30, 2004
and March 31, 2004 (Unaudited)............................................ 1

Condensed Consolidated Statements of Income for the
Three Months Ended June 30, 2004 and 2003 (Unaudited)............. 2

Condensed Consolidated Statements of Cash Flows for the
Three Months Ended June 30, 2004 and 2003 (Unaudited)............. 3

Notes to Condensed Consolidated Financial Statements (Unaudited).. 4

Item 2. Management's Discussion and Analysis or Plan of Operation......... 7

Item 3. Controls and Procedures........................................... 13

PART II: OTHER INFORMATION

Item 1. Legal Proceedings................................................. 13
Item 2. Changes in Securities and Small Business Issuer Purchases of
Equity Securities............................................... 13
Item 3. Defaults Upon Senior Securities................................... 13
Item 4. Submission of Matters to a Vote of Security Holders............... 13
Item 5. Other Information................................................. 13
Item 6. Exhibits and Reports on Form 8-K.................................. 14

SIGNATURES ................................................................ 15

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements.

NEW ENGLAND BANCSHARES, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets
(Dollars in Thousands)

June 30, March 31,
2004 2004
-----------------------
(Unaudited)

ASSETS:
Cash and due from banks ...................................................... $ 6,244 $ 8,421
Interest-bearing demand deposits with other banks ............................ 161 170
Federal funds sold ........................................................... 10,000 5,570
Money market mutual funds .................................................... 5,964 5,518
--------- ---------
Total cash and cash equivalents ........................................ 22,369 19,679
Interest bearing time deposits with other banks (at fair value) .............. 7,913 8,450
Investments in available-for-sale securities (at fair value) ................. 44,060 42,309
Federal Home Loan Bank stock, at cost ........................................ 1,008 1,008
Loans, net of allowance for loan losses of $1,333 as of June 30, 2004 and
$1,301 as of March 31, 2004 ............................................... 123,742 121,404
Premises and equipment, net .................................................. 2,614 2,643
Accrued interest receivable .................................................. 796 788
Deferred income taxes ........................................................ 845 337
Cash surrender value of life insurance ....................................... 3,776 3,736
Identifiable intangible assets ............................................... 842 864
Goodwill ..................................................................... 1,090 1,090
Other assets ................................................................. 559 860
--------- ---------
Total assets ........................................................... $ 209,614 $ 203,168
========= =========

LIABILITIES AND CAPITAL ACCOUNTS
Deposits:
Noninterest-bearing ..................................................... $ 14,339 $ 11,041
Interest-bearing ........................................................ 156,120 151,749
--------- ---------
Total deposits ...................................................... 170,459 162,790
Advanced payments by borrowers for taxes and insurance ....................... 1,024 536
Federal Home Loan Bank advances .............................................. 9,615 9,926
Securities sold under agreements to repurchase ............................... 620 788
Due to broker ................................................................ -- 806
Other liabilities ............................................................ 820 728
--------- ---------
Total liabilities ...................................................... 182,538 175,574
--------- ---------

Capital accounts:
Preferred stock, par value $.01 per share: 1,000,000 shares
authorized; none issued ................................................... -- --
Common stock, par value $.01 per share: 10,000,000 shares authorized;
2,257,651 shares issued and outstanding ........................... 23 23
Paid-in-capital ........................................................... 12,465 12,465
Retained earnings ......................................................... 16,225 15,985
Accumulated other comprehensive income .................................... (642) 143
Unearned ESOP shares, 59,040 shares ....................................... (590) (590)
Unearned shares, stock-based incentive plan, 29,137 shares ................ (405) (432)
--------- ---------
Total capital accounts ................................................. 27,076 27,594
--------- ---------
Total liabilities and capital accounts ................................. $ 209,614 $ 203,168
========= =========

The accompanying notes are an integral part of these condensed
consolidated financial statements.

NEW ENGLAND BANCSHARES, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Income

For the Three Months Ended June 30, 2004 and June 30, 2003
(Unaudited)
(In thousands, except per share amounts)

Three Months Ended
June 30,
2004 2003
------- -------

Interest and dividend income:
Interest and fees on loans .......................................... $ 1,949 $ 1,696
Interest and dividends on securities:
Taxable .......................................................... 348 317
Tax-exempt ....................................................... 41 17
Dividends on Federal Home Loan Bank stock ........................ 6 6
Interest on federal funds sold, interest-bearing deposits and
dividends on marketable equity securities ..................... 115 26
------- -------
Total interest and dividend income ......................... 2,459 2,062
------- -------

Interest expense:
Interest on deposits ................................................ 616 653
Interest on advanced payments by borrowers for
taxes and insurance ........................................... -- --
Interest on Federal Home Loan Bank advances ......................... 90 80
Interest on securities sold under agreements to repurchase .......... 3 --
------- -------
Total interest expense ........................................... 709 733
------- -------
Net interest and dividend income ................................. 1,750 1,329
Provision for loan losses ................................................. 60 60
------- -------
Net interest and dividend income after provision for loan losses .... 1,690 1,269
------- -------

Noninterest income:
Service charges on deposit accounts ................................. 81 58
Gain on sales and calls of available-for-sale securities, net ....... 16 37
Increase in cash surrender value of life insurance policies ......... 36 43
Other income ........................................................ 30 13
------- -------
Total noninterest income ...................................... 163 151
------- -------
Noninterest expense:
Salaries and employee benefits ...................................... 881 656
Occupancy and equipment expense ..................................... 215 199
Advertising and promotion ........................................... 40 24
Professional fees ................................................... 45 86
Data processing expense ............................................. 62 44
Stationery and supplies ............................................. 29 15
Amortization of identifiable intangible assets ...................... 22 --
Other expense ....................................................... 195 193
------- -------
Total noninterest expense ..................................... 1,489 1,217
------- -------
Income before income taxes .................................... 364 203
Income taxes ........................................................ 124 60
------- -------
Net income .................................................... $ 240 $ 143
======= =======

Earnings per share:
Basic $ 0.11 $ 0.07
Diluted $ 0.11 $ 0.07

The accompanying notes are an integral part of these condensed
consolidated financial statements.

NEW ENGLAND BANCSHARES, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)

Three Months Ended
June 30,
2004 2003
-------- --------

Cash flows from operating activities:
Net income .......................................................................... $ 240 $ 143
Adjustments to reconcile net income to net cash provided by operating activities:
Net accretion of fair value adjustments .......................................... (24) --
Amortization of securities, net .................................................. 55 92
Gain on sales and calls of available-for-sale securities, net .................... (16) (37)
Provision for loan losses ........................................................ 60 60
Change in deferred loan origination fees ......................................... -- 23
Depreciation and amortization .................................................... 72 69
Increase in accrued interest receivable .......................................... (8) (35)
Deferred income tax benefit ...................................................... (6) (12)
Increase in cash surrender value life insurance policies ......................... (40) (43)
Decrease in prepaid expenses and other assets .................................... 301 63
Amortization of identifiable intangible assets ................................... 22 --
Increase in accrued expenses and other liabilities ............................... 92 54
Compensation cost for stock-based incentive plan ................................. 27 28
-------- --------
Net cash provided by operating activities ........................................... 775 405
-------- --------

Cash flows from investing activities:
Purchases of available-for-sale securities ....................................... (10,203) (15,675)
Proceeds from sales of available-for-sale securities ............................. 1,615 3,080
Proceeds from maturities of available-for-sale securities ........................ 4,705 7,815
Loan originations and principal collections, net ................................. (2,398) (681)
Proceeds from maturities of interest bearing time deposits with other banks ...... 537 --
Capital expenditures - premises and equipment .................................... (43) --
Investments in life insurance policies ........................................... -- (2)
-------- --------

Net cash used in investing activities ............................................ (5,787) (5,463)
-------- --------

Cash flows from financing activities:
Net increase in demand, NOW and savings accounts ................................. 5,480 965
Net increase in time deposits .................................................... 2,213 843
Net increase in advanced payments by borrowers for taxes and insurance ........... 488 331
Principal payments on Federal Home Loan Bank long-term advances .................. (311) (299)
Net decrease in securities sold under agreement to repurchase .................... (168) --
Recovery of expenditure relating to initial public offering ...................... -- 18
-------- --------

Net cash provided by financing activities .............................................. 7,702 1,858
-------- --------

Net increase (decrease) in cash and cash equivalents ................................... 2,690 (3,200)
Cash and cash equivalents at beginning of period ....................................... 19,679 20,963
-------- --------
Cash and cash equivalents at end of period ............................................. $ 22,369 $ 17,763
======== ========

Supplemental disclosures:
Interest paid .................................................................... $ 709 $ 734
Income taxes paid ................................................................ -- --
Due to broker .................................................................... (806) --

The accompanying notes are an integral part of these condensed
consolidated financial statements.

NEW ENGLAND BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

NOTE 1 - Organization

New England Bancshares, Inc. (the "Company") is a federal corporation
formed on June 4, 2002 for the purpose of acquiring all of the common stock of
Enfield Federal Savings and Loan Association (the "Association") concurrent with
its reorganization from a mutual savings institution to the mutual holding
company form of organization. The reorganization was consummated on June 4,
2002. In connection with the reorganization, the Company sold 922,444 shares of
its common stock, par value $0.01 per share, in a subscription offering and sold
1,127,431 shares to Enfield Mutual Holding Company raising approximately $8.5
million, net of costs. Approximately $6.8 million of those proceeds were
contributed to the Association. The Company is a majority owned subsidiary of
Enfield Mutual Holding Company.

On December 12, 2003, Enfield Federal acquired Windsor Locks Community
Bank, FSL (the "Acquisition"). Neither Enfield Federal nor the Company was
required to pay any consideration directly to any affiliated party, including
Windsor Locks Community Bank's members, in the merger. However, the Company was
required to issue additional shares of common stock to Enfield Mutual Holding
Company in an amount equal to the value of Windsor Locks Community Bank as
determined by an independent appraisal, which amounted to 171,355 shares.

The Acquisition was accounted for using the purchase method of accounting.
Accordingly, the assets acquired and liabilities assumed were recorded by the
Company at their fair values at the consummation date. During the appraisal
process, a core deposit premium of $886,000 was calculated and is being
amortized to expense over a period of 10 years. Goodwill resulting from the
Acquisition totaled $1.1 million and will be analyzed for impairment on at least
an annual basis. Financial statement amounts for Windsor Locks are included in
the Company's consolidated financial statements beginning on the acquisition
date.

The Association, a federally chartered savings and loan association
headquartered in Enfield, Connecticut, operates from its seven full-service
branch offices in Broad Brook, Enfield, Manchester, Windsor Locks and Suffield,
Connecticut. The Association provides banking products and services to
individuals and small businesses, including residential and commercial
mortgages, commercial loans, consumer loans, and a variety of deposit
instruments.

NOTE 2 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial statements and the
instructions to Form 10-QSB, and accordingly do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, the accompanying unaudited consolidated financial
statements reflect all

adjustments necessary, consisting of only normal recurring accruals, to present
fairly the financial position, results of operations and cash flows of the
Company for the periods presented. In preparing the interim financial
statements, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities as of the date of the balance
sheet and revenues and expenses for the period. Actual results could differ
significantly from those estimates. The interim results of operations are not
necessarily indicative of the operating results to be expected for the year
ending March 31, 2005.

While management believes that the disclosures presented are adequate so
as not to make the information misleading, it is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes included in the Company's Form 10-KSB for the year ended
March 31, 2004.

The condensed consolidated balance sheet as of March 31, 2004 was derived
from the audited financial statements of New England Bancshares, Inc., but does
not include all the disclosures required by accounting principles generally
accepted in the United States.

NOTE 3 - Earnings Per Share

Basic EPS is computed by dividing income available to common stockholders
by the weighted-average number of common shares outstanding for the period.
Diluted EPS reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into common
stock or resulted in the issuance of common stock that then shared in the
earnings of the entity. There were no dilutive securities for the quarter ended
June 30, 2003.

Quarter Ended June 30,
(In thousands, except per share data) 2004 2003
---------- ----------
Net income $ 240 $ 143
Weighted average common shares
outstanding for computation of basic
EPS 2,169,474 1,983,459
Effect of dilutive stock options and
stock awards 49,484 --
---------- ----------
Weighted average common shares for
computation of diluted EPS 2,218,958 1,983,459
========== ==========
Earnings per share:
Basic $ 0.11 $ 0.07
Diluted $ 0.11 $ 0.07

NOTE 4 - Recent Accounting Pronouncements

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities" ("SFAS No. 149"), which
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This Statement (a) clarifies
under what circumstances a contract with an initial net investment meets the
characteristic of a derivative, (b) clarifies when a derivative contains a
financing component, (c) amends the definition of an underlying to conform to
language used in FASB Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect

Guarantees of Indebtedness of Others," and (d) amends certain other existing
pronouncements. The provisions of SFAS No. 149 are effective for contracts
entered into or modified after June 30, 2003. There was no substantial impact on
the Company's consolidated financial statements on adoption of this Statement.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity"
("SFAS No. 150"). This Statement establishes standards for the classification
and measurement of certain financial instruments with characteristics of both
liabilities and equity. SFAS No. 150 requires that certain financial instruments
that were previously classified as equity must be classified as a liability.
Most of the guidance in SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. This
Statement did not have any material effect on the Company's consolidated
financial statements.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), in an effort to expand upon and
strengthen existing accounting guidance that addresses when a company should
include in its financial statements the assets, liabilities and activities of
another entity. In December 2003, the FASB revised Interpretation No. 46, also
referred to as Interpretation 46 (R) ("FIN 46(R)"). The objective of this
interpretation is not to restrict the use of variable interest entities but to
improve financial reporting by companies involved with variable interest
entities. Until now, one company generally has included another entity in its
consolidated financial statements only if it controlled the entity through
voting interests. This interpretation changes that, by requiring a variable
interest entity to be consolidated by a company only if that company is subject
to a majority of the risk of loss from the variable interest entity's activities
or entitled to receive a majority of the entity's residual returns or both. The
Company is required to apply FIN 46, as revised, to all entities subject to it
no later than the end of the first reporting period ending after March 15, 2004.
However, prior to the required application of FIN 46, as revised, the Company
shall apply FIN 46 or FIN 46 (R) to those entities that are considered to be
special-purpose entities as of the end of the first fiscal year or interim
period ending after December 15, 2003. The adoption of this interpretation has
not and is not expected to have a material effect on the Company's consolidated
financial statements.

In December 2003, the FASB issued SFAS No. 132 (revised 2003), "Employers'
Disclosures about Pensions and Other Postretirement Benefits - an amendment of
SFAS No. 87, SFAS No. 88 and SFAS No. 106" ("SFAS No. 132 (revised 2003)"). This
Statement revises employers' disclosures about pension plans and other
postretirement benefit plans. It does not change the measurement or recognition
of those plans required by SFAS No. 87, "Employers' Accounting for Pensions,"
SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits," and SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions." This
Statement retains the disclosure requirements contained in SFAS No. 132,
"Employers' Disclosures About Pensions and Other Postretirement Benefits," which
it replaces. It requires additional disclosures to those in the original
Statement 132 about assets, obligations, cash flows and net periodic benefit
cost of defined benefit pension plans and other defined benefit postretirement
plans. This Statement is effective for financial statements with fiscal years
ending after December 15, 2003 and interim periods beginning after December 15,
2003. Adoption of this Statement did not have a material impact on the Company's
consolidated financial statements.

NOTE 5 - Stock-Based Incentive Plan

At June 30, 2004, the Company had a stock-based incentive plan. The
Company accounts for the plan under the recognition and measurement principles
of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related
Interpretations. Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," encourages all entities to adopt a
fair value based method of accounting for employee stock compensation plans,
whereby compensation cost is measured at the grant date based on the value of
the award and is recognized over the service period, which is usually the
vesting period. However, it also allows an entity to continue to measure
compensation cost for those plans using the intrinsic value based method of
accounting prescribed by Accounting Principles Board Opinion ("APB") No. 25,
"Accounting for Stock Issued to Employees," whereby compensation cost is the
excess, if any, of the quoted market price of the stock at the grant date (or
other measurement date) over the amount an employee must pay to acquire the
stock. Stock options issued under the Company's stock-based incentive plan have
no intrinsic value at the grant date, and under Opinion No. 25 no compensation
cost is recognized for them. The compensation cost that has been charged against
income for the granting of stock awards under the plan was $28,000 for the three
months ended June 30, 2004 and 2003.

The following table illustrates the effect on net income if the Company
had applied the fair value recognition provisions of SFAS No. 123, "Accounting
for Stock-Based Compensation," to stock-based employee compensation for the
three months ended June 30, 2004 and 2003.

2004 2003
---- ----
(Amounts in thousands, except per share data)

Net income, as reported $ 240 $ 143
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects 20 --
------- -------
Pro forma net income $ 220 $ 143
------- -------

Earnings per share:
Basic - as reported $ 0.11 $ 0.07
Basic - pro forma 0.10 0.07
Diluted - as reported 0.11 0.07
Diluted - pro forma 0.10 0.07

Item 2. Management's Discussion and Analysis or Plan of Operation.

The following analysis discusses changes in the financial condition and
results of operations at and for the three months ended June 30, 2004 and 2003,
and should be read in conjunction with the Company's Condensed Consolidated
Financial Statements and the notes thereto, appearing in Part I, Item 1 of this
document.

Forward-Looking Statements

This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by

the safe harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and is including this
statement for purposes of these safe harbor provisions. Forward-looking
statements, which are based on certain assumptions and describe future plans,
strategies and expectations of the Company, are generally identified by use of
the words "believe," "expect," "intend," "anticipate," "estimate," "project," or
similar expressions. The Company's ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which
could have a material adverse effect on the operations of the Company and its
subsidiary include, but are not limited to, changes in: interest rates, general
economic conditions, legislation and regulations, monetary and fiscal policies
of the U.S. Government, including policies of the U.S. Treasury and the Federal
Reserve Board, the quality or composition of the loan or investment portfolios,
demand for loan products, deposit flows, competition, demand for financial
services in the Company's market area and accounting principles and guidelines.
These risks and uncertainties should be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. Further
information concerning the Company and its business, including additional
factors that could materially affect the Company's financial results, is
included in the Company's filings with the Securities and Exchange Commission.

Except as required by applicable law and regulation, the Company does not
undertake - and specifically disclaims any obligation - to publicly release the
result of any revisions that may be made to any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.

Comparison of Financial Condition at June 30, 2004 and March 31, 2004

Assets

Total assets of the Company were $209.6 million at June 30, 2004, an
increase of $6.4 million or 3.2%, compared to $203.2 million at March 31, 2004.
The increase in assets was caused primarily by a $2.7 million increase in cash
and cash equivalents, a $2.3 million increase in net loans, and a $1.8 million
increase in available-for-sale securities. The $2.7 million increase in cash and
cash equivalents resulted primarily from a $4.4 million increase in federal
funds sold and a $446,000 increase in money market mutual funds, partially
offset by a $2.2 million decrease in cash and due from banks. The $2.3 million
increase in loans was caused primarily by a $2.0 million increase in commercial
loans and a $544,000 increase in residential loans, partially offset by a
$135,000 decrease in consumer loans and a $32,000 increase in the allowance for
loan losses. The $1.8 million increase in available-for-sale securities resulted
primarily from a $2.0 million increase in municipal securities and a $3.4
million increase in US agency securities, partially offset by a $2.5 million
decrease in mortgage-backed securities and a $1.3 million change in the
securities valuation allowance.

Liabilities

The $7.0 million increase in total liabilities was caused primarily by a
$7.7 million increase in total deposits, partially offset by an $806,000
decrease in due from broker. The increase in deposits was comprised primarily by
a $5.4 million increase in demand deposits, a $2.2 million increase in time
deposits and a $294,000 in savings accounts, partially offset by a $214,000
decrease in money market accounts.

Capital

Total capital decreased $518,000 to $27.1 million at June 30, 2004 from
$27.6 million at March 31, 2004. The decrease was caused primarily by a $785,000
change in accumulated other comprehensive loss, partially offset by net income
of $240,000.

Allowance for Loan Losses

The Company determines the adequacy of the allowance for loan losses on a
quarterly basis. The determination is based upon management's assessment of
credit quality of the loan portfolio, previous loss experience, current economic
conditions and their effect on borrowers and the market area in general, and the
performance of individual credits in relation to the contract terms.

Provisions for loan losses are charges to earnings to bring the total
allowance for loan losses to a level considered by management as adequate to
provide for estimated loan losses based on management's evaluation of the
collectibility of the loan portfolio. While management believes that, based on
information currently available, the Company's allowance for loan losses is
sufficient to cover losses inherent in its loan portfolio at this time, no
assurances can be given that the Company's level of allowance for loan losses
will be sufficient to cover future loan losses incurred by the Company or that
future adjustments to the allowance for loan losses will not be necessary if
economic and other conditions differ substantially from the economic and other
conditions used by management to determine the current level of the allowance
for loan losses. In addition, the Office of Thrift Supervision as an integral
part of its examination process, periodically review the Company to provide
additions to the allowance based upon judgments different from management.

The table below indicates the relationships between the allowance for loan
losses, total loans outstanding and nonperforming loans at June 30, 2004 and
March 31, 2004, respectively.

June 30, 2004 March 31, 2004
------------- --------------
(Dollars in thousands)
Allowance for loan losses $ 1,333 $ 1,301
Gross loans Outstanding 125,427 123,058
Nonperforming loans 1,103 937
Allowance/ Loans outstanding 1.06% 1.06%
Allowance/ Nonperforming loans 120.85% 138.85%

Past due and Nonperforming Loans

The following table sets forth information regarding past due and
non-accrual loans:

June 30, 2004 March 31, 2004
------------- --------------
(In thousands)
Past due 30 days through 89 days $ 585 $ 1,998
Past due 90 days or more 895 1,212

The decrease in loans past due 30 through 89 days was due to the fact that
there were thirty days in June as opposed to 31 days in March. Accordingly as a
large percentage of loans are

due on the first of each month, at June 30, 2004, certain loans that otherwise
would be included in this category were only 29 days past due. The decrease in
the loans past due 90 days or more was caused by the sale of the business
securing a Small Business Administration loan which had a balance of $528,000 at
March 31, 2004.

Comparison of Operating Results for the Three Months Ended
June 30, 2004 and 2003

General

The Company's results of operations depend primarily on net interest and
dividend income, which is the difference between the interest and dividend
income earned on its interest-earning assets, such as loans and securities, and
the interest expense on its interest-bearing liabilities, such as deposits and
borrowings. The Company also generates noninterest income, primarily from fees
and service charges. Gains on sales of securities and cash surrender value of
life insurance policies are added sources of noninterest income. The Company's
noninterest expenses primarily consist of employee compensation and benefits,
occupancy and equipment expense, advertising, data processing, professional fees
and other operating expenses.

Net Income

For the three months ended June 30, 2004, the Company reported net income
of $240,000, an increase of $97,000 compared to the year ago period. Basic and
diluted earnings per share for the quarters ended June 30, 2004 and 2003 were
$0.11 and $0.07, respectively. The increase in net income was due primarily to a
$421,000 increase in net interest and dividend income, partially offset by a
$272,000 increase in noninterest expense and a $64,000 increase in income taxes.

Net Interest and Dividend Income

Net interest and dividend income for the three months ended June 30, 2004
totaled $1.8 million compared to $1.3 million for the same period in 2003. This
represented an increase of $421,000 or 31.7%. The change in net interest and
dividend income was primarily due to increased levels of average
interest-earning assets coupled with a lower cost of funds due to the lower
interest rate environment.

Interest and dividend income amounted to $2.5 million and $2.1 million for
the three months ended June 30, 2004 and 2003, respectively. Average
interest-earning assets were $181.3 million for the quarter ended June 30, 2004,
an increase of $34.4 million, or 23.4%, compared to $146.9 million for the
quarter ended June 30, 2003. The increase in average interest-earning assets
resulted primarily from the acquisition of Windsor Locks Community Bank, FSL.
The yield earned on average assets decreased to 5.47% for the three months ended
June 30, 2004 from 5.63% for the three months ended June 30, 2003.

Interest expense for the quarter was $709,000, a decrease of $24,000, or
3.3%, from the $733,000 reported in the same quarter last year. Average
interest-bearing liabilities grew $50.9 million during the quarter ended June
30, 2004 from $131.1 million to $181.7 million primarily due to liabilities
assumed in the acquisition of Windsor Locks Community Bank. The average rate
paid on interest bearing liabilities decreased to 1.74% for the quarter ended
June 30, 2004 from 2.24% for the year ago period, due primarily to the lower
interest rate environment.

Provision for Loan Losses

The provision for loan losses for the quarter ended June 30, 2004 was
$60,000 which was the same amount recorded for the quarter ended June 30, 2003.
The Bank recorded charge-offs totaling $28,000 for the quarter ended June 30,
2004.

Noninterest Income

For the quarter ended June 30, 2004, noninterest income was $163,000
compared to $151,000 in the same quarter a year ago. The increase in noninterest
income was primarily due to an increase of $23,000 in deposit related fees due
to increased transactions and more deposit accounts due primarily to the
acquisition of Windsor Locks Community Bank, partially offset by a $17,000
decrease in gains on sale of securities.

Noninterest Expense

Noninterest expense for the quarter ended June 30, 2004 was $1.5 million,
an increase of $272,000, or 22.4%, from $1.2 million in the quarter ended June
30, 2003. Salaries and employee benefits increased $225,000, or 34.3%,
reflecting normal salary increases, higher costs for employee benefits due in
part to the increased stock price, and additions to staff caused by the
acquisition of Windsor Locks Community Bank, FSL. Occupancy and equipment
expense increased $16,000, or 8.0%, to $215,000 primarily from the additional
Windsor Locks Community Bank banking office acquired in fiscal year 2004.

Provision for Income Taxes

Reflecting the increase in pretax net income, the income tax provision for
the quarter ended June 30, 2004 was $124,000 compared to $60,000 for the quarter
ended June 30, 2003.

Liquidity and Capital Resources

The term liquidity refers to the ability of the Company and the
Association to meet current and future short-term financial obligations. The
Company and the Association further define liquidity as the ability to generate
adequate amounts of cash to fund loan originations, deposit withdrawals and
operating expenses. Liquidity management is both a daily and long-term function
of business management. The Company's main source of liquidity is the proceeds
it retained from its stock offering. The Association's primary sources of
liquidity are deposits, scheduled amortization and prepayments of loan principal
and mortgage-related securities, funds provided by operations and, to a much
lesser extent, Federal Home Loan Bank borrowings. The Association can borrow
funds from the Federal Home Loan Bank based on eligible collateral of loans and
securities. The Association had Federal Home Loan Bank borrowings as of June 30,
2004 of $9.6 million with unused borrowing capacity of $45.7 million.

The Association's primary investing activities are the origination of
loans and the purchase of mortgage and investment securities. During the three
months ended June 30, 2004 and 2003, the Association originated loans of
approximately $11.1 million and $11.6 million, respectively. Purchases of
investment securities totaled $10.2 million and $15.7 million for the three
months ended June 30, 2004 and 2003, respectively.

Loan repayment and maturing investment securities are a relatively
predictable source of funds. However, deposit flows, calls of investment
securities and prepayments of loans and mortgage-backed securities are strongly
influenced by interest rates, general and local economic conditions and
competition in the marketplace. These factors reduce the predictability of the
timing of these sources of funds. Deposit flows are affected by the level of
interest rates, by the interest rates and products offered by competitors and by
other factors. Total deposits were $170.5 million at June 30, 2004, a $7.7
million, or 4.7%, increase from the $162.8 million balance at March 31, 2004.
The Association monitors its liquidity position frequently and anticipates that
it will have sufficient funds to meet its current funding commitments.

At June 30, 2004 the Association had outstanding commitments to originate
$6.3 million of loans, which includes $3.8 million in undisbursed construction
loans. Management of the Association anticipates that it will have sufficient
funds to meet its current loan commitments. Retail certificates of deposits
scheduled to mature in one year or less at June 30, 2004 totaled $57.8 million.
The Association relies on competitive rates, customer service and long-standing
relationships with customers to retain deposits. Based on the Association's
experience with deposit retention and current retention strategies, management
believes that, although it is not possible to predict future terms and
conditions upon renewal, a significant portion of such deposits will remain with
the Association.

The Association was well-capitalized at June 30, 2004 and exceeded each of
the applicable regulatory capital requirements at such date. The table below
presents the capital required and maintained at June 30, 2004.

(dollars in thousands)
Required Association
-------- -------------------
Tier 1 Capital 4% $23,868 11.44%
Total Risk based Capital 8% $25,201 23.39%
Tier 1 Risk based Capital 8% $23,868 22.16%

Management is not aware of any known trends, events or uncertainties that
will have or are reasonably likely to have a material effect on the Company's or
the Association's liquidity, capital or operations, nor is management aware of
any current recommendations by regulatory authorities which, if implemented,
would have a material effect on the Company's or the Association's liquidity,
capital or operations.

Off-Balance Sheet Arrangements

In addition to the normal course of operations, we engage in a variety of
financial transactions that, in accordance with generally accepted accounting
principals, are not recorded in our financial statements. These transactions
involve, to varying degrees, elements of credit, interest rate, and liquidity
risk. Such transactions are used primarily to manage customers' requests for
funding and take the form of loan commitments, lines of credit, and letters of
credit.

For the three months ended June 30, 2004, we engaged in no off-balance
sheet transactions reasonably likely to have a material effect on our financial
condition, results of operations or cash flows.

Item 3. Controls and Procedures.

The Company's management, including the Company's principal executive
officer and principal financial officer, have evaluated the effectiveness of the
Company's "disclosure controls and procedures," as such term is defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended,
(the "Exchange Act"). Based upon their evaluation, the principal executive
officer and principal financial officer concluded that, as of the end of the
period covered by this report, the Company disclosure controls and procedures
were effective for the purpose of ensuring that the information required to be
disclosed in the reports that the Company files or submits under the Exchange
Act with the Securities and Exchange Commission (the "SEC") (1) is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and (2) is accumulated and communicated to the Company's
management, including its principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required disclosure.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not involved in any pending legal proceedings other than
routine legal proceedings occurring in the ordinary course of business. Such
routine legal proceedings, in the aggregate, are believed by management to be
immaterial to the Company's financial condition or results of operations.

Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities.

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

3.1 Charter of New England Bancshares, Inc. (Included in Exhibit
2.1)*

3.2 Bylaws of New England Bancshares, Inc. (Included in Exhibit
2.1)**

4.1 Specimen stock certificate of New England Bancshares, Inc.*

10.1 Change in control agreement by and among Enfield Federal
Savings and Loan Association, New England Bancshares, Inc. and
John F. Parda

10.2 Change in control agreement by and among Enfield Federal
Savings and Loan Association, New England Bancshares, Inc. and
Scott D. Nogles

31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer

31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
Officer

32.1 Section 1350 Certification of Chief Executive Officer

32.1 Section 1350 Certification of Chief Financial Officer

- ----------
* Incorporated by reference into this document from New England Bancshares,
Inc.'s Form SB-2 as filed on February 15, 2002, Registration Statement
filed under the Securities Act of 1933, Registration No. 333-63271

** Incorporated by reference into this document from the Exhibits to the Form
10-QSB for the quarter ended December 31, 2003.

(b) Reports on Form 8-K

On May 19, 2004, the Company furnished a Form 8-K in which it
announced under Item 12 its earnings for the quarter and year ended
March 31, 2004. The press release announcing earnings was attached
by exhibit. The Form 8-K also announced under Item 5 the hiring of a
chief financial officer.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

NEW ENGLAND BANCSHARES, INC.

Dated: August 11, 2004 By: /s/ Scott D. Nogles
---------------------------------
Scott D. Nogles
Chief Financial Officer

Dated: August 11, 2004 By: /s/ David J. O'Connor
---------------------------------
David J. O'Connor
Chief Executive Officer