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, 3005

[ ] 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.
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(Exact name of small business issuer as specified in its charter)

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

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

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

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

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---

The Issuer had 2,257,651 shares of common stock, par value $0.01 per
share, outstanding as of August 5, 2005.

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. Financial Statements

Condensed Consolidated Balance Sheets at June 30, 2005 (Unaudited)
and March 31, 2005................................................. 1

Condensed Consolidated Statements of Income for the
Three Months Ended June 30, 2005 and 2004 (Unaudited).............. 2

Condensed Consolidated Statements of Cash Flows for the
Three Months Ended June 30, 2005 and 2004 (Unaudited).............. 3

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

Item 2. Management's Discussion and Analysis or Plan of Operation.......... 8

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

PART II: OTHER INFORMATION

Item 1. Legal Proceedings.................................................. 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........ 14
Item 3. Defaults Upon Senior Securities.................................... 14
Item 4. Submission of Matters to a Vote of Security Holders................ 14
Item 5. Other Information.................................................. 14
Item 6. Exhibits .......................................................... 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,
2005 2005
--------- ---------
ASSETS: (Unaudited)
- ------

Cash and due from banks ............................................. $ 4,905 $ 4,412
Interest-bearing demand deposits with other banks ................... 932 240
Federal funds sold .................................................. 7,675 5,575
Money market mutual funds ........................................... 6,153 6,317
--------- ---------
Total cash and cash equivalents ............................... 19,665 16,544
Interest-bearing time deposits with other banks ..................... 5,898 5,902
Investments in available-for-sale securities (at fair value) ........ 47,164 46,585
Federal Home Loan Bank stock, at cost ............................... 1,416 1,126
Loans, net of allowance for loan losses of $1,467 as of June 30, 2005
and $1,437 as of March 31, 2005 .................................. 138,891 132,557
Premises and equipment, net ......................................... 2,099 2,067
Accrued interest receivable ......................................... 904 896
Deferred income taxes, net .......................................... 744 852
Cash surrender value of life insurance .............................. 3,944 3,905
Identifiable intangible assets ...................................... 753 775
Goodwill ............................................................ 1,090 1,090
Other assets ........................................................ 861 903
--------- ---------
Total assets .................................................. $ 223,429 $ 213,202
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing ............................................ $ 12,097 $ 13,562
Interest-bearing ............................................... 154,618 149,429
--------- ---------
Total deposits ............................................. 166,715 162,991
Advanced payments by borrowers for taxes and insurance .............. 1,226 644
Federal Home Loan Bank advances ..................................... 21,602 15,620
Securities sold under agreements to repurchase ...................... 3,811 4,244
Due to broker ....................................................... -- 278
Other liabilities ................................................... 1,114 986
--------- ---------
Total liabilities ............................................. 194,468 184,763
--------- ---------

Stockholders' Equity:
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 ................................................. 12,547 12,547
Retained earnings ................................................ 17,414 17,125
Accumulated other comprehensive loss ............................. (212) (417)
Unearned ESOP shares, 51,664 and 51,664 shares .................. (517) (517)
Unearned shares, stock-based incentive plan, 21,853 shares ...... (294) (322)
--------- ---------
Total stockholders' equity .................................... 28,961 28,439
--------- ---------
Total liabilities and stockholders' equity .................... $ 223,429 $ 213,202
========= =========

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

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

(Unaudited)
(In thousands, except per share amounts)

Three Months Ended
June 30,
--------
2005 2004
---- ----

Interest and dividend income:
Interest on loans ........................................... $2,141 $1,949
Interest on debt securities:
Taxable .................................................. 411 348
Tax-exempt ............................................... 62 41
Dividends on Federal Home Loan Bank stock ................... 14 6
Interest on federal funds sold, interest-bearing deposits and
dividends on marketable equity securities .................. 148 115
------ ------
Total interest and dividend income ....................... 2,776 2,459
------ ------

Interest expense:
Interest on deposits ........................................ 639 616
Interest on advanced payments by borrowers for
taxes and insurance ................................... 3 --
Interest on Federal Home Loan Bank advances ................. 183 90
Interest on securities sold under agreements to repurchase .. 22 3
------ ------
Total interest expense ................................... 847 709
------ ------
Net interest and dividend income ......................... 1,929 1,750
Provision for loan losses ......................................... 32 60
------ ------
Net interest and dividend income after provision for loan
losses .................................................. 1,897 1,690
------ ------

Noninterest income:
Service charges on deposit accounts ......................... 123 81
Gain on sales and calls of investments, net ................. 5 16
Increase in cash surrender value of life insurance policies . 34 36
Other income ................................................ 23 30
------ ------
Total noninterest income ................................. 185 163
------ ------
Noninterest expense:
Salaries and employee benefits .............................. 904 881
Occupancy and equipment expense ............................. 249 215
Advertising and promotion ................................... 46 40
Professional fees ........................................... 66 45
Data processing expense ..................................... 70 62
Stationery and supplies ..................................... 19 29
Amortization of identifiable intangible assets .............. 22 22
Other expense ............................................... 187 195
------ ------
Total noninterest expense ................................ 1,563 1,489
------ ------
Income before income taxes ............................... 519 364
Income taxes ...................................................... 183 124
------ ------
Net income ............................................... $ 336 $ 240
====== ======

Earnings per share:
Basic ................................................. $ 0.15 $ 0.11
Diluted ............................................... $ 0.15 $ 0.11

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,
2005 2004
-------- --------

Cash flows from operating activities:
Net income .......................................................... $ 336 $ 240
Adjustments to reconcile net income to net cash provided by operating
activities:
Net accretion of fair value adjustments ....................... (22) (24)
Amortization of securities, net ............................... 39 55
Gain on sales and calls of investments, net ................... (5) (16)
Provision for loan losses ..................................... 32 60
Change in deferred loan origination fees ...................... 12 --
Depreciation and amortization ................................. 84 72
Increase in accrued interest receivable ....................... (8) (8)
Deferred income tax benefit ................................... (23) (6)
Increase in cash surrender value life insurance policies ...... (39) (40)
Decrease in prepaid expenses and other assets ................. 38 301
Amortization of identifiable intangible assets ................ 22 22
Increase in accrued expenses and other liabilities ............ 128 92
Compensation cost for stock-based incentive plan .............. 28 27
-------- --------

Net cash provided by operating activities ........................... 622 775
-------- --------

Cash flows from investing activities:
Purchases of available-for-sale securities .................... (4,210) (10,203)
Proceeds from sales of available-for-sale securities .......... 1,810 1,615
Proceeds from maturities of available-for-sale securities ..... 1,846 4,705
Purchases of Federal Home Loan Bank stock ..................... (290) --
Loan originations and principal collections, net .............. (6,380) (2,398)
Purchases of interest bearing time deposits with other banks .. (195) --
Proceeds from maturities of interest bearing time deposits with
other banks ................................................ 199 537
Capital expenditures - premises and equipment ................. (113) (43)
-------- --------

Net cash used in investing activities ......................... (7,333) (5,787)
-------- --------

Cash flows from financing activities:
Net increase in demand, NOW, MMDA and savings accounts ........ 2,403 5,480
Net increase in time deposits ................................. 1,345 2,213
Net increase in advanced payments by borrowers for taxes and
insurance .................................................. 582 488
Proceeds from Federal Home Loan Bank long-term advances ....... 6,500 --
Principal payments on Federal Home Loan Bank long-term advances (518) (311)
Net decrease in securities sold under agreement to repurchase.. (433) (168)
Payments of cash dividends on common stock .................... (47) --
-------- --------

Net cash provided by financing activities ................................. 9,832 7,702
-------- --------

Net increase in cash and cash equivalents ................................. 3,121 2,690
Cash and cash equivalents at beginning of period .......................... 16,544 19,679
-------- --------
Cash and cash equivalents at end of period ................................ $ 19,665 $ 22,369
======== ========

Supplemental disclosures:
Interest paid ................................................. $ 842 $ 709
Income taxes paid ............................................. 75 --
Due to broker ................................................. (278) (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
issued 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, the Association acquired Windsor Locks Community
Bank, FSL (the "Acquisition"). Neither the Association 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 intangible 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 is analyzed for impairment on at least an
annual basis. Financial statement amounts for Windsor Locks Community Bank 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, 2006.

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, 2005.

The condensed consolidated balance sheet as of March 31, 2005 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 (EPS)

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.

Quarter Ended
June 30,
---------------
(In thousands, except per share data) 2005 2004
------ ------
Net income $ 336 $ 240
------ ------
Weighted average common shares
outstanding for computation of basic
EPS 2,184 2,169
Effect of dilutive stock options and
stock awards 26 50

Weighted average common shares for
computation of diluted EPS 2,210 2,219
------ ------
Earnings per share:
Basic $ 0.15 $ 0.11
Diluted $ 0.15 $ 0.11
- -------------------------------------------------------------------

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 material 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 did
not 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.

In December 2003, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position 03-3 ("SOP 03-3") "Accounting for Certain
Loans or Debt Securities Acquired in a Transfer." SOP 03-3 requires loans
acquired through a transfer, such as

a business combination, where there are differences in expected cash flows and
contractual cash flows due in part to credit quality be recognized at their fair
value. The excess of contractual cash flows over expected cash flows is not to
be recognized as an adjustment of yield, loss accrual, or valuation allowance.
Valuation allowances cannot be created or "carried over" in the initial
accounting for loans acquired in a transfer on loans subject to SFAS 114,
"Accounting by Creditors for Impairment of a Loan." This SOP is effective for
loans acquired in fiscal years beginning after December 15, 2004, with early
adoption encouraged. The adoption of SOP 03-3 did not have a material impact on
the Company's financial position or results of operations.

In December 2004, the FASB issued SFAS No. 123 (revised 2004),
"Share-Based Payment" ("SFAS 123R"). This Statement revises FASB Statement No.
123, "Accounting for Stock Based Compensation" and supersedes APB Opinion No.
25, "Accounting for Stock Issued to Employees," and its related implementation
guidance. SFAS 123R requires that the cost resulting from all share-based
payment transactions be recognized in the consolidated financial statements. It
establishes fair value as the measurement objective in accounting for
share-based payment arrangements and requires all entities to apply a fair-value
based measurement method in accounting for share-based payment transactions with
employees except for equity instruments held by employee share ownership plans.
This Statement is effective for the Company as of the beginning of the first
interim or annual reporting period that begins after December 15, 2005. The
additional annual compensation cost for the Company's stock options outstanding
at June 30, 2005 that is expected to be recognized in fiscal year 2007, as a
result of the adoption of SFAS No. 123R, is approximately $143,000 before taxes.
SFAS No. 123R will have no material effect on the Company's financial condition
or cash flows.

NOTE 5 - Stock-Based Incentive Plan

At June 30, 2005, the Company maintained 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,
(amended 2004), "Share-Based Payments" ("SFAS 123R") requires the Company to
recognize the cost resulting from all share-based payment transactions in the
consolidated financial statements as of the beginning of the first interim or
annual reporting period that begins after December 15, 2005. At that point,
compensation cost will be measured at the grant date based on the value of the
award and will be recognized over the service period, which is usually the
vesting period. However, until the required implementation date of SFAS 123R, an
entity is permitted 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 and $27,000 for the three
months ended June 30, 2005 and 2004, respectively.

The following table illustrates the effect on net income if the Company
had applied the fair value recognition provisions of SFAS 123R to stock-based
employee compensation for the three months ended June 30, 2005 and 2004.

Quarter Ended
June 30,
-----------------
(Dollars in thousands, except per share data) 2005 2004
------- -------
Net income, as reported $ 336 $ 240
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects 30 20
------- -------

Pro forma net income $ 306 $ 220
------- -------
Earnings per share:
Basic - as reported $ 0.15 $ 0.11
Basic - pro forma $ 0.14 $ 0.10
Diluted - as reported $ 0.15 $ 0.11
Diluted - pro forma $ 0.14 $ 0.10
- --------------------------------------------------------------------

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, 2005 and 2004,
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, 2005 and March 31, 2005

Assets

Assets were $223.4 million at June 30, 2005, an increase of $10.2 million,
or 4.8%, compared to $213.2 million at March 31, 2005. The increase in assets
was primarily the result of a $6.3 million increase in net loans, a $3.1 million
increase in cash and cash equivalents, and a $579,000 increase in
available-for-sale securities. The $6.3 million increase in net loans was
primarily the result of a $3.8 million increase in commercial real estate loans,
a $1.3 million increase in commercial loans and a $949,000 increase in
construction loans. The increase in cash and cash equivalents was primarily due
to a $2.1 million increase in federal funds sold to $7.7 million at June 30,
2005 to provide for future loan disbursements. Management made the decision to
take advantage of favorable rates and borrow from the Federal Home Loan Bank.

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 the
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 actual 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 reviews the Company's allowance
for loan losses and may require 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, 2005 and
March 31, 2005, respectively.

June 30, 2005 March 31, 2005
------------- --------------
(Dollars in thousands)
Allowance for loan losses $ 1,467 $ 1,437
Gross loans Outstanding 140,686 134,334
Non-accural loans 470 464
Allowance/ Loans outstanding 1.04% 1.07%
Allowance/ Nonperforming loans 312.13% 309.70%

Past due and Nonperforming Loans

The following table sets forth information regarding past due loans:

June 30, 2005 March 31, 2005
------------- --------------
(In thousands)
Past due 30 days through 89 days $ 340 $2,393
Past due 90 days or more 140 420

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, 2005,
certain loans that otherwise would be included in this category were only 29
days past due. The decrease in total loans past due 90 days or more was caused
by the reduction of past due commercial loans as the loans were repaid once the
properties or businesses were sold.

Liabilities

Total liabilities were $194.5 million at June 30, 2005, an increase of
$9.7 million, or 5.3%, compared to $184.8 million at March 31, 2005. The
increase in liabilities was caused primarily by a $6.0 million increase in
Federal Home Loan Bank advances and a $3.7 million increase in total deposits.
Management made the decision to take advantage of lower-cost borrowings and
increase their Federal Home Loan Bank advances to fund loan originations. The
new advances are amortizing with terms ranging from 5 years to 10 years.

Stockholders' Equity

Total stockholders' equity increased $522,000 to $29.0 million at June 30,
2005 from $28.4 million at March 31, 2005. The increase was caused primarily by
$336,000 in net income, a $205,000 decrease in accumulated other comprehensive
loss and a $28,000 decrease in unearned shares due to the vesting of restricted
shares, partially offset by a dividend payment of $47,000.

Comparison of Operating Results for the Quarter Ended June 30, 2005 and 2004

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 increases in cash
surrender value of life insurance policies are additional sources of noninterest
income. The Company's noninterest expense primarily consist of employee
compensation and benefits, occupancy and equipment expense, advertising, data
processing, professional fees and other operating expense.

Net Income

For the three months ended June 30, 2005, the Company reported net income
of $336,000, an increase of $96,000 compared to the year ago period. Basic and
diluted earnings per share for the quarter ended June 30, 2005 were both $0.15,
and for the quarter ended June 30, 2004 were both $0.11. The increase in net
income was due primarily to a $179,000 increase in net interest and dividend
income, a $28,000 decrease in the provision for loan losses and a $22,000
increase in noninterest income, partially offset by a $74,000 increase in
noninterest expense and a $59,000 increase in income taxes.

Net Interest and Dividend Income

Net interest and dividend income for the three months ended June 30, 2005
totaled $1.9 million compared to $1.8 million for the same period in 2004. This
represented an increase of $179,000 or 10.2%. The change in net interest and
dividend income was primarily due to a $16.3 million increase in
interest-earning assets, partially offset by an $11.4 million increase in
interest-bearing liabilities levels. The net interest margin increased from
3.79% for the quarter ended June 30, 2004 to 3.81% for the quarter ended June
30, 2005.

Interest and dividend income amounted to $2.8 million and $2.5 million for
the three months ended June 30, 2005 and 2004, respectively. Average
interest-earning assets were $204.2 million for the quarter ended June 30, 2005,
an increase of $16.6 million, or 8.9%, compared to $187.6 million for the
quarter ended June 30, 2004. The increase in average interest-earning assets
resulted primarily from the growth in the loan portfolio and federal funds sold.
The yield earned on average assets increased to 5.45% for the three months ended
June 30, 2005 from 5.30% for the three months ended June 30, 2004 due to the
increase in short-term rates and the growth in higher-yielding loans.

Interest expense for the quarter was $847,000, an increase of $138,000, or
19.5%, from the $709,000 reported in the same quarter last year. Average
interest-bearing liabilities grew $11.4 million during the quarter ended June
30, 2005 from $163.0 million to $174.4 million primarily due to an $8.9 million
increase in Federal Home Loan Bank advances and a $3.2 million increase in
repurchase agreements, partially offset by a $1.5 million decrease in total
interest-bearing deposits. The average rate paid on interest-bearing liabilities
increased to 1.93% for the quarter ended March 31, 2005 from 1.74% for the year
ago period, due primarily to the $8.9 million increase in the generally higher
rate Federal Home Loan Bank advances.

Provision for Loan Losses

The provision for loan losses for the quarters ended June 30, 2005 and
2004 was $32,000 and $60,000, respectively. The Company recorded no charge-offs
or recoveries for the quarter ended June 30, 2005. The decrease in the provision
for loan losses was caused primarily by the decrease in non-accrual loans due to
lower loans past due 90 days or more, offset by loan growth particularly in
higher-risk construction and commercial loans.

Noninterest Income

For the quarter ended June 30, 2005, noninterest income was $185,000
compared to $163,000 in the same quarter a year ago. The increase in noninterest
income was primarily due to an increase of $42,000 in deposit related fees due
to increased transactions and more deposit accounts. The increase was partially
offset by an $11,000 decrease in gain on sales and calls of investments and a
$7,000 decrease in other income.

Noninterest Expense

Noninterest expense for the quarter ended June 30, 2005 was $1.6 million,
an increase of $74,000, or 5.0%, from $1.5 million in the quarter ended June 30,
2004. Salaries and employee benefits increased $23,000, or 2.6%, reflecting
normal salary increases and higher costs for employee benefits. Professional
fees increased $21,000, occupancy and equipment expense increased $34,000 and
data processing expense increased $8,000, partially offset by a $10,000 decrease
in stationery and supply expense, and an $8,000 decrease in other expense.

Provision for Income Taxes

Reflecting the increase in pretax net income, the income tax provision for
the quarter ended June 30, 2005 was $183,000 compared to $124,000 for the
quarter ended June 30, 2004. The effective tax rate increased marginally from
34.1% for the quarter ended June 30, 2004 to 35.3% for the current year quarter.

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 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, 2005 of $21.6 million with unused borrowing
capacity of $37.7 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, 2005 and 2004, the Association originated loans, net of
principal paydowns of approximately $6.4 million and $2.4 million, respectively.
Purchases of investment securities totaled $4.4 million and $10.2 million for
the three months ended June 30, 2005 and 2004, 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. Total deposits were $166.7 million at June 30,
2005, a $3.7 million increase from the $163.0 million balance at March 31, 2005.

At June 30, 2005, the Association had outstanding commitments to originate
$3.1 million of loans, and available home equity and unadvanced lines of credit
and construction loans of approximately $12.1 million. 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, 2005 totaled $45.9 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, 2005 and exceeded each of
the applicable regulatory capital requirements at such date. The table below
presents the capital required as a percentage of total assets and the percentage
and the total amount of capital maintained at June 30, 2005.

(dollars in thousands)
Required Association
-------- ----------------
Tier 1 Capital 4% $25,362 11.44%
Total Risk-Based Capital 8% $26,829 22.47%
Tier 1 Risk-Based Capital 4% $26,829 21.24%

Except for the capital to be raised in connection with the conversion of
the Association from the mutual holding company structure to the stock holding
company structure announced on July 11, 2005, 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, the Association engages 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, 2005, the Association 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.

There have been no changes in the Company's internal control over
financial reporting identified in connection with the evaluation required by
Rule 13a-15 that occurred during the Company's last fiscal quarter that has
materially affected or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

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. Unregistered Sales of Equity Securities and Use of Proceeds.
-----------------------------------------------------------

The Company did not repurchase its common stock in the quarter ended June
30, 2005. Further, the Company does not have publicly announced stock repurchase
programs outstanding.

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.
--------

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.*
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1 Section 1350 Certification of Chief Executive Officer
32.2 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.

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 5, 2005 By: /s/ Scott D. Nogles
-------------- -------------------------------------
Scott D. Nogles
Chief Financial Officer

Dated: August 5, 2005 By: /s/ David J. O'Connor
-------------- -------------------------------------
David J. O'Connor
President and Chief Executive Officer