NORTHEAST PENNSYLVANIA FINANCIAL CORP
8-K, 1998-10-16
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
        Date of Report (Date of earliest event reported) October 16, 1998
                                                         ----------------

                     NORTHEAST PENNSYLVANIA FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

      Delaware                          1-13793                 06-1504091
      --------                         ---------                ----------
(State or other Jurisdiction of       (Commission              (IRS Employer
incorporation or organization)        File Number)           Identification No.)

                12 E. Broad Street, Hazleton, Pennsylvania 18201
                ------------------------------------------------
                    (Address of principal executive offices)

                                 (717) 459-3700
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
         (Former name or former address, if changed since last report.)









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ITEM 5.  OTHER EVENTS.
         -------------

      On  October  16,  1998,  Northeast   Pennsylvania   Financial  Corp.  (the
"Company"),  issued a press release which  announced the 1999 Annual  Meeting of
Shareholders.

      A press release  announcing  the Company's  Annual  Meeting is attached as
Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS AND OTHER EXHIBITS.
         ----------------------------------------

      Exhibit 99.1 Press Release dated October 16, 1998.


                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Dated:   October 16, 1998          By: /s/ E. Lee Beard
                                       -----------------------------------------
                                       E. Lee Beard
                                       President and Chief Executive Officer



Dated:   October 16, 1998          By: /s/ Patrick J. Owens, Jr.
                                       -----------------------------------------
                                       Patrick J. Owens, Jr.
                                       Senior Vice President and
                                       Chief Financial Officer








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EXHIBIT 99.1     PRESS RELEASE



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               [NORTHEAST PENNSYLVANIA FINANCIAL CORP. LETTERHEAD]



                                  PRESS RELEASE
                     NORTHEAST PENNSYLVANIA FINANCIAL CORP.
                    ANNOUNCES ANNUAL MEETING OF SHAREHOLDERS

Contact:    Megan Kennedy
            Investor Relations
            Northeast Pennsylvania Financial Corp.


Hazleton, Pennsylvania
AMEX Trading Symbol: NEP

October 16, 1998


      E.  Lee  Beard,   President  and  Chief  Executive  Officer  of  Northeast
Pennsylvania  Financial  Corp.  announced  today  that  the  Annual  Meeting  of
Shareholders will be held on January 27, 1999 at 11:00 a.m. at Ramada Inn, Route
309  North,  Hazleton,  Pennsylvania,  to  elect  Barbara  M.  Ecker,  R.  Peter
Haentjens,  Jr. and William J. Spear as directors for three-year  terms,  and to
ratify the  appointment  of KPMG Peat  Marwick  LLP as  independent  auditors of
Northeast  Pennsylvania Financial Corp. for the fiscal year ending September 30,
1999.

      Northeast  Pennsylvania  Financial  Corp. is the holding company for First
Federal Bank, headquartered in Hazleton, Pennsylvania.



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