NORTHEAST PENNSYLVANIA FINANCIAL CORP
8-K, 1999-04-26
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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<PAGE> 1


                                  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) April 23, 1999
                                                         --------------

                     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)

                                 (570) 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 April 23, 1999, Northeast Pennsylvania Financial Corp. (the "Company"),
issued a press release which announced that it had completed its repurchase of
5% of the Company's outstanding shares.

      A press release announcing the stock repurchase is attached as Exhibit
99.1.

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

      Exhibit 99.1 Press Release dated April 23, 1999.


                                   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:  April 23, 1999                 By: /s/ E. Lee Beard
                                           -------------------------------------
                                           E. Lee Beard
                                           President and Chief Executive Officer



Dated:  April 23, 1999                 By: /s/ Patrick J. Owens, Jr.
                                           -------------------------------------
                                           Patrick J. Owens, Jr.
                                           Senior Vice President and
                                            Chief Financial Officer








                                        2


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EXHIBIT 99.1     PRESS RELEASE


<PAGE> 2



NEWS  RELEASE
- -------------


FOR IMMEDIATE RELEASE

DATE:       April 23, 1999
CONTACT:    Patrick J. Owens, Jr.
            Treasurer
PHONE:      (570) 459-3722 office
FAX:        (570) 450-6110

NORTHEAST PENNSYLVANIA FINANCIAL CORP. COMPLETES COMMON STOCK
REPURCHASE PROGRAM.

Hazleton, Pa........ E. Lee Beard, President and Chief Executive Officer of

Northeast Pennsylvania Financial Corp. (the "Company") (Amex; NEP), the holding

company for First Federal Bank (the "Bank") announced that as of April 22, 1999,

it has completed its repurchase of 305,299 shares of its common stock at an

average cost of $11.49 per share. The stock repurchase program was previously

approved by its Board of Directors to repurchase up to five percent of the

Company's 6,105,982 outstanding shares.


Northeast Pennsylvania Financial Corp. is the holding company of Abstractors,

Inc., a wholly-owned title insurance agency, and First Federal Bank, which

serves the greater Hazleton area, Mountaintop, Bloomsburg, Lehighton, and all of

Schuylkill County, through ten office locations.



Statements contained in this news release, which are not historical facts, are

forward-looking statements, as the term is defined in the Private Securities

Litigation Reform Act of 1995. Such forward-looking statements are subject to

risk and uncertainties which could cause actual results to differ materially

from those currently anticipated due to a number of factors, which include, but 

are not limited to, factors discussed in documents filed by the Company with 

the Securities and Exchange Commission from time to time.



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