NORTHEAST PENNSYLVANIA FINANCIAL CORP
8-K, 1999-03-01
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) February 26, 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  February  26,  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 February 26, 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:     February 26, 1999               By: /s/ E. Lee Beard
                                           -------------------------------------
                                           E. Lee Beard
                                           President and Chief Executive Officer



Dated:     February 26, 1999               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]


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

FOR IMMEDIATE RELEASE

DATE:          February 26, 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 February 
23, 1999,  it has  completed  its  repurchase  of 321,368 shares of its common
stock at an average cost of $12.59 per share.  The stock repurchase program  
previously  approved by its Board of Directors to repurchase up to five percent 
of the Company's 6,427,350 outstanding shares.

Northeast  Pennsylvania  Financial  Corp.  completed  its  initial  public
offering of common stock in  connection  with the  conversion  of First  Federal
Savings and Loan  Association  of  Hazleton  from a  federally-chartered  mutual
savings and loan association to a federally-chartered  stock savings bank, First
Federal  Bank,  on March 31, 1998.  In the  conversion,  Northeast  Pennsylvania
Financial Corp. sold 5,951,250 shares at $10.00 per share,  raising  $59,512,500
in gross proceeds.






                                   (continued)


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NORTHEAST PENNSYLVANIA FINANCIAL CORP.

First  Federal  Bank  is  headquartered  in  Hazleton,  Pennsylvania,  and
operates through its  administrative/branch  office in Hazleton and through nine
other full service branches and one loan origination  office located  throughout
Northeast  Pennsylvania.  The Bank's deposits are insured by the Federal Deposit
Insurance Corporation.



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