SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PETRO THOMAS M

(Last)

(First)

(Middle)

12 EAST BROAD STREET

(Street)

HAZLETON

18201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHEAST PENNSYLVANIA FINANCIAL CORP [ NEPF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. & Chief Exec. Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/14/2004		P		2,000	A	$17.8765	2,000	I	By IRA
Common Stock								3,000	D
Common Stock								6,000	I	By Stock Award⁽¹⁾
Common Stock								7,000	I	By Stock Award II⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right-to-buy)	$17.74							09/17/2004⁽³⁾	09/17/2013	Common Stock	13,700		13,700	D
Stock Option (right-to-buy)	$17.74							09/17/2004⁽⁴⁾	09/17/2013	Common Stock	16,300		16,300	D
Stock Option (right-to-buy)	$18.75							11/06/2004⁽⁵⁾	11/06/2013	Common Stock	10,000		10,000	D
Stock Option (right-to-buy)	$17.86							03/02/2005⁽⁶⁾	03/02/2014	Common Stock	22,000		22,000	D

Explanation of Responses:

1. Stock Awards granted pursuant to the Northeast Pennsylvania Financial Corp. 2004 Stock Plan vest in three annual installments commencing on March 2, 2005.

2. Stock Awards granted pursuant to the Northeast Pennsylvania Financial Corp. 1998 Stock-Based Incentive Plan vest in three annual installments beginning on October 30, 2004.

3. Stock Options granted pursuant to the Northeast Pennsylvania Financial Corp. 1998 Stock Option Plan vest in three annual Installments commencing on September 17, 2004.

4. Stock Options granted pursuant to the Northeast Pennsylvania Financial Corp. 2000 Stock Option Plan vest in three annual Installments commencing on September 17, 2004.

5. Stock Options granted pursuant to the Northeast Pennsylvania Financial Corp. 2000 Stock Option Plan vest in three annual Installments commencing on November 6, 2004.

6. Stock Options granted pursuant to the Northeast Pennsylvania Financial Corp. 2000 Stock Option Plan vest in three annual installments commencing on March 2, 2005.

Remarks:

	/s/ Petro, Thomas M.	06/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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