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^*

KENNEDY THOMAS L

(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)
	Chair. of Board & Gen. Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2004

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	03/02/2004		A		2,000	A	$0	2,000	I	By Stock Award⁽¹⁾
Common Stock								86,933	D⁽²⁾
Common Stock								297	I	By 401(k) SERP
Common Stock								5,789	I	By Company 401(k)
Common Stock								7,791	I	By ESOP
Common Stock								797	I	By Self-Directed 401(k)
Common Stock								8,750	I	By Wife

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)	$17.86	03/02/2004		A		5,000		03/02/2005⁽³⁾	03/02/2014	Common Stock	5,000	$0	5,000	D
Non-Qualified Stock Option (right-to-buy)	$11.75							10/27/1999⁽⁴⁾	10/27/2008	Common Stock	144,616		144,616	D
Non-Qualified Stock Option (right-to-buy)	$10.37							11/16/2000⁽⁵⁾	11/16/2009	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right-to-buy)	$16.95							12/18/2001⁽⁶⁾	12/18/2011	Common Stock	2,650		2,650	D
Non-Qualified Stock Option (right-to-buy)	$15.44							01/28/2003⁽⁷⁾	01/28/2013	Common Stock	3,000		3,000	D

Explanation of Responses:

1. Stock Awards granted pursuant to the Northeast Pennsylvania Financial Corp. 1998 Stock-Based Incentive Plan vest in three annual installments beginning on March 2, 2005.

2. Since the reporting person's last report 9,715 shares previously held through Stock Award have vested and are now owned directly.

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

4. Non-Qualified Stock Options granted pursuant to the Northeast Pennsylvania Financial Corp. 1998 Stock-Based Incentive Plan are fully vested and exercisable.

5. Non-Qualified Stock Options granted pursuant to the Northeast Pennsylvania Financial Corp. 1998 Stock-Based Incentive Plan vest in five annual installments beginning on November 16, 2000.

6. Non-Qualified Stock Options granted pursuant to the Northeast Pennsylvania Financial Corp. 1998 Stock-Based Incentive Plan are fully vested and exercisable.

7. Non-Qualified Stock Options granted pursuant to the Northeast Pennsylvania Financial Corp. 2000 Stock Option Plan vest in two annual installments beginning on January 28, 2003.

Remarks:

	/s/ Kennedy, Thomas L.	03/03/2004
	** 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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