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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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 PA 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) 05/19/2005
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2005		D		88,933(1)	D	(2)	0.0000	D
Common Stock	05/19/2005		D		2,455(3)	D	(2)	0.0000	I	By 401(k) SERP
Common Stock	05/19/2005		D		7,637.048(3)	D	(2)	0.0000	I	By Company 401(k)
Common Stock	05/19/2005		D		10,475.21(3)	D	(2)	0.0000	I	By ESOP
Common Stock	05/19/2005		D		834(3)	D	(2)	0.0000	I	By Self-Directed 401(k)
Common Stock	05/19/2005		D		8,750	D	(2)	0.0000	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right-to-buy)	$11.75	05/19/2005		D			144,616	10/27/1999(4)	10/27/2008	Common Stock	144,616	$0	0	D
Non-Qualified Stock Option (right-to-buy)	$10.37	05/19/2005		D			7,500	11/16/2000(4)	11/16/2009	Common Stock	7,500	$0	0	D
Non-Qualified Stock Option (right-to-buy)	$16.95	05/19/2005		D			2,650	12/18/2001(4)	12/18/2011	Common Stock	2,650	$0	0	D
Non-Qualified Stock Option (right-to-buy)	$15.44	05/19/2005		D			3,000	01/28/2003(4)	01/28/2013	Common Stock	3,000	$0	0	D
Stock Option (right-to-buy)	$17.86	05/19/2005		D			5,000	03/02/2005(4)	03/02/2014	Common Stock	5,000	$0	0	D

Explanation of Responses:

1. Since the reporting person's last report 2,000 shares previously held through Stock Award have vested and are now owned directly.

2. Pursuant to the Agreement and Plan of Merger between KNBT Bancorp, Inc. and Northeast Pennsylvania Financial Corp., dated December 8, 2004, each share of Northeast Pennyslvania Financial Corp. common stock was exchanged for $23.00 in cash or shares of KNBT Bancorp, Inc. common stock, in accordance with the reporting person's election and the allocation and proration procedures contained in the Agreement and Plan of Merger.

3. This form reflects increases in beneficial ownership resulting from exempt acquisitions pursuant to Rule 16b-3(c).

4. Pursuant to the Agreement and Plan of Merger between KNBT Bancorp, Inc. and Northeast Pennsylvania Financial Corp., dated December 8, 2004, each option to purchase a share of Northeast Pennyslvania Financial Corp. common stock was converted into the right to receive a lump sum cash paymnent, subject to applicable withholding taxes, equal to $23.00 less the applicable exercise price of each option. All such options became fully vested and exercisable in connection with the change in control.

Remarks:

	/s/ Kennedy, Thomas L.	05/19/2005
	** 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).
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