Date of Report (Date of earliest event reported):           January 21, 2005           

(Exact Name of Registrant as Specified in its Charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
• Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
• Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. Rule 13e-4(c)).

The information contained herein, including the exhibit attached hereto, is furnished pursuant to Item 7.01 of this Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, the information in this report (including the exhibits hereto) are not to be incorporated by reference into any of the Company's filings with the Securities and Exchange Commission, whether filed prior to or after the furnishing of these certificates, regardless of any general or specific incorporation language in such filing.

The press release referred to under Item 7.01 above and filed as Exhibit 99.1 hereto included disclosure regarding the earnings and financial results of Northeast Bancorp for the second quarter ended December 31, 2004 and declaration of a dividend. The full text of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained herein, including the exhibit attached hereto, is furnished pursuant to Item 2.02 of this Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, the information in this report (including the exhibits hereto) are not to be incorporated by reference into any of the Company's filings with the Securities and Exchange Commission, whether filed prior to or after the furnishing of these certificates, regardless of any general or specific incorporation language in such filing.

[Rest of Page Intentionally Blank. Signature on Following Page.]

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.

AUBURN, Maine, (January 21, 2005) - Northeast Bancorp (AMEX: NBN) announced that earnings for the second quarter ended December 31, 2004 were $764,882 or $0.30 per diluted share; a decrease of $125,136 or 14.0% over earnings for the same period last year which were $890,018 or $0.34 per diluted share. The reduction in earnings for this 2^nd quarter reflects a write-down of unamortized issuance costs to account for the early redemption of an issue of trust preferred securities allowing the Company to take advantage of the current rate environment.

"Management's decision to refinance approximately $7.2 million of trust preferred securities issued in 1999 through the issuance of $10.0 million in new trust preferred securities at lower dividend rates resulted in a favorable rate reduction from 9.6% to 5.88% while securing additional capital to support future growth," said Jim Delamater, President and CEO. "As the markets strengthen management will continue to seek opportunities to take advantage of pricing and investment strategies that will be beneficial to the Company for the long term." The $10.0 million trust preferred securities transaction, previously reported on Form 8-K filed with the Securities and Exchange Commission, was completed on December 22, 2004. As part of this transaction, the Company wrote off all unamortized issuance costs associated with the 1999 issue, thereby creating a charge to earnings of approximately $392,000 before tax or $269,000 after tax impact.

Earnings for the six months ended December 31, 2004 were $1,720,997 or $0.67 per share compared to earnings for the same period last year which were $1,806,399 or $0.69 per share, a decrease of $85,402 or 5%. Loan growth continued strong at $9.5 million over last quarter and $61.5 million over this same period last year with total assets of $561 million as of December 31, 2004, a 1% increase over last quarter and a 13% increase over this time last year. The Company remains focused on gathering deposits with its deposit base growing an additional $3.0 million over last quarter and $22.8 million over the same period last year exclusive of brokered deposits.

"The Company continues to dedicate resources in a number of areas to improve both the product delivery infrastructure and to generate additional fee income. This quarter we completed a year-long project to successfully convert our Teller System for customer transaction processing with new hardware and software throughout our branches, resulting in improved efficiencies. We also began the migration and conversion of the Sargent Insurance Agency and its six offices, acquired in September 2004, onto the Company's network and database. Additionally, we implemented a new service fee structure to provide for increased deposit fees in areas where it made sense," continued Delamater.

Northeast Bancorp is the holding company for the Maine-based and independent Northeast Bank, founded in 1872. Northeast Bank, together with its wholly owned subsidiary, Northeast Financial Services, Inc. and other affiliations, provides retail and business customers with a broad array of financial services. Income is derived from a combination of traditional banking services and non-traditional financial products and services, including trust, investment, and insurance products (life, disability, property and casualty insurance). Employees utilize a "needs-based" consultative selling philosophy focused on understanding customers' financial goals and objectives to find the most appropriate product or service match.

Important information-Securities, annuities, and insurance products are not deposit products, not FDIC insured, are subject to investment risk, including the possible loss of principal, and are not an obligation of or guaranteed by the Bank. Customer access to securities is provided through Commonwealth Financial Network, Member NASD/SIPC.