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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from ______________ to _____________

Commission file number: 0-50876

	NAUGATUCK VALLEY FINANCIAL CORPORATION
	(Exact name of registrant as specified in its charter)

	UNITED STATES		65-1233977
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

333 CHURCH STREET, NAUGATUCK, CONNECTICUT		06770
(Address of principal executive offices)		(Zip Code)

	(203) 720-5000
	(Registrant’s telephone number, including area code)

	N/A
	(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o	Accelerated Filer o
Non-accelerated Filer o	Smaller Reporting Company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 11, 2010, there were 7,022,659 shares of the registrant’s common stock outstanding.

NAUGATUCK VALLEY FINANCIAL CORPORATION

Table of Contents

Part I. Financial Information			Page No.

	Item 1.	Financial Statements (Unaudited)

		Consolidated Statements of Financial Condition at March 31, 2010 and December 31, 2009	3

		Consolidated Statements of Income for the three months ended March 31, 2010 and 2009	4

		Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009	5

		Notes to Unaudited Consolidated Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

		Liquidity and Capital Resources	21

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

	Item 4.	Controls and Procedures	24


Part II. Other Information

	Item 1.	Legal Proceedings	24

	Item 1A.	Risk Factors	24

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

	Item 3.	Defaults Upon Senior Securities	25

	Item 4.	(Removed and Reserved)	25

	Item 5.	Other Information	25

	Item 6.	Exhibits	25

Signatures

Exhibits

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

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Consolidated Statements of Financial Condition

(In thousands, except share data)

	March 31, 2010			December 31, 2009
	(Unaudited)
ASSETS
Cash and due from depository institutions	$	4,740		$	9,003
Investment in federal funds		4,523			3,143
Investment securities available-for-sale, at fair value		40,432			37,623
Investment securities held-to-maturity, at amortized cost		1,373			1,451
Loans held for sale, at fair value		194			-
Loans receivable, net		480,841			473,304
Accrued income receivable		2,051			2,074
Foreclosed real estate, net		120			140
Premises and equipment, net		9,866			9,948
Bank owned life insurance		9,005			8,920
Federal Home Loan Bank stock, at cost		6,252			6,252
Other assets		4,818			5,097

Total assets	$	564,215		$	556,955


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits	$	388,077		$	380,931
Borrowed funds		120,933			118,984
Mortgagors' escrow accounts		2,620			4,888
Other liabilities		1,875			1,844

Total liabilities		513,505			506,647

Commitments and contingencies

Stockholders' equity
Preferred stock, $.01 par value; 1,000,000 shares authorized;
no shares issued or outstanding		-			-
Common stock, $.01 par value; 25,000,000 shares authorized;
7,604,375 shares issued, 7,022,659 shares outstanding at March
31, 2010 and 7,022,866 shares outstanding at December 31, 2009		76			76
Paid-in capital		33,814			33,756
Retained earnings		25,085			24,849
Unearned ESOP shares (193,735 shares at March 31, 2010
and December 31, 2009)		(1,937	)		(1,937	)
Unearned stock awards (31,640 shares at March 31, 2010
and 32,340 shares at December 31, 2009)		(347	)		(355	)
Treasury stock, at cost (583,549 shares at March 31, 2010
and 583,342 shares at December 31, 2009)		(6,134	)		(6,132	)
Accumulated other comprehensive gain (loss)		153			51

Total stockholders' equity		50,710			50,308

Total liabilities and stockholders' equity	$	564,215		$	556,955

See notes to consolidated financial statements.

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Consolidated Statements of Income

(In thousands, except per share data)

	Three Months Ended March 31,
	2010		2009
	(Unaudited)
Interest income
Interest on loans	$	6,684	$	6,378
Interest and dividends on investments and deposits		459		710
Total interest income		7,143		7,088

Interest expense
Interest on deposits		1,811		2,300
Interest on borrowed funds		804		1,115
Total interest expense		2,615		3,415

Net interest income		4,528		3,673

Provision for loan losses		809		285

Net interest income after provision for loan losses		3,719		3,388

Noninterest income
Fees for services related to deposit accounts		246		234
Fees for other services		165		125
Income from bank owned life insurance		84		84
Income from investment advisory services, net		41		56
Gain on investments		8		176
Other income		27		31
Total noninterest income		571		706

Noninterest expense
Compensation, taxes and benefits		2,075		1,884
Office occupancy		587		534
Computer processing		229		222
Directors compensation		216		199
FDIC insurance premiums		162		235
Advertising		73		55
Loss on foreclosed real estate, net		18		6
Other expenses		494		463
Total noninterest expense		3,854		3,598

Income before provision
for income taxes		436		496

Provision for income taxes		122		127

Net income	$	314	$	369

Earnings per common share - Basic and Diluted	$	0.05	$	0.05

See notes to consolidated financial statements.

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Consolidated Statements of Cash Flows (In thousands)

	Three Months Ended March 31,
	2010			2009
Cash flows from operating activities	(Unaudited)
Net income	$	314		$	369
Adjustments to reconcile net income to cash provided by operating activities:
Provision for loan losses		809			285
Depreciation and amortization expense		197			218
Net amortization from investments		8			14
Amortization of intangible assets		8			8
Stock-based compensation		169			165
Gain on sale of investments		(8	)		(176	)
Net change in:
Accrued income receivable		23			125
Deferred loan fees		(46	)		19
Cash surrender value of life insurance		(84	)		(83	)
Other assets		210			(86	)
Other liabilities		(72	)		97
Net cash provided by operating activities		1,528			955
Cash flows from investing activities
Proceeds from maturities and repayments of available-for-sale securities		1,578			2,152
Proceeds from sale of available-for-sale securities		1,982			10,508
Proceeds from maturities of held-to-maturity securities		75			-
Purchase of available-for-sale securities		(6,204	)		-
Loan originations net of principal payments		(8,614	)		(8,563	)
Purchase of property and equipment		(115	)		(38	)
Proceeds from the sale of other real estate owned		140			-
Net cash provided (used) by investing activities		(11,158	)		4,059
Cash flows from financing activities
Net change in time deposits		3,065			7,755
Net change in other deposit accounts		4,081			8,941
Net change in mortgagors' escrow deposits		(2,268	)		(2,029	)
Advances from Federal Home Loan Bank		3,000			-
Repayment of advances from Federal Home Loan Bank		(8,782	)		(11,275	)
Change in short term borrowings		-			(1,340	)
Net change in repurchase agreements		7,731			3,029
Treasury stock acquired		(1	)		-
Dividends paid to stockholders		(79	)		(158	)
Net cash provided by financing activities		6,747			4,923
Net change in cash and cash equivalents		(2,883	)		9,937
Cash and cash equivalents at beginning of period		12,146			8,247
Cash and cash equivalents at end of period	$	9,263		$	18,184
Cash paid during the period for:
Interest	$	2,607		$	3,042
Income taxes		1			226
Non-cash transactions:
Transfer of loans to foreclosed real estate	$	120		$	223

See notes to consolidated financial statements.

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Notes to Consolidated Financial Statements

NOTE 1 – NATURE OF OPERATIONS

Naugatuck Valley Financial Corporation (the “Company”) was organized as a federal corporation at the direction of Naugatuck Valley Savings and Loan (the “Bank”) in connection with the mutual holding company reorganization of Naugatuck Valley Savings. The reorganization and initial public offering of Naugatuck Valley Financial was completed on September 30, 2004. In the offering, Naugatuck Valley Financial issued a majority of its outstanding shares of common stock to Naugatuck Valley Mutual Holding Company, the mutual holding company parent of the Bank. As long as Naugatuck Valley Mutual exists, it will own at least a majority of Naugatuck Valley Financial Corporation’s common stock.

Originally organized in 1922, the Bank is a federally chartered stock savings bank which is headquartered in Naugatuck, Connecticut. The Bank provides a full range of personal banking services to individual and small business customers located primarily in the Naugatuck Valley and the immediate surrounding vicinity. It is subject to competition from other financial institutions throughout the region. The Bank is also subject to the regulations of various federal agencies and undergoes periodic examinations by those regulatory authorities.

The Bank owns the Naugatuck Valley Mortgage Servicing Corporation, which qualifies and operates as a Connecticut passive investment company pursuant to legislation.

Planned acquisition and conversion. On February 23, 2010, the Company announced it had entered into a definitive agreement to acquire Southern Connecticut Bancorp, Inc (“SCBI”), the holding company for The Bank of Southern Connecticut. The Company also announced its mutual holding company parent, Naugatuck Valley Mutual Holding Company has adopted a Plan of Conversion and Reorganization to convert to a stock holding company by selling to the public its approximate 60% ownership interest in the Company in a transaction commonly referred to as a second step conversion. The completion of the acquisition of SCBI is contingent on the completion of the second step conversion. In addition to the completion of the second step conversion, the acquisition is contingent on the receipt of regulatory approvals, the approval of SCBI's stockholders and other customary conditions. The acquisition is expected to be completed in the third calendar quarter of 2010.

The acquisition is expected to occur immediately following the completion of the second step conversion. Upon completion of the conversion, Naugatuck Valley Savings and Loan will become the wholly-owned subsidiary of a new stock holding company (“Newco”). It is expected that Newco will retain the name “Naugatuck Valley Financial Corporation”.

As a result of the acquisition, SCBI will merge with and into Newco, with Newco as the surviving entity. SCBI shareholders will be able to elect to receive cash, shares of Newco common stock, or a combination of cash and stock, subject to proration, if necessary, to assure that 50% of SCBI's outstanding shares are exchanged for Newco common stock and the remainder are exchanged for cash. The exchange ratio for determining the number of shares of Newco common stock to be exchanged for each share of SCBI common stock will equal $7.25 divided by the initial offering price per share to be established for Newco's common stock in the second step conversion offering. SCBI stockholders who elect to receive stock are not expected to be subject to federal income tax on their receipt of Newco common stock. As part of the transaction, The Bank of Southern Connecticut will merge with and into Naugatuck Valley Savings and Loan, with Naugatuck Savings and Loan as the surviving entity. Naugatuck Valley Savings and Loan intends to continue to operate the four acquired banking offices of The Bank of Southern Connecticut, which are located in New Haven (two offices), Branford and North Haven, Connecticut, under the name "The Bank of Southern Connecticut."

Information, including details of the stock offering and detailed business and financial information about Newco, NVFC and SCBI, will be provided in a prospectus and proxy statement when the stock offering commences, which is expected to occur late in the second or early in the third calendar quarter of 2010.

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NOTE 2 - BASIS OF PRESENTATION

The accompanying consolidated interim financial statements are unaudited and include the accounts of the Company, the Bank, and the Bank’s wholly owned subsidiary, Naugatuck Valley Mortgage Servicing Corporation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to SEC Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. All significant intercompany accounts and transactions have been eliminated in the consolidation. These financial statements reflect, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position and the results of its operations and its cash flows for the periods presented.

In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet, and income and expenses for the period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for losses on loans, the valuation of real estate acquired in connection with foreclosure or in satisfaction of loans, and the valuation of certain investment securities. While management uses available information to recognize losses and properly value these assets, future adjustments may be necessary based on changes in economic conditions both in Connecticut and nationally.

Management has evaluated subsequent events for potential recognition or disclosure in the financial statements. No subsequent events were identified that would have required a change to the financial statements or disclosure in the notes to the financial statements.

Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.

These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

Certain reclassifications have been made to prior period financial statements to conform to the March 31, 2010 financial statement presentation. These reclassifications only changed the reporting categories but did not affect our results of operations or financial position.

NOTE 3 - CRITICAL ACCOUNTING POLICIES

The Company considers accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies. The Company considers the following to be critical accounting policies: other-than-temporary impairment, allowance for loan losses and deferred income taxes.

Other-than-temporary impairment. Each quarter, the Company reviews its investment portfolio to determine whether unrealized losses are temporary, based on an evaluation of the creditworthiness of the issuers/guarantors as well as the underlying collateral, if applicable, as well as the continuing performance of the securities. Management also evaluates other facts and circumstances that may be indicative of an other-than-temporary impairment condition. This includes, but is not limited to, an evaluation of the type of security and length of time and extent to which the fair value has been less than cost as well as certain collateral related characteristics.

Allowance for Loan Losses. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Management reviews the level of the allowance on a quarterly basis, at a minimum, and establishes the provision for loan losses based on the composition of the loan portfolio, delinquency levels, loss experience, economic conditions, and other factors related to the collectability of the loan portfolio.

Although the Company believes that it uses the best information available to establish the allowance for loan losses, future additions to the allowance may be necessary based on estimates that are susceptible to change as a result of changes in economic conditions and other factors. The Company engages an independent review of its commercial loan portfolio at least annually and adjusts its loan ratings based upon this review. In addition, the Company’s regulatory authorities, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such an agency may require the Company to recognize adjustments to the allowance based on its judgments about information available to it at the time of its examination.

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Deferred Income Taxes. The Company accounts for certain income and expense items differently for financial reporting purposes than for income tax purposes. Provisions for deferred taxes are being made in recognition of these temporary differences. It is the Company's policy to recognize interest and penalties related to unrecognized tax liabilities within income tax expense in the consolidated statements of income.

NOTE 4 — Accounting Standards Updates

In 2010, the FASB issued authoritative guidance expanding disclosures related to fair value measurements including (i) the amounts of significant transfers of assets or liabilities between Levels 1 and 2 of the fair value hierarchy and the reasons for the transfers, (ii) the reasons for transfers of assets or liabilities in or out of Level 3 of the fair value hierarchy, with significant transfers disclosed separately, (iii) the policy for determining when transfers between levels of the fair value hierarchy are recognized and (iv) for recurring fair value measurements of assets and liabilities in Level 3 of the fair value hierarchy, a gross presentation of information about purchases, sales, issuances and settlements. The new guidance further clarifies that (i) fair value measurement disclosures should be provided for each class of assets and liabilities (rather than major category), which would generally be a subset of assets or liabilities within a line item in the statement of financial position and (ii) disclosures should be provided about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for each class of assets and liabilities included in Levels 2 and 3 of the fair value hierarchy. The disclosures related to the gross presentation of purchases, sales, issuances and settlements of assets and liabilities included in Level 3 of the fair value hierarchy will be required beginning January 1, 2011. The remaining disclosure requirements and clarifications made by the new guidance became effective on January 1, 2010.

In February, 2010, the FASB issued ASU No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. This update amends the guidance to remove the requirement for SEC filers to disclose the date through which subsequent events have been evaluated. SEC filers must continue to evaluate subsequent events through the date the financial statements are issued. The amendment was effective and has been adopted by the Company upon issuance.

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NOTE 5 – INVESTMENT SECURITIES

At March 31, 2010, the composition of the investment portfolio was:

	Amortized		Gross Unrealized					Fair
(In thousands)	Cost Basis		Gains		Losses			Value
Available-for-sale securities:
U.S. government and agency obligations	$	1,527	$	60	$	-		$	1,587
Corporate bonds		1,000		-		(267	)		733
Mortgage-backed securities		26,176		1,061		(21	)		27,216
Collateralized mortgage obligations		3,125		-		(97	)		3,028
Total debt securities		31,828		1,121		(385	)		32,564
Auction-rate trust preferred securities		8,200		-		(332	)		7,868

Total available-for-sale securities	$	40,028	$	1,121	$	(717	)	$	40,432

	Amortized		Gross Unrealized				Fair
(In thousands)	Cost Basis		Gains		Losses		Value
Held-to-maturity securities:
Mortgage-backed securities		1,373		25		-		1,398

Total held-to-maturity securities	$	1,373	$	25	$	-	$	1,398

At December 31, 2009, the composition of the investment portfolio was:

	Amortized		Gross Unrealized					Fair
(In thousands)	Cost Basis		Gains		Losses			Value
Available-for-sale securities:
U.S. government and agency obligations	$	1,529	$	54	$	-		$	1,583
Corporate bonds		1,000		-		(340	)		660
Mortgage-backed securities		23,561		939		-			24,500
Collateralized mortgage obligations		3,091		13		(104	)		3,000
Total debt securities		29,181		1,006		(444	)		29,743
Auction-rate trust preferred securities		8,200		-		(320	)		7,880

Total available-for-sale securities	$	37,381	$	1,006	$	(764	)	$	37,623

	Amortized		Gross Unrealized				Fair
(In thousands)	Cost Basis		Gains		Losses		Value
Held-to-maturity securities:
U.S. government and agency obligations		1,451		24		-		1,475

Total held-to-maturity securities	$	1,451	$	24	$	-	$	1,475

The Company has identified investment securities in which the fair value of the security is less than the cost of the security. This can be from an increase in interest rates since the time of purchase or from deterioration in the credit quality of the issuer. All investment securities which have unrealized losses have undergone an internal impairment review.

Management’s review for impairment generally entails identification and analysis of individual investments that have fair values less than amortized cost, including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period; discussion of evidential matter, including an evaluation of factors or triggers that could cause individual investments to qualify as having other-than-temporary impairment and those that would not support other-than-temporary impairment; and documentation of the results of these analyses. As a result of the reviews, management has determined that there has been no deterioration in credit quality subsequent to purchase, and believes that these unrealized losses are temporary and are the result of changes in market interest rates and market conditions over the past several years.

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At March 31, 2010, these securities had an aggregate fair value of $9.9 million which resulted in an unrealized loss of $717,000 as compared to an aggregate fair value of $3.4 million with an unrealized loss of $764,000 at December 31, 2009.

NOTE 6 – LOANS RECEIVABLE

A summary of loans receivable at March 31, 2010 and December 31, 2009 is as follows:

(In thousands)	March 31, 2010		December 31, 2009

Real estate loans:
One-to-four family	$	230,913	$	229,693
Construction		35,318		46,298
Multi-family and commercial real estate		153,159		134,931
Total real estate loans		419,390		410,922

Commercial business loans		30,278		31,325
Consumer loans:
Savings accounts		2,585		1,113
Personal		207		256
Automobile		203		230
Home equity		36,161		37,276
Total consumer loans		39,156		38,875
Totals loans		488,824		481,122

Less:
Allowance for loan losses		4,795		3,996
Undisbursed construction loans		2,687		3,336
Deferred loan origination fees		501		486
Loans receivable, net	$	480,841	$	473,304

Nonperforming loans totaled $11.2 million at March 31, 2010 and $6.0 million at December 31, 2009. These loans, primarily delinquent 90 days or more, were accounted for on a nonaccrual basis. The amount of income that was contractually due but not recognized on nonperforming loans totaled $421,000 for the quarter ended March 31, 2010 and $328,000 for the year ended December 31, 2009.

At March 31, 2010, the Bank had $7.9 million of loans which were considered to be impaired, with an allocated allowance of $601,000, compared to $744,000 of such loans at December 31, 2009 with an allowance of $98,000. The increase is primarily due to five commercial loans secured by real estate, two residential mortgage loans and one home equity loan which were classified during the period.

Transactions in the allowance for loan losses account were as follows for the periods indicated:

(In thousands)	Three months ended March 31, 2010			For the year ended December 31, 2009

Balance at beginning of year	$	3,996		$	2,869
Provision for loan losses		809			1,144
Charge-offs		(10	)		(18	)
Recoveries		-			1

Balance at end of period	$	4,795		$	3,996

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NOTE 7 - EARNINGS PER SHARE

Basic net income per common share is calculated by dividing the net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per common share is computed in a manner similar to basic net income per common share except that the weighted-average number of common shares outstanding is increased to include the incremental common shares (as computed using the treasury stock method) that would have been outstanding if all potentially dilutive common stock equivalents were issued during the period. The Company's common stock equivalents are comprised of stock options and restricted stock awards. Anti-dilutive shares are common stock equivalents with weighted-average exercise prices in excess of the weighted-average market value for the periods presented. For each of the three months ended March 31, 2010 and 2009, anti-dilutive options excluded from the calculations totaled 345,930 options (with an exercise price of $11.10) and 7,500 options (with an exercise price of $12.49). Unallocated common shares held by the ESOP are not included in the weighted-average number of common shares outstanding for purposes of calculating either basic or diluted net income per common share.

	Three Months Ended March 31,
	2010		2009

Net income	$	314,000	$	369,000

Weighted-average common shares outstanding:
Basic		6,829,108		6,813,263
Effect of dilutive stock options
and restrictive stock awards		-		-
Diluted		6,829,108		6,813,263

Net income per common share:
Basic	$	0.05	$	0.05
Diluted	$	0.05	$	0.05

NOTE 8 - COMPREHENSIVE INCOME

Comprehensive income is net income adjusted for any changes in equity from non-owner sources that are not recorded in the income statement (such as changes in the net unrealized gain/loss on available-for-sale securities). The purpose of reporting comprehensive income is to provide a measure of all changes in equity that result from recognized transactions and other economic events of the period other than transactions with owners in their capacity as owners. The Company’s sole source of other comprehensive income is the net unrealized gain on its available-for-sale securities.

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	Three Months Ended March 31,
	2010			2009
	(In thousands)

Net income	$	314		$	369

Other comprehensive income:
Unrealized gain on securities available-for-sale		169			2,015
Reclassification adjustment for gains
realized in net income		(8	)		(176	)

Other comprehensive income before tax effect		161			1,839

Income tax expense related to items of other
comprehensive income		59			44

Other comprehensive income net of tax effect		102			1,795

Total comprehensive income	$	416		$	2,164

NOTE 9 - EQUITY INCENTIVE PLAN

Under the Naugatuck Valley Financial Corporation 2005 Equity Incentive Plan (the “Incentive Plan”), the Company may grant up to 372,614 stock options and 149,045 shares of restricted stock to its employees, officers and directors for an aggregate amount of up to 521,659 shares of the Company’s common stock for issuance upon the grant or exercise of awards. Both incentive stock options and non-statutory stock options may be granted under the Incentive Plan.

The amounts and terms of the awards granted under the Incentive Plan are summarized in the following table.

	Grant date
	July 26, 2008		December 18, 2007		March 20, 2007		March 21, 2006		July 26, 2005

Option awards
Awarded		1,000		2,000		7,500		6,500		354,580
Exercise price	$	11.10	$	11.10	$	12.49	$	11.10	$	11.10
Maximum term		10		10		10		10		10
Restricted stock awards
Awarded		1,000		3,000		2,000		1,500		139,712

To date, stock option awards have been granted with an exercise price equal to the higher of the market price of the Company’s stock at the date of grant or $11.10, which was the market price of the Company’s stock at the date stock option awards were initially granted under the Incentive Plan. Both stock options and restricted stock awards vest at 20% per year beginning on the first anniversary of the date of grant.

Stock options and restricted stock awards are considered common stock equivalents for the purpose of computing earnings per share on a diluted basis.

The Company is recording share-based compensation expense related to outstanding stock option and restricted stock awards based upon the fair value at the date of grant over the vesting period of such awards on a straight-line basis. The fair value of each restricted stock allocation, based on the market price at the date of grant, is recorded to unearned stock awards. Compensation expenses related to unearned restricted shares are amortized to compensation, taxes and benefits expense over the vesting period of the restricted stock awards. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing method as described below. The Company recorded share-based compensation expense of $138,940 for the three months ended March 31, 2010, compared to $135,880 for the three months ended March 31, 2009, in connection with the stock option and restricted stock awards.

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The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing method which includes several assumptions such as volatility, expected dividends, expected term and risk-free rate for each stock option award. In determining the expected term of the option awards, the Company elected to follow the simplified method as permitted by the SEC Staff Accounting Bulletin 107. Under this method, the Company has estimated the expected term of the options as being equal to the average of the vesting term plus the original contractual term. The Company estimated its volatility using the historical volatility of other, similar companies during a period of time equal to the expected life of the options. The risk-free rate for the periods within the contractual life of the options is based upon the U.S. Treasury yield curve in effect at the time of grant. Assumptions used to determine the weighted-average fair value of stock options granted were as follows:


Grant date	July 26, 2008			December 18, 2007			March 20, 2007			March 21, 2006			July 26, 2005

Dividend yield		2.74	%		2.20	%		1.60	%		1.89	%		1.44	%
Expected volatility		13.40	%		11.00	%		10.49	%		11.20	%		11.47	%
Risk-free rate		3.56	%		3.63	%		4.48	%		4.61	%		4.18	%
Expected life in years		6.5			6.5			6.5			6.5			6.5

Weighted average fair value
of options at grant date	$	1.51		$	1.18		$	2.55		$	2.25		$	2.47

NOTE 10 - DIVIDENDS

On January 19, 2010, the Company's Board of Directors declared a cash dividend of $0.03 per outstanding common share, which was paid on March 2, 2010, to stockholders of record as of the close of business on February 5, 2010.

Naugatuck Valley Mutual Holding Company, the Company's mutual holding company and majority stockholder, waived receipt of its dividend upon non-objection from the Office of Thrift Supervision ("OTS").

NOTE 11 – FAIR VALUE

The following is a summary of the carrying value and estimated fair value of the Company’s significant financial instruments as of March 31, 2010 and December 31, 2009:

	March 31, 2010				December 31, 2009
(In thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value

Financial Assets
Cash and cash equivalents	$	9,263	$	9,263	$	12,146	$	12,146
Investment securities available for sale		40,432		40,432		37,623		37,623
Investment securities held-to-maturity		1,373		1,398		1,451		1,475
Loans held for sale		194		194		-		-
Loans receivable, net		480,841		486,839		473,304		476,665
Accrued income receivable		2,051		2,051		2,074		2,074

Financial Liabilities
Deposits	$	388,077	$	378,850	$	380,931	$	379,176
Borrowed funds		120,933		121,983		118,984		120,719
Mortgagors' escrow accounts		2,620		2,620		4,888		4,888

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values:

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Level 1 — Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 — Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company uses the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Available-for-sale securities: Available-for-sale securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. The Company’s available-for-sale securities that are traded on an active exchange, such as the New York Stock Exchange, are classified as Level 1. Available-for-sale securities valued using matrix pricing are classified as Level 2. The Company’s investment in auction-rate trust preferred securities are classified as Level 3, as discussed below.

Auction-rate trust preferred securities: The Company owns approximately $8.2 million par-value of auction-rate trust preferred securities (“ARP”). These securities were originally purchased by the Company because they represented highly liquid, tax-preferred investments secured by preferred stock issued by high-quality, investment grade companies, generally other financial institutions (“collateral preferred shares”). The ARP shares, or certificates, purchased by the Company are Class A certificates, which, among other rights, entitles the holder to priority claim on dividends paid into the trust holding the preferred shares.

The trusts which issued the ARP certificates own various callable preferred shares of stock issued by a single entity. In addition to the call dates for redemption established by the collateral preferred shares, each trust has a maturity date upon which the trust itself will terminate, and the value of the remaining collateral preferred shares will be distributed to the owners of the trust certificates. The value of the remaining collateral preferred shares is not guaranteed, and may be more or less than the stated par value of the collateral preferred shares, and is dependent on the market value of those collateral preferred share on the date of the trust’s maturity.

The Company uses a discounted cash flow model to determine the value of its investments in the ARPs. The valuation model is based upon the expected value of the collateral preferred shares, either at call dates or the maturity date of the trust, the credit rating of the issuer of the preferred shares, the expected yield during the holding period and current rates for U.S. Treasury securities matching the expected remaining term of the trust. The expected value of the collateral preferred shares (either when called or upon maturity of the trust) is assumed to range between current market prices and par. The resulting discounted cash flows for each of the ARPs indicated little to no impairment in the fair value of the securities.

Residential loans held for sale: The fair value of loans held for sale is determined using quoted prices for a similar asset, adjusted for specific attributes of that loan (Level 2).

Assets and liabilities measured at fair value, including financial assets and liabilities for which the Company has elected the fair value option, are summarized below:

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	March 31, 2010 Carrying Value
(In thousands)	Level 1		Level 2		Level 3		Total

Assets measured at fair value on a recurring basis:
Available-for-sale investment securities	$	-	$	32,564	$	7,868	$	40,432
Residential loans held for sale		-		194		-		194

Assets measured at fair value on a non-recurring basis:
Impaired loans		-		7,234		18		7,252
Real estate owned		-		-		120		120

There were no significant transfers of assets between Levels 1, 2 or 3 of the fair value hierarchy during the three months ended March 31, 2010. In addition, there were no purchases, sales, issuances or settlements of assets classified as Level 3 in the fair value hierarchy during the same period.

Impaired loans are carried at fair value. Collateral dependent loans and real estate owned are considered Level 3, as the fair value is based on an appraisal prepared using observable inputs. Non-collateral dependent loans are measured using a discounted cash flow technique and are considered to be Level 3 estimates.

The following is a further description of the principal valuation methods used by the Company to estimate the fair values of its financial instruments.

Cash and cash equivalents - The carrying amounts reported in the statement of financial condition approximate fair value of these assets.

Loans receivable - For variable rate loans that reprice frequently and without significant change in credit risk, fair values are based on carrying values. The fair value of other loans are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The fair value of nonaccrual loans was estimated using the estimated fair values of the underlying collateral.

Accrued income receivable - The carrying amounts reported in the statement of financial condition approximate these assets' fair value.

Deposits liabilities - The fair values of non-interest-bearing demand and savings deposits are, by definition, equal to the amount payable on demand at the reporting date, i.e., their carrying amounts. Fair values for time certificates of deposit are estimated using a discounted cash flow technique that applies interest rates currently being offered to a schedule of aggregated expected monthly maturities on time deposits.

Borrowed Funds - Fair values are estimated using discounted cash flow analyses based on the Bank's current incremental borrowing rates for similar types of borrowing arrangements.

Mortgagors’ escrow accounts – The carrying amounts reported in the statement of financial condition approximate the fair value of the mortgagors’ escrow accounts.

Financial instruments recorded using the fair value option

Under GAAP, the Company may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in net income. After the initial adoption, the election is made upon the acquisition of an eligible financial asset, financial liability or firm commitment or when certain specified reconsideration events occur. The fair value election may not be revoked once an election is made. The Company has elected the fair value option prospectively for residential loans held for sale.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This discussion should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2009 included in the Company’s Annual Report on Form 10-K.

Forward-Looking Statements

This report contains forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to, changes in interest rates, national and regional economic conditions, legislative and regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality and composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area, changes in real estate market values in the Company’s market area, and changes in relevant accounting principles and guidelines. Additional factors are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 under “Item 1A. Risk Factors”. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Comparison of Financial Condition at March 31, 2010 and December 31, 2009

Total assets increased by $7.2 million, or 1.3%, to $564.2 million during the period from December 31, 2009 to March 31, 2010, primarily due to an increase of $7.7 million in loans and an increase of $2.7 million in investments, partially offset by a decrease in cash and cash equivalents of $2.9 million. The increase in loans primarily reflects an increase of $18.2 million in multi-family and commercial real estate loans, an increase of $1.4 million in residential mortgages, partially offset by a decrease of $11.0 million in construction loans and a decrease of $1.0 million in commercial business loans. These increases were primarily funded by increases in deposits and borrowings. While the largest segment of the loan portfolio is residential mortgages, the Bank continues to grow its multi-family and commercial real estate portfolio.

Total liabilities were $513.5 million at March 31, 2010 compared to $506.6 million at December 31, 2009. Deposits at March 31, 2010 increased $7.1 million, or 1.9%, over December 31, 2009. Borrowed funds, including advances from the Federal Home Loan Bank of Boston and reverse repurchase agreements, increased $1.9 million, from $119.0 million at December 31, 2009 to $120.9 million at March 31, 2010. The increases in deposits and borrowings were used primarily to fund the growth in loans and investments.

Total stockholders’ equity increased $402,000, from $50.3 million at December 31, 2009 to $50.7 million at March 31, 2010. The increase in stockholders’ equity was primarily due to net income of $314,000 for the three month period, a net decrease to the unrealized loss on available-for-sale securities of $102,000, and $66,000 in capital adjustments related to the Company’s 2005 Equity Incentive Plan, partially offset by dividends of $79,000 paid to stockholders.

Comparison of Operating Results For the Three Months Ended March 31, 2010 and 2009

General. For the three months ended March 31, 2010, the Company recorded net income of $314,000 compared to net income of $369,000 for the three months ended March 31, 2009. The decrease was primarily due to a higher loan loss provision, lower noninterest income and higher noninterest expense, partially offset by a higher level of net interest income over the prior period.

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Net Interest Income. Net interest income increased $855,000, or 23.3%, to $4.5 million for the three months ended March 31, 2010. The increase in net interest income for the period resulted from a $800,000, or 23.4%, decrease in total interest expense, combined with a $55,000, or 0.8%, increase in interest income. The Company experienced an increase in the average balances of interest earning assets of 2.6% in the three month period, while the average rate earned on these assets decreased by 10 basis points. The increase in interest earning assets is attributed primarily to an increase in the loan portfolio. The average balance in the loan portfolio increased by 9.3% in the three month period, primarily in the commercial mortgage and residential mortgage portfolios. The Company experienced a decrease in the average balance of investment securities of 33.1%, due to the sale of a portion of our mortgage backed securities portfolio during the third quarter of 2009, combined with increasing prepayment speeds on mortgage backed securities.

Interest expense decreased by $800,000, or 23.4% for the three months ended March 31, 2010, due to a reduction of 70 basis points in the average cost of interest bearing liabilities, from 2.76% to 2.06%. The decrease in the average cost of interest bearing liabilities, due primarily to the decreasing rate environment, was partially offset by a $13.0 million increase in the average balance. The average balance of interest-bearing deposits increased by $7.1 million, or 1.9% and the average balance of borrowed funds increased by $5.9 million, or 5.1% over this period.

The following table summarizes changes in interest income and interest expense for the three months ended March 31, 2010 and 2009.

	Three Months Ended March 31,
	2010		2009		% Change
	(Dollars in thousands)
Interest income:
Loans	$	6,684	$	6,378		4.80	%
Fed Funds sold		1		3		(66.67	) %
Investment securities		458		707		(35.22	) %
Total interest income		7,143		7,088		0.78	%
Interest expense:
Certificate accounts		1,658		2,096		(20.90	) %
Regular savings accounts		85		96		(11.46	) %
Checking and NOW accounts		11		12		(8.33	) %
Money market savings accounts		57		96		(40.63	) %
Total interest-bearing deposits		1,811		2,300		(21.26	) %
FHLB advances		772		1,105		(30.14	) %
Other borrowings		32		10		220.00	%
Total interest expense		2,615		3,415		(23.43	) %
Net interest income	$	4,528	$	3,673		23.28	%

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The following table summarizes average balances and average yields and costs for the three months ended March 31, 2010 and 2009.

	Three Months Ended March 31,
	2010					2009
	Average Balance		Yield/ Cost			Average Balance		Yield/ Cost
	(Dollars in thousands)

Interest-earning assets
Loans	$	475,011		5.63	%	$	434,724		5.87	%
Fed Funds sold		4,128		0.10	%		11,444		0.10	%
Investment securities		39,873		4.59	%		59,580		4.75	%
Federal Home Loan Bank stock		6,252		0.00	%		6,252		0.00	%

Total interest-earning assets	$	525,264		5.44	%	$	512,000		5.54	%

Interest-bearing liabilities
Certificate accounts	$	233,657		2.84	%	$	240,824		3.48	%
Regular savings accounts & escrow		68,421		0.50	%		53,515		0.72	%
Checking and NOW accounts		56,269		0.08	%		57,643		0.08	%
Money market savings accounts		25,881		0.88	%		25,137		1.53	%

Total interest-bearing deposits		384,228		1.89	%		377,119		2.44	%
FHLB advances		109,895		2.81	%		115,332		3.83	%
Other borrowings		13,170		0.97	%		1,784		2.24	%

Total interest-bearing liabilities	$	507,293		2.06	%	$	494,235		2.76	%

Allowance for Loan Losses and Asset Quality. The allowance for loan losses is a valuation allowance for the probable losses inherent in the loan portfolio. We evaluate the need to establish allowances against losses on loans on a quarterly basis, or more often if warranted. When additional allowances are needed a provision for loan losses is charged against earnings. The recommendations for increases or decreases to the allowance are presented by management to the Board of Directors on a quarterly basis, or more often if warranted. The methodology for assessing the appropriateness of the allowance for loan losses consists of the following process:

On a quarterly basis, or more often if warranted, management analyzes the loan portfolio. For individually evaluated loans that are considered impaired, a reserve will be established based on either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or for loans that are considered collateral dependant, the fair value of the collateral. A loan is considered impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due under the contractual term of the loan agreement.

All other loans, including loans that are individually evaluated but not considered impaired, are segregated into groups based on similar risk factors. Each of these groups is then evaluated based on several factors to estimate credit losses. Management will determine for each category of loans with similar risk characteristics the historical loss rate. Historical loss rates provide a reasonable starting point for the Bank’s analysis but analysis and trends in losses do not form a sufficient basis to determine the appropriate level of the loan loss reserve. Management also considers qualitative and environmental factors likely to cause losses. These factors include but are not limited to: changes in the amount and severity of past due, non-accrual and adversely classified loans; changes in local, regional, and national economic conditions that will affect the collectibility of the portfolio; changes in the nature and volume of loans in the portfolio; changes in concentrations of credit, lending area, industry concentrations, or types of borrowers; changes in lending policies, procedures, competition, management, portfolio mix, competition, pricing, loan to value trends, extension and modification requests; and loan quality trends. This analysis establishes factors that are applied to each of the segregated groups of loans to determine an acceptable level of loan loss reserve.

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In addition, we engage an independent consultant to review our commercial loan portfolio and consider recommendations based on their review of specific credits in the portfolio for classifying and monitoring these loans.

Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. In addition, because further events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that increases will not be necessary should the quality of any loans deteriorate as a result of the factors discussed above.

Furthermore, while we believe we have established our allowance for loan losses in conformity with generally accepted accounting principles, there can be no assurance that regulators, in reviewing our loan portfolio during their examination process, will not request us to increase our allowance for loan losses based on information available to them at the time of their examination and their judgment, which may differ from ours.

Any material increase in the allowance for loan losses may adversely affect our financial condition and results of operations.

The following table summarizes the activity in the allowance for loan losses and provision for loan losses for the three months ended March 31, 2010 and 2009.

	Three Months Ended March 31,
	2010			2009
	(In thousands)
Allowance at beginning of period	$	3,996		$	2,869
Provision for loan losses		809			285

Charge-offs		(10	)		(11	)
Recoveries		-			-
Net recoveries (charge-offs)		(10	)		(11	)
Allowance at end of period	$	4,795		$	3,143

The Company recorded a provision for loan losses of $809,000 for the three month period ended March 31, 2010, compared to $285,000 for the same 2009 period. The increase in the provision in the 2010 period was due primarily to the allocation of a specific reserve of $325,000 for one commercial real estate loan based primarily on the results of a recent independent appraisal of the collateral property. An increase in non-performing and classified loans, the growth of the total loan portfolio, a change in the mix of the portfolio towards commercial real estate loans which are generally inherently riskier than one-to-four family loans, and general economic conditions also contributed to the increased provision. The charge-off in the 2010 period was due to a write down of the value of a property taken as a deed-in-lieu of foreclosure.

The following table provides information with respect to the Company’s nonperforming assets at the dates indicated. The Company modified the terms of two commercial loans totaling $85,000 and two residential mortgages totaling $632,000, during the quarter ended March 31, 2010. These loans have been performing under the new terms since the date of modification. The Company did not have any accruing loans past due 90 days or more at the dates presented.

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	At March 31, 2010			At December 31, 2009			% Change
	(Dollars in thousands)
Nonaccrual loans	$	9,960		$	6,000			66.00	%
Troubled debt restructurings		1,190			-			N/A
Real estate owned		120			140			N/A
Total nonperforming assets	$	11,270		$	6,140			83.55	%

Total nonperforming loans to total loans		2.30	%		1.26	%		82.54	%

Total nonperforming loans to total assets		1.98	%		1.08	%		83.33	%

Total nonperforming assets to total assets		2.00	%		1.10	%		81.82	%

Non-performing loans totaled $11.2 million at March 31, 2010 compared to $6.0 million at December 31, 2009. The increase was primarily the result of the placing of two commercial mortgage relationships totaling $4.2 million on non-accrual status. Management is working with the borrowers to return the loans to accrual status.

Noninterest Income. The following table summarizes noninterest income for the three months ended March 31, 2010 and 2009.

	Three Months Ended March 31,
	2010		2009		% Change
	(Dollars in thousands)
Fees for services related to deposit accounts	$	246	$	234		5.13	%
Fees for other services		165		125		32.00	%
Income from bank owned life insurance		84		84		-	%
Income from investment advisory services, net		41		56		(26.79	) %
Gain on investments		8		176		(95.45	) %
Other income		27		31		(12.90	) %
Total	$	571	$	706		(19.12	) %

Noninterest income was $571,000 for the three months ended March 31, 2010, compared to $706,000 for the quarter ended March 31, 2009. The decrease in the three month period was primarily due to a lower level of gains on the sale of investments, income from investment advisory services and other income. These amounts were partially offset by slightly higher levels of service fee income. The higher amount of gain on the sale of investments in the 2009 period was primarily a result of the sale of the entire municipal bond portfolio during this period.

Noninterest Expense. The following table summarizes noninterest expense for the three months ended March 31, 2010 and 2009.

	Three Months Ended March 31,
	2010		2009		% Change
	(Dollars in thousands)
Compensation, taxes and benefits	$	2,075	$	1,884		10.14	%
Office occupancy		587		534		9.93	%
Computer processing		229		222		3.15	%
Directors compensation		216		199		8.54	%
FDIC insurance premiums		162		235		(31.06	) %
Advertising		73		55		32.73	%
Loss on foreclosed real estate, net		18		6		200.00	%
Other expenses		494		463		6.70	%
Total	$	3,854	$	3,598		7.12	%

Noninterest expense increased in the three months ended March 31, 2010 primarily as a result of an increase in all categories of expense other than FDIC insurance expense. FDIC insurance expense included an accrual adjustment in the 2009 period. The increase in compensation expense was primarily due to new employees and salary adjustments to existing employees. Other expenses for the 2010 period also include nonrecurring costs associated with the planned acquisition of Southern Connecticut Bancorp, Inc.

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Liquidity and Capital Resources

Liquidity is the ability to meet current and future short-term financial obligations. The Company’s primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of investment securities and advances from the Federal Home Loan Bank of Boston. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

Each quarter the Company projects liquidity availability and demands on this liquidity for the next 90 days. The Company regularly adjusts its investments in liquid assets based upon its assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities, and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in federal funds, short- and intermediate-term U.S. Government agency obligations and to a lesser extent, municipal securities.

The Company’s most liquid assets are cash and cash equivalents. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At March 31, 2010, cash and cash equivalents totaled $9.3 million, including federal funds of $4.5 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $40.4 million at March 31, 2010. At March 31, 2010, the Company had the ability to borrow a total of $154.7 million from the Federal Home Loan Bank of Boston, of which $106.8 million in borrowings was outstanding, along with $14.1 million in repurchase agreements. At March 31, 2010, the Company had arranged overnight lines of credit of $2.5 million with the Federal Home Loan Bank of Boston. The Company had no overnight advances outstanding with the Federal Home Loan Bank of Boston as of that date. In addition, at March 31, 2010, the Company had the ability to borrow $3.5 million from a correspondent bank. The Company had no advances outstanding on this line at March 31, 2010.

The following table summarizes the commitments and contingent liabilities as of the dates indicated:

(In thousands)	March 31, 2010		December 31, 2009
Commitments to extend credit:
Loan commitments	$	17,499	$	10,611
Unused lines of credit		21,087		21,142
Amounts due mortgagors on construction loans		23,673		28,843
Amounts due on commercial loans		19,903		17,899
Commercial letters of credit		4,572		4,332

Certificates of deposit due within one year of March 31, 2010 totaled $107.8 million, or 27.8% of total deposits. If these deposits do not remain with us, the Company will be required to seek other sources of funds, including other certificates of deposit and our available lines of credit. Depending on market conditions, the Company may be required to pay higher rates on such deposits or other borrowings than are currently paid on the certificates of deposit due on or before March 31, 2011. Based on past experience, however, the Company believes that a significant portion of our certificates of deposit will remain with us. The Company has the ability to attract and retain deposits by adjusting the interest rates offered.

Historically, the Company (on a consolidated basis) has remained highly liquid. The Company is not aware of any trends and/or demands, commitments, events or uncertainties that could result in a material decrease in liquidity. The Company expects that all of our liquidity needs, including the contractual commitments stated above, the estimated costs of our branch expansion plans and increases in loan demand can be met by our currently available liquid assets and cash flows. In the event loan demand was to increase at a pace greater than expected, or any unforeseen demand or commitment were to occur, we could access our borrowing capacity with the Federal Home Loan Bank of Boston. The Company expects that our currently available liquid assets and our ability to borrow from the Federal Home Loan Bank of Boston would be sufficient to satisfy our liquidity needs without any material adverse effect on our liquidity.

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The Company’s primary investing activities are the origination of loans and the purchase of securities. For the three months ended March 31, 2010, the Company originated $19.8 million of loans, including renewals and refinances, and purchased $6.2 million of securities. These activities were funded primarily by the proceeds from sales and maturities of available-for-sale securities and held to maturity securities of $3.6 million and an increase of $7.1 million in deposits.

Financing activities consist primarily of activity in deposit accounts and in Federal Home Loan Bank advances. The Company experienced a net increase in total deposits of $7.1 million for the three months ended March 31, 2010. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and its local competitors and other factors. The Company generally manages the pricing of deposits to be competitive and to increase core deposit relationships. Occasionally, the Company offers promotional rates on certain deposit products in order to attract deposits. The Company experienced a net increase in Federal Home Loan Bank advances and repurchase agreements of $1.9 million for the three months ended March 31, 2010. The increases in deposit accounts primarily funded our lending and investing activities.

The Company is a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, the Company, on a stand-alone basis, is responsible for paying any dividends declared to its shareholders. The Company also has repurchased shares of its common stock. The Company’s primary source of income is dividends received from the Bank. The amount of dividends that the Bank may declare and pay to the Company in any calendar year, without the receipt of prior approval from the Office of Thrift Supervision (“OTS”) but with prior notice to the OTS, cannot exceed net income for that year to date plus retained net income (as defined) for the preceding two calendar years. On a stand-alone basis, the Company had liquid assets of $2.8 million at March 31, 2010.

The Company is not subject to separate regulatory capital requirements. At March 31, 2010, the Bank was subject to the regulatory capital requirements of the OTS, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At March 31, 2010, the Bank exceeded all of its regulatory capital requirements, and was considered “well capitalized” under regulatory guidelines.

The following table is a summary of the Bank’s actual capital as computed under the standards established by the OTS at March 31, 2010.

	OTS Regulation						Naugatuck Valley Savings and Loan
(Dollars in thousands)	Adequately Capitalized			Well Capitalized			Amount		Ratio

Total Risk-Based Capital (to Risk-Weighted Assets)		8.00	%		10.00	%	$	48,303		11.19	%

Tier I Risk-Based Capital (to Risk-Weighted Assets)		4.00	%		6.00	%		43,508		10.08	%

Tier I Capital (to Adjusted Total Assets)		4.00	%		5.00	%		43,508		7.74	%

Tangible Equity Capital (to Tangible Assets)		1.50	%		2.00	%		43,508		7.74	%

Off-Balance Sheet Arrangements

In the normal course of operations, the Company engages in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risks. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, unused lines of credit, amounts due on construction loans, amounts due on commercial loans, commercial letters of credit and commitments to sell loans.

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For the three months ended March 31, 2010, the Company did not engage in any off-balance-sheet transactions reasonably likely to have a material effect on its financial condition, results of operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Qualitative Aspects of Market Risk. The Company’s most significant form of market risk is interest rate risk. The Company manages the interest rate sensitivity of its interest-bearing liabilities and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment. Deposit accounts typically react more quickly to changes in market interest rates than mortgage loans because of the shorter maturities of deposits. As a result, sharp increases in interest rates may adversely affect the Company’s earnings while decreases in interest rates may beneficially affect the Company’s earnings. To reduce the potential volatility of the Company’s earnings, the Company has sought to improve the match between assets and liability maturities (or rate adjustment periods), while maintaining an acceptable interest rate spread, by originating adjustable-rate mortgage loans for retention in the loan portfolio, variable-rate home equity lines and variable-rate commercial loans and by purchasing variable-rate investments and investments with expected maturities of less than 10 years. The Company currently does not participate in hedging programs, interest rate swaps or other activities involving the use of off-balance sheet derivative financial instruments.

The Bank’s Asset/Liability Committee communicates, coordinates and controls all aspects of asset/liability management. The committee establishes and monitors the volume and mix of assets and funding sources with the objective of managing assets and funding sources.

Quantitative Aspects of Market Risk. The Bank uses an interest rate sensitivity analysis prepared by the OTS to review its level of interest rate risk. This analysis measures interest rate risk by computing changes in net portfolio value of the Bank’s cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. Net portfolio value represents the market value of portfolio equity and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items. This analysis assesses the risk of loss in market risk sensitive instruments in the event of a sudden and sustained 50 to 300 basis point increase or 50 to 100 basis point decrease in market interest rates with no effect given to any steps that we might take to counter the effect of that interest rate movement. The Bank measures interest rate risk by modeling the changes in net portfolio value over a variety of interest rate scenarios. The following table, which is based on information that the Bank provides to the OTS, presents the change in the Bank’s net portfolio value at December 31, 2009 (the most current information available) that would occur in the event of an immediate change in interest rates based on OTS assumptions, with no effect given to any steps that the Bank might take to counteract that change.

Basis Point ("bp")	Net Portfolio Value								Net Portfolio Value as % of Present Value of Assets
Change in Rates	$ Amount		$ Change			% Change			NPV Ratio			Change
	(Dollars in thousands)

300 bp	$	36,491	$	(20,597	)		(36	) %		6.74	%		(3.13	) %
200		44,506		(12,582	)		(22	) %		8.03	%		(1.84	) %
100		51,817		(5,271	)		(9	) %		9.13	%		(0.74	) %
50		54,807		(2,281	)		(4	) %		9.56	%		(0.31	) %
0		57,088		-			-			9.87	%		-
(50)		58,434		1,346			2	%		10.03	%		0.16	%
(100)		58,348		1,260			2	%		9.96	%		0.09	%

The OTS uses certain assumptions in assessing the interest rate risk of savings associations. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates, and the market values of certain assets under differing interest rate scenarios, among others. As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on loans and early withdrawals from certificates could deviate significantly from those assumed in calculating the table.

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Item 4. Controls and Procedures.

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures”, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon that evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2010 that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

Part II - OTHER INFORMATION

Item 1. - Legal Proceedings.

The Company is not involved in any pending legal proceedings. The Bank is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to its financial condition and results of operations.

Item 1A. – Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth information regarding the Company’s repurchases of its common stock for the quarter ended March 31, 2010.

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Period	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

January		-	$	-		-		159,676
February		-	$	-		-		159,676
March		207	$	6.98		-		159,676
Total		207	$	6.98		-		159,676

(1) Included the withholding of 207 shares at $6.98 per share subject to restricted stock awards under the Naugatuck Valley Financial Corporation 2005 Equity Incentive Plan as payment of taxes due upon the vesting of the restricted stock awards.

The Company announced on February 19, 2008, that the Board of Directors authorized the Company to repurchase up to 361,207 shares, or approximately 5%, of the outstanding shares including shares held by Naugatuck Valley Mutual Holding Company. The repurchases will be conducted through open-market purchases or privately negotiated transactions and will be made from time to time depending on market conditions and other factors. No time limit was placed on the duration of the share repurchase program. Any repurchased shares will be held as treasury stock and will be available for general corporate purposes.

Item 3. – Defaults Upon Senior Securities. Not applicable

Item 4. – (Removed and Reserved)

Item 5. – Other Information. Not applicable

Item 6. – Exhibits.

Exhibits –

3.1

Charter of Naugatuck Valley Financial Corporation (1)

3.2

Bylaws of Naugatuck Valley Financial Corporation (2)

4.1

Specimen Stock Certificate of Naugatuck Valley Financial Corporation (3)

31.1

Rule 13a-14(a)/15d-14(a) Certification.

31.2

Rule 13a-14(a)/15d-14(a) Certification.

Section 1350 Certifications.

____________________

(1) Incorporated by reference to the Exhibits to the Company’s Form 10-Q for the three months ended September 30, 2004.

(2) Incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 18, 2007.

(3) Incorporated herein by reference to the Exhibits to the Company’s Registration Statement on Form S-1, as amended, initially filed on June 18, 2004.

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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 thereunto duly authorized.

Naugatuck Valley Financial Corporation

Date: May 14, 2010	by:	/s/ John C. Roman
		John C. Roman
		President and Chief Executive Officer
		(principal executive officer)


Date: May 14, 2010	by:	/s/ Lee R. Schlesinger
		Lee R. Schlesinger
		Senior Vice President and Chief Financial Officer
		(principal financial officer)