EXHIBIT 23

                          Independent Auditors' Consent

The Board of Directors
MASSBANK Corp.

We consent to the incorporation by reference in the registration statement on
Form S-8 of MASSBANK Corp. of our report dated January 15, 2004, with respect to
the consolidated balance sheets of MASSBANK Corp. as of December 31, 2003 and
2002, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2003, which report appears in the December 31, 2003,
annual report on Form 10-K of MASSBANK Corp.

/s/ KPMG LLP

Boston, Massachusetts
March 12, 2004