SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2006

OR

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

For the transition period from              to             

Commission File Number 0-15137

MASSBANK Corp.

(Exact name of registrant as specified in its charter)

Delaware	04-2930382
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

123 HAVEN STREET

Reading, Massachusetts 01867

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (781) 662-0100

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 for 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  ¨

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

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨

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

The number of shares outstanding of the issuer’s classes of common stock, as of the latest practicable date is:

Class: Common stock $1.00 per share.

Outstanding at April 30, 2006: 4,332,129 shares.

MASSBANK CORP. AND SUBSIDIARIES

INDEX

		Page
	PART I - FINANCIAL INFORMATION
ITEM 1.	Financial Statements
	Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005 (unaudited)	3
	Consolidated Statements of Income (unaudited) for the three months ended March 31, 2006 and 2005	4
	Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2006 and 2005 (unaudited)	5 - 6
	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2006 and 2005	7 - 8
	Condensed Notes to the Consolidated Financial Statements	9 - 15
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16 - 36
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	37
ITEM 4.	Controls and Procedures	38
	PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	39
ITEM 1A.	Risk Factors	39
ITEM 2C.	Share Repurchases	39
ITEM 3.	Defaults Upon Senior Securities	40
ITEM 4.	Submission of Matters to a Vote of Security Holders	40
ITEM 5.	Other Information	40
ITEM 6.	Exhibits	40
Signature Page		41

2

PART 1. ITEM 1

MASSBANK CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands except share data)

(Unaudited)

	March 31, 2006			December 31, 2005
Assets:
Cash and due from banks	$	9,623		$	9,590
Short-term investments (Note 5)		167,397			167,787
Total cash and cash equivalents		177,020			177,377
Interest-bearing deposits in banks		641			898
Securities available for sale, at market value (amortized cost of $457,911 in 2006 and $458,297 in 2005)		450,371			453,472
Mortgage-backed securities held to maturity, at amortized cost (market value of $5,702 in 2006 and $6,022 in 2005)		5,910			6,137
Trading securities, at market value		8,833			9,282
Loans: (Note 6)
Mortgage loans		212,623			215,904
Other loans		9,637			9,826
Allowance for loan losses		(1,247	)		(1,253	)
Net loans		221,013			224,477
Premises and equipment		6,938			6,525
Accrued interest receivable		4,663			3,898
Goodwill		1,090			1,090
Deferred income tax asset, net		4,228			3,240
Other assets		9,802			12,283
Total assets	$	890,509		$	898,679
Liabilities and Stockholders’ Equity:
Deposits	$	775,232		$	784,728
Escrow deposits of borrowers		1,031			1,059
Current income tax liability, net		637			35
Allowance for loan losses on off-balance sheet credit exposures		517			517
Other liabilities		8,971			7,076
Total liabilities		786,388			793,415
Stockholders’ Equity:
Preferred stock, par value $1.00 per share; 2,000,000 shares authorized, none issued		—			—
Common stock, par value $1.00 per share; 10,000,000 shares authorized, 7,829,292 and 7,811,680 shares issued, respectively		7,829			7,812
Additional paid-in capital		57,397			57,067
Retained earnings		105,380			104,743
		170,606			169,622
Treasury stock at cost, 3,495,663 and 3,483,163 shares, respectively		(61,692	)		(61,281	)
Accumulated other comprehensive loss		(4,793	)		(3,077	)
Shares held in rabbi trust at cost, 15,644 shares (Note 8)		(351	)		(351	)
Deferred compensation obligation		351			351
Total stockholders’ equity		104,121			105,264
Total liabilities and stockholders’ equity	$	890,509		$	898,679

See accompanying condensed notes to consolidated financial statements.

3

MASSBANK CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended March 31,
(In thousands except share data)	2006		2005
Interest and dividend income:
Mortgage loans	$	2,890	$	3,112
Other loans		180		162
Securities available for sale:
Mortgage-backed securities		1,798		1,718
Other securities		2,844		2,315
Mortgage-backed securities held to maturity		79		62
Trading securities		82		248
Federal funds sold		1,922		1,130
Other investments		6		18
Total interest and dividend income		9,801		8,765
Interest expense:
Deposits		4,360		3,461
Total interest expense		4,360		3,461
Net interest income		5,441		5,304
Provision (credit) for loan losses		—		(53	)
Net interest income after provision (credit) for loan losses		5,441		5,357
Non-interest income:
Deposit account service fees		90		100
Gains on securities available for sale, net		238		58
Gains (losses) on trading securities, net		13		(114	)
Deferred compensation plan income (loss)		71		(12	)
Other		186		165
Total non-interest income		598		197
Non-interest expense:
Salaries and employee benefits		1,868		1,772
Deferred compensation plan expense		92		3
Occupancy and equipment		602		599
Data processing		143		141
Professional services		168		130
Advertising and marketing		37		20
Deposit insurance		34		38
Other		350		328
Total non-interest expense		3,294		3,031
Income before income taxes		2,745		2,523
Income tax expense		935		829
Net income	$	1,810	$	1,694
Weighted average common shares outstanding:
Basic		4,339,812		4,399,798
Diluted		4,376,936		4,469,753
Earnings per share (in dollars):
Basic	$	0.42	$	0.39
Diluted		0.41		0.38

See accompanying condensed notes to consolidated financial statements.

4

MASSBANK CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For The Three Months Ended March 31, 2006 (Unaudited)

(In thousands except share data)

	COMMON STOCK		ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS			TREASURY STOCK			ACCUMULATED OTHER COMPREHENSIVE LOSS			SHARES HELD IN RABBI TRUST			DEFERRED COMPENSATION OBLIGATION		TOTAL
Balance at December 31, 2005	$	7,812	$	57,067	$	104,743		$	(61,281	)	$	(3,077	)	$	(351	)	$	351	$	105,264
Net Income		—		—		1,810			—			—			—			—		1,810
Other comprehensive income, net of tax:
Unrealized losses on securities, net of reclassification adjustment (Note 10)		—		—		—			—			(1,716	)		—			—		(1,716	)
Comprehensive income																				94
Cash dividends paid ($0.27 per share)		—		—		(1,173	)		—			—			—			—		(1,173	)
Purchase of treasury stock		—		—		—			(411	)		—			—			—		(411	)
Share-based payment compensation		—		10		—			—			—			—			—		10
Exercise of stock options		17		277		—			—			—			—			—		294
Tax benefit on stock options exercised		—		43		—			—			—			—			—		43
Balance at March 31, 2006	$	7,829	$	57,397	$	105,380		$	(61,692	)	$	(4,793	)	$	(351	)	$	351	$	104,121

See accompanying condensed notes to consolidated financial statements.

5

MASSBANK CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For The Three Months Ended March 31, 2005 (Unaudited)

(In thousands except share data)

	COMMON STOCK		ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS			TREASURY STOCK			ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)			SHARES HELD IN RABBI TRUST			DEFERRED COMPENSATION OBLIGATION			TOTAL
Balance at December 31, 2004	$	7,736	$	55,313	$	102,003		$	(56,794	)	$	1,757		$	(553	)	$	553		$	110,015
Net Income		—		—		1,694			—			—			—			—			1,694
Other comprehensive loss, net of tax:
Unrealized losses on securities, net of reclassification adjustment (Note 10)		—		—		—			—			(3,376	)		—			—			(3,376	)
Comprehensive loss																					(1,682	)
Cash dividends paid ($0.26 per share)		—		—		(1,142	)		—			—			—			—			(1,142	)
Purchase of treasury stock		—		—		—			(412	)		—			—			—			(412	)
Distribution of company stock from deferred compensation plan		—		—		—			—			—			232			(232	)		—
Exercise of stock options		37		658		—			—			—			—			—			695
Tax benefit on stock options exercised		—		204		—			—			—			—			—			204
Balance at March 31, 2005	$	7,773	$	56,175	$	102,555		$	(57,206	)	$	(1,619	)	$	(321	)	$	321		$	107,678

See accompanying condensed notes to consolidated financial statements.

6

MASSBANK CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three Months Ended March 31,
	2006			2005
	(In thousands)
Cash flows from operating activities:
Net income	$	1,810		$	1,694
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		189			156
Share-based payment compensation		10			—
Loan interest capitalized		(2	)		(3	)
Increase in accrued interest receivable		(765	)		(640	)
(Decrease) increase in other liabilities		1,895			9,477
Decrease in income tax receivable, net		—			164
Amortization of premiums (accretion of discounts) on securities, net		(35	)		(85	)
Net trading securities activity		462			17,582
Gains on securities available for sale, net		(238	)		(58	)
(Gains) losses on trading securities, net		(13	)		114
Decrease in deferred mortgage loan origination costs (fees), net of amortization		1			(30	)
Decrease in deferred income tax asset, net		19			184
Increase in current tax liability		602			120
Decrease (increase) in other assets		2,473			(10,286	)
Provision (credit) for loan losses		—			(53	)
Provision (credit) for loan losses on off-balance sheet credit exposures		—			17
Net cash provided by operating activities		6,408			18,353
Cash flows from investing activities:
Net decrease in interest-bearing bank deposits		257			655
Proceeds from sales of investment securities available for sale		4,450			19,041
Proceeds from maturities and redemption of investment securities available for sale		24,001			17,000
Purchases of investment securities available for sale		(26,398	)		(36,257	)
Purchases of mortgage-backed securities available for sale		(8,024	)		(15,624	)
Principal repayments of mortgage-backed securities		6,857			8,149
Loans originated		(6,013	)		(8,132	)
Loan principal payments received		9,478			14,061
Purchases of premises & equipment		(602	)		(23	)
Net cash provided by (used in) investing activities		4,006			(1,130	)

7

MASSBANK CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(unaudited)

	Three Months Ended March 31,
	2006			2005
	(In thousands)
Cash flows from financing activities:
Net decrease in deposits		(9,496	)		(11,884	)
Decrease in escrow deposits of borrowers		(28	)		(86	)
Payments to acquire treasury stock		(411	)		(412	)
Proceeds from exercise of stock options, including tax benefit		337			899
Cash dividends paid on common stock		(1,173	)		(1,142	)
Net cash used in financing activities		(10,771	)		(12,625	)
Net increase (decrease) in cash and cash equivalents		(357	)		4,598
Cash and cash equivalents at beginning of period		177,377			204,079
Cash and cash equivalents at end of period	$	177,020		$	208,677
Supplemental cash flow disclosures:
Cash transactions:
Cash paid during the period for interest	$	4,363		$	3,471
Cash paid during the period for taxes, net of refunds		271			180

See accompanying condensed notes to consolidated financial statements.

8

MASSBANK CORP.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

The financial condition and results of operations of MASSBANK Corp. (the “Company”) essentially reflect the operations of its subsidiary, MASSBANK (the “Bank”). All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in the opinion of management, include all adjustments of a normal recurring nature necessary for the fair presentation of the financial condition of the Company as of March 31, 2006 and December 31, 2005, and its operating results for the three months ended March 31, 2006 and 2005, respectively. The results of operations for any interim period are not necessarily indicative of the results to be expected for the entire year.

Certain amounts in the prior year’s consolidated financial statements were reclassified to facilitate comparison with the current fiscal year.

The information in this report should be read in conjunction with the financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2005.

(2) Share-Based Payment

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (SFAS 123R) which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors, including stock option grants, based on estimated fair values. SFAS 123(R) supersedes previous accounting under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25) for periods beginning in fiscal year 2006.

SFAS 123(R) requires companies to estimate the fair value of stock-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our Consolidated Statements of Income. The Company adopted SFAS 123(R) using the modified prospective transition method that requires the application of the accounting standard starting the first day of our fiscal year, January 1, 2006 for the Company. The Company’s Consolidated Financial Statements, as of and for the three months ended March 31, 2006, reflect the impact of SFAS 123(R). Stock-based compensation expense for the three months ended March 31, 2006 totaled approximately $10,000. This stock-based compensation expense is related to the 34,500 stock options granted to employees and directors in January 2006 accounted for under SFAS 123(R). Stock options were granted at an exercise price equal to the Company’s stock price at the date of grant. The stock options issued vest at 20% per year over 5 years and have a contractual term of ten years.

Prior to the adoption of SFAS 123(R), the Company accounted for stock-based awards to employees and directors using the intrinsic value method in accordance with APB 25 as allowed under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS 123). Under the intrinsic value based method, no stock-based compensation expense for employee stock options was recognized in the Company’s Consolidated Financial Statements, because the exercise price of the stock options granted to the Company’s employees and directors equaled the fair market value of the underlying stock at the date of grant. In accordance with the modified prospective transition method the Company used in adopting SFAS 123(R), the Company’s earnings results prior to fiscal year 2006 have not been restated to reflect, and do not include, the possible impact of SFAS 123(R). Prior to 2006, the stock options issued by the Company had a contractual term of ten years and vested immediately at the time of issuance.

Upon adoption of SFAS 123(R), the Company selected the Black-Scholes option-pricing model as the most appropriate method for determining the estimated fair value for stock-based awards.

9

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(2) Share-Based Payment (continued)

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 in 2005.

(In thousands except per share and option data)	Three Months Ended March 31, 2005
Net income, as reported	$	1,694
Less: Total share-based employee compensation expense associated with stock options determined under fair value method for all option awards, net of related tax effects (1)		(161	)
Pro forma net income	$	1,533
EARNINGS PER SHARE:
Basic – as reported	$	0.39
Basic – pro forma		0.35
Diluted – as reported		0.38
Diluted – pro forma		0.34

(1) A Black Scholes option pricing model was used to determine the fair value of the options granted.

10

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(3) Recent Accounting Pronouncements:

Accounting Changes and Error Corrections

In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 154, “Accounting Changes and Error Corrections,” which addresses the accounting for and reporting of accounting changes and error corrections. This guidance requires retrospective application for the reporting of voluntary changes in accounting principles and changes required by an accounting pronouncement when transition provisions are not specified. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005 (January 1, 2006 for MASSBANK Corp.). Adoption of this guidance is not expected to have a material effect on MASSBANK Corp.’s financial condition or results of operations.

Share-Based Payment

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement 123 (revised 2004), “Share-Based Payment” SFAS 123(R), which is effective for the Company as of January 1, 2006. The Company has elected the modified prospective approach, as allowed under SFAS 123(R). The adoption of this statement had no impact on the Company’s balance sheet or results of operations since all outstanding stock options were fully vested prior to the date the Company adopted SFAS 123(R). Beginning January 1, 2006 the Company will account for all share-based grants (including stock option issuances) under the provisions of SFAS 123(R).

(4) Cash and Cash Equivalents:

For purposes of reporting cash flows, cash and cash equivalents consist of cash and due from banks, and short-term investments with original maturities of less than 90 days.

(5) Short-Term Investments

Short-term investments consist of the following:

(In thousands)	At March 31, 2006		At December 31, 2005
Federal funds sold (overnight)	$	132,394	$	152,785
Term federal funds sold		35,000		15,000
Interest-bearing bank money market accounts		3		2
Total short-term investments	$	167,397	$	167,787

The investments above are stated at cost, which approximates market value, and have original maturities of less than 90 days.

(6) Commitments

At March 31, 2006, the Company had outstanding commitments to originate mortgage loans and to advance funds for construction loans amounting to $1,245,000 and commitments under existing home equity lines of credit and other loans of approximately $33,365,000 which are not reflected on the consolidated balance sheet. The Bank maintains an allowance for loan losses on off-balance sheet credit exposures. At March 31, 2006 this allowance, which is shown separately on the balance sheet, totaled $517,000.

11

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(7) Earnings Per Common Share

Basic EPS is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.

Diluted EPS reflects the effect on the weighted average shares outstanding of the number of additional shares outstanding if dilutive stock options were converted into common stock using the treasury stock method.

The shares acquired in connection with the Company’s directors’ deferred compensation plan are considered outstanding in the computation of earnings per share and book value per share.

Earnings per share was calculated as follows:

	Three Months Ended March 31,
(In thousands, except per share data)	2006		2005
Denominator for basic earnings per share:
Average common shares outstanding		4,340		4,400
Dilutive common stock options		37		70
Denominator for diluted earnings per share		4,377		4,470
Numerator: Net income attributable to common shares	$	1,810	$	1,694
Earnings per share:
Basic	$	0.42	$	0.39
Diluted		0.41		0.38

(8) Directors’ Deferred Compensation Plan

In 1988, the Company established a deferred compensation plan for its directors. The Plan allows the Company’s directors to defer receipt of all or a portion of their compensation until (1) their attaining the age of 72, or (2) their termination as a director of the Company. The Plan was later amended to allow the directors’ compensation to be invested in Company stock held in a rabbi trust. At March 31, 2006 the trust held 15,644 shares of MASSBANK Corp. common stock which were purchased in the open market or in private transactions over a period of time. The deferred compensation obligation of the Plan may be settled only by delivery of the shares of MASSBANK Corp. stock to the directors participating in the Plan. These shares are considered outstanding in the computation of earnings per share and book value per share.

12

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(9) Stock Option Plan

Effective January 1, 2006, the Company adopted SFAS 123(R) using the modified prospective transition method to account for share-based payments to employees and the Company’s Board of Directors.

The only type of share based payment utilized by the Company to date is stock options. Stock options are awards which allow the employee or director to purchase shares of the Company’s stock at a fixed price. Stock options are granted at an exercise price equal to the Company stock price at the date of grant. Prior to 2006, the stock options issued by the Company had a contractual term of ten years and vested immediately at the time of issuance. The stock options issued in the first quarter of 2006 vest at 20% per year over five years and have a contractual term of ten years.

The following table summarizes stock option activity during the first quarter of 2006:

	Weighted Average Exercise Price Per Share		Shares Under Option
Outstanding at December 31, 2005	$	26.95	251,637
Options Granted		32.80	34,500
Options Exercised		16.72	(17,612	)
Options Forfeited		39.71	(450	)
Outstanding at March 31, 2006	$	28.36	268,075
Exercisable at March 31, 2006	$	27.70	233,575

The Company estimates the fair value of stock option grants using the Black-Scholes valuation model. The following table presents the key input assumptions for the Black-Sholes valuation model:

	Three Months Ended March 31,
	2006			2005
Expected Term (years)		7.3 years			7.3 years
Volatility		21.50			21.20
Risk-free interest rate		4.29	%		3.97	%
Dividend Yield		3.29	%		2.80	%
Fair value per share	$	6.56		$	8.11

The total intrinsic value (amount by which the fair value of the underlying stock exceeds the exercise price of an option on exercise date) of options exercised during the three months ended March 31, 2006 and 2005, was $281,000 and $669,000, respectively. The total cash received from employees and directors as a result of stock option exercises for the quarters ended March 31, 2006 and 2005 was approximately $294,000 and $695,000, respectively. The tax benefit realized as a result of the stock option exercises was $43,000 in the first quarter of 2006 compared to $204,000 for the same quarter in 2005.

13

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(10) Comprehensive Income (Loss)

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income (loss).

The components of other comprehensive income (loss) and related tax effect for the three months ended March 31, 2006 and 2005 are as follows:

	Three Months Ended March 31,
(In thousands)	2006			2005
Unrealized holding losses arising during period	$	(2,485	)	$	(5,350	)
Less: reclassification adjustment for gains realized in income		238			58
Net unrealized losses		(2,723	)		(5,408	)
Tax (expense) or benefit		1,007			2,032
Other comprehensive loss	$	(1,716	)	$	(3,376	)

14

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(11) Pension Plan

The Bank sponsors a noncontributory defined benefit pension plan that covers all employees who meet specified age and length of service requirements, which is administered by the Savings Banks Employees Retirement Association (“SBERA”). The plan provides for benefits to be paid to eligible employees at retirement based primarily upon their years of service with the Bank and compensation levels near retirement. Contributions to the plan reflect benefits attributed to employees’ service to date, as well as service expected to be earned in the future.

The following table sets forth the amount of net periodic pension expense recognized for the three months ended March 31, 2006 and 2005:

Pension Benefits

	Three Months Ended March 31,
(In thousands)	2006			2005
Service cost	$	103		$	115
Interest cost		144			136
Expected return on plan assets		(164	)		(152	)
Amortization of prior service cost		(3	)		(3	)
Amortization of net (gains) losses		1			12
Net periodic pension expense	$	81		$	108

The Bank made an annual contribution to its defined benefit pension plan in the amount of $142 thousand and $364 thousand, respectively, in the first quarter of 2006 and 2005.

15

PART I. ITEM 2

MASSBANK CORP. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION & ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

March 31, 2006

Forward-Looking Statement Disclosure.

This Form 10-Q may contain forward-looking statements. These statements relate to future, not past, events and include, among others, statements with respect to MASSSBANK CORP.’s beliefs, plans, objectives, goals, guidelines, expectations, financial condition, results of operations, future performance and business of the Company. You can identify forward-looking statements by the use of the words “may”, “could”, “should”, “believe”‘ “expect”, ”anticipate”‘ “intend”, “estimate”, “assume”‘ “will”, “would”, “plan”, “projects”‘ “outlook” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond MASSBANK Corp.’s control).

The following factors, among others, could cause the Company’s performance to differ materially from that expressed in any forward-looking statements: (1) the strength of the United States economy in general and the strength of the local economy in which the Company conducts operations may be different than expected; (2) unexpected fluctuations in market interest rates; (3) adverse conditions in the stock market, the public debt market and other capital markets; (4) an increase in the level of non-performing assets; (5) an increase in the competitive pricing pressures within the Company’s market which may result in an increase in the Company’s cost of funds, a decrease in loan originations, a decrease in deposits and assets; (6) adverse legislative and regulatory developments; (7) a significant decline in residential real estate values in the Company’s market area; (10) the impact of changes in accounting principles; (11) the impact of inflation or deflation; (12) MASSBANK Corp.’s success at managing the risks involved in the foregoing and other risk factors described in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2005.

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Critical Accounting Policies

The Company’s consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. As such, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates and the reported amounts of income and expense during the reporting periods. Actual amounts could differ from such estimates.

The Company believes that the following accounting policies are among the most critical because they involve significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions.

Provisions (Credit) for Loan Losses

The provision (credit) for loan losses represents a charge or credit against current earnings and an addition to or deduction from the allowance for loan losses. In determining the amount to provide for loan losses, the key factor is the adequacy of the allowance for loan losses (“loan allowance”). Management uses a methodology to systematically measure the amount of estimated loan loss exposure inherent in the portfolio for purposes of establishing a sufficient loan allowance. The methodology includes three elements: an analysis of individual loans deemed to be impaired, general loss allocations for various types of loans based on loss experience factors, and an unallocated allowance. The unallocated allowance is maintained based on management’s assessment of many factors including the risk characteristics of the portfolio, concentrations of credit, current and anticipated economic conditions that may affect borrowers’ ability to pay, and trends in loan delinquencies and charge-offs.

The provision (credit) for loan losses on off-balance sheet credit exposures represents a charge or credit against current earnings (reported in other non-interest expense) and an addition to or deduction from the allowance for loan losses on off-balance sheet credit exposures (“off-balance sheet exposures”). In determining the amount to provide for off-balance sheet exposures, the key factor is the adequacy of the balance. The balance of the off-balance sheet exposures is maintained based on expected drawdowns of committed loans, their loss experience factors, management’s assessment of various other factors including current and anticipated economic conditions that may affect the borrowers’ ability to pay, and trends in loan delinquencies and charge-offs.

Any significant changes in these assumptions and/or conditions could result in higher than estimated losses that could adversely affect the Company’s earnings results. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowances. Such agencies may require the Bank to recognize additional allowances based on judgements different from those of management, which could also adversely affect the Company’s earnings results.

Investment Securities Other Than Temporarily Impaired

Management judgment is involved in the evaluation of declines in value (“impairment”) of individual investment securities held by the Company. Declines in value that are deemed other than temporary are recognized in the income statement through write-downs in the recorded value of the affected securities. Management considers many factors in their analysis of other than temporarily impaired securities, including industry analyst reports, sector credit ratings, volatility in market price and other relevant information, such as the financial condition, earnings capacity and near term prospects of the company and the length of time and extent to which the market value has been less than cost.

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Investment Securities Other Than Temporarily Impaired (continued)

Whenever a debt or equity security is deemed to be “other than temporarily impaired” due to a fundamental deterioration in its financial condition as determined by management’s analysis, it is written down to its current fair market value. U.S. Treasury Securities and other securities backed by the U.S. Government are never considered impaired due to a fundamental deterioration in financial condition.

If “due to general market conditions” an investment security declines in price from its cost basis by 25% or more for more than a year, between 30% and 40% for more than nine months, between 40% and 50% for more than six months or over 50% for more than ninety days, and in each case the value of the investment security has been below its cost basis for the entire period in question, then the security is considered “other than temporarily impaired” and it is written down to its current fair market value and the loss is recognized in earnings. U.S. Treasury and Government Agency securities fluctuate in value based on changes in market interest rates and other factors; however, they can be redeemed at par value if held to maturity and therefore, if their maturity date is less than one year into the future, regardless of their market value, they are considered only temporarily impaired. Any unfavorable change in general market conditions could cause an increase in the Company’s impairment write downs of investment securities. This would have an adverse effect on the Company’s earnings results. There were no other than temporary impairment write downs of investment securities in the first three months of 2006 and 2005.

Securities available for sale deemed temporarily impaired are carried at market value in the asset section of the Company’s balance sheet. Any change in value is reflected in accumulated other comprehensive income (loss) in the stockholders’ equity section of the Company’s balance sheet.

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FINANCIAL OVERVIEW

MASSBANK Corp. provides a broad range of banking services through its subsidiary, MASSBANK (“the Bank”). The Bank offers a full range of retail and commercial deposit products through its fifteen banking offices located in Eastern Massachusetts. The Bank’s lending business includes residential and commercial real estate mortgages, construction loans, commercial loans and a variety of consumer loans. The Bank’s loan portfolio is concentrated among borrowers from the municipalities in which it operates banking offices and all of the contiguous cities and towns. The Bank also invests a significant portion of its funds in U.S. Treasury and Government agency securities, mortgage-backed securities, federal funds sold and other authorized investments. The Bank’s earnings depend largely upon net interest income. Securities gains are also an important source of revenue for the Bank.

The Bank faces strong competition from banks and other financial services providers in our market area. The principal methods of competition are through interest rates, financing terms and other customer conveniences. Among the external factors affecting MASSBANK’s operating results are market interest rates, the shape of the U.S. Treasury securities yield curve, the condition of the financial markets and both regional and national economic conditions.

For the quarter ended March 31, 2006, MASSBANK Corp. reported net income of $1,810,000 or $0.41 in diluted earnings per share compared to net income of $1,694,000 or $0.38 in diluted earnings per share in the first quarter of 2005. This represents an increase of 7.9% over the diluted earnings per share results of the prior year. Basic earnings per share in the recent quarter were $0.42 per share compared to $0.39 per share in the first quarter of last year. This is the Company’s fourth consecutive quarter of year-over-year earnings per share increases. Return on average assets and return on average equity were 0.82% and 6.91%, respectively, in the first quarter of 2006 compared to 0.71% and 6.21%, respectively, in the same quarter of 2005.

The improvement in earnings per share and operating ratios in the recent quarter was driven by higher securities gains and an increase in net interest income, partially offset by an increase in non-interest expense. The Company’s earnings performance also reflects zero credit for loan losses in the first quarter of 2006 compared to a credit for loan losses of $53,000 in the same quarter of last year.

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FINANCIAL OVERVIEW (continued)

The major factors affecting the Company’s earnings results for the first quarter of 2006 compared to the first quarter of 2005 were:

• The increase in net interest income of $137,000 due primarily to the higher yield on Federal funds sold and the resulting increase in interest income on Federal funds.

• No provision or credit for loan losses in the recent quarter versus a credit of $53,000 in the same quarter last year.

• The increase in net securities gains of $307,000.

• The increase in deferred compensation plan income and other income of $94,000.

• The increase in non-interest expense of $263,000.

• The increase in income tax expense of $106,000 due to higher income before taxes and an increase in the Company’s effective income tax rate.

(In thousands) Quarters Ended March 31,	2006		2005			Variance
Income Statement Data
Interest and dividend income:
Mortgage and other loans	$	3,070	$	3,274		$	(204	)
Mortgage-backed securities		1,877		1,780			97
Federal funds sold		1,922		1,130			792
Other		2,932		2,581			351
Total interest and dividend income		9,801		8,765			1,036
Total interest expense		4,360		3,461			(899	)
Net interest income		5,441		5,304			137
Provision (credit) for loan losses		—		(53	)		(53	)
Gains(losses) on securities, net		251		(56	)		307
Deferred compensation plan income (loss)		71		(12	)		83
Other non-interest income		276		265			11
Non-interest expense:
Salaries and employee benefits		1,868		1,772			(96	)
Deferred compensation plan expense		92		3			(89	)
Other		1,334		1,256			(78	)
Income tax expense		935		829			(106	)
Net income	$	1,810	$	1,694		$	116
Diluted earnings per share	$	0.41	$	0.38		$	0.03
(In thousands) Quarters Ended March 31,	2006		2005			Variance
Average Balance Sheet Data
Earning assets:
Mortgage and other loans	$	223,368	$	233,487		$	(10,119	)
Mortgage-backed securities		140,483		131,214			9,269
Federal funds sold		175,046		188,780			(13,734	)
Short-term investments		765		2,421			(1,656	)
Other securities available for sale and trading		323,368		376,576			(53,208	)
Total earning assets	$	863,030	$	932,478		$	(69,448	)
Total deposits	$	777,873	$	840,897		$	(63,024	)

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FINANCIAL OVERVIEW (Continued)

Condensed Consolidated Balance Sheets

(In thousands)	March 31, 2006			December 31, 2005			Variance
Assets:
Short-term investments	$	167,397		$	167,787		$	(390	)
Interest-bearing deposits in banks		641			898			(257	)
Securities available for sale, at market value		450,371			453,472			(3,101	)
Securities held to maturity, at amortized cost		5,910			6,137			(227	)
Trading securities, at market value		8,833			9,282			(449	)
Total investments		633,152			637,576			(4,424	)
Total loans		222,260			225,730			(3,470	)
Allowance for loan losses		(1,247	)		(1,253	)		6
Net loans		221,013			224,477			(3,464	)
Other assets		36,344			36,626			(282	)
Total assets	$	890,509		$	898,679		$	(8,170	)
Liabilities:
Total deposits	$	775,232		$	784,728		$	(9,496	)
Escrow deposits of borrowers		1,031			1,059			(28	)
Other liabilities		10,125			7,628			2,497
Total liabilities		786,388			793,415			(7,027	)
Total stockholders’ equity		104,121			105,264			(1,143	)
Total liabilities and stockholders’ equity	$	890,509		$	898,679		$	(8,170	)

Financial Condition The Company’s total assets were $890.5 million at March 31, 2006, compared to $898.7 million at December 31, 2005 reflecting a decrease of $8.2 million. This includes a decrease of $4.4 million in total investments and a decrease of $3.5 million in total loans. Deposits, the primary funding source for the Company’s assets, decreased $9.5 million during the first three months of 2006.

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Investments

At March 31, 2006 the Company’s total investments were $633.2 million representing 71.1% of total assets compared to $637.6 million representing 70.9% of total assets at December 31, 2005. Total investments have decreased $4.4 million from year-end 2005 due primarily to a decrease in the securities available for sale portfolio.

The Bank continues to maintain approximately 19% of its assets in short-term investments, primarily federal funds sold, during this period of rising short-term interest rates. Further increases in the target rate for federal funds will likely have a positive affect on the Bank’s future net interest income and net interest margin. The existence of a flat yield curve environment (an environment where interest rates offered on assets with longer maturities differ little from rates offered on assets with shorter maturities) however, is making it increasingly more difficult to improve the Company’s net interest income and net interest margin.

Loans

The loan portfolio, net of allowance for loan losses, decreased $3.5 million or 1.5% in the first three months of 2006. At March 31, 2006 the loan portfolio, net of allowance for loan losses, totaled $221.0 million representing 24.8% of total assets compared to $224.5 million representing 25.0% of total assets at December 31, 2005. The decrease in loans is due to regular principal payments and prepayments exceeding the volume of new loan originations. New loan originations decreased $2.1 million or 26% to $6.0 million in the first quarter of 2006 from $8.1 million in the same quarter of 2005. Mortgage loan origination activity (particularly refinancing activity) has decreased significantly in the Bank’s market area due to the rise in market interest rates.

The Bank’s loan portfolio consists predominately of residential mortgages. Residential mortgage loans amounted to $207.6 million at March 31, 2006, representing 93.4% of the total loan portfolio. See page 33 of this Form 10-Q for a table setting forth the composition of the loan portfolio at March 31, 2006 and December 31, 2005.

Non-Performing Assets

Non-accrual loans, generally those loans that are 90 days or more delinquent, were $130,000 at March 31, 2006 as compared to $257,000 at December 31, 2005 and $128,000 as of March 31, 2005. This represents 0.06% of total loans at March 31, 2006. The Bank had no impaired loans or real estate acquired through foreclosure at March 31, 2006.

Deposits

Deposits have traditionally been the Bank’s primary source of funds for lending and investment activities. MASSBANK attracts deposits within its primary market area by offering a variety of deposit instruments including demand and NOW accounts, money market accounts, different types of savings accounts, certificates of deposit and retirement savings plans. Deposit flows vary significantly and are influenced by prevailing interest rates, market conditions, economic conditions and competition. The Bank’s management attempts to manage its deposits through selective pricing and marketing.

Deposits at March 31, 2006 totaled $775.2 million, reflecting a decrease of $9.5 million or 1.2% from $784.7 million at December 31, 2005. In the recent quarter we saw an outflow of deposits due to increased competition for deposits and some deposits being reinvested in the stock market and other types of investments.

For information concerning deposit balances at March 31, 2006 and December 31, 2005, see page 36 of this Form 10-Q.

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Stockholders’ Equity

Total stockholders’ equity decreased $1.1 million to $104.1 million at March 31, 2006 representing a book value of $24.03 per share. This compares to $105.3 million representing a book value of $24.32 per share at December 31, 2005.

The decrease in stockholders’ equity was essentially the result of the following: an increase in accumulated other comprehensive loss of $1.7 million due primarily to the decline in market value of the Company’s debt securities portfolio as a result of rising interest rates; the payment of dividends to stockholders of $1.2 million; and the Company’s repurchase of treasury stock in the amount of $0.4 million during the first three months of 2006. This was partially offset by the Company’s net income for the first quarter of 2006 of $1.8 million and the payments and related tax benefits received from the exercise of stock options by the Company’s officers and directors of approximately $0.4 million.

Comparison of Operating Results for the Three Months ended March 31, 2006 and 2005.

Net interest income

Net interest income, the Company’s core earnings, totaled $5,441,000 for the recent quarter, up $137,000 or 2.6% from the same quarter in 2005. This is the sixth consecutive quarter that the Company has reported a year-over-year improvement in net interest income. The improvement is primarily attributable to an increase in interest income on federal funds sold due to a rise in short-term interest rates.

The increase in net interest income reflects an increase in net interest margin and a decrease in average earning assets. Net interest margin represents the relationship between net interest income and average earning assets. Net interest margin is affected by several factors, including fluctuations in the overall interest rate environment, funding strategies, and the mix of interest earning assets and interest bearing liabilities. The Company’s net interest margin for the three months ended March 31, 2006 improved 25 basis points to 2.53% from 2.28% reported in the first quarter of last year. Average earning assets for the quarter ended March 31, 2006 decreased $69.4 million to $863.0 million, from $932.5 million in the same quarter of 2005.

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Interest and Dividend Income

Interest and dividend income on a fully taxable equivalent basis for the three months ended March 31, 2006 increased $1,038,000 or 11.8% to $9,816,000 from $8,778,000 for the three months ended March 31, 2005. The increase in interest and dividend income resulted from an increase in yield on the Company’s average earning assets, partially offset by a decrease in interest income resulting from a decrease of $69.4 million in average earning assets. As reflected in the table on page 25 of this report, the yield on the Company’s average earning assets in the first quarter of 2006 was 4.55%, as compared to 3.77% in the same quarter of 2005. The improvement in yield on the Company’s average earning assets is primarily attributable to an increase in interest income on federal funds sold due to higher short-term interest rates and an increase in interest income on investment securities available for sale, due to higher market interest rates, higher replacement yields on new securities purchased and to a lesser extent a change in mix of securities in the portfolio.

Interest Expense

Total interest expense for the three months ended March 31, 2006 increased $899,000, or 26.0% to $4,360,000 from $3,461,000 for the three months ended March 31, 2005. The increase in interest expense is due primarily to rising interest rates and the continued shift in the Bank’s deposit mix from savings accounts to certificates of deposit accounts. This has resulted in an increase in the Company’s average cost of funds, from 1.67% in the first quarter of 2005 to 2.27% in the first quarter of 2006. The increase in interest expense resulting from the higher average cost of funds was partially offset by a decrease in interest expense resulting from a decrease in the Company’s average deposits. The Company’s average deposits in the recent quarter, as shown in the table on page 26, decreased $63.0 million or 7.5% to $777.9 million, from $840.9 million in the same quarter of the prior year.

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AVERAGE BALANCE SHEETS

	Three Months Ended March 31,
	2006							2005
(In thousands)	Average Balance			Interest Income/ Expense (1)		Average Yield/ Rate		Average Balance			Interest Income/ Expense (1)		Average Yield/ Rate
Assets:
Earning assets:
Federal funds sold	$	175,046		$	1,922	4.45	%	$	188,780		$	1,130	2.43	%
Short-term investments (4)		765			6	3.35			2,421			18	3.02
Securities available for sale:
Other securities (2)		314,340			2,858	3.64			326,681			2,328	2.85
Mortgage-backed securities (2)		134,505			1,798	5.35			126,345			1,718	5.44
Mortgage-backed securities
Held to maturity		5,978			79	5.26			4,869			62	5.09
Trading securities		9,028			83	3.72			49,895			248	1.99
Mortgage loans (3)		213,656			2,890	5.41			223,494			3,112	5.57
Other loans (3)		9,712			180	7.54			9,993			162	6.57
Total earning assets		863,030		$	9,816	4.55	%		932,478		$	8,778	3.77	%
Allowance for loan losses		(1,251	)						(1,306	)
Total earning assets less allowance for loan losses		861,779							931,172
Other assets		25,308							26,930
Total assets	$	887,087						$	958,102

(1) Dividend income on equity securities is included on a tax equivalent basis.

(2) Average balances include net unrealized gains (losses) on securities available for sale.

(3) Loans on non-accrual status are included in the average balance.

(4) Short-term investments consist of interest-bearing deposits in banks and investments in money market funds.

25

AVERAGE BALANCE SHEETS - (continued)

	Three Months Ended March 31,
	2006						2005
(In thousands)	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Liabilities:
Deposits:
Demand and NOW	$	81,781	$	49	0.24	%	$	84,106	$	45	0.22	%
Savings		426,640		1,825	1.73			548,028		2,057	1.52
Time certificates of deposit		269,452		2,486	3.74			208,763		1,359	2.64
Total deposits		777,873		4,360	2.27			840,897		3,461	1.67
Other liabilities		4,370						8,071
Total liabilities		782,243						848,968
Stockholders’ equity		104,844						109,134
Total liabilities and stockholders’ equity	$	887,087					$	958,102
Net interest income (tax-equivalent basis)				5,456						5,317
Less adjustment for tax-exempt interest income				15						13
Net interest income			$	5,441					$	5,304
Interest rate spread (5)					2.28	%					2.10	%
Net interest margin (6)					2.53	%					2.28	%

(5) Interest rate spread represents the difference between the yield on earning assets and the cost of the Company’s deposits.

(6) Net interest margin represents net interest income (tax equivalent basis) divided by average interest-earning assets.

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Provision (Credit) for Loan Losses

The Bank, in the first quarter of 2006, recorded no provision or credit for loan losses as compared to a credit for loan losses of $53,000 in the same quarter of last year.

In determining the amount to provide for loan losses, the key factor is the adequacy of the allowance for loan losses. Management uses a methodology to systematically measure the amount of estimated loan loss exposure inherent in the portfolio for the purposes of establishing a sufficient allowance for loan losses. The methodology includes three elements: an analysis of individual loans deemed to be impaired, general loss allocations for various loan types based on loss experience factors, and an unallocated allowance which is maintained based on management’s assessment of many factors including the risk characteristics of the portfolio, concentrations of credit, current and anticipated economic conditions that may affect the borrowers’ ability to pay, and trends in loan delinquencies and charge-offs.

At March 31, 2006, the allowance for loan losses was $1,247,000 representing 0.56% of total loans and 959% of non-accrual loans. This compares to $1,253,000 representing 0.56% of total loans and 488% of non-accrual loans at December 31, 2005. Non-accrual loans totaled $130,000 at March 31, 2006. This compares to $257,000 at December 31, 2005 and $128,000 a year earlier. Management believes that the allowance for loan losses as of March 31, 2006 is adequate to cover the risks inherent in the loan portfolio under current conditions.

The Bank also maintains an allowance for loan losses on off-balance sheet credit exposures (shown separately on the balance sheet) that totaled $517,000 at March 31, 2006 and December 31, 2005. This is intended to protect the Bank against losses on loan commitments made to customers that have not yet been drawn down.

Non-Interest Income

Non-interest income consists of deposit account service fees, net gains on securities and other non-interest income.

Non-interest income increased $401,000 to $598,000 in the recent quarter, from $197,000 in the comparable quarter of the prior year.

In the first quarter of 2006, the Company recorded net gains on securities of $251,000 compared to net securities losses of $56,000 in the same quarter last year. Net securities gains in the recent quarter consisted of net gains on securities available for sale of $238,000 and net gains on trading securities of $13,000. This compares to net gains on securities available for sale of $58,000 and net losses on trading securities of $114,000 in the first quarter of 2005. The Company’s equity securities portfolio had net unrealized gains of $703,000 as of March 31, 2006; and the Company’s debt securities available for sale portfolio had net unrealized losses of $8,243,000 as of the end of the recent quarter. See page 29 of this report for more detail concerning the Company’s investment securities.

The Bank has a supplemental retirement plan for certain executive officers. In the recent quarter, the Bank recorded $71,000 in income and market value appreciation on plan assets, compared to a net loss of $12,000 in the first quarter of 2005. This improvement is offset by an increase in deferred compensation plan expense reported in non-interest expense.

The Bank’s deposit account service fees and other non-interest income totaled $90,000 and $186,000, respectively, for the first quarter of 2006. This compares to $100,000 and $165,000, respectively, in the first quarter of 2005. The combined total of these two items increased $11,000 from the same quarter of the prior year.

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Non-Interest Expense

Non-interest expense increased $263,000 or 8.7% to $3,294,000 for the three months ended March 31, 2006 compared to the same period in 2005.

Salaries and employee benefits, the largest component of non-interest expense increased $96,000 or 5.4% to $1,868,000 in the recent quarter, from $1,772,000 in the comparable quarter of 2005. The increase is primarily attributable to an increase in employee salary expense of $25,000 and a net increase in the cost of various employee benefits.

Deferred compensation plan expense related to the Bank’s supplemental retirement plan for certain executive officers increased $89,000 to $92,000 in the recent quarter compared to the same quarter last year. This increase is partially offset by an increase in deferred compensation plan income reported in non-interest income.

Professional services expenses increased $38,000 compared to the same quarter of the prior year due to an increase in legal fees.

All other non-interest expenses combined increased $40,000 or 3.6% to $1,166,000 for the three months ended March 31, 2006 from $1,126,000 for the three months ended March 31, 2005.

Income Tax Expense

The Company, the Bank and its subsidiaries file a consolidated federal income tax return. The Parent Company, the Bank and its subsidiaries are subject to a Massachusetts Corporate Excise Tax as calculated in separately filed Massachusetts tax returns.

The Company recorded income tax expense of $935,000 in the first quarter of 2006, an increase of $106,000 when compared to the same quarter last year. The increase in income tax expense is due primarily to an increase in income before income taxes and an increase in effective income tax rate. The Company’s income before income taxes was $2,745,000 in the recent quarter compared to $2,523,000 for the same quarter a year ago. The effective income tax rate for the three months ended March 31, 2006 and 2005 was 34.06% and 32.86%, respectively.

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FINANCIAL CONDITION

INVESTMENT SECURITIES

The amortized cost and market value of investment securities at March 31, 2006 with gross unrealized gains and losses follows:

(In thousands) At March 31, 2006	Amortized Cost			Gross Unrealized Gains		Gross Unrealized Losses			Market Value
Securities held to maturity:
Mortgage-backed securities:
Federal National Mortgage Association	$	5,910		$	—	$	(208	)	$	5,702
Total securities held to maturity	$	5,910		$	—	$	(208	)	$	5,702
Securities available for sale:
Debt securities:
U.S. Treasury obligations	$	73,058		$	—	$	(929	)	$	72,129
U.S. Government agency obligations		241,025			—		(5,399	)		235,626
Total		314,083			—		(6,328	)		307,755
Mortgage-backed securities:
Government National Mortgage Association		2,717			44		—			2,761
Federal Home Loan Mortgage Corporation		131,143			668		(2,537	)		129,274
Federal National Mortgage Association		2,895			—		(89	)		2,806
Collateralized mortgage obligations		88			—		(1	)		87
Total mortgage-backed securities		136,843			712		(2,627	)		134,928
Total debt securities available for sale		450,926			712		(8,955	)		442,683
Equity securities		6,985			761		(58	)		7,688
Total securities available for sale		457,911		$	1,473	$	(9,013	)	$	450,371
Net unrealized losses on securities available for sale		(7,540	)
Total securities available for sale, net		450,371
Total investment securities, net	$	456,281

TRADING SECURITIES

The market value of trading securities is as follows:

(In thousands) At March 31, 2006	Market Value
U.S. Treasury obligations	$	7,908
Marketable equity securities		921
Investments in mutual funds		4
Total trading securities	$	8,833

29

FINANCIAL CONDITION

INVESTMENT SECURITIES (continued)

The amortized cost and market value of investment securities at December 31, 2005 with gross unrealized gains and losses follows:

(In thousands) At December 31, 2005	Amortized Cost			Gross Unrealized Gains		Gross Unrealized Losses			Market Value
Securities held to maturity:
Mortgage-backed securities:
Federal National Mortgage Association	$	6,137		$	—	$	(115	)	$	6,022
Total	$	6,137		$	—	$	(115	)	$	6,022
Securities available for sale:
Debt securities:
U.S. Treasury obligations	$	77,051		$	—	$	(935	)	$	76,116
U.S. Government agency obligations		239,024			10		(4,497	)		234,537
Total		316,075			10		(5,432	)		310,653
Mortgage-backed securities:
Government National Mortgage Association		3,262			89		—			3,351
Federal Home Loan Mortgage Corporation		128,942			1,003		(1,058	)		128,887
Federal National Mortgage Association		3,138			2		(37	)		3,103
Collateralized mortgage obligations		92			—		(1	)		91
Total mortgage-backed securities		135,434			1,094		(1,096	)		135,432
Total debt securities available for sale		451,509			1,104		(6,528	)		446,085
Equity securities		6,788			722		(123	)		7,387
Total securities available for sale		458,297		$	1,826	$	(6,651	)	$	453,472
Net unrealized losses on securities available for sale		(4,825	)
Total securities available for sale, net		453,472
Total investment securities, net	$	459,609

TRADING SECURITIES

The market value of trading securities is as follows:

(In thousands) At December 31, 2005	Market Value
U.S. Treasury obligations	$	7,896
Marketable equity securities		1,382
Investments in mutual funds		4
Total trading securities	$	9,282

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Investments (continued)

The amortized cost and market value of debt securities available for sale by contractual maturity at March 31, 2006 and December 31, 2005 are shown in the following table. Actual maturities will differ from contractual maturities because of callable government agency securities in the Company’s portfolio that may be called prior to maturity.

The amortized cost and market value of debt securities available for sale by contractual maturity are as follows:

	March 31, 2006					December 31, 2005
(In thousands)	Amortized Cost			Market Value		Amortized Cost			Market Value
Investment securities available for sale:
U.S. Treasury obligations:
Maturing within 1 year	$	51,999		$	51,652	$	50,950		$	50,595
Maturing after 1 year but within 5 years		21,059			20,477		26,101			25,521
Total		73,058			72,129		77,051			76,116
U.S. Government agency obligations:
Maturing within 1 year		55,000			54,438		45,999			45,612
Maturing after 1 year but within 5 years		164,992			160,759		171,992			168,254
Maturing after 5 years but within 10 years		19,996			19,439		19,996			19,665
Maturing after 10 years but within 15 years		1,037			990		1,037			1,006
Total		241,025			235,626		239,024			234,537
Mortgage-backed securities:
Maturing within 1 year		75			76		19			20
Maturing after 1 year but within 5 years		7,987			8,143		7,238			7,451
Maturing after 5 years but within 10 years		19,370			19,719		22,333			22,955
Maturing after 10 years but within 15 years		107,317			104,916		105,779			104,940
Maturing after 15 years		2,094			2,074		65			66
Total		136,843			134,928		135,434			135,432
Total debt securities available for sale		450,926		$	442,683		451,509		$	446,085
Net unrealized losses on debt securities available for sale		(8,243	)				(5,424	)
Total debt securities available for sale, net carrying value	$	442,683				$	446,085

Maturities of mortgage-backed securities are shown at final contractual maturity but are expected to have shorter lives because borrowers have the right to prepay obligations without prepayment penalties.

Included in U.S. Government agency obligations are investments that can be called prior to final maturity with an amortized cost of $196.0 million and a market value of $191.4 million at March 31, 2006 and an amortized cost of $193.0 million and a market value of $189.3 million at December 31, 2005.

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INVESTMENT SECURITIES (continued)

The following table presents temporarily impaired investment securities aggregated by category of investments as of March 31, 2006, December 31, 2005, and March 31, 2005.

Temporarily Impaired Investment Securities (Unaudited)

	Temporarily Impaired Less Than 12 Months					Temporarily Impaired 12 Months or Longer					Total
(In thousands)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
At March 31, 2006 Debt Securities:
U.S. Treasury obligations	$	36,671	$	(197	)	$	35,458	$	(732	)	$	72,129	$	(929	)
U.S. Government agency obligations		88,961		(1,034	)		146,628		(4,365	)		235,589		(5,399	)
Mortgaged-backed securities		94,640		(2,340	)		13,511		(495	)		108,151		(2,835	)
Total debt securities		220,272		(3,571	)		195,597		(5,592	)		415,869		(9,163	)
Equity securities		1,207		(58	)		—		—			1,207		(58	)
Total temporarily impaired investment securities at:
March 31, 2006	$	221,479	$	(3,629	)	$	195,597	$	(5,592	)	$	417,076	$	(9,221	)
December 31, 2005	$	248,034	$	(2,938	)	$	156,694	$	(3,828	)	$	404,728	$	(6,766	)
March 31, 2005	$	322,492	$	(5,015	)	$	15,027	$	(554	)	$	337,519	$	(5,569	)

As of March 31, 2006 management concluded that the unrealized losses above are temporary in nature since they are not related to the underlying credit quality of the issuers, and the Company has the ability to hold these investments for a time necessary to recover its cost, if necessary. The losses above (with the exception of the equity securities) are on securities that have contractual maturity dates and are primarily related to market interest rates.

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LOANS

The composition of the Bank’s loan portfolio is summarized as follows:

(In thousands)	At March 31, 2006		At December 31, 2005
Mortgage loans:
Residential	$	207,612	$	212,711
Commercial		3,795		2,335
Construction		1,204		845
		212,611		215,891
Premium on loans		2		2
Deferred mortgage loan origination costs (fees), net		10		11
Total mortgage loans		212,623		215,904
Other loans:
Consumer:
Installment		236		245
Guaranteed education		998		1,094
Other secured		419		499
Home equity lines of credit		7,701		7,722
Unsecured		143		148
Total consumer loans		9,497		9,708
Commercial		140		118
Total other loans		9,637		9,826
Total loans	$	222,260	$	225,730

The Bank’s loan portfolio decreased $3.5 million during the first three months of 2006, from $225.7 million at December 31, 2005 to $222.3 million at March 31, 2006. Mortgage loans decreased $3.3 million and consumer loans decreased $0.2 million.

The Bank originated $6.0 million in loans during the recent quarter, down $2.1 million or 26% from the $8.1 million originated in the same quarter of last year.

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NON-PERFORMING ASSETS

The following table shows the composition of the Bank’s non-performing assets at March 31, 2006 and 2005, and December 31, 2005:

(In thousands)	At March 31, 2006			At December 31, 2005			At March 31, 2005
Non-Performing Assets:
Non-accrual loans	$	130		$	257		$	128
Real estate acquired through foreclosure		—			—			—
Total non-performing assets	$	130		$	257		$	128
Allowance for loan losses	$	1,247		$	1,253		$	1,253
Allowance as a percent of non-accrual loans		959.2	%		487.5	%		978.9	%
Allowance as a percent of total loans		0.56	%		0.56	%		0.54	%
Non-accrual loans as a percent of total loans		0.06	%		0.11	%		0.06	%

The Bank generally does not accrue interest on loans which are 90 days or more past due. It is the Bank’s policy to place such loans on non-accrual status and to reverse from income all interest previously accrued but not collected and to discontinue all amortization of deferred loan fees.

Non-performing assets decreased from December 31, 2005 to March 31, 2006 as noted in the table above. The principal balance of non-accrual loans was $130,000, or approximately 0.06% of total loans at March 31, 2006.

The Bank did not have any impaired loans as of March 31, 2006.

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ALLOWANCE FOR LOAN LOSSES

An analysis of the activity in the allowance for loan losses is as follows:

	Three Months Ended March 31,
	2006			2005
	(In thousands)
Balance at December 31, 2005 and 2004	$	1,253		$	1,307
Provision (credit) for loan losses		—			(53	)
Recoveries of loans previously charged-off		—			—
Charge-offs		(6	)		(1	)
Balance at March 31,	$	1,247		$	1,253

The Company maintains an allowance for probable losses that are inherent in the Company’s loan portfolio. The allowance for loan losses is increased by provisions charged to operations based on the estimated loan loss exposure inherent in the portfolio. Management uses a methodology to systematically measure the amount of estimated loan loss exposure inherent in the portfolio for purposes of establishing a sufficient allowance for loan losses. The methodology includes three elements: an analysis of individual loans deemed to be impaired, general loss allocations for various loan types based on loss experience factors and an unallocated allowance which is maintained based on management’s assessment of many factors including the risk characteristics of the portfolio, concentrations of credit, current and anticipated economic conditions that may effect the borrower’s ability to pay, and trends in loan delinquencies and charge-offs. Realized losses, net of recoveries, are charged directly to the allowance. While management uses currently available information in establishing the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ from the assumptions used in making the evaluation. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on judgments different from those of management.

At March 31, 2006 the balance of the allowance for loan losses was $1,247,000 representing 959% of non-accrual loans and 0.56% of total loans. Management believes that the allowance for loan losses is adequate to cover the risks inherent in the portfolio under current conditions.

The Company also maintains an allowance for probable losses on its out- standing loan commitments that totaled $517,000 and $605,000 at March 31, 2006 and 2005, respectively. The allowance for loan losses on off-balance sheet credit exposures (shown separately on the balance sheet) is maintained based on expected drawdowns of committed loans and their loss experience factors and management’s assessment of various other factors including current and anticipated economic conditions that may effect the borrowers’ ability to pay, and trends in loan delinquencies and charge-offs.

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DEPOSITS

Deposit accounts of all types have traditionally been the primary source of funds for the Bank’s lending and investment activities. The Bank’s deposit flows are influenced by prevailing interest rates, competition and other market conditions. The Bank’s management attempts to manage its deposits through selective pricing and marketing.

The Bank’s total deposits decreased $9.5 million to $775.2 million at March 31, 2006 from $784.7 million at December 31, 2005.

The composition of the Bank’s total deposits as of the dates shown are summarized as follows:

	March 31, 2006		December 31, 2005
	(In thousands)
Demand and NOW	$	84,188	$	82,250
Savings and money market accounts		414,408		441,541
Time certificates of deposit		276,636		260,937
Total deposits	$	775,232	$	784,728

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PART I. ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Market risk is the risk of loss in a financial instrument arising from adverse changes in prices. The Company’s investment securities portfolio includes equity securities with a market value of $7.7 million at March 31, 2006. Movements in equity prices affect the value of the equity portfolio and affect the amount of securities gains or losses that the Company realizes from the sale of equity securities. The Company’s debt securities available for sale portfolio and trading account have a market value of $442.7 million and $8.8 million, respectively, at March 31, 2006. Interest rate changes affect the value of these portfolios. Rising interest rates would generally reduce the value of these portfolios.

Interest Rate Risk

Interest rate risk represents the sensitivity of earnings to changes in market interest rates. As interest rates change the interest income and expense streams associated with the Company’s financial instruments also change, which impacts net interest income, the primary component of the Company’s earnings. The ongoing monitoring and management of this risk is an important component of the Company’s asset/liability management process. For additional information about the Company’s asset/liability management and interest rate risk, see the Management Discussion and Analysis section of the Company’s Form 10-K for the year ended December 31, 2005.

Liquidity and Capital Resources

The Bank must maintain a sufficient amount of cash and assets which can readily be converted into cash in order to meet cash outflows from normal depositor requirements and loan demands. The Bank’s primary sources of funds are deposits, loan and mortgage-backed securities amortization and prepayments, sales or maturities of investment securities, investment securities called before maturity and income on earning assets. In addition to loan payments and maturing investment securities, which are relatively predictable sources of funds, the Bank maintains a high percentage of its assets invested in overnight federal funds sold and money market funds, which can be immediately converted into cash and United States Treasury and Government agency securities, which can be sold or pledged to raise funds. At March 31, 2006 the Bank had $132.4 million or 14.9% of total assets and $315.7 million or 35.4% of total assets invested, respectively, in overnight federal funds sold and money market funds, and United States Treasury and Government agency obligations.

The Bank is a Federal Deposit Insurance Corporation (“FDIC”) insured institution subject to the FDIC regulatory capital requirements. The FDIC regulations require all FDIC insured institutions to maintain minimum levels of Tier 1 capital. Highly rated banks (i.e., those with a composite rating of 1 under the CAMELS rating system) are required to maintain a minimum leverage ratio of Tier 1 capital to total assets of at least 3.00%. An additional 100 to 200 basis points are required for all but these most highly rated institutions. The Bank is also required to maintain a minimum level of risk-based capital. Under the risk-based capital standards, FDIC insured institutions must maintain a Tier 1 capital to risk-weighted assets ratio of 4.00% and are generally expected to meet a minimum total qualifying capital to risk-weighted assets ratio of 8.00%. The risk-based capital guidelines take into consideration risk factors, as defined by the regulators, associated with various categories of assets, both on and off the balance sheet. Under the guidelines, capital strength is measured in two tiers which are used in conjunction with risk adjusted assets to determine the risk-based capital ratios.

37

Liquidity and Capital Resources (continued)

Tier II components include supplemental capital components such as qualifying allowance for loan losses and qualifying subordinated debt and up to 45 percent of the pre-tax net unrealized holding gains on certain available for sale equity securities. Tier I capital plus the Tier II capital components are referred to as total qualifying capital.

The capital ratios of the Bank and the Company currently exceed the minimum regulatory requirements. At March 31, 2006, the Bank had a leverage Tier I capital to average assets ratio of 11.62%, a Tier I capital to risk- weighted assets ratio of 37.74% and a total capital to risk-weighted assets ratio of 38.50%. The Company, on a consolidated basis, had ratios of leverage Tier I capital to average assets of 12.14%, Tier I capital to risk-weighted assets of 39.44% and total capital to risk-weighted assets of 40.20% at March 31, 2006.

PART I. ITEM 4

Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our principal executive officer and our principal financial officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, such officers have concluded that our disclosure controls and procedures are effective as of the end of such period.

(b) Changes in internal controls over financial reporting. There have been no changes during the period covered by this Quarterly Report in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

38

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, MASSBANK Corp. and/or the Bank are involved as a plaintiff or defendant in various legal actions incident to their business. As of March 31, 2006, none of these actions individually or in the aggregate is believed by management to be material to the financial condition of MASSBANK Corp. or the Bank.

Item 1A. Risk Factors

There have been no material changes to the Risk Factors previously disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the period ended December 31, 2005.

Item 2(c). Share Repurchases

Issuer Purchases of Equity Securities

The following table sets forth purchases made by the Company of its shares of common stock under the stock repurchase program during the three months ended March 31, 2006:

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Repurchase Program (1)	Maximum Number of Shares That May Yet Be Purchased Under the Repurchase Program
December 31, 2005					122,717	(1)
January 1-31, 2006	—		—	—	122,717
February 1 - 28, 2006	7,500	$	33.00	7,500	115,217
March 1 - 31, 2006	5,000	$	32.70	5,000	110,217
	12,500	$	32.88	12,500

(1) On October 19, 2005 the Registrant’s Board of Directors extended for another year the stock repurchase program previously authorized. Additionally, the Board approved an increase of 125,000 in the number of shares of the Registrant’s common stock authorized for repurchase in the current program, bringing the total shares available for repurchase to 133,317. In the fourth quarter of 2005, the Company repurchased 10,600 shares further reducing the total shares available for repurchase to 122,717 at December 31, 2005.

39

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None.

Item 6. Exhibits

a. Exhibit Index

31.1	Section 302 Certification of Chief Executive Officer. (filed herewith)
31.2	Section 302 Certification of Chief Financial Officer. (filed herewith)
32.1	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Gerard H. Brandi, Chief Executive Officer of the Company. (filed herewith)
32.2	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Reginald E. Cormier, Chief Financial Officer of the Company. (filed herewith)

40

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.

	MASSBANK Corp. & Subsidiaries
	(Registrant)
Date: May 8, 2006	/s/ Gerard H. Brandi
	(Signature)
	Gerard H. Brandi
	President and CEO
Date: May 8, 2006	/s/ Reginald E. Cormier
	(Signature)
	Reginald E. Cormier
	Sr. V.P., Treasurer and CFO

41