8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 28, 2008

MASSBANK Corp.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-15137	04-2930382
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

123 Haven Street, Reading, Massachusetts 01867

(Address of Principal Executive Offices) (Zip Code)

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

Former name or address, if changed from last report: N/A

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On February 28, 2008, the Board of Directors determined that the nominees for election to the Board of Directors submitted by Seidman and Associates, LLC did not meet the minimum threshold qualifications for nomination, election or service on the Board of Directors, pursuant to Article II, Section 2A of the Bylaws. A copy of the letters addressed to Seidman and Associates, LLC and its nominees Lawrence Seidman, Thomas Goggins and Welles Hatch are attached as exhibits.

MASSBANK Corp. (the “Corporation”) will file a proxy statement in connection with its 2008 annual meeting of stockholders. STOCKHOLDERS OF THE CORPORATION ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain the proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Corporation with the Securities and Exchange Commission (“SEC”) for free at the Internet website maintained by the SEC at www.sec.gov. Copies of the proxy statement and any amendments and supplements to the proxy statement will also be available for free at the Corporation’s Internet website at www.massbank.com. The Corporation and its directors may be deemed to be participants in the solicitation of proxies. Information concerning these participants is found in the Corporation’s proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC on March 16, 2007, and will be set forth in the proxy statement for its 2008 annual meeting of stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit
99.1	Letter addressed to Seidman and Associates, LLC.
99.2	Letter addressed to Lawrence Seidman
99.3	Letter addressed to Thomas Goggins
99.4	Letter addressed to Welles Hatch

* Filed herewith

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.
Date: February 29, 2008	By:	/s/ Reginald E. Cormier
		Reginald E. Cormier Senior Vice President, Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Letter addressed to Seidman and Associates, LLC.
99.2	Letter addressed to Lawrence Seidman
99.3	Letter addressed to Thomas Goggins
99.4	Letter addressed to Welles Hatch

* Filed herewith

EX-99.1

Exhibit 99-1

February 28, 2008

Seidman and Associates, LLC

Mr. Lawrence B. Seidman

Lanidex Executive Center

100 Misty Lane

Parsippany, New Jersey 07054

Dear Mr. Seidman:

Please find enclosed a letter notifying your nominee for election to the Board of Directors of MASSBANK Corp. that such nominee does not meet the threshold qualifications for nomination as set forth in the Company’s bylaw Article 2, Section 2A and the reasons therefor.

We call your attention to the revised nomination process, which enables a shareholder to nominate a candidate for election to the Board at the upcoming 2008 meeting of stockholders. Such nominations must be received no later than close of business on March 4, 2008. We advise you however that persons acting in concert with, or who have agreed to act pursuant to instructions from or at the direction of, or who are the alter ego of, disqualified persons under bylaw 2A will also be disqualified.

We also call your attention to the last paragraph of Section 2A which provides an opportunity for a nominee to overcome the threshold determination of disqualification. We would consider any written submissions or meet with you personally in the event you desire to utilize the cure provision in the bylaw. Such written submissions or testimony must be received no later than March 10, 2008. You may contact the Board by calling John Bruno of Locke Lord Bissell & Liddell LLP, Special Counsel at (202) 220-6963. Of course if you wish to withdraw your nominations, we will file an 8-K promptly after receipt of your withdrawal so that there is ample time for shareholders to make other nominations of qualified persons for the Board to consider.

Very truly yours,

Gerard H. Brandi

Chairman of the Board of Directors

MASSBANK CORP.

cc: Seidman and Associates, LLC

EX-99.2

Exhibit 99-2

February 28, 2008

Mr. Lawrence B. Seidman

19 Veteri Place

Wayne, New Jersey 07470

100 Misty Lane

Parsippany, New Jersey 07054

Dear Mr. Seidman:

As Chairman of the MASSBANK CORP Board of Directors, I am writing to inform you that the Board of Directors have received your name as a nominee for election to the Board of Directors of the Company by letter dated February 25, 2008, from Seidman and Associates, LLC addressed to Robert S. Cummings, Secretary of the Company, and pursuant to Article I, Section I and Article II, Section 2 and 2A of the Company’s bylaws. As you know the Company recently adopted an amendment to the bylaws to include a minimum qualification standard for all directors and persons nominated as a director. A copy of the bylaw, designated as 2A, is attached to this letter. The bylaw provides that no person shall be qualified to serve or be nominated as a director, if that person or the person nominating that person has failed to file certain beneficial stock ownership reports or failed to receive any necessary regulatory approvals relating to stock ownership, or if it has ever been determined that such person or nominating person has been guilty of conduct involving personal dishonesty, a breach of fiduciary duty or violation of banking or securities laws. The bylaw provides a period in which a disqualified nominee can cure or provide evidence to rebut the Board’s determination of disqualification.

Upon our review, the Board has determined that you, or the person who nominated you, does not meet the initial threshold requirements set forth in bylaw 2A for nomination, election or service on the Board. In this regard, the Board has considered the background of Seidman and Associates, LLC (“SAL”) and its Managing Member, Lawrence B. Seidman, who also is the person who has signed all correspondence on behalf of SAL. The Board also considered the decision of the U.S. Third Circuit Court of Appeals in the case of IBS Financial Corp v. Seidman & Associates, LLC, et. al, and the enforcement action taken by the Office of Thrift Supervision against Mr. Seidman. Based on the above, the Board has determined that Mr. Seidman and the persons nominated by SAL do not meet the provisions of bylaw 2A as interpreted by the Nominating Committee and the Board.

We call your attention to the revised nomination process, which enables a shareholder to nominate a candidate for election to the Board at the upcoming 2008 meeting of stockholders.

Such nominations must be received no later than close of business on March 4, 2008. We advise you however that persons acting in concert with, or who have agreed to act pursuant to instructions from or at the direction of, or who are the alter ego of, disqualified persons under bylaw 2A will also be disqualified.

We also call your attention to the last paragraph of Section 2A which provides an opportunity for a nominee to overcome the threshold determination of disqualification. We would consider any written submissions or meet with you personally in the event you desire to utilize the cure provision in the bylaw. Such written submissions or testimony must be received no later than March 10, 2008. You may contact the Board by calling John Bruno of Locke Lord Bissell & Liddell LLP, Special Counsel at (202) 220-6963. Of course if you wish to withdraw your name from nomination, we will file an 8-K promptly after receipt of your withdrawal so that there is ample time for shareholders to make other nominations of qualified persons for the Board to consider.

Very truly yours,

Gerard H. Brandi

Chairman of the Board of Directors

MASSBANK CORP.

cc: Seidman and Associates, LLC

EX-99.3

Exhibit 99-3

February 28, 2008

Mr. Thomas C. Goggins

250 Westerly Road

Weston, Massachusetts 02493

99 Summer Street

Suite 1520

Boston, Massachusetts 02110

Dear Mr. Goggins:

As Chairman of the MASSBANK CORP Board of Directors, I am writing to inform you that the Board of Directors have received your name as a nominee for election to the Board of Directors of the Company by letter dated February 25, 2008, from Seidman and Associates, LLC addressed to Robert S. Cummings, Secretary of the Company, and pursuant to Article I, Section I and Article II, Section 2 and 2A of the Company’s bylaws. As you know the Company recently adopted an amendment to the bylaws to include a minimum qualification standard for all directors and persons nominated as a director. A copy of the bylaw, designated as 2A, is attached to this letter. The bylaw provides that no person shall be qualified to serve or be nominated as a director, if that person or the person nominating that person has failed to file certain beneficial stock ownership reports or failed to receive any necessary regulatory approvals relating to stock ownership, or if it has ever been determined that such person or nominating person has been guilty of conduct involving personal dishonesty, a breach of fiduciary duty or violation of banking or securities laws. The bylaw provides a period in which a disqualified nominee can cure or provide evidence to rebut the Board’s determination of disqualification.

Upon our review, the Board has determined that you, or the person who nominated you, does not meet the initial threshold requirements set forth in bylaw 2A for nomination, election or service on the Board. In this regard, the Board has considered the background of Seidman and Associates, LLC (“SAL”) and its Managing Member, Lawrence B. Seidman, who also is the person who has signed all correspondence on behalf of SAL. The Board also considered the decision of the U.S. Third Circuit Court of Appeals in the case of IBS Financial Corp v. Seidman & Associates, LLC, et. al, and the enforcement action taken by the Office of Thrift Supervision against Mr. Seidman. Based on the above, the Board has determined that Mr. Seidman and the persons nominated by SAL do not meet the provisions of bylaw 2A as interpreted by the Nominating Committee and the Board.

We call your attention to the revised nomination process, which enables a shareholder to nominate a candidate for election to the Board at the upcoming 2008 meeting of stockholders. Such nominations must be received no later than close of business on March 4, 2008. We advise you however that persons acting in concert with, or who have agreed to act pursuant to instructions from or at the direction of, or who are the alter ego of, disqualified persons under bylaw 2A will also be disqualified.

We also call your attention to the last paragraph of Section 2A which provides an opportunity for a nominee to overcome the threshold determination of disqualification. We would consider any written submissions or meet with you personally in the event you desire to utilize the cure provision in the bylaw. Such written submissions or testimony must be received no later than March 10, 2008. You may contact the Board by calling John Bruno of Locke Lord Bissell & Liddell LLP, Special Counsel at (202) 220-6963. Of course if you wish to withdraw your name from nomination, we will file an 8-K promptly after receipt of your withdrawal so that there is ample time for shareholders to make other nominations of qualified persons for the Board to consider.

Very truly yours,

Gerard H. Brandi

Chairman of the Board of Directors

MASSBANK CORP.

cc: Seidman and Associates, LLC

EX-99.4

Exhibit 99-4

February 28, 2008

Mr. Welles C. Hatch

80 Log Hill Road

Carlisle, Massachusetts 01741

5 Concord Farms

555 Virginia Road

Concord, Massachusetts 01742

Dear Mr. Hatch:

As Chairman of the MASSBANK CORP Board of Directors, I am writing to inform you that the Board of Directors have received your name as a nominee for election to the Board of Directors of the Company by letter dated February 25, 2008, from Seidman and Associates, LLC addressed to Robert S. Cummings, Secretary of the Company, and pursuant to Article I, Section I and Article II, Section 2 and 2A of the Company’s bylaws. As you know the Company recently adopted an amendment to the bylaws to include a minimum qualification standard for all directors and persons nominated as a director. A copy of the bylaw, designated as 2A, is attached to this letter. The bylaw provides that no person shall be qualified to serve or be nominated as a director, if that person or the person nominating that person has failed to file certain beneficial stock ownership reports or failed to receive any necessary regulatory approvals relating to stock ownership, or if it has ever been determined that such person or nominating person has been guilty of conduct involving personal dishonesty, a breach of fiduciary duty or violation of banking or securities laws. The bylaw provides a period in which a disqualified nominee can cure or provide evidence to rebut the Board’s determination of disqualification.

Upon our review, the Board has determined that you, or the person who nominated you, does not meet the initial threshold requirements set forth in bylaw 2A for nomination, election or service on the Board. In this regard, the Board has considered the background of Seidman and Associates, LLC (“SAL”) and its Managing Member, Lawrence B. Seidman, who also is the person who has signed all correspondence on behalf of SAL. The Board also considered the decision of the U.S. Third Circuit Court of Appeals in the case of IBS Financial Corp v. Seidman & Associates, LLC, et. al, and the enforcement action taken by the Office of Thrift Supervision against Mr. Seidman. Based on the above, the Board has determined that Mr. Seidman and the persons nominated by SAL do not meet the provisions of bylaw 2A as interpreted by the Nominating Committee and the Board.

We call your attention to the revised nomination process, which enables a shareholder to nominate a candidate for election to the Board at the upcoming 2008 meeting of stockholders. Such nominations must be received no later than close of business on March 4, 2008. We advise you however that persons acting in concert with, or who have agreed to act pursuant to instructions from or at the direction of, or who are the alter ego of, disqualified persons under bylaw 2A will also be disqualified.

We also call your attention to the last paragraph of Section 2A which provides an opportunity for a nominee to overcome the threshold determination of disqualification. We would consider any written submissions or meet with you personally in the event you desire to utilize the cure provision in the bylaw. Such written submissions or testimony must be received no later than March 10, 2008. You may contact the Board by calling John Bruno of Locke Lord Bissell & Liddell LLP, Special Counsel at (202) 220-6963. Of course if you wish to withdraw your name from nomination, we will file an 8-K promptly after receipt of your withdrawal so that there is ample time for shareholders to make other nominations of qualified persons for the Board to consider.

Very truly yours,

Gerard H. Brandi

Chairman of the Board of Directors

MASSBANK CORP.

cc: Seidman and Associates, LLC