SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BRANDI GERARD H

(Last)

(First)

(Middle)

C/O MASSBANK CORP

123 HAVEN STREET

(Street)

READING

01867

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MASSBANK CORP [ MASB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock MASSBANK Corp	01/08/2004		J⁽¹⁾		7,500	A	$11.5	222,362.3545⁽²⁾⁽³⁾⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$11.5	01/08/2004		J⁽¹⁾			7,500	01/18/1994	01/17/2004	Common	7,500	$11.5	0	D

Explanation of Responses:

1. Exercise of stock option granted under the MASSBANK Corp 1986 Stock option Plan

2. Includes: 146,239.224 shares owned directly by Gerard H. Brandi and his wife, Lynda Brandi; 23,528.507 shares owned directly by Gerard H. Brandi; and 26,431.2425 shares owned indirectly by Gerard H. Brandi under the MASSBANK Corp Employee Stock Option Plan (ESOP).

3. Also includes 17,179.908 shares owned by Lynda Brandi including 113.621 shares acquired on 02/21/2003 at $28.892 per share,109.752 shares acquired on 05/22/2003 at $30.149 per share,101.620 shares acquired on 08/13/2003 at $32.810 per share and 81.983 shares acquired on 11/20/2003 at $40.954 per share pursuant to the reinvestment of dividends under the MASSBANK Corp Dividend Reinvestment Plan. Mr. Brandi disclaims beneficial ownership of these shares and this report shall not be deemed an admission that Mr. Brandi is the beneficial owner.

4. Also includes 1,483.473 shares owned indirectly by Gerard H. Brandi as Custodian for minor children which total includes 10.297 shares acquired on 02/21/2003 at $28.892 per share, 9.947 shares acquired on 05/22/2003 at $30.149 per share, 9.212 shares acquired on 08/13/2003 at $32.810 per share and 7.427 shares acquired on 11/20/2003 at $40.954 per share pursuant to the reinvestment of dividends under the MASSBANK Corp Dividend Reinvestment Plan. Mr. Brandi disclaims beneficial ownership of these shares and the filing of this report shall not be deemed an admission that Mr. Brandi is the beneficial owner.

Remarks:

	Gerard H. Brandi	01/08/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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