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)
11/24/2006

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	11/24/2006		S		131.763⁽¹⁾	D	$33.7576	235,532.71⁽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)

Explanation of Responses:

1. Shares in one custodian account sold by Mr. Brandi on behalf of the beneficiary, who is no longer a minor.

2. Includes 28,221.354 shares owned indirectly by Gerard H. Brandi under the MASSBANK Employee Stock Ownership Plan (ESOP).

3. Also includes 18,564.883 shares of common stock of MASSBANK Corp. stock owned by Mr. Brandi's spouse, to which Mr. Brandi disclaims beneficial ownership. This report shall not be deemed an admission that Mr. Brandi is the beneficial owner of these shares. This share position includes the following shares acquired during 2006 pursuant to the reinvestment of dividends under the MASSBANK Corp Dividend Reinvestment Plan: 128.75sh @$32.8682 per sh on 05/19/06; 130.089sh @$32.7970 on 08/17/06; and 132.792sh @$33.5939 sh on 11/16/06.

4. Also includes 1,478.742 shares of common stock of MASSBANK Corp. stock owned indirectly by Mr. Brandi as custodian for minors. This share position includes the following shares acquired during 2006 pursuant to the reinvestment of dividends under the MASSBANK Corp Dividend Reinvestment Plan:12.977sh@$32.8682 per sh on 05/19/06; 8.790sh @$32.7970 on 08/17/06; and 8.972sh@$33.5939 sh on 11/16/06.

Remarks:

	Gerard H. Brandi	11/27/2006
	** 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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