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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* WEST DONNA H (Last) (First) (Middle) C/O MASSBANK CORP 123 HAVEN STREET (Street) READING MA 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) Director 10% Owner X Officer (give title below) X Other (specify below) Assistant Secretary COO, MASSBANK subsidiary bank
	3. Date of Earliest Transaction (Month/Day/Year) 01/19/2007
	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)
			Code	V	Amount	(A) or (D)	Price
common stock	01/19/2007		J(1)		3,500	A	$20.0625	39,325.1215(2)(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$20.0625	01/19/2007		J(1)			3,500	01/21/1997	01/20/2007	common stock	3,500	$20.0625	0	D

Explanation of Responses:

1. Exercise of stock option granted under the MASSBANK Corp. Stock Option & Incentive Plan

2. Also includes includes 834.594 shares owned indirectly by Donna H. West as Custodian for minors; this total includes: 6.468 shares acquired 02/20/06 at $33.7194 per share; 6.689 shares acquired 05/19/06 at $32.8682 per share; 6.758 shares acquired 08/17/06 at $32.7970 per share; and 6.899 shares acquired 11/16/06 at $33.5939 per share, pursuant to the reinvestment of dividends under the MASSBANK Corp Dividend Reinvestment Plan. Ms. West disclaims beneficial ownership of these shares and the filing of this report shall not be deemed an admission that Ms. West is the beneficial owner.

3. Also includes 13,503.5975 shares owned indirectly by Donna H. West under the MASSBANK Employee Stock Ownership Plan (ESOP).

Remarks:

	Donna H. West	01/19/2007
	** 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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