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^*

WEST DONNA 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)

	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)
01/14/2008

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	01/14/2008		J⁽¹⁾		2,625	A	$29.5	43,195.6371⁽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)
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)
stock option exercise	$29.5	01/14/2008		J⁽¹⁾			2,625	01/20/1998	01/19/2008	common stock	2,625	$29.5	0	D
stock option grant (right to buy)	$36.15	01/15/2008		J⁽⁴⁾		2,500		01/15/2009⁽⁵⁾	01/14/2018	common stock	2,500	$36.15	2,500	D

Explanation of Responses:

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

2. Also includes includes 862.540 shares owned indirectly by Donna H. West as Custodian for minors; this total includes: 7.019 shares acquired 02/16/07 at $33.2933 per share; 7.145 shares acquired 05/18/07 at $32.98 per share; 6.962 shares acquired 08/16/07 at $34.1377 per share; and 6.82 shares acquired 11/15/07 at $36.39 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 14,721.1671 shares owned indirectly by Donna H. West under the MASSBANK Employee Stock Ownership Plan (ESOP).

4. Grant of stock option under the MASSBANK Corp. Stock Option and Incentive Plan

5. Vesting over 5 years with 500 shares vested each anniversary year beginning 01/15/2009.

Remarks:

	Donna H. West	01/16/2008
	** 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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