FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BUFFERD ALLAN S 		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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MASSBANK CORP, 123 HAVEN STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/27/2008
(Street)

READING, MA 01867
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Phantom stock   (1) $39.85   8/27/2008     A     15.0565         (2)   (2) common stock   15.0565   $39.85   3922.4755   (3) D    
Phantom stock   (1) $39.85   8/28/2008     A     25.0941         (2)   (2) common stock   25.0941   $39.85   3947.5696   D    

Explanation of Responses:
( 1)  Cash-only security issued pursuant to the Directors' Deferred Compensation Plan
( 2)  The shares of phantom stock become payable in shares of common stock of the Issuer upon the reporting person attaining the age of 72, or his termination or death or upon a change of control of the Issuer
( 3)  Includes 28.2370 shares of MASSBANK Corp Common Stock acquired on 08/12/08 at a price of $39.84 per share pursuant to the reinvestment of dividends under the Directors' Deferred Compensation Plan

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BUFFERD ALLAN S
C/O MASSBANK CORP
123 HAVEN STREET
READING, MA 01867 		X



Signatures
Allan S. Bufferd 8/28/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Massbank Corp Read Mass (MM) (NASDAQ:MASB)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Massbank Corp Read Mass (MM) Charts.
Massbank Corp Read Mass (MM) (NASDAQ:MASB)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Massbank Corp Read Mass (MM) Charts.