X0201 42003-10-2100000799166MASSBANK CORP MASB0001235383LAPIDUS LEONARDC/O MASSBANK CORP123 HAVEN STREETREADINGMA018671000Phantom Stock39.162003-10-214A038.304439.16ACommon38.30441246.0086DCash-only security issued pursuant to the Directors'Deferred Compensation PlanThe 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 issuerIncludes 9.1072 shares of MASSBANK Corp Common Stock acquired on 05/22/2003 at a price of $30.06 per share and 8.3240 shares of MASSBANK Corp Common Stock acquired on 08/13/2003 at a price of $33.14 per share pursuant to the reinvestment of dividends under the Directors' Deferred Compensation PlanLeonard Lapidus2003-10-23