X0202 4 2005-02-07 0 0000799166 MASSBANK CORP MASB 0001235351 BEDELL MATHIAS B C/O MASSBANK CORP 123 HAVEN STREET READING MA 01867 1 0 0 0 common stock 2005-02-07 4 M 0 11435.5244 A 36700.5244 D common stock 2005-02-07 4 D 0 11435.5244 37.17 D 25265 D Phantom stock 2005-02-07 4 M 0 11435.5244 D common 11435.5244 0 D Shares of stock purchased at various dates and prices per share during the past several years under the Directors Deferred Compensation Plan, as previously reported on applicable Forms 4s filed with the SEC. Includes 5,526.000 shares of common stock of MASSBANK Corp. stock owned by Mr. Bedell's spouse, to which Mr. Bedell disclaims beneficial ownership. This report shall not be deemed an admission that Mr. Bedell is the beneficial owner of these shares. Cash-only security issued pursuant to the Directors' Deferred Compensation Plan 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. On December 31, 2004, the reporting person attained the age of 72. Mathias B. Bedell 2005-02-11