X0202 5 2004-12-31 0 0 0 0000799166 MASSBANK CORP MASB 0001134600 BRANDI GERARD H C/O MASSBANK CORP 123 HAVEN STREET READING MA 01867 1 1 0 0 President, Chairman & CEO common stock 2005-02-14 5 J 0 0 A 182267.731 D common stock 2005-02-14 5 J 0 0 A 27272.615 I ESOP common stock 2005-02-14 5 J 0 0 A 17585.138 I Spouse owns common stock 2005-02-14 5 J 0 0 A 1523.415 I custodian for minors' accounts Position balance @year end reconcilement, with no unreported transactions. Indirect position indirectly held by Mr. Brandi in the MASSBANK Employee Stock Ownership Plan (ESOP); balance updated at year end reconcilement. Includes shares acquired pursuant to the reinvestment of dividends under the MASSANK Corp. Dividend ReInvestment Plan in transactions exempt from Form 4 filings: 107.635 shares acquired on August 19, 2004 at $34.5571 per share; and 99.356 shares acquired on November 18, 2004 at $37.7073 per share. Shares ownded by Lynda Brandi (spouse); Mr. Brandi disclaims beneficial owndership of these shares and this report shall not be deemed an admission that Mr. Brandi is the beneficial owner. Includes shares acquired pursuant to the reinvestment of dividends under the MASSANK Corp. Dividend ReInvestment Plan in transactions exempt from Form 4 filings: 10.851 shares acquired on August 19, 2004 at $34.5571 per share; and 10.011 shares acquired on November 18, 2004 at $37.7073 per share. Also includes includes shares owned indirectly by Gerard H. Brandi as Custodian for minors. Mr. Brandi disclaims beneficial ownership of these shares and the filing of this report shall not be deemed an admission that Mr. Brandi is the beneficial owner. Gerard H. Brandi 2005-02-14