X0202 4 2006-01-04 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 2006-01-04 4 J 0 5000 15.50 A 235107.971 D Option (right to buy) 15.50 2006-01-04 4 J 0 5000 15.50 D 1996-01-16 2006-01-15 common 5000 0 D Exercise of stock option granted under the MASSBANK Corp. Stock Option Plan Includes 28,221.354 shares owned indirectly by Gerard H. Brandi under the MASSBANK Employee Stock Ownership Plan (ESOP). Also includes 18,048.749 shares of common stock of MASSBANK Corp. stock owned by Mr. Brandi's spouse, to which Mr. Brandi disclaims beneficial ownership. This report shall not be deemed an admission that Mr. Brandi is the beneficial owner of these shares. This share position includes the following shares acquired during 2005 pursuant to the reinvestment of dividends under the MASSBANK Corp Dividend Reinvestment Plan: 103.214 sh @$38.00 per sh on 02/18/05; 108.997 sh @$36.2301 per sh on 05/19/05; 115.072 sh @$34.5636 on 08/18/05; and 136.328 sh @$30.5246 sh on 11/17/05. Also includes 1,570.137 shares of common stock of MASSBANK Corp. stock owned indirectly by Mr. Brandi as custodian for minors. This share position includes the following shares acquired during 2005 pursuant to the reinvestment of dividends under the MASSBANK Corp Dividend Reinvestment Plan: 10.40 sh @$38.00 per sh on 02/18/05; 10.984 sh @$36.2301 per sh on 05/19/05; 11.599 sh @$34.5636 on 08/18/05; and 13.739 sh @$30.5246 sh on 11/17/05. Gerard H. Brandi 2006-01-06