X0202 4 2006-03-08 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 2006-03-08 4 S 0 2.92 33.00 D 235242.103 D Fractional shares (.417 shares for 7 custoidian accounts)were sold by the account's broker in conjunction with a merger/sale of the brokerage firm to another firm. Mr. Brandi was not consulted prior to this disolution of these fractional shares, learning about it only upon receipt of his monthly statement, and therefore immediately reporting this transaction. Includes 28,221.354 shares owned indirectly by Gerard H. Brandi under the MASSBANK Employee Stock Ownership Plan (ESOP). Also includes 18,173.252 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 on 02/20/06 pursuant to the reinvestment of dividends under the MASSBANK Dividend Reinvestment Plan: 124.503 shares at $33.7194 per share. Also includes 1,579.766 shares of common stock of MASSBANK Corp. stock owned indirectly by Mr. Brandi as custodian for minors. These share positions include 12.549 shares acquired on 02/20/06 at $33.7194 per share, pursuant to the reinvestment of dividends under the MASSBANK Dividend Reinvestment Plan. Gerard H. Brandi 2006-03-16