FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MARSHALL STEPHEN E 		2. Issuer Name and Ticker or Trading Symbol

MASSBANK CORP [ MASB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MASSBANK, 123 HAVEN STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/3/2008
(Street)

READING, MA 01867
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/3/2008     D    1348.296   D $40.00   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock     (2) 9/3/2008     D        1582.1319      (2)   (2) Common Stock   1582.1319   $40.00   0   D    
Non-Qualfied Stock Option (right to buy)   $27.6333   9/3/2008     D        1125      (3) 1/14/2012   Common Stock   1125   $12.3667   (3) 0   D    
Non-Qualfied Stock Option (right to buy))   $28.44   9/3/2008     D        750      (4) 1/20/2013   Common Stock   750   $11.56   (4) 0   D    
Non-Qualfied Stock Option (right to buy)   $37.15   9/3/2008     D        1000      (5) 1/17/2015   Common Stock   1000   $2.85   (5) 0   D    
Non-Qualfied Stock Option (right to buy)   $32.80   9/3/2008     D        1000      (6) 1/16/2016   Common Stock   1000   $7.20   (6) 0   D    
Non-Qualfied Stock Option (right to buy)   $32.60   9/3/2008     D        1000      (7) 1/15/2017   Common Stock   1000   $7.40   (7) 0   D    
Non-Qualfied Stock Option (right to buy)   $36.15   9/3/2008     D        1000      (8) 1/14/2018   Common Stock   1000   $3.85   (8) 0   D    

Explanation of Responses:
( 1)  Each share of common stock was converted into the right to receive $40.00 in cash, without interest and less any applicable withholding taxes, pursuant to the Agreement and Plan of Agreement, dated March 10, 2008, by and among Eastern Bank Corporation, Eastern Bank, Minuteman Acquisition Corp., the issuer and MASSBANK (the "Merger Agreement").
( 2)  These phantom stock units (issued pursuant to the Directors' Deferred Compensation Plan), each of which was the econocmic equivalent of one share of issuer common stock, were cancelled pursuant to a merger agreement by and among Eastern Bank Corporation, Eastern Bank, Mimuteman Acquisition Corp., the issuer and MASSBANK, in exchange for $40.00 per share of common stock underlying such phantom stock units in cash, without interest and less any applicable withholding taxes.
( 3)  This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($27.63333) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement.
( 4)  This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($28.44) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement.
( 5)  This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($37.15) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement.
( 6)  This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($32.80) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement.
( 7)  This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($32.60) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement.
( 8)  This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($36.15) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MARSHALL STEPHEN E
C/O MASSBANK
123 HAVEN STREET
READING, MA 01867 		X



Signatures
Stephen E. Marshall 9/3/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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