UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-QSB

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended September 30, 2001

                                     OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                       Commission File Number 0-24791

                         MASSACHUSETTS FINCORP, INC.
--------------------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)

Delaware                                                        04-3431804
--------------------------------------------------------------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         identification No.)

70 Quincy Avenue, Quincy, Massachusetts                              02169
--------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

(617) 769-1100
--------------------------------------------------------------------------
(Issuer's telephone number, including area code)

Not Applicable
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)

      Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

Yes  [X]       No  [ ]

                    APPLICABLE ONLY TO CORPORATE ISSUERS:

      State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: the Issuer had
523,884 shares of common stock, par value $0.01 per share, outstanding as
of November 13, 2001.

<PAGE>


                         MASSACHUSETTS FINCORP, INC.
                                 FORM 10-QSB
                                    Index

PART I. FINANCIAL INFORMATION                                        3

Item 1.      Financial Statements                                    3

Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations                     9

PART II.     OTHER INFORMATION                                      16

Item 1.      Legal Proceedings                                      16

Item 2.      Changes in Securities and Use of Proceeds              16

Item 3.      Defaults Upon Senior Securities                        16

Item 4.      Submission of Matters to a Vote of Security Holders    16

Item 5.      Other Information                                      16

Item 6.      Exhibits and Reports on Form 8-K                       16

Exhibit 11.  Statement Re: Computation of Per Share Earnings        17

SIGNATURES                                                          18

<PAGE>  2


PART I.    FINANCIAL INFORMATION
Item 1.    Financial Statements

                MASSACHUSETTS FINCORP, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                              September 30,     December 31,
                                                  2001              2000
                                              -------------     ------------
                                               (unaudited)


                                          <c>               <c>
ASSETS
Cash and due from banks                      $  3,079,226      $  2,098,449
Federal funds sold                              6,581,473         3,420,685
                                             ------------------------------
      Total cash and cash equivalents           9,660,699         5,519,134

Securities available for sale                  21,657,994        15,039,257
Securities held to maturity                       504,587           512,843
Federal Home Loan Bank Stock, at cost           1,131,500         1,131,500
Mortgage loans held for sale                    8,021,008         1,585,330

Loans                                          77,653,192        85,122,944
Less:  allowance for loan losses                 (713,513)         (764,479)
                                             ------------------------------
      Loans, net                               76,939,679        84,358,465

Banking premises and equipment, net.            4,019,502         4,080,332
Accrued interest receivable                       711,756           602,738
Due from Co-operative Central Bank                242,850           242,850
Other assets                                      240,202           129,629
                                             ------------------------------

                                             $123,129,777      $113,202,078
                                             ==============================

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits                                     $ 96,334,438      $ 89,121,397
Federal Home Loan Bank borrowings              15,838,168        13,598,922
Mortgagor's escrow accounts                       294,093           381,111
Accrued expenses and other liabilities          1,006,731           420,100
                                             ------------------------------
      Total liabilities                       113,473,430       103,521,530
                                             ------------------------------

Commitments and contingencies                           -                 -

Preferred stock, par value $.01 per
 share, 500,000 shares authorized;
 no shares are issued or outstanding.                   -                 -
Common stock par value $.01 per share,
 2,500,000 shares authorized;
 600,059 and 545,481shares issued
 and outstanding, respectively                      6,001             5,455
Treasury stock at cost, 76,175 and
 27,250 shares' respectively                   (1,103,561)         (387,456)
Purchase of common stock for stock based
 incentive plan,24,002 and 8,900 shares,
 respectively.                                   (313,170)         (122,978)
Additional paid-in capital.                     5,932,024         5,141,285
Unallocated ESOP shares.                         (305,466)         (305,466)
Unearned stock awards.                           (155,573)         (205,102)
Retained earnings.                              5,457,254         5,644,812
Accumulated other comprehensive income            138,838           (90,002)
                                             ------------------------------
      Total Shareholders' equity                9,656,347         9,680,548
                                             ------------------------------

                                             $123,129,777      $113,202,078
                                             ==============================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

<PAGE>  3


                MASSACHUSETTS FINCORP, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                 For the Three Months Ended      For the Nine Months Ended
                                                        September 30,                   September 30,
                                                 --------------------------      -------------------------
                                                    2001            2000            2001            2000
                                                    ----            ----            ----            ----
                                                         (unaudited)                     (unaudited)


                                              <c>             <c>             <c>             <c>
Interest and dividend income:
  Interest and fees on loans                     $1,685,528      $1,759,614      $5,240,947      $5,088,415
  Interest  on investments                          312,166         215,276         849,235         603,819
  Dividends on investments                           41,616          33,138         129,391         122,779
  Interest on Federal funds sold                     46,406          70,234         106,456         112,414
                                                 ----------------------------------------------------------
      Total interest and dividend income          2,085,716       2,078,262       6,326,029       5,927,427
                                                 ----------------------------------------------------------
Interest expense:
  Interest on deposit accounts                      765,138         964,676       2,591,874       2,477,769
  Interest on borrowed funds                        250,999         279,213         719,756         919,778
                                                 ----------------------------------------------------------
      Total interest expense                      1,016,137       1,243,889       3,311,630       3,397,547
                                                 ----------------------------------------------------------
Net interest income                               1,069,579         834,373       3,014,399       2,529,880
Provision for loan losses                           (10,833)        (41,255)        (83,349)        (19,958)
                                                 ----------------------------------------------------------
Net interest income, after provision for
 loan losses                                      1,080,412         875,628       3,097,748       2,549,838
                                                 ----------------------------------------------------------

Non-interest income:
  Customer service fees                              66,939          36,648         176,379         106,148
  Loan fees and gain on sale of loans and
   loan servicing rights                            181,765          42,552         434,941          69,921
  Net gain on sales of securities
   available for sale                                     -               -              (5)              -
  Miscellaneous                                      26,496          30,603          78,107          68,258
                                                 ----------------------------------------------------------
      Total non-interest  income                    275,200         109,803         689,422         244,327
                                                 ----------------------------------------------------------

Non-interest expense:
  Salaries and employee benefits                    537,632         505,311       1,598,043       1,424,887
  Occupancy and equipment                           126,454         122,760         405,971         361,051
  Data processing                                    58,352          38,741         153,089         134,706
  Contributions                                       1,275             445           3,004           2,075
  Other general and administrative                  255,469         173,191         669,086         624,678
                                                 ----------------------------------------------------------
      Total non-interest expense                    979,182         840,448       2,829,193       2,547,397
                                                 ----------------------------------------------------------
Income before income tax provision                  376,430         144,983         957,977         246,768
Income tax provision                                139,807          39,522         354,154          79,263
                                                 ----------------------------------------------------------
Net income                                       $  236,623      $  105,461      $  603,823      $  167,505
                                                 ==========================================================

Other comprehensive income, net of tax:
Unrealized holding gains (loss) arising
 during the period                                  140,284         110,954         228,840         115,674
Less:  reclassification adjustment for
       (gains) included in net income                     -               -               3               -
                                                 ----------------------------------------------------------
Other comprehensive income (loss), net of tax       140,284         110,954         228,843         115,674
                                                 ----------------------------------------------------------
Comprehensive income                             $  376,907      $  216,415      $  832,666      $  283,179
                                                 ==========================================================

Earnings Per Share:
Basic                                            $     0.47      $     0.19      $     1.15      $     0.30
Diluted                                          $     0.45      $     0.19      $     1.12      $     0.30

Weighted Average Shares Outstanding:
Basic                                               502,262         554,358         524,065         557,191
Diluted                                             520,587         564,378         539,334         566,177
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

<PAGE>  4


                MASSACHUSETTS FINCORP, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                  Period Ended September 30, 2001 and 2000
                                 (unaudited)

<TABLE>
<CAPTION>
                                                                                                           Accumulated
                                                 Unvested   Additional             Unallocated  Unearned      Other
                          Common    Treasury      Stock      Paid-in     Retained      ESOP       Stock   Comprehensive
                          Stock      Stock        Awards     Capital     Earnings     Shares      Awards   Income (Loss)   Total
                          ------    --------     --------   ----------   --------  -----------  --------  --------------   -----


                       <c>     <c>           <c>         <c>         <c>         <c>         <c>         <c>         <c>
Balance at
 December 31, 1999        $5,455  $         -   $       -   $5,129,472  $5,406,346  $(349,104)  $(255,236)  $(314,960)  $9,621,973
Stock awards
 amortization.                 -            -           -            -           -          -      37,041           -       37,041
Purchase of treasury
 stock.                        -     (287,494)          -            -           -          -           -           -     (287,494)
Net income for the
 period ended
 September 30, 2000            -            -           -            -     167,505          -           -           -      167,505
Other comprehensive
 income, net of tax            -            -           -            -           -          -           -     115,674      115,674
                          ---------------------------------------------------------------------------------------------------------
Balance at
 September 30, 2000       $5,455  $  (287,494)  $       -   $5,129,472  $5,573,851  $(349,104)  $(218,195)  $(199,286)  $9,654,699
                          ========================================================================================================

Balance at
 December 31, 2000        $5,455  $  (387,456)  $(122,978)  $5,141,285  $5,644,812  $(305,466)  $(205,102)  $ (90,002)  $9,680,548
Stock awards
 amortization                  -            -           -            -           -          -      39,276           -       39,276
Purchase of treasury
 stock.                        -     (716,105)          -            -           -          -           -           -     (716,105)
Purchase of common
 stock for stock
 incentive plan.               -            -    (190,192)           -           -          -           -           -     (190,192)
10% stock dividend.          546            -           -      790,835    (791,381)         -           -           -            -
Stock awards compen-
 sation expense.               -            -           -      (10,512)          -          -      10,253           -         (259)
ESOP shares compens-
 ation expense.                -            -           -       10,416           -          -           -           -       10,416
Net income for the
 period ended
 September 30, 2001            -            -           -            -     603,823          -           -           -      603,823
Other comprehensive
 income, net of tax            -            -           -            -           -          -           -     228,840      228,840
                          ---------------------------------------------------------------------------------------------------------
Balance at
 September 30, 2001       $6,001  $(1,103,561)  $(313,170)  $5,932,024  $5,457,254  $(305,466)  $(155,573)  $ 138,838   $9,656,347
                          ========================================================================================================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

<PAGE>  5


                MASSACHUSETTS FINCORP, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                      For the Nine Months Ended
                                                                            September 30,
                                                                      -------------------------
                                                                       2001               2000
                                                                       ----               ----
                                                                            (unaudited)


                                                               <c>                <c>
Cash flow activities:
  Net income                                                      $    603,823       $    167,505
  Adjustment to reconcile net income to net cash
   (used)provided by operating activities
    Provision (credit) for loan losses.                                (83,349)           (19,958)
    ESOP compensation expense.                                         (34,842)           (34,842)
    Stock awards expense.                                               49,529             37,041
    Depreciation and amortization expense                              193,381            191,490
    Net loss (gain) on sales of securities available for sale                5                  -
    Loans originated for sale                                      (50,102,228)        (9,247,743)
    Principal balance on loans sold                                 43,666,550          8,634,868
    Amortization of deferred loan fees                                  61,767            167,051
    Amortization of investment securities,
     net of accretion                                                    7,159             17,184
    Increase in accrued interest receivable                           (109,018)          (146,458)
    Increase in other assets                                          (110,573)           127,843
    Deferred tax provision (benefit).                                        -            (84,187)
    Decrease in accrued expenses
     and other liabilities                                             586,631             36,058
                                                                  -------------------------------

      Net cash used by operating
       activities                                                   (5,271,165)          (154,148)
                                                                  -------------------------------

Cash flows from investing activities:
  Purchase of securities available for sale                        (10,240,677)        (1,685,779)
  Proceeds from maturities of securities available for sale            305,000            370,000
  Proceeds from maturities of securities held to maturity                    -                  -
  Proceeds from sales and calls of securities available
   for sale                                                          3,313,939                  -
  Purchase of Federal Home Loan Bank stock                                   -            (35,000)
  Principal payments received on mortgage-backed and
   asset backed securities                                             360,944            413,503
  Loan originations and principal payments, net                      7,347,103        (10,691,217)
  Purchase of banking premises and equipment                          (132,551)          (420,968)
                                                                  -------------------------------

      Net cash provided used by investing
       activities                                                      953,758        (12,049,461)
                                                                  -------------------------------
</TABLE>

<PAGE>  6


                MASSACHUSETTS FINCORP, INC. AND SUBSIDIARIES
             CONSOLIDATED  STATEMENTS OF CASH FLOWS - CONCLUDED

<TABLE>
<CAPTION>
                                                                      For the Nine Months Ended
                                                                            September 30,
                                                                      -------------------------
                                                                       2001               2000
                                                                       ----               ----
                                                                            (unaudited)


                                                               <c>                <c>
Cash flows from financing activities:
  Net  change in deposits                                            7,213,041         22,806,802
  Net decrease in Federal Home Loan Bank
   advances with maturities less than three months                           -           (687,000)
  Federal Home Loan Bank advances with maturities
   in excess of three months                                         7,334,000         18,200,000
  Repayment of Federal Home Loan Bank advances
   with maturities in excess of three months                        (5,094,754)       (24,746,356)
     Net decrease in mortgagor's escrow accounts                       (87,018)           (60,162)
     Acquisition of treasury stock                                    (716,105)          (287,494)
     Purchase of common stock for stock based incentive plan          (190,192)                 -
                                                                  -------------------------------

      Net cash provided by financing activities                      8,458,972         15,225,790
                                                                  -------------------------------

Net change in cash and cash equivalents                              4,141,565          3,022,181

Cash and cash equivalents at beginning of year                       5,519,134          3,080,937
                                                                  -------------------------------

Cash and cash equivalents at end of year                          $  9,660,699       $  6,103,118
                                                                  ===============================

Supplementary Information
  Interest paid on deposit accounts                               $  2,588,717       $  2,467,085
  Interest paid on borrowed funds                                      564,525            937,538
  Income tax payments (refunds), net                                    90,612             80,912
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

<PAGE>  7


                          MASSACHUSETTS FINCORP, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (UNAUDITED)

(1)   BASIS OF PRESENTATION

      The accompanying unaudited consolidated financial statements of
Massachusetts Fincorp, Inc. (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-QSB and of
Regulation S-B.  Accordingly, the financial statements do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of a normal recurring nature)
considered necessary for a fair presentation have been included.  Operating
results for the three and nine months ended September 30, 2001 are not
necessarily indicative of the results that may be expected for the current
fiscal year.

      For further information, refer to the consolidated financial
statements included in the Company's annual report and Form 10-KSB for the
period ended December 31, 2000, filed with the Securities and Exchange
Commission.

(2)   REORGANIZATION AND STOCK OFFERING

      The Company was incorporated under Delaware law on July 10, 1998.  On
December 21, 1998, the Company acquired The Massachusetts Co-operative Bank
(the "Bank") as a part of the Bank's conversion from a mutual to a stock
Massachusetts-chartered co-operative bank (the "Conversion").  The Company
is a savings and loan holding company and is subject to regulation by the
Office of Thrift Supervision (the "OTS").  Currently, the Company does not
transact any material business other than through the Bank.  Prior to
December 21, 1998, the Company had no operations.  The Company retained 50%
of the net conversion proceeds of $4.9 million, which it retained for
general business activities and to form and capitalize the Employee Stock
Ownership Plan (the "ESOP") Loan Subsidiary, which loaned funds to the ESOP
to purchase 8% of the stock issued in the Conversion.  Through September
30, 2001, the Company has purchased 100,177 shares of its common stock at a
cost of $1,416,726.75, of which 24,002 shares are allocated to the Stock
Based Incentive Plan and 76,175 shares are being held as treasury stock.
The company has funded all shares authorized under its Stock Based
Incentive Plan.  The Company has subsequently transferred all remaining
unused and available capital to the Bank.

<PAGE>  8


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

      This Form 10-QSB contains forward-looking statements within the
meaning of the federal securities laws.  These statements are not
historical facts, rather the statements are based on the Company's current
expectations regarding its business strategies and their intended results
and its future performance.  Forward-looking statements are preceded by
terms such as "expects," "believes," "anticipates," "intends" and similar
expressions.

      Forward-looking statements are not guarantees of future performance.
Numerous risks and uncertainties could cause the Company's actual results,
performance and achievements to be materially different from those
expressed or implied by the forward-looking statements.  Factors that may
cause or contribute to these differences include, without limitation,
general economic conditions, including changes in market interest rates and
changes in monetary and fiscal policies of the federal government;
legislative and regulatory changes; and other factors disclosed
periodically in the Company's filings with the Securities and Exchange
Commission.

      Because of the risks and uncertainties inherent in forward-looking
statements, readers are cautioned not to place undue reliance on them,
whether included in this report or made elsewhere from time to time by the
Company or on its behalf.  The Company assumes no obligation to update any
forward-looking statements.

General

      The Bank is a community-oriented co-operative bank, which was
originally organized in 1908 as The Massachusetts Co-operative Bank, a
Massachusetts-chartered mutual co-operative bank.  The Bank's principal
business consists of the acceptance of retail deposits from the general
public in the areas surrounding its three full-service banking offices and
the investment of those deposits, together with funds generated from
operations and borrowings, primarily in mortgage loans secured by one-to-
four family residences.  Approximately 30% of the Bank's portfolio consist
of multi-family, commercial real estate, and construction loans.  The Bank
intends to continue to increase its emphasis on multi-family, commercial
real estate and construction lending.  The Bank operates through its three
full-service banking offices located in the greater Boston metropolitan
area.  The Bank originates loans both for investment and sale in the
secondary market, generally releasing the servicing rights to all loans
sold.  The Bank also invests in mortgage-backed securities, securities
issued by the U.S. Government and other investments permitted by applicable
laws and regulations.  The Bank's revenues are derived principally from the
generation of interest and fees on loans originated, and to a lesser
extent, interest and dividends on investment securities, service charges on
deposit accounts and gains from the sale of mortgage loans.  The Bank's
primary sources of funds are retail savings deposits, and to a lesser
extent, principal and interest payments on loans and investment securities,
advances from Federal Home Loan Bank ("FHLB"), and proceeds from the sale
of loans.

      Through September 30, 2001, the Company has purchased 100,177 shares
of its common stock at a cost of $1,416,726.75, of which 24,002 shares are
allocated to the Stock Based Incentive Plan and 76,175 shares are being
held as treasury stock. The company has funded all shares authorized under
its Stock Based Incentive Plan.  The Company announced a 5% repurchase plan
that became effective on October 25, 2001 which authorized the repurchase
of 26,194 shares.  The repurchase plan ends on April 25, 2002.

Operating Strategy

      The Bank's operating strategy is to maximize profitability and manage
its interest rate risk mainly by originating fixed-rate one-to-four family
mortgage loans primarily for sale, generally on a servicing released basis,
and originating adjustable-rate one-to-four family mortgage loans for
investment.  The Bank also originates multi-family and commercial real
estate loans, as well as construction loans.  Management believes that
these loans provide additional yield and rate sensitivity to the loan
portfolio, while diversifying the credit risk inherent in the loan
portfolio.  The Bank has also pursued a growth strategy to broaden the
Bank's lending and deposit base through the establishment of two de novo
branch offices in the Boston metropolitan area in 1996 and 1999. The Bank
has no current plans to increase the number of its branches.  The Bank has
made substantial infrastructure investments, including staffing, offices
and technology, to support future growth.  To increase the volume of
originations, the Bank has increased the number of commissioned on-the-road
loan originators.  Although it can not be assured, management believes that
with the investment now in the origination staff and the establishment of
the tools that they need to efficiently originate loans, the Bank has
positioned itself to generate additional earnings.

<PAGE>  9


Average Balance Sheet

      Presented below are the average balance sheets for the periods
indicated.

<TABLE>
<CAPTION>
                                                                   For the Nine Months Ended
                                                                         (unaudited)
                                           -----------------------------------------------------------------------
                                                   September 30, 2001                     September 30, 2000
                                           --------------------------------       --------------------------------
                                                                    Average                                Average
                                           Average                   Yield/       Average                   Yield/
                                           Balance      Interest      Cost        Balance      Interest      Cost
                                           -------      --------    -------       -------      --------    -------
                                                                    (Dollars in thousands)


                                        <c>           <c>         <c>          <c>           <c>         <c>
Assets:
  Interest earning assets:
    Federal funds sold and
     short term investments                $  3,807      $  117        4.10%      $  2,720      $  122        5.98%
    Securities                               17,283         839        6.47%        11,695         595        6.78%
    Mortgage loans, net                      83,134       5,023        8.06%        82,254       4,930        7.99%
    Other loans.                              3,145         218        9.24%         2,086         158       10.10%
                                           --------      ------                   --------      ------
        Total interest earning asssets      107,369       6,197        7.70%        98,755       5,805        7.84%
    Noninterest-earning assets                5,608                                  5,730
                                           --------                               --------
    Equity securities                         2,738         129        6.28%         2,430         123        6.75%
                                           --------      ------                   --------      ------
        Total assets                       $115,715      $6,326                   $106,915      $5,928
                                           ========      ------                   ========      ------
Liabilities and Surplus:
  Interest bearing liabilities:
    Deposits:
      Savings accounts                     $ 16,889      $  270        2.13%      $ 10,768      $  164        2.03%
      Money market accounts                      61           1        2.19%            99           2        2.69%
      Now accounts                           23,224         618        3.55%        19,792         603        4.06%
      Certificates of deposit                41,642       1,703        5.45%        41,128       1,709        5.54%
                                           --------      ------                   --------      ------
      Total deposits                         81,816       2,592        4.22%        71,787       2,478        4.60%
    FHLB advances                            15,231         720        6.30%        19,530         920        6.28%
                                           --------      ------                   --------      ------
  Total interest bearing liabilities         97,047       3,312        4.55%        91,317       3,398        4.96%
                                           --------      ------                   --------      ------
Noninterest -bearing demand
 checking accounts                            7,279                                  4,551
Noninterest-bearing liabilities               1,434                                  1,322
                                           --------                               --------
        Total liabilities                   105,760                                 97,190
Total surplus                                 9,955                                  9,725
                                           --------                               --------
        Total liabilities and surplus      $115,715                               $106,915
                                           ========                               ========
Net interest income                                      $3,014                                 $2,530
                                                         ======                                 ======
Net interest income/interest
 rate spread                                                           3.15%                                  2.88%
                                                                     ======                                 ======
Net interest margin as a percent
 of interest-earning assets                                            3.74%                                  3.42%
                                                                     ======                                 ======
Ratio of interest-earning assets
 to interest-bearing liabilities                                     110.64%                                108.15%
                                                                     ======                                 ======
</TABLE>

<PAGE> 10


Comparison of Financial Condition at September 30, 2001 and December 31, 2000

      The Company's total assets increased by $9.9 million, or 8.8% for the
nine months ended September 30, 2001 from $113.2 million at December 31,
2000 to $123.1 million.  The increase was due to a $6.4 million growth in
loans held for sale from $1.6 million at December 31, 2000 to $8.0 million
at September 30, 2001 and a $6.6 million increase in securities available
for sale from $15.0 million at December 31, 2000 to $21.7 million at
September 30, 2001.   These increases were partially offset by a decrease
in portfolio loans of $7.5 million from $84.4 million at December 31, 2000
to $76.9 million at September 31, 2001. The reduction in the loan portfolio
during this period was a result of a decreasing interest rate environment
in which the Bank experienced increased loan prepayment speeds as
refinancing activity increased.  Additionally, cash and cash equivalents
increased by $4.2 million from $5.5 million at December 31, 2000 to $9.7
million at September 30, 2001 which is a result of the increase in deposit
balances of $7.2 million from $89.1 at December 31, 2000 to $96.3 million
at September 30, 2001.  The net increase follows the strategic plan that
calls for an increase in mortgage-banking activity and the implementation
of a $5.0 million leveraged investment security transaction to increase net
interest income.  The increase in cash and equivalents was intended to
allow the Company to pay down maturing Federal Home Loan Bank borrowings.

      Non-performing assets totaled $14,653 at September 30, 2001 and zero at
December 31, 2000.

Comparison of Operating Results for the Three Months Ended
 September 30, 2001 and 2000

General

      Net income for the three months ended September 30, 2001 totaled
$236,000, or $0.45 diluted earnings per share, compared to $105,000 or
$0.19 diluted earnings per share for the same period last year.  The
improvement in net income for the three months ended September 30, 2001
compared to the three months ended September 30, 2000 was a result of
increased net interest income of $205,000, higher levels of gains on sale
of loans of $139,000, and an increase in customer service fees of $30,000.
These increases were partially offset by increases in non-interest expenses
of $139,000, an increase in income tax provision of $100,000 and a
reduction in provision loan losses of $30,000. Net interest income
increased $205,000 or 23.4% from $876,000 for the three months ended
September 30, 2000 to $1.1 million for the three months ended September 30
2001 due primarily to an increase in the Bank's earning asset base coupled
with a sharp decline in the Bank's cost of funds.  Other income for the
three months ended September 30, 2001 increased $165,000 or 150.6%.  This
increase was centered primarily in gains on loans sold, the total of which
increased from $43,000 for the three months ended September 30, 2000 to
$182,000 for the three months ended September 30, 2001.  Total operating
expenses increased $139,000 or 16.5% from $840,000 for the three months
ended September 30, 2000 to $979,000 for the three months ended September
30, 2001.  The increase in operating expenses can be attributed primarily
to the higher levels of advertising, professional and printing fees,
increases in retirement, payroll taxes, medical/dental premiums, and real
estate taxes on bank-owned buildings.

Interest and Dividend Income

      Interest and dividend income for the three months ended September 30,
2001 totaled $2.1 million, an increase of $7,000 or 0.3% from $2.1 million
for the three months ended September 30, 2000. A $97,000 increase in
interest and dividend income on investments contributed to the increase in
interest income.  This increase was primarily offset by a decrease of
$74,000 on interest and fees on loans.

Interest Expense

      Interest expense for the three months ended September 30, 2001 was
$1.0 million compared to $1.2 million for the three months ended September
30, 2000, a decrease of $228,000 or 18.3%.  The decrease in interest
expense was the net result of a $5.7 million increase in average interest
bearing liabilities and a 41 basis point drop in the average cost of
interest bearing liabilities.  The increase in average interest bearing
liabilities was primarily due to a $6.1 million or 56.8% increase in
average savings accounts to $16.9 million, for the three months ended
September 30, 2001 as compared to $10.8 million for the three months ended
September 30, 2000.  Also, average interest bearing checking accounts
increased $3.4 million or 17.3% from $19.8 million for the three months
ended September 30, 2000 to $23.2 million for the three months ended
September 30, 2001.  Additionally, average term

<PAGE> 11


certificates of deposit increased $0.5 million, or 1.2% to $41.6 million
for the three months ended September 30, 2001 as compared to $41.1 million,
for the three months ended September 30, 2000.  The increase in savings and
interest bearing checking accounts was mainly the result of the Bank's
promotion of high yield, tiered interest checking and savings products for
retail customers and the increase in term certificates was the promotion of
a new 11-month term certificate.  Average FHLB borrowings decreased $4.3
million, or 22.0% to $15.2 million for the three months ended September 30,
2001 as compared to $19.5 million, for the three months ended September 30,
2000.

Provision for Loan Losses

      The Bank's management assesses the adequacy of the allowance for loan
losses based on known and inherent risks in the loan portfolio and upon
management's continuing analysis of the quality of the loan portfolio.
While management believes that, based on information currently available,
the Bank's allowance for loan losses is sufficient to cover probable losses
inherent in its loan portfolio at this time, no assurances can be given
that the Bank's level of allowance for loan losses will be sufficient to
cover loan losses incurred by the Bank or that future adjustments to the
allowance for loan losses will not be necessary if economic and other
conditions differ substantially from the economic and other conditions used
by management to determine the current level of the allowance for loan
losses.  Management may increase or decrease the level of allowance for
loan losses as a percentage of total loans and nonperforming loans if the
level of multi-family, commercial real estate, construction or consumer
lending as a percentage of its total loan portfolio increases or decreases.
In addition, various regulatory agencies, as an integral part of their
examination process, periodically review the Bank's allowance for loan
losses.  These agencies may require the Bank to provide additions to the
allowance based on judgments different from management.

      Management periodically calculates a loan loss allowance sufficiency
analysis based upon the loan portfolio composition, asset classifications,
loan-to-value ratios, potential impairments in the loan portfolio and other
factors.  Management believes that, based on information available at
September 30, 2001, the Bank's allowance for loan losses was sufficient to
cover losses inherent in its loan portfolio at that time. As a result of
recoveries of $10,000 and decreasing loan balances for the three months
ended September 30, 2001, the Company realized an $11,000 recovery of the
provision for loan losses compared to a recovery of $41,000 for the three
months ended September 30, 2000.  The allowance for loan losses was
$714,000 at September 30, 2001 and $764,000 at December 31, 2000, which was
0.92% and 0.90% of total loans at each period end, respectively.

Net Interest Income

      Net interest income before provision for loan losses increased
$235,000, or 28.2%, to $1.1 million for the three months ended September
30, 2001 from $834,000 for the same period in 2000.  The increase was due
to a combination of an increase in average interest earning assets in
excess of average interest bearing liabilities of $2.8 million, and the
effect of a 27 basis point increase in interest rate spread from 2.88% for
the three months ended September 30, 2000 to 3.15% for the three months
ended September 30, 2001.  Additionally, the net interest margin increased
from 3.42% to 3.74% during the same period.

Non-Interest Income

      Non-interest income increased $165,000, or 150.6% to $275,000 for the
three months ended September 30, 2001 from $110,000 for the three months
ended September 30, 2000.  This increase was primarily due to a $139,000
increase in the gain on sale of loans, resulting from increased mortgage
banking activity.  The continued success of the mortgage banking activity
and the corresponding continued levels of gains on sale of loans is
dependant on many factors including staffing, interest rates, origination
volume, refinancing activity as well as other general economic conditions.
Additionally, gains on sale of loans will also be affected by the
percentage of loans originated that management directs to the Bank's loan
portfolio.  Therefore, there can be no assurances that the level of gains
on sale of loans will continue consistently in the future.

      An increase in service fees of $30,000 on customer accounts also
contributed to the increase in non-interest income.

<PAGE> 12


Non-Interest Expense

      Non-interest expense for the three months ended September 30, 2001
increased $139,000, or 16.5%, to $979,000 from $840,000 for the three
months ended September 30, 2000.  The increase was mainly the result of an
$82,000 increase in other general and administrative expenses, which
included printing, professional, and advertising fees.  The Bank
experienced additional non-interest expense increases in retirement,
medical/dental premiums, payroll taxes and real estate taxes on the Bank-
owned building as well as data processing expenses.

Income Tax Expense

      Income tax expense differs from statutory tax rates due to the effect
of permanent differences such as tax credits and dividends received
deductions.

Comparison of Operating Results for the Nine Months Ended September 30,
2001 and 2000

General

      Net income for the nine months ended September 30, 2001 was $604,000,
compared with net income of $168,000 for the nine months ended September
30, 2000.  The increase in net income is primarily the result of stronger
net interest income, a recovery in the provision for loan losses and
increased gains on sale of mortgage loans.

      Net interest income before provision for loan losses increased from
$2.5 million for the nine months ended September 30, 2000 to $3.0 million
for the nine months ended September 30, 2001, an increase of $484,000 or
19.1%.  The net interest margin increased from 3.42% to 3.74%, when
comparing the nine months ended September 30, 2000 and 2001.  The Bank
experienced an $83,000 recovery in the provision for loan losses for the
nine months ended September 30, 2001 compared to a recovery of $20,000
during the nine months ended September 30, 2000.  Total non-interest income
increased $445,000 or 182.2% from $244,000 for the nine months ended
September 30, 2000 to $689,000 for the nine months ended September 30, 2001
due to higher gains on sale of loans as a result of stronger mortgage
banking activity and increased customer service fees.

Interest and Dividend Income

      Total interest and dividend income increased $398,000 or 6.7% from
$5.9 million for the nine months ended September 30, 2000 to $6.3 million
for the nine months ended September 30, 2001.  The increase is primarily
the result of increased levels of interest and fees on loans and interest
on investments.

      Interest and fees on loans increased $152,000 or 3.0% from $5.1
million to $5.2 million for the nine months ended September 30, 2000 and
2001 due to higher average balances outstanding and increased yield on the
loan portfolio.  The average balance for the nine months ended September
30, 2001 increased to $83.1 million from $82.3 million at September 30,
2000, an increase of $0.9 million or 1.1% while the average yield on the
loan portfolio increased by seven basis points from 7.99% to 8.06% during
the same periods.  Interest on investment securities increased $245,000 or
40.6% from $604,000 to $849,000 when comparing the nine month periods ended
September 30, 2000 and 2001, respectively.  The increase is mainly
attributable to an increase in the average balance of securities.  The
average balance of investment securities for the nine months ended
September 30, 2001 was $17.3 million an increase of $5.6 million or 47.8%
compared to $11.7 million for the six months ended September 30, 2000
primarily due to the purchase of a $5.0 million U.S. Agency mortgage-backed
security.

Interest Expense

      Total interest expense decreased $86,000 or 2.5% from $3.4 million
for the nine months ended September 30, 2000 to $3.3 million for the nine
months ended September 30, 2001.  Interest on deposits increased $114,000
or 4.6% from $2.5 million for the nine months ended September 30, 2000, to
$2.6 million for the nine months ended September 30, 2001 due primarily to
a $10.0 million or 14.0% increase in the average balance of interest-
bearing deposits during the same period and a reduction of interest cost of
38 basis points.  The substantial increase in the average balance of
outstanding deposits during the first nine months of 2001 compared to the
same period of 2000 was a result of the promotion of high yield tiered
checking and savings products for retail customers.  Offsetting the

<PAGE> 13


increase in interest on deposits was a reduction in average outstanding
FHLB borrowings from $19.5 million for the nine months ended September 30,
2000 to $15.2 million for the nine months ended September 30, 2001
corresponding to a $200,000 reduction of interest expense on borrowed funds
during this period from $920,000 to $720,000.

Provision for Loan Loss

      The Bank recorded a recovery of the provision for loan losses of
$83,000 for the nine months ended September 30, 2001, compared to a
recovery of $20,000 for the nine months ended September 30, 2000 due
primarily to a decrease in gross loans outstanding.  Management believes
that the allowance for loan loss reported on the balance sheet at September
30, 2001 is adequate to absorb losses that are inherent in the loan
portfolio.

Net Interest Income

      Net interest income before provision for loan losses for the nine
months ended September 30, 2001 was $3.0 million, an increase of $484,000
or 19.1%, compared to $2.5 million for the nine months ended September 30,
2000.  The increase was driven by the Bank's planned growth, the result of
which was an increase in average earning assets of $8.6 million.  The
positive effect of this growth was enhanced by an increase in the interest
rate spread from 2.88% for the nine months ended September 30, 2000 to
3.15% for the nine months ended September 30, 2001 and improvement in the
net interest margin during the same period of 3.42% to 3.74%.  Deposits in
excess of net loan originations accumulated in 2001 were used to either
retire borrowings or to purchase investment securities.

Provision for Loan Loss

      The Bank recorded a recovery of the provision for loan losses of
$83,000 for the nine months ended September 30, 2001, compared to a
recovery of $20,000 for the nine months ended September 30, 2000 due
primarily to a decrease in gross loans outstanding.  Management believes
that the allowance for loan loss reported on the balance sheet at September
30, 2001 is adequate to absorb losses that are inherent in the loan
portfolio.

Non-interest Income

      The Bank recorded total non-interest income of $689,000 for the nine
months ended September 30, 2001, compared with $244,000 for the nine months
ended September 30, 2000.  This increase is primarily due to an increase in
gain on sale of loans of $365,000, which may be attributed to declining
interest rates, and management's decision to increase its mortgage banking
activity.  Management has recently expanded the loan origination staff, and
believes this investment has paid off with an increase in gain on sale of
loans.  The continued success of the mortgage banking activity and the
corresponding continued levels of gains on sale of loans is dependant on
many factors including staffing, interest rates, origination volume,
refinancing activity as well as other general economic conditions.
Additionally, gains on sale of loans will also be affected by the
percentage of loans originated that management directs to the Bank's loan
portfolio.  Therefore, there can be no assurances that the level of gains
on sale of loans will continue consistently in the future.

      Customer service fee income increased $70,000, growing from $106,000
for the nine months ended September 30, 2000 to $176,000 for the nine
months ended September 30, 2001 due to volume and fee increases.

Non-interest expenses

      Total non-interest expense increased from $2.5 million for the nine
months ended September 30, 2000 to $2.8 million for the nine months ended
September 30, 2001, an increase of $282,000 or 11.1%.  This increase is
mainly attributable to salaries and benefits increasing by $173,000.
Approximately 50% of the increase in salaries and benefits are a result of
higher commission expense associated with higher volume in the mortgage
banking operation.  Additionally, higher non-interest expenses were due to
period over period increases in retirement, medical/dental premiums,
payroll taxes and incentive compensation.

<PAGE> 14


      Occupancy and equipment expenses increased by $45,000 for the nine
months ended September 30, 2001 compared to the same period in 2000 due
primarily to higher real estate taxes on the Bank-owned building.  Other
operating expenses increased from $625,000 for the nine months ended
September 30, 2000 to $669,000 for the nine months ended September 30, 2001
due to an increase in professional fees.

Income Tax Expense

      Income tax expense differs from statutory tax rates due to the effect
of permanent differences, such as tax credits and dividends received
deductions.

LIQUIDITY AND CAPITAL RESOURCES

      The Bank's primary sources of funds are deposits, principal and
interest payments on loans, proceeds from maturing securities and the sale
of loans and borrowings from the FHLB-Boston.  While maturities and
scheduled amortization of loans and securities are predictable sources of
the funds, deposit outflows and mortgage prepayments are greatly influenced
by general interest rates, economic conditions and competition.

      The primary investing activities of the Bank are the origination of
loans, primarily residential one-to-four family mortgage loans, and, to a
lesser extent, multi-family, commercial real estate loans, construction
loans, home equity lines of credit and consumer loans, investment in
mortgage-backed securities, U.S. Government and agency obligations, and
corporate equity securities and debt obligations.  During the nine months
ended September 30, 2001 and 2000, the Bank's loan originations totaled
$69.2 million and $40.5 million, respectively.  The Bank's increased
mortgage banking activity produced loan sales totaling $55.0 million for
the nine months ended September 30, 2001 versus $9.9 million for the same
period last year.  For the nine months ended September 30, 2001 and 2000,
the Bank's investments in U.S. Government and agency obligations and
corporate equity securities and debt obligations totaled $22.2 million and
$13.7 million, respectively.  The Bank experienced a net increase in total
deposits of $7.2 million for the nine months ended September 30, 2001,
compared to an increase of $22.8 million for the nine months ended
September 30, 2000.  Deposit flows are affected by the overall level of
interest rates, the interest rates and products offered by the Bank and its
local competitors and other factors.  The Bank closely monitors its
liquidity position on a daily basis.  In the event the Bank should require
funds beyond its ability to generate them internally, additional sources of
funds are available through FHLB advances.  The Bank has total FHLB
borrowing capacity of approximately $45.5 million at September 30, 2001 at
which time the Bank had $15.8 million of outstanding FHLB borrowings.

      Outstanding commitments for all loans totaled $13.5 million at
September 30, 2001.  Management of the Bank anticipates that it will have
sufficient funds available to meet its current loan commitments.
Certificates of deposit, which are scheduled to mature in one year or less
from September 30, 2001, totaled $33.4 million.  From September 30, 2000 to
September 30, 2001, the Bank experienced a 65.7% retention rate of funds
maturing from certificates of deposit. It has been and will continue to be
a priority of management to retain time deposits.  The Bank relies
primarily on competitive rates, customer service, and long-standing
relationships with customers to retain deposits.  From time to time, the
Bank will also offer competitive special products to its customers to
increase retention.  Based upon the Bank's experience with deposit
retention and current retention strategies, management believes that,
although it is not possible to predict future terms and conditions upon
renewal, a significant portion of such deposits will remain with the Bank.

      At September 30, 2001, the Bank exceeded all of its regulatory
capital requirements with a leverage capital level of $8.6 million, or
12.4% of adjusted assets, which is above the required level of $2.8
million, or 4.0%, and risk-based capital of $7.9 million, or 11.3% of
adjusted assets, which is above the required level of $5.6 million, or
8.0%.

      The capital injection from the Conversion significantly increased
liquidity and capital resources.  Over time, the initial level of liquidity
will be reduced as net proceeds are utilized for general corporate
purposes, including the funding of lending activities and the expansion of
facilities.

<PAGE> 15


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

      The Company is not involved in any pending legal proceedings other
than routine legal proceedings occurring in the ordinary course of
business.  Such routine legal proceedings, in the aggregate, are believed
by management to be immaterial to the Company's financial condition or
results of operation.

Item 2.  Changes in Securities and Use of Proceeds

      None

Item 3.  Defaults Upon Senior Securities

      None

Item 4.  Submission of Matters to a Vote of Security Holders

      None

Item 5.  Other Information

       None

Item 6.  Exhibits and Reports on Form 8-K

      (a)  Exhibits

      Exhibit
      Number
      ------

       2.1    Plan of Conversion of The Massachusetts Co-operative
              Bank (1)
       3 1    Certificate of Incorporation of Massachusetts Fincorp,
              Inc. (1)
       3.2    Bylaws of Massachusetts Fincorp, Inc. (2)
       4.0    Draft Stock Certificate of Massachusetts Fincorp, Inc. (1)
      11.0    Statement Re: Computation of Per Share Earnings
      23.0    Consent of accountants and counsel
____________________
(1)   Incorporated by reference into this document from the Exhibits filed
      with the Registration Statement on Form SB-2, and any amendments
      thereto, Registration No. 333-60237.
(2)   Incorporated by reference into this document from the Form 8-K as
      filed on February 3, 2000.

      (b)  Reports on Form 8-K

            *  On July 27, 2001, the Company filed a Form 8-K reporting
               under Item 5 the announcement of the second quarter
               earnings.  A press release making this announcement was
               filed by exhibit.
            *  On August 15, 2001, the Company filed a Form 8-K reporting
               under Item 5 the announcement of a new share repurchase
               authority and execution of stock repurchase.  A press
               release making this announcement was filed by exhibit.

<PAGE> 16


                                 SIGNATURES

      In accordance with the requirements of the Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       MASSACHUSETTS FINCORP, INC.



Date: November 13, 2001                By:  /s/Paul C. Green
                                            -----------------------------
                                            Paul C. Green
                                            President and Chief Executive
                                            Officer


Date:  November 13, 2001               By:  /s/Timothy C King
                                            -----------------------------
                                            Timothy C. King
                                            Chief Financial Officer and
                                            Treasurer

<PAGE> 17