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

                                 FORM 10-QSB
(Mark One)

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

                For the quarterly period ended June 30, 1999

or

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

            For the transition period from          to
                                          ----------  ----------

                       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                        (I.R.S. Employer
of incorporation or organization)                    Identification No.)


1442 Dorchester Avenue, Boston, Massachusetts                  02122
------------------------------------------------------------------------
   (Address of principal executive offices)                  (Zip Code)

                               (617) 825-5555
              ------------------------------------------------
              (Issuer's telephone number, including area code)

                               Not Applicable
---------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changes 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
545,481 shares of common stock, par value $0.01 per share, outstanding as
of August 10, 1999.


                         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
SIGNATURES                                                              17


PART I. FINANCIAL INFORMATION
Item 1.      Financial Statements.

<TABLE>
<CAPTION>
                Massachusetts Fincorp, Inc. and Subsidiaries
                         CONSOLIDATED BALANCE SHEETS

                                               At June 30,   At December 31,
                                                ----------------------------
                                                    1999            1998
                                                ----------------------------
                                                (unaudited)
<S>                                             <C>             <C>

ASSETS
Cash and due from banks                         $ 1,515,880     $   708,827
Federal funds sold                                1,433,748       1,760,909
                                                ---------------------------
      Total cash and cash equivalents             2,949,628       2,469,736

Securities available for sale                    12,698,043       7,403,857
Securities held to maturity                         529,355       1,308,286
Federal Home Loan Bank Stock, at cost               812,700         762,800
Mortgages loans held for sale                     1,804,550       6,335,665

Loans                                            62,296,785      51,801,597
Less:  allowance for possible loan losses          (564,662)       (524,924)
                                                ---------------------------
      Loans, net                                 61,732,123      51,276,673

Banking premises and equipment, net               2,306,776       1,206,459
Accrued interest receivable                         430,526         350,054
Due from Co-operative Central Bank                  242,850         242,850
Other assets                                        749,670         276,740
                                                ---------------------------

                                                $84,256,221     $71,633,120
                                                ===========================

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits                                        $57,370,884     $56,992,800
Federal Home Loan Bank borrowings                16,434,371       4,210,889
Mortgagor's escrow accounts                         325,088         292,944
Accrued expenses and other liabilities              519,962         633,277
                                                ---------------------------
      Total liabilities                          74,650,305      62,129,910
                                                ---------------------------

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;. 545,481
  shares issued and outstanding                       5,455           5,455
Additional paid in capital                        4,862,717       4,885,076
Unallocated ESOP shares                            (392,742)       (392,742)
Retained earnings                                 5,268,888       5,003,347
Accumulated other comprehensive income             (138,402)          2,074
                                                ---------------------------
      Total Shareholders' equity                  9,605,916       9,503,210
                                                ---------------------------
                                                $84,256,221     $71,633,120
                                                ===========================
</TABLE>

See accompanying notes to consolidated financial statements.

<TABLE>
<CAPTION>
                Massachusetts Fincorp, Inc. and Subsidiaries

                            STATEMENTS OF INCOME

                                                   For the Three Months Ended      For the Six Months Ended
                                                          June 30,                           June 30,
                                                -------------------------------------------------------------
                                                     1999           1998                1999            1998
                                                -------------------------------------------------------------
                                                       (unaudited)                       (unaudited)

<S>                                             <C>            <C>                 <C>             <C>
Interest and dividend income:
  Interest and fees on loans                    $1,242,872     $  955,412          $2,417,070      $1,916,813
  Interest on investments                          159,884        111,043             281,845         211,983
  Dividends on investments                          28,988         15,945              53,581          30,747
  Interest on short-term investments                     -         19,039                   -          20,368
  Interest on federal funds sold                    12,506         18,687              26,418          30,597
                                                -------------------------------------------------------------
      Total interest and dividend income         1,444,251      1,120,126           2,778,915       2,210,508
                                                -------------------------------------------------------------
Interest expense:
  Interest on deposit accounts                     517,229        550,409           1,053,674       1,027,217
  Interest on borrowed funds                       163,324         45,481             235,908         108,788
    Total interest expense                         680,553        595,890           1,289,582       1,136,005
                                                -------------------------------------------------------------
Net interest income                                763,698        524,236           1,489,333       1,074,503
                                                -------------------------------------------------------------
Provision for possible loan lossses                      -         87,413                   -          87,413
Net interest income, after provision
 for possible loan losses                          763,698        436,823           1,489,333         987,090
                                                -------------------------------------------------------------

Non-interest income:
  Customer service fees                             39,041         41,883              76,558          79,825
  Loan fees and gain on
   sale of loans and loan
    servicing rights                                60,328        128,316             208,770         195,201
  Net gain  on sales of
   securities available for sale                         -         23,992               5,993          35,446
  Miscellaneous                                     26,165          9,904              43,512          19,653
                                                -------------------------------------------------------------
      Total non-interest  income                   125,534        204,095             334,833         330,125
                                                -------------------------------------------------------------

Non-interest expense:
  Salaries and employee benefits                   398,682        308,425             798,995         608,127
  Occupancy and equipment                           92,317         85,156             185,760         167,387
  Data processing                                   41,575         37,240             104,309          73,540
  Contributions                                      1,306          2,580               3,383           4,246
  Other general and administrative                 206,028        139,163             365,465         276,672
                                                -------------------------------------------------------------
      Total non-interest expense                   739,908        572,564           1,457,912       1,129,972
                                                -------------------------------------------------------------
Income before income tax provision                 149,324         68,354             366,254         187,242
Income tax                                          50,100         20,233             100,709          55,424
                                                -------------------------------------------------------------
Net income                                       $  99,224     $   48,121          $  265,545      $  131,819
                                                -------------------------------------------------------------

Other comprehensive income,
 net of tax:
 Unrealized gains (loss)
  on securities:
  Unrealized holding gains (loss)
   arising during the period                       (99,585)         7,594            (136,574)         18,876
Less:  reclassification adjustment
   for (gains) included in net income                             (15,626)             (3,903)        (23,086)
                                                -------------------------------------------------------------
Other comprehensive income (loss),
  net of tax                                       (99,585)        (8,032)           (140,477)         (4,210)
                                                -------------------------------------------------------------
Comprehensive income                            $     (361)    $   40,089          $  125,068      $  127,609
                                                -------------------------------------------------------------

Basic and diluted earnings per share            $     0.20              -          $     0.52               -

Weighted average common shares
 outstanding - basic and diluted                   507,844              -             507,298               -
</TABLE>

See accompanying notes to consolidated financial statements.

[CAPTION]
<TABLE>
                Massachusetts  Fincorp, Inc. and Subsidiaries

                STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

       June 30, 1999 and Years ended December 31, 1998, 1997 and 1996

                                                                                                    Accumulated
                                                                                   Unallocated         Other
                                          Common        Paid-in       Retained         ESOP        Comprehensive
                                          Stock         Capital       Earnings        Shares        Income(Loss)       Total
<S>                                      <C>         <C>             <C>             <C>               <C>          <C>
                                         -------------------------------------------------------------------------------------
Balance at December 31, 1996             $    -      $        -      $4,565,304      $       -         $29,301      $4,594,605
Net income for the year
 ended December 31, 1997                      -               -         367,534              -               -         367,534
Other comprehensive income,
 net of tax                                   -               -               -              -          24,379          24,379
                                         -------------------------------------------------------------------------------------
Balance at December 31, 1997                  -               -       4,932,838              -          53,680       4,986,518
Stock issued pursant to initial
 common stock offering                    4,759       4,753,921               -              -               -       4,758,680
Issuance of 25,975 shares of
 common stock to the Massachusetts
  Charitable Foundation                     260         259,490               -              -               -          259,750
Common Stock accquired by ESOP              436         435,944               -              -               -          436,380
Unallocated  ESOP shares                      -               -               -       (392,742)              -         -392,742
Expenses incurred for initial
 public offering                              -        (564,278)              -              -               -         -564,278
Net income for the year ended
 December 31, 1998                            -               -          70,507              -               -           70,507
Other comprehensive income,
 net of tax                                   -               -               -              -         (51,605)         -51,605
Balance at December 31, 1998              5,455       4,885,077       5,003,345       (392,742)          2,075        9,503,210
                                         --------------------------------------------------------------------------------------
Expenses incurred for initial
 public offering                              -         (22,360)              -              -               -          -22,360
Net income for the six months
 ended June 30, 1999                          -               -         265,543              -               -          265,543
Other comprehensive income,
 net of tax                                   -               -               -              -        (140,477)        -140,477
                                         --------------------------------------------------------------------------------------
Balance at June 30, 1999                 $5,455      $4,862,717      $5,268,888      $(392,742)      $(138,402)      $9,605,916
                                         ======================================================================================
</TABLE>

<TABLE>
<CAPTION>
                 Massachusetts Fincorp, Inc and Subsidiaries
                          STATEMENTS OF CASH FLOWS

                                                             For the Six  Months Ended
                                                                       June 30,
                                                          ----------------------------
                                                                1999             1998
                                                          ----------------------------
                                                                     (unaudited)

<S>                                                       <C>                 <C>
Cash flow activities:
  Net income                                              $   265,543         $131,819
  Adjustment to reconcile net income
   to net cash (used)provided by
    operating activities
    Provision for possible loan                                     -                -
    Depreciation and amortization expense                      81,500           67,626
    Net gain on sales of securities
     available for sale                                        (5,993)         (35,446)
    Net gain on sale of foreclosed
    real estate                                                     -                -
    Loans originated for sale                             (18,888,500)     (21,073,393)
    Principal balance on loans sold                        23,419,615       21,507,047
    Amortization of deferred loan fees                        (35,410)         (28,264)
    Amortization of investment
     securities, net of accretion                              13,467           14,646
    Increase in accrued interest receivable                   (80,472)         (66,602)
    Increase in other assets                                 (335,796)        (176,537)
    Increase (decrease) in accrued expenses
     and other liabilities                                   (113,315)         106,133
                                                          ----------------------------

      Net cash (used) provided
       by operating activities                              4,320,639          447,029
                                                          ----------------------------

Cash flows from investing activities:                      (6,755,089)      (3,689,204)
  Purchase of securities held to maturity                           -         (860,041)
  Proceeds from maturities of securities
   available for sale                                               -                -
  Proceeds from maturities of
   securities held to maturity                                770,000          162,000
  Proceeds from sales and calls of
   securities available                                     1,155,993          744,661
  Proceeds from calls of securities
   held to Purchase of Federal Home
    Loan Bank stock                                           (49,900)               -
  Principal payments received on
   mortgage-backed and asset backed securities                 64,166           27,093
  Loan (originations)/ principal
   payments, net                                          (10,455,450)      (8,456,253)
  Purchase of banking premises and equipment               (1,181,817)         (53,679)
                                                          ----------------------------

      Net cash used  by investing activities              (16,452,097)     (11,375,423)
                                                          ----------------------------

Cash flows from financing activities
  Net increase in deposits                                    378,084       13,819,693
  Net increase (decrease) in
   Federal Home Loan Bank advances
    with maturities less than
     three months                                           1,227,000                -
  Federal Home Loan Bank advances with
   maturities in excess of three months                    28,000,000        2,595,327
  Repayment of Federal Home Loan Bank
   advances with maturities in excess
   of three months                                        (17,003,518)      (4,503,380)
  Net increase (decrease) in mortgagor's
   escrow accounts                                             32,144           (5,667)
  IPO expenses                                                (22,360)               -
                                                          ----------------------------

      Net cash provided by financing
       activities                                          12,611,350       11,905,973
                                                          ----------------------------

Net change in cash and cash equivalents                       479,892          977,578

Cash and cash equivalents at
 beginning of period                                        2,469,736        1,492,833

Cash and cash equivalents at
 end of period                                             $2,949,628       $2,470,411
                                                          ============================

Supplementary Information
  Interest paid on deposit accounts                        $1,053,675       $1,027,217
  Interest paid on borrowed funds                             235,908          108,788
  Income tax payments (refunds), net                          112,500          180,000
</TABLE>

See accompanying notes to consolidated financial statements.


                         MASSACHUSETTS FINCORP, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (UNAUDITED)

(1)  BASIS OF PRESENTATION

      The accompanying unaudited consolidated financial statements of
Massachusetts Fincorp, Inc. 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 six months ended June
30, 1999 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, 1998, filed with the Securities and Exchange
Commission.

(2)  REORGANIZATION AND STOCK OFFERING

      MASSACHUSETTS FINCORP, INC. (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
amounting to $4.9 million which it used for general business activities and
to form and capitalize the Employee Stock Ownership Plan ("ESOP") Loan
Subsidiary (MCB Funding Corp.), which loaned funds to the ESOP to purchase
8% of the stock issued in the Conversion.

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

      This Form 10-QSB may include forward-looking statements that involve
inherent risks and uncertainties. A number of important factors could cause
actual results to differ materially from those forward looking statements.
Those factors include fluctuations in interest rates, inflation, government
regulations and economic conditions and competition in the geographic and
business areas in which the Bank conducts its operations.

General

      Massachusetts Fincorp, Inc. (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").

      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 two 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, multi-family, commercial real estate loans and
construction loans, and, to a lesser extent, home equity lines of credit
and consumer loans.  The Bank operates through its two full-service banking
offices and its two loan origination offices, all of which are located in
the greater Boston metropolitan area.  The Bank originates loans for
investment and loans for 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.  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 the FHLB-Boston and
proceeds from the sale of loans.

Operating Strategy

      The Bank's operating strategy consists of maintaining profitability
and managing 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 and fixed-rate one- to four-
family mortgage loans, multi family, commercial real estate and
construction loans for investment.  The Bank's originations consist of both
retail and wholesale.  The Bank has also pursued a growth strategy to
broaden the Bank's lending and deposit base through the establishment of a
de novo branch office in 1996 and two loan origination centers in the
greater Boston metropolitan area in 1997 and 1998.  The Bank has purchased
a building for $975,000 to establish another de novo branch office in
Quincy, Massachusetts and expects renovations to be completed this summer
and the branch to be operational in the fall of 1999.  The Bank anticipates
moving its administrative and back office functions to the new branch
facility.  The opening of the Quincy branch office represents the Bank's
strategy to increase market share in both retail banking and the mortgage
origination in the Quincy market area. The Bank has made substantial
infrastructure investments recently, including staffing, offices and
technology, to support future growth.

Average Balance Sheet

      Presented below are the average balance sheets for the period

<TABLE>
<CAPTION>
                                                                For the Six Months Ended
                                                                      (unaudited)
                                           -------------------------------------------------------------------
                                                       June 30, 1999                    June 30, 1998
                                           -------------------------------------------------------------------
                                                                  Average                             Average
                                             Average               Yield/     Average                  Yield/
                                             Balance   Interest     Cost      Balance     Interest      Cost
                                           -------------------------------------------------------------------
                                                                   (dollars in thousands)
<S>                                         <C>        <C>          <C>      <C>          <C>          <C>
Assets:
  Interest earning assets:
    Federal funds sold and
      short term investments                $ 1,745    $    33      3.78%    $  1,935     $   58       5.99%
    Securities                                8,968        275      6.13%       6,723        205       6.10%
    Mortgage loans, net                      59,333      2,412      8.13%      46,620      1,910       8.19%
    Other                                       888         30      6.76%         902         32       7.10%
                                           -------------------               -------------------
      Total interest earning assets          70,934      2,750      7.75%      56,180      2,205       7.85%
    Noninterest-earning assets                6,595                             2,557
                                           --------                          --------
    Equity securities                         1,095         29      5.30%         560          6       2.14%
                                           -------------------               -------------------
      Total assets                          $78,624    $ 2,779               $ 59,297      2,211
                                           ========-----------               ========-----------
Liabilities and Surplus:
  Interest bearing liabilities:
    Deposits:
      Savings accounts                      $ 9,769    $    96      1.97%     $ 9,704     $   96       1.98%
      Money market accounts                     452          5      2.21%         871         12       2.76%
      Now accounts                           13,546        228      3.37%      10,821        223       4.12%
      Certificates of deposit                28,225        725      5.14%      25,143        697       5.54%
                                           -------------------                ------------------
      Total deposits                         51,992      1,054      4.05%      46,539      1,028       4.42%
    FHLB advances                             8,931        236      5.28%       3,609        108       5.99%
  Total interest bearing liabilities         60,923      1,290      4.23%      50,148      1,136       4.53%
                                           -------------------                ------------------
Noninterest -bearing demand
  checking accounts                           4,761                            2,999
Noninterest-bearing liabilities               1,883                            1,088
                                           --------                           ------
  Total liabilities                          67,567                           54,235
Total surplus                                11,057                            5,062
                                           --------                          -------
  Total liabilities and surplus             $78,624                          $59,297
                                           ========                          =======
Net interest income                                    $ 1,489                            $1,075
                                                       =======                            ======
Net interest income/interest
 rate spread                                                       3.52%                              3.32%
                                                                  =======                            =======
Net interest margin as a percent
 of interest-earning assets                                         2.10%                              1.91%
                                                                  =======                            =======
Ratio of interest-earning assets
 to interest-bearing liabilities                                  116.43%                            112.03%
                                                                  =======                            =======
</TABLE>

Comparison of Financial Condition at June 30, 1999 and December 31, 1998

      The Company's total assets increased by $12.6 million, or 17.6% from
$71.6 million at December 31, 1998 to $84.3 million at June 30, 1999.  This
growth in assets was primarily due to growth in loans, investments and bank
premises and equipment, which were funded by increased Federal Home Loan
Bank borrowings. Net loans and mortgage loans available for sale increased
$5.9 million, from $57.6 million at December 31, 1998, to $63.5 million at
June 30, 1999.  The increase in loans was the result of enhanced marketing
efforts in commercial real estate, multi family and construction products.
Securities available for sale increased $5.3 million, primarily due to the
purchase of mortgage backed securities and bank premises and equipment
increased $1.1 million as result of purchasing a new building in Quincy,
Ma.  The office is being renovated during the summer and is expected  to
open in the fall.

      Non-performing assets totaled $64,000 at June 30, 1999 as compared to
$173,000 at December 31, 1998 a decrease of  $109,000.  The decrease of
$109,000, was the result of a reduction in non-accrual loans which where
paid off in full in January 1999.  Non-accrual loans decreased $109,000
from $173,000, or 0.21% of total loans, at December 31, 1998 to $64,000 or
0.10% of total loans at June 30, 1999.

      Total shareholders' equity increased $103,000 from $9.5 million, at
December 31, 1998 to $9.6 million at June 30, 1999.  This increase was
primarily due to $266,000 in net income offset with a $140,000 decrease in
other comprehensive income, as the result of the market valuation in
available for sale investments.

Comparison of Operating Results for the Three and Six Months Ended June 30,
1999 and 1998

General

      Net earnings for the three and six months ended June 30, 1999 were
$99,000, and $266,000 compared to $48,000 and $132,000 for the three and
six months ended June 30, 1998, representing increases of $51,000, or
106.2%, and $134,000 or 101.5%, respectively.  Basic earnings per share
were $.20 and $.52 for the three and six months ended June 30, 1999.  Due
to the timing of the Bank's conversion to stock form and initial public
offering by the Company, per share figures for the prior years are not
meaningful.  The increase in earnings for the six months ended June 30,
1999 was primarily due to a $568,000 increase in interest and dividend
income as the result of increased portfolio loan originations, and an
increase in interest and dividends on investments.  This increase was
partially offset by an increase in non-interest expense of $328,000, which
was primarily attributed to increases  in salaries and benefits due to
additional staff based on growth, occupancy expense, as the result of the
purchase of the Quincy office and data processing expense due to a data
servicer conversion in connection with becoming Year 2000 compliant.

Interest and Dividend Income

      Interest and dividend income for the three and six months ended June
30, 1999 was $1.4 million and $2.8 million, compared to $1.1 million and
$2.2 million for the three and six months ended June 30, 1998.  The
$568,000 increase in interest and dividend income for the six months ended
June 30, 1999,  was primarily due to an increase in average interest
earning assets of   $14.8 million from $56.2 million for the six months
ended June 30, 1998,  to $70.9 million for the six months ended June 30,
1999, due to increased loan originations and a larger securities portfolio.
This increase was offset in part, by a decrease in the average yield on
interest earning assets of 10 basis points to 7.75% for the six months
ended June 30, 1999, as compared to 7.85% for the six months ended June 30,
1998, due to a lower interest rate environment.

Interest Expense

      Interest expense for the three and six months ended June 30, 1999 was
$681,000 and  $1.3 million, compared to $596,00 and $1.1 million for the
three and six months ended June 30, 1998.   The $154,000 increase in
interest expense for the six months ended June 30, 1999, was the result of
a $10.8 million increase in average interest bearing liabilities, which was
primarily due to a $2.7 million, or 25.0% increase in average interest
bearing checking accounts to $13.5 million  for the six months ended June
30, 1999 compared to $10.8 million for the six months ended June 30, 1998.
The average balance of  term certificates of deposit increased $3.1
million, or 12.4% to $28.2 million for the six months ended June 30, 1999
compared to  $25.1 million, for the six months ended June 30, 1998.  The
increase in average interest bearing checking accounts was mainly the
result of the Bank's promotion of tiered interest bearing checking accounts
for retail customers and the increase in term certificates was mainly the
result of  the promotion of a new 14 month term certificate.  The increase
in average interest bearing liabilities was offset by a 30 basis point
decrease in the cost of funds.  Average Federal Home Loan Bank borrowings
increased  $5.3 million, or 147.2% to $8.9 million for the six months ended
June 30, 1999 compared to $3.6 million, for the six months ended June 30,
1998, offset by a 71 basis point decrease in average cost on such advances.
These increases were used to fund increased loan origination.

Provision for Possible Loan Losses

      There was no provision for possible loan losses for the three and six
months ended June 30, 1999 as compared to an $87,000 provision for the
three and six months ended June 30, 1998.  The decrease in provision was
primarily the result of recoveries on previously charged off loans. At June
30, 1999 and December 31, 1998, the allowance for possible loan losses was
$565,000 and $525,000 respectively, which represented 882.8% of non-
performing loans and 0.88% of total loans at June 30, 1999 compared to
820.3% of non-performing loans and 0.90% of total loans at December 31,
1998.  The allowance for possible loan losses is maintained through
provisions for loan losses based on management's on-going evaluation of the
risks inherent in its loan portfolio in consideration of the trends in its
loan portfolio, the national and regional economies and the real estate
market in the Bank's primary lending area. The allowance for possible loan
losses is maintained at an amount management considers adequate to cover
estimated losses in its loan portfolio which are deemed probable and
estimable based on information currently known to management. The Bank's
loan loss allowance determinations also incorporate factors and analyses
which consider the potential principal loss associated with the loan, costs
of acquiring the property securing the loan through foreclosure or deed in
lieu thereof, the periods of time involved with the acquisition and sale of
such property, and costs and expenses associated with maintaining and
holding the property until sale and the costs associated with the Bank's
inability to utilize funds for other income producing activities during the
estimated holding period of the property.

      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 June
30, 1999, the Bank's allowance for possible loan losses was sufficient to
cover losses inherent in its loan portfolio at that time

Net Interest Income

      Net interest income for three and six months ended June 30, 1999 was
$764,000 and $1.5 million compared to $437,000 and $1.0 million for the
three and six months ended June 30, 1998.  The $415,000 increase in net
interest income for the six months ended June 30, 1999, was due to an
increase in average interest earning assets in excess of average interest
bearing liabilities of $3.9 million, as well as, a 20 basis point increase
in interest rate spread, which increased from 3.32% for the six months
ended June 30, 1998 to 3.52% for the six months ended June 30, 1999.

Non-Interest Income

      Non-interest income for the three and six months ended June 30, 1999
was $126,000 and $335,000, compared to $204,000 and $330,000 for the three
and six months ended June 30, 1998.  The $4,700, or 1.5% increase for the
six months ended  June 30, 1999 was the result of a $14,000 increase in the
gain of sale of loans, resulting from increased mortgage banking activity,
and a $24,000 increase in miscellaneous income.  The increase was partially
offset with a $29,000 decrease on the gain on sale of securities available
for sale.

Non-Interest Expense

      Non-interest expense for the three and six months ended June 30, 1999
was $740,000 and $1.5 million, compared to $573,000 and $1.1 million for
the three and six months ended June 30, 1998.  The $328,000, or 36.4%
increase for the six months ended  June 30, 1999, was primarily due to a
$191,000 increase in salaries and benefits, which was the result of salary
increases, additions to staff based on growth and increased benefit
administration costs.  Occupancy expense increased  $18,000 which was
partially related to the purchase of our new Quincy Office and more
significantly an increase in depreciation expense due to the purchase of
computer software and equipment as the result of Y2K preparedness.   Data
processing expense increased $31,000, which was primarily the result of a
non-recurring data conversion expense related to implementation of a new
data processing system and Y2K preparedness.  General and administrative
expenses increased $89,000 which was partially related to the general
operating expenses of a public institution and overall growth.

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
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, including residential one-to four-family mortgage loans, multi-
family, commercial real estate loans, construction loans, and, to a lesser
extent, home equity lines of credit and consumer loans and the investment
in mortgage-backed securities, U.S. Government and agency obligations and
corporate equity securities and debt obligations.  These activities are
funded primarily by principal and interest payments on loans, the maturing
of investment securities, deposit growth and the utilization of FHLB
advances.  During the six months ended June 30, 1999 and 1998, the Bank's
loan originations totaled $18.9 million, and $21.1 million, respectively.
For the six months ended June 30, 1999 and 1998, the Bank's investments in
U.S. Government and agency obligations and corporate equity securities and
debt obligations totaled $6.8 million and $4.5 million, respectively.  The
Bank experienced a net increase in total deposits of $378,000 for the six
months ended June 30, 1999, as compared to a net increase of $13.9 million
for the six months ended June 30, 1998.  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 borrowing capacity of approximately $39.8 million at June 30,
1999 at which time the Bank had $16.4 million of outstanding FHLB
borrowings.

      Outstanding commitments for all loans totaled $9.9 million at June
30, 1999.  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 June 30,
1999 totaled $23.6 million.  From June 30, 1998 to June 30, 1999, the Bank
experienced an 77.6% 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 June 30,1999, the Bank exceeded all of its regulatory capital
requirements with a leverage capital level of $7.8 million, or 14.3% of
adjusted assets, which is above the required level of $1.8 million, or
4.00%, and risk-based capital of $8.3 million, or 15.2% of adjusted assets,
which is above the required level of $3.7 million, or 8.00%.

      The net proceeds of the capital injection, as the result of the
Conversion, have been utilized for the funding of loan growth.
Additionally, the Bank has incurred capital expenditures of approximately
$1.0 million and expects to incur an additional $1.0 million in connection
with the establishment of a de novo branch office and relocation of its
administrative offices, and approximately $186,000 in connection with
achieving Year 2000 compliance and upgrading its related technology
systems.

YEAR 2000 COMPLIANCE

      Many existing computer programs use only two digits to identify a
year in the date field.  These programs were designed without considering
the impact of the upcoming change in the century.  If not corrected, many
computer applications and systems could fail or create erroneous results by
or at the year 2000. In addressing the year 2000, the Bank has adopted a
"Year 2000 Policy" and has broken down the process into six steps:
awareness, inventory, assessment, conversion and implementation, testing
and contingency.

      The Bank has substantially completed its awareness phase with the
exception of its ongoing task of notifying its customers and shareholders
of its preparedness. The Bank has also completed its inventory phase.
During the inventory phase the Bank identified all hardware and software
applications as well as vendor and service providers.  The various systems
identified were then prioritized in consideration of their overall
importance of use to the Bank.  During the conversion and implementation
phase, the Bank has replaced all internal systems, which were deemed
critical or necessary to the Bank's operation.

      While the Bank maintains an internal computer system for certain
operating functions, the substantial majority of the Bank's data processing
is out-sourced to a third party. The Bank has reviewed the Year 2000
compliance of its third party data processing vendor.  In connection with
such review, the Bank determined that its prior third party data processing
vendor was not Year 2000 compliant and, accordingly, began using a new
third party data processing vendor on March 22, 1999. Such new third party
vendor has provided the Bank with written assurances that the system and
the software which it is licensed to use are Year 2000 compliant.  The
Bank's new third party data processor has completed testing the integration
of the system with its licensed software to ensure that the integrated
system will be Year 2000 compliant.  The Bank has received notification on
June 21, 1999 that the third party data processing  system has been tested
and is compliant.

      The Bank has completed the internal and external portion of its
testing phase. During the contingency phase, the Bank has identified
alternative action plans or systems for all critical and necessary systems,
which were not compliant and tested by March 31, 1999.  The Bank has
identified appropriate business responses to all critical core processes.

      The Bank's operations may also be affected by the Year 2000
compliance of its significant customers, suppliers and other vendors. The
Bank's loan portfolio consists primarily of loans on residential and mixed
use properties whose cash flows depended on payments of leases by tenants
that are unlikely to be materially affected by Year 2000 issues.  The Bank
has reviewed its loan relationships and has determined that it does not
have any material amount of loans to individuals or entities that are
susceptible to Year 2000 issues such that their noncompliance with
Year 2000 issues will materially affect their ability to repay such loans.
New loan relationships are reviewed for potential year 2000 implications
during the underwriting process.

      Although the Bank has contacted each of its significant suppliers and
vendors and continues to monitor their progress, the Bank has developed
contingency plans for any critical system supplier or vendor which has not
yet been able to respond positively as regards to their year 2000
compliance. The Bank's business or operations could be adversely affected
if any of the Bank's significant customers and suppliers do not
successfully achieve Year 2000 compliance in a timely manner. However,
management believes that the Bank's own internal system, networks and
resources would allow the Bank to effectively operate and service its
customers in the event its significant vendors do not achieve satisfactory
Year 2000 compliance. In addition, if significant suppliers fail to meet
Year 2000 operating requirements, the Bank intends to engage alternative
suppliers. In the event that the Bank's progress towards becoming Year 2000
complaint is deemed inadequate, regulatory action may be undertaken.

      The Bank is currently engaging in an upgrade of its technology
systems in addition to implementing its Year 2000 policy. To date, the Bank
has expended approximately $128,000 on Year 2000 issues and related
technology updates. In addition, the Bank has estimated that it will spend
another $55,000 in connection with the future costs associated with
achieving Year 2000 compliance and its related technology systems upgrade.
Approximately $69,000 of the past and $55,000 of the future expenses
represents upgrades to the Bank's general ledger and data processing
systems. The cost of these systems will be capitalized and depreciated over
their expected useful life.  While the Bank cannot estimate the costs and
expenses associated with hiring new vendors and suppliers, management
believes that such costs would not have a material impact on the Bank's
earnings or results of operations.

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

                      11.0       Statement Regarding Computation of Per
                                 Share Earnings
                      27.0       Financial Data Schedule
                      -------------------------------------------------
             (b)      Reports on Form 8-K

                      None

                                 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:  August 9, 1999             By:  /s/Paul C. Green
       ----------------                -------------------------------
                                       Paul C. Green
                                       President and Chief Executive
                                       Officer


Date:  August 9, 1999             By:  /s/Ruth J. Rogers
       ----------------                -------------------------------
                                       Ruth J. Rogers
                                       Chief Financial Officer, Treasurer
                                       and Secretary