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 June 30, 2002

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 identification No.)
incorporation or organization)

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
526,040 shares of common stock, par value $0.01 per share, outstanding as
of August 13, 2002.

<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
SIGNATURES                                                                17
Exhibit 11.   Statement Re: Computation of Per Share Earnings             18
Exhibit 99.   Statement Re: Sarbanes-Oxley Act of 2002                    19

<PAGE>  2


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements


                MASSACHUSETTS FINCORP, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                 June 30,      December 31,
                                                   2002            2001
                                               ------------    ------------
                                               (unaudited)


                                            <c>             <c>
ASSETS
Cash and due from banks                        $  2,648,458    $  3,198,376
Short Term Investments                            2,000,000               -
Federal funds sold                                  211,413       5,643,827
                                               ----------------------------
      Total cash and cash equivalents             4,859,871       8,842,203

Securities available for sale                    33,751,633      22,663,212
Securities held to maturity                               -         501,835
Federal Home Loan Bank Stock, at cost             1,131,500       1,131,500
Mortgage loans held for sale                      5,848,716       9,270,553

Loans                                            71,846,313      73,918,321
Less: allowance for loan losses                    (694,078)       (697,757)
                                               ----------------------------
      Loans, net                                 71,152,235      73,220,564

Banking premises and equipment, net               3,991,220       4,000,118
Accrued interest receivable                         641,635         625,139
Due from Co-operative Central Bank                  242,850         242,850
Other assets                                        229,777         160,379
                                               ----------------------------

                                               $121,849,437    $120,658,353
                                               ============================

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits                                       $ 98,800,266    $100,828,144
Federal Home Loan Bank borrowings                12,064,701       8,778,413
Mortgagor's escrow accounts                         224,580         297,815
Accrued expenses and other liabilities              324,371         938,643
                                               ----------------------------
      Total liabilities                         111,413,918     110,843,015
                                               ----------------------------

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 600,059 shares issued and
 outstanding, respectively                            6,001           6,001
Treasury stock at cost, 74,019 and 76,175
 shares, respectively                            (1,074,266)     (1,099,830)
Purchase of common stock for stock based
 incentive plan, 24,002 and 24,002 shares,
 respectively                                      (313,171)       (313,171)
Additional paid-in capital                        5,948,379       5,953,190
Unallocated ESOP shares                            (261,808)       (261,808)
Unearned stock awards                               (62,383)        (79,119)
Retained earnings                                 6,201,868       5,645,499
Accumulated other comprehensive (loss)               (9,101)        (35,424)
                                               ----------------------------
      Total Shareholders' equity                 10,435,519       9,815,338
                                               ----------------------------

                                               $121,849,437    $120,658,353
                                               ============================
</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 Six Months Ended
                                                          June 30,                      June 30,
                                                 --------------------------     ------------------------
                                                    2002           2001            2002           2001
                                                    ----           ----            ----           ----
                                                        (unaudited)                    (unaudited)


                                              <c>            <c>             <c>            <c>
Interest and dividend income:
  Interest and fees on loans                     $1,492,168     $1,745,725      $2,994,844     $3,555,419
  Interest on investments                           426,316        295,157         808,395        537,069
  Dividends on investments                           42,936         41,991          62,613         87,775
  Interest on Federal funds sold                      9,870         31,733          32,755         60,050
                                                 --------------------------------------------------------
      Total interest and dividend income          1,971,290      2,114,606       3,898,607      4,240,313
                                                 --------------------------------------------------------

Interest expense:
  Interest on deposit accounts                      562,465        866,313       1,177,786      1,826,736
  Interest on borrowed funds                        115,607        241,552         213,203        468,757
                                                 --------------------------------------------------------
      Total interest expense                        678,072      1,107,865       1,390,989      2,295,493
                                                 --------------------------------------------------------
Net interest income                               1,293,218      1,006,741       2,507,618      1,944,820
Provision for loan losses                            22,593        (55,681)        (24,252)       (72,516)
                                                 --------------------------------------------------------
Net interest income, after provision for
 loan losses                                      1,270,625      1,062,422       2,531,870      2,017,336
                                                 --------------------------------------------------------

Non-interest income:
  Customer service fees                              57,421         62,306         117,548        109,440
  Loan fees and gain on sale of loans and
   loan servicing rights                            198,043        160,985         383,747        253,176
  Net gain (loss) on sales of securities
   available for sale                                21,460              -         110,934             (5)
  Miscellaneous                                      24,820         27,778          50,407         51,611
                                                 --------------------------------------------------------
      Total non-interest income                     301,744        251,069         662,636        414,222
                                                 --------------------------------------------------------

Non-interest expense:
  Salaries and employee benefits                    588,059        541,678       1,197,300      1,060,411
  Occupancy and equipment                           119,161        136,676         250,763        279,517
  Data processing                                    56,336         52,253         118,079         94,737
  Contributions                                       2,200            955           4,459          1,729
  Other general and administrative                  432,368        238,779         708,311        413,617
                                                 --------------------------------------------------------
      Total non-interest expense                  1,198,124        970,341       2,278,912      1,850,011
                                                 --------------------------------------------------------
Income before income tax provision                  374,245        343,150         915,594        581,547
Income tax provision                                136,632        130,648         359,225        214,347
                                                 --------------------------------------------------------
Net income                                       $  237,613     $  212,502      $  556,369     $  367,200
                                                 --------------------------------------------------------

Other comprehensive income, net of tax:
Unrealized holding (losses) gains arising
 during the period                                  155,842          5,630          88,308         88,556
Less:  reclassification adjustment for
 (gains) losses included in net income               (9,653)             -         (61,985)             -
                                                 --------------------------------------------------------
Other comprehensive (loss) income, net of tax       146,189          5,630          26,323         88,556
                                                 --------------------------------------------------------
Comprehensive income                             $  383,802     $  218,132      $  582,692     $  455,756
                                                 ========================================================

Earnings Per Share:
  Basic                                          $     0.49     $     0.40      $     1.14     $     0.70
  Diluted                                        $     0.45     $     0.39      $     1.09     $     0.68

Weighted Average Shares Outstanding:
  Basic                                             489,214        525,939         489,214        527,539
  Diluted                                           525,150        542,313         508,987        541,657
</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 June 31, 2002 and 2001
                                 (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, 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     -           -           -           -          -           -      13,855           -         13,855
Purchase of treasury
 stock                        -                 (83,625)          -          -           -           -           -        (83,625)
Stock Dividend              546           -           -     818,528   (791,381)          -           -           -         27,693
Net income for the period
 ended June 30, 2001          -           -           -           -    367,200           -           -           -        367,200
Other comprehensive
 income, net of tax           -           -           -           -          -           -           -      88,556         88,556
                         --------------------------------------------------------------------------------------------------------
Balance at
 June 30, 2001 .         $6,001 $  (387,456)  $(206,603) $5,959,813 $5,220,631   $(305,466)  $(191,247)   $ (1,446)   $10,094,227
                         ========================================================================================================

Balance at
 December 31, 2001       $6,001 $(1,099,830)  $(313,171) $5,953,190 $5,645,499   $(261,808)  $ (79,119)   $(35,424)   $ 9,815,338
Stock awards amortization     -           -           -           -          -           -      11,925           -         11,925
Stock awards forfeitures      -           -           -      (4,811)         -           -       4,811           -              -
Stock options exercised       -      25,564           -           -          -           -           -           -         25,564
Net income for the period
 ended June 30, 2002          -           -           -           -    556,369           -           -           -        556,369
Other comprehensive
 income, net of tax           -           -           -           -          -           -           -      26,323         26,323
                         --------------------------------------------------------------------------------------------------------
Balance at
 June 30, 2002.          $6,001 $(1,074,266)  $(313,171) $5,948,379 $6,201,868   $(261,808)  $ (62,383)   $ (9,101)   $10,435,519
                         ========================================================================================================
</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 Six Months Ended
                                                                            June 30,
                                                                  -----------------------------
                                                                      2002             2001
                                                                      ----             ----
                                                                           (unaudited)


                                                               <c>              <c>
Cash flow activities:
  Net income                                                      $    556,369     $    367,200
  Adjustment to reconcile net income to net cash
   provided (used) by operating activities
    Credit for loan losses                                              (3,679)         (72,516)
    ESOP compensation expense                                           49,957           19,511
    Stock awards expense                                                16,738           31,133
    Depreciation and amortization expense                              119,354          123,658
    Net (gain) loss on sales of securities available for sale         (110,934)               5
    Loans originated for sale                                      (45,391,101)     (28,109,076)
    Principal balance on loans sold                                 48,877,154       25,234,555
    Amortization of deferred loan fees                                  84,064           54,156
    Amortization of investment securities,
     net of accretion                                                    1,726           (3,972)
    Increase in accrued interest receivable                            (16,496)         (49,344)
    Increase in other assets                                           (69,398)        (143,408)
    Deferred tax benefit                                                     -          (64,127)
    (Increase) Decrease in accrued expenses
     and other liabilities                                            (664,229)         740,002
                                                                  -----------------------------

      Net cash provided (used) by operating
       activities                                                    3,449,525       (1,872,223)
                                                                  -----------------------------

Cash flows from investing activities:
  Purchase of securities available for sale                        (30,307,980)      (8,650,629)
  Proceeds from maturities of securities available for sale          2,932,540        2,593,944
  Proceeds from maturities of securities held to maturity              501,835                -
  Proceeds from sales and calls of securities available
   for sale                                                         13,748,257                -
  Principal payments received on mortgage-backed and
   asset backed securities                                           2,647,970          177,860
  Loan originations and principal payments, net                      1,945,238        5,650,366
  Purchase of banking premises and equipment                          (110,456)        (105,126)
                                                                  -----------------------------

      Net cash used by investing
       activities                                                   (8,642,596)        (333,585)
                                                                  -----------------------------
</TABLE>

<PAGE>  6


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

<TABLE>
<CAPTION>

                                                                    For the Six Months Ended
                                                                            June 30,
                                                                  -----------------------------
                                                                      2002             2001
                                                                      ----             ----
                                                                           (unaudited)


                                                               <c>              <c>
Cash flows from financing activities:
  Net change in deposits                                            (2,027,878)      (1,942,185)
  Federal Home Loan Bank advances with maturities
   in excess of three months                                         6,500,000        7,334,000
  Repayment of Federal Home Loan Bank advances
   with maturities in excess of three months                        (3,213,712)      (4,006,747)
  Net decrease in mortgagor's escrow accounts                          (73,235)        (132,080)
  Exercise of stock options                                             25,564                -
  Purchase of common stock for stock based incentive plan                    -          (83,625)
                                                                  -----------------------------
      Net cash provided by financing activities                      1,210,739        1,169,363
                                                                  -----------------------------

Net change in cash and cash equivalents                             (3,982,332)      (1,036,445)

Cash and cash equivalents at beginning of period                     8,842,203        5,519,134
                                                                  -----------------------------

Cash and cash equivalents at end of period.                       $  4,859,871     $  4,482,689
                                                                  =============================

Supplementary Information
  Interest paid on deposit accounts                               $  1,166,164     $  2,085,554
  Interest paid on borrowed funds                                      245,830          473,534
  Income tax payments (refunds), net                                   543,412           90,156
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

<PAGE>  7


                         MASSACHUSETTS FINCORP, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            THREE MONTHS ENDED JUNE 30, 2002 AND 2001 (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 six months ended June 30, 2002 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, 2001, 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 has subsequently
used 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 June 30, 2002, 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 74,019 shares are being
held as treasury stock at a cost of $1,072,000. 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.

(3)   Pending Merger

      On April 10, 2002, the Company announced that it had signed an
agreement and plan of merger with Abington Bancorp, Inc.("Abington") by
which Abington Bancorp, Inc. will acquire the Company for $30.00 per share
in cash and Abington stock for a total purchase price of $17.3 million. The
transaction is valued at 160% of Massachusetts Fincorp's book value per
share at December 31, 2001 and 19.9 times earnings per share of
Massachusetts Fincorp for 2001. The purchase price represents a 38% premium
to Massachusetts Fincorp's closing price on April 9, 2002. Consummation of
the transaction is subject to a number of conditions including receipt of
all required regulatory approvals and approval of the stockholders of the
Company and Abington. The Company has scheduled its Annual Meeting of
Stockholders for August 29, 2002, at which meeting the agreement will be
considered.

<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 38% 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 June 30, 2002, 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 74,019 shares are being
held as treasury stock at a cost of $1,072000. The Company has funded all
shares authorized under its Stock Based Incentive Plan. There are currently
no repurchase plans in effect

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.

<PAGE>  9


Average Balance Sheet

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

<TABLE>
<CAPTION>

                                                             For the Six Months Ended
                                                                   (unaudited)
                                        ------------------------------------------------------------------
                                                 June 30, 2002                     June 30, 2001
                                        -------------------------------    -------------------------------
                                                                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             $  6,365     $   33       1.04%    $  2,749     $   67       4.87%
    Securities.                           29,402        808       5.50%      15,715        530       6.75%
    Mortgage loans, net                   76,499      2,875       7.52%      84,368      3,405       8.07%
    Other loans                            3,037        120       7.90%       3,263        150       9.19%
                                        --------     ------                --------     ------
      Total interest earning asssets     115,303      3,836       6.65%     106,095      4,152       7.83%
    Noninterest-earning assets             3,908                              5,415
                                        --------                           --------
    Equity securities                      2,221         63       5.67%       2,735         88       6.44%

      Total assets                      $121,432     $3,899                $114,245     $4,240
                                        ========     ------                ========     ------
Liabilities and Surplus:
  Interest bearing liabilities:
    Deposits:
      Savings accounts                  $ 31,780     $  286       1.80%    $ 13,373     $  129       1.93%
      Money market accounts                   80          1       2.50%          59          1       3.39%
      Now accounts                        19,478        195       2.00%      24,291        455       3.75%
      Certificates of deposit             37,940        696       3.67%      43,935      1,241       5.65%
                                        --------     ------                --------     ------
      Total deposits                      89,278      1,178       2.64%      81,658      1,826       4.47%
    FHLB advances                          9,829        213       4.33%      14,464        469       6.49%
                                        --------     ------                --------     ------
  Total interest bearing liabilities      99,107      1,391       2.81%      96,122      2,295       4.78%
                                        --------     ------                --------     ------
Noninterest -bearing demand
 checking accounts                        10,204                              6,819
Noninterest-bearing liabilities            1,936                              1,376
                                        --------                           --------
      Total liabilities                  111,247                            104,317
Total surplus                             10,185                              9,928
                                        --------                           --------
      Total liabilities and surplus     $121,432                           $114,245
                                        ========                           ========
Net interest income                                  $2,508                             $1,945
                                                     ======                             ======
Net interest income/interest
 rate spread                                                      3.85%                              3.05%
                                                                ======                             ======
Net interest margin as a percent
 of interest-earning assets                                       4.35%                              3.67%
                                                                ======                             ======

Ratio of interest-earning assets
 to interest-bearing liabilities                                116.34%                            110.38%
                                                                ======                             ======
</TABLE>

<PAGE>  10


Comparison of Financial Condition at June 30, 2002 and December 31, 2001

      The Company's total assets increased by $1.2 million, or 0.99% for
the six months ended June 30, 2002 from $120.7 million at December 31, 2001
to $121.8 million at June 30, 2002. The increase was due to a $12.6 million
growth in investment securities from $23.2 million at December 31, 2001 to
$35.8 million at June 30, 2002 This increase was partially offset by a
decrease in net loans of $2.0 million from $73.2 million at December 31,
2001 to $71.2 million at June 30, 2002. Also offsetting the increase was a
reduction in loans held for sale of $3.5 million from $9.3 million at
December 31, 2001 to $5.8 million at June 30, 2002. The reduction in the
loan portfolio during this period was a result of a decreasing interest
rate environment in which the Bank experienced high prepayments as a result
of continued high levels of refinaning activity. Additionally, cash and
cash equivalents decreased by $3.9 million from $8.8 million at December
31, 2001 to $4.9 million at June 30, 2002. The decrease in cash and
equivalents was a direct result of shifting cash into higher interest
bearing investments and the withdrawal of one large customer account.

      The Bank had no non-performing assets at June 30, 2002 and December
31, 2001.

Comparison of Operating Results for the Three Months Ended June 30, 2002
and 2001

General

      Net income for the three months ended June 30, 2002 totaled $238,000,
or $0.45 diluted earnings per share, compared to $213,000 or $0.39 diluted
earnings per share for the same period last year. The improvement in net
income for the three months ended June 30, 2002 compared to the three
months ended June 30, 2001 was a result of increased net interest income of
$286,000, higher levels of gains on sale of loans of $37,000, and higher
levels of gains on sale of securities of $21,000. These increases were
partially offset by an increase in non-interest expenses of $228,000,
increases in the provision for loan losses of $78,000, and an increase in
the provision for income tax of $6,000.

      Net interest income increased $286,000 or 28.5% from $1.0 million for
the three months ended June 30, 2001 to $1.3 million for the three months
ended June 30, 2002 due primarily to an increase in the Bank's earning
asset base coupled with a sharp decline in the Bank's cost of funds.

      Non-interest income for the three months ended June 30, 2002
increased $51,000 or 20.2%. This increase was primarily in gains on loans
sold, the total of which increased from $161,000 for the three months ended
June 30, 2001 to $198,000 for the three months ended June 30, 2002 and an
increase in gains on securities sold, the total of which increased from $0
for the three months ended June 30, 2001 to $21,000 for the three months
ended June 30, 2002.

      Total operating expenses increased $228,000 or 23.5% from $970,000
for the three months ended June 30, 2001 to $1.2 million for the three
months ended June 30, 2002. The increase in operating expenses can be
attributed primarily to the higher levels of salaries and benefits, data
processing, advertising and marketing, and professional and legal fees.
Included in the higher levels of professional and legal fees is $212,000
worth of merger related expenses.

Interest and Dividend Income

      Interest and dividend income for the three months ended June 30, 2002
totaled $2.0 million, a decrease of $143,000 or 6.8% from $2.1 million for
the three months ended June 30, 2001. A $254,000 decrease in interest and
fee income on loans accounted for the decrease in interest income. This
decrease was primarily offset by an increase of $132,000 on interest and
dividends on investments and a decrease on interest on federal funds sold
of $22,000.

Interest Expense

      Interest expense for the three months ended June 30, 2002 was
$678,000 compared to $1.1 million for the three months ended June 30, 2001,
a decrease of $430,000 or 38.8%. The decrease in interest expense was the
net result of a 198 basis point drop in the average cost of interest
bearing liabilities.

      The increase in average interest bearing liabilities was primarily
due to a $678,000 or 2.2% increase in average savings accounts to $31.8
million, for the three months ended June 30, 2002 as compared to $31.1
million for the three months ended June 30, 2001. The increase in savings
accounts was mainly the result of the Bank's promotion of high yield,
tiered interest checking and savings products for retail customers and the
decrease in term certificates was direct result of long term money being
shifted to short term accounts.

      Average FHLB borrowings decreased $4.6 million, or 32.0% to $9.8
million for the six months ended June 30, 2002 as compared to $14.5
million, for the six months ended June 30, 2001

Provision for Loan Losses

<PAGE>  11


      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's.

      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, 2002, the Bank's allowance for loan losses was sufficient to cover
losses inherent in its loan portfolio at that time. Loan balances increased
by $542,000 for the three months ended June 30, 2002 and the increased
proportion of commercial loans, the Company made a provision for loan
losses of $23,000 compared to a recovery of $56,000 for the three months
ended June 30, 2001. This was partially offset by recoveries of $21,000.
The allowance for loan losses was $694,000 at June 30, 2002 and $698,000 at
December 31, 2001, which was 0.97% and 0.94% of total loans at each period
end, respectively.

Net Interest Income

      Net interest income before provision for loan losses increased
$286,000, or 28.5%, to $1.3 million for the three months ended June 30,
2002 from $1.0 million for the same period in 2001. The increase was due to
a combination of an increase in average interest earning assets in excess
of average interest bearing liabilities of $4.5 million, and the effect of
a 93 basis point increase in interest rate spread from 3.05% for the three
months ended June 30, 2001 to 3.98% for the three months ended June 30,
2002. Additionally, the net interest margin increased from 3.67% to 4.42%
during the same period.

Non-Interest Income

      Non-interest income increased $51,000, or 20.2% to $302,000 for the
three months ended June 30, 2002 from $251,000 for the three months ended
June 30, 2001. This increase was primarily due to a $37,000 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 gains from sales of securities of $21,000 partially
offsetting a decrease of $5,000 in customer service fees also contributed
to the increase in non-interest income.

Non-Interest Expense

      Non-interest expense for the three months ended June 30, 2002
increased $228,000, or 23.5%, to $1.2 million from $970,000 for the three
months ended June 30, 2001. The increase was mainly the result of an
$194,000 increase in other general and administrative expenses, which
included legal, professional, and advertising fees. Includied in the legal
and professional fees are $212,000 in merger related costs. The Bank
experienced additional non-interest expense increases in salaries,
retirement, medical/dental premiums, and payroll taxes 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.

<PAGE>  12


Comparison of Operating Results for the Six Months Ended June 30, 2002 and
2001

General

      Net income for the six months ended June 30, 2002 was $556,000,
compared with net income of $367,000 for the six months ended June 30,
2001. The increase in net income is primarily the result of decreased
interest expense, increased gain on the sale of securites and increased
gains on sale of mortgage loans.

      Net interest income before provision for loan losses increased from
$1.9 million for the six months ended June 30, 2001 to $2.5 million for the
six months ended June 30, 2002, an increase of $563,000 or 28.9%. The net
interest margin increased from 3.67% to 4.35%, when comparing the six
months ended June 30, 2001 and 2002. The Bank experienced a $24,000
recovery in the provision for loan losses for the six months ended June 30,
2002 compared to a recovery of $73,000 during the six months ended June 30,
2001. Total non-interest income increased $248,000 or 60.0% from $414,000
for the six months ended June 30, 2001 to $662,000 for the six months ended
June 30, 2002 due to higher gains on sale of loans as a result of stronger
mortgage banking activity and gains on sale of securities.

Interest and Dividend Income

      Total interest and dividend income decreased $342,000 or 8.1% from
$4.2 million for the six months ended June 30, 2001 to $3.9 million for the
six months ended June 30, 2002. The decrease is primarily the result of
decreased levels of interest and fees on loans and interest on investments.

      Interest and fees on loans decreased $561,000 or 15.8% from $3.6
million to $3.0 million for the six months ended June 30, 2001 and 2002 due
to decreased yields on the loan portfolio and a decreased balance of loans
outstanding. The average balance for the six months ended June 30, 2002
decreased to $76.5 million from $84.4 million at June 30, 2001, a decrease
of $7.9 million or 9.3% while the average yield on the loan portfolio
decreased by fifty-six basis points from 8.07% to 7.52% during the same
periods. Interest on investment securities increased $271,000 or 50.5% from
$537,000 to $808,000 when comparing the six month periods ended June 30,
2001 and 2002, respectively. The increase is mainly attributable to an
increase in the average balance of securities. The average balance of
investment securities for the six months ended June 30, 2002 was $29.4
million, an increase of $13.7 million or 87.1% compared to $15.7 million
for the six months ended June 30, 2001 primarily due to the purchase of an
$11.0 million U.S. Agency mortgage-backed security.

Interest expense

      Total interest expense decreased $905,000 or 39.4% from $2.3 million
for the six months ended June 30, 2001 to $1.4 million for the six months
ended June 30, 2002. Interest on deposits decreased $649,000 or 35.5% from
$1.8 million for the six months ended June 30, 2001, to $1.2 million for
the six months ended June 30, 2002 due primarily to 183 basis point
reduction in the average rate paid on deposits. Also contributing to this
decrease in interest expense was a reduction in average outstanding FHLB
borrowings from $14.5 million for the six months ended June 30, 2001 to
$9.8 million for the six months ended June 30, 2002 corresponding to a
reduction of interest expense on borrowed funds during this period from
$469,000 to $213,000 or $256,000.

Net Interest Income

      Net interest income before provision for loan losses for the six
months ended June 30, 2002 was $2.5 million, an increase of $563,000 or
28.9%, compared to $1.9 million for the six months ended June 30, 2001. The
increase was driven by the Bank's growth, the result of which was an
increase in average earning assets of $9.2 million. The positive effect of
this growth was enhanced by an increase in the interest rate spread from
3.05% for the six months ended June 30, 2001 to 3.85% for the six months
ended June 30, 2002 and improvement in the net interest margin during the
same period of 3.67% to 4.35%.

<PAGE>  13


Provision for Loan Loss

      The Bank recorded a recovery of the provision for loan losses of
$24,000 for the six months ended June 30, 2002, compared to recovery of
$73,000 for the six months ended June 30, 2001 due primarily to a decrease
in gross loans outstanding. Management believes that the allowance for loan
loss reported on the balance sheet at June 30, 2002 is adequate to absorb
losses that are inherent in the loan portfolio.

Non-interest Income

      The Bank recorded total non-interest income of $663,000 for the six
months ended June 30, 2002, compared with $414,000 for the six months ended
June 30, 2000. This increase is primarily due to an increase in gain on
sale of loans of $131,000; which may be attributed to declining interest
rates, and management's decision to increase its mortgage banking activity.
Management has 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.

      Net gain on sale of securities increased $111,000, growing from $0
for the six months ended June 30, 2001 to $111,000 for the six months ended
June 30, 2002.

Non-interest expenses

      Total non-interest expense increased from $1.9 million for the six
months ended June 30, 2001 to $2.3 million for the six months ended June
30, 2002, an increase of $429,000 or 23.2%. This increase is mainly
attributable to merger related costs of $254,000. Additionally, higher non-
interest expenses were due to period-over-period increases in salaries and
employee benefits.

      Occupancy and equipment expenses decreased by $29,000 for the six
months ended June 30, 2002 compared to the same period in 2001 due
primarily to lower depreciation expense. Other operating expenses increased
from $414,000 for the six months ended June 30, 2001 to $708,000 for the
six months ended June 30, 2002 due to a merger-related costs.

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 six months
ended June 30, 2002 and 2001, the Bank's loan originations totaled $76.2
million and $40.1 million, respectively. The Bank's increased mortgage
banking activity produced loan sales totaling $48.8 million for the six
months ended June 30, 2002 versus $32.2 million for the same period last
year. For the six months ended June 30, 2002 and 2001, the Bank's
investments in U.S. Government and agency obligations and corporate equity
securities and debt obligations totaled $35.8 million and $21.6million,
respectively.

      The Bank experienced a net decrease in total deposits of $2.0 million
for the six months ended June 30, 2002, compared to an decrease of $1.9
million for the six months ended June 30, 2001. 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.

<PAGE>  14


      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 $68.8
million at June 30, 2002 at which time the Bank had $12.1 million of
outstanding FHLB borrowings.

      Outstanding commitments for all loans totaled $5.3 million at June
30, 2002. 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,
2002, totaled $26.1 million. From June 30, 2001 to June 30, 2002, the Bank
experienced a 71.7% 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 June 30, 2002, the Bank exceeded all of its regulatory capital
requirements with a leverage capital level of $9.0 million, or 11.5% of
adjusted assets, which is above the required level of $3.1 million, or
4.0%, and risk-based capital of $9.7 million, or 12.4% of adjusted assets,
which is above the required level of $6.3 million, or 8.0%.

<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
      -------

      11.0    Statement Re: Computation of Per Share Earnings
      99.0    Statement Re: Sarbanes-Oxley Act of 2002

      (b) Reports on Form 8-K

          *    On April 22, 2002, the Company filed a Form 8-K reporting
               under Item 5, issued a press release which announced the
               First Quarter Earnings. A press release making this
               announcement was filed by exhibit.
          *    On April 10, 2002, the Company file a Form 8-K reporting
               under Item 5 the announcement of the acquistion of the
               Company by Abington Savings Bank. 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: August 13, 2002                  By: /s/Paul C. Green
                                           -----------------------------
                                           Paul C. Green
                                           President and Chief Executive
                                           Officer


Date: August 13, 2002                  By: /s/Eric L. Pearson
                                           -----------------------------
                                           Eric L. Pearson
                                           Controller and Treasurer

<PAGE>  17