UNITED STATESSECURITIES 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 September 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(State or other jurisdiction of incorporation or organization)                          
|1442 Dorchester Avenue, Boston, Massachusetts(Address of principal executive offices)           
|(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  [  ]

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 November 4, 1999.

MASSACHUSETTS FINCORP, INC.
FORM 10-QSB
Index

|                                                                                               | Page
|---------------------------------------------------------------------------------------------- | ----
|PART I.  FINANCIAL INFORMATION                                                                 | 3   
|Item 1.  Consolidated Financial Statements                                                     | 3   
|Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations | 9   
|PART II.  OTHER INFORMATION                                                                    | 17  
|Item 1.  Legal Proceedings.                                                                    | 17  
|Item 2.  Changes in Securities and Use of Proceeds.                                            | 17  
|Item 3.  Defaults Upon Senior Securities.                                                      | 17  
|Item 4.  Submission of Matters to a Vote of Security Holders.                                  | 17  
|Item 5.  Other Information.                                                                    | 17  
|Item 6.  Exhibits and Reports on Form 8-K                                                      | 17  
|SIGNATURES                                                                                     | 18  



PART I. FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements.

|Massachusetts Fincorp, Inc. and Subsidiaries                          
|----------------------------------------------------------------------
|CONSOLIDATED BALANCE SHEETS                                           
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|ASSETS                                                                
|Cash and due from banks                                               
|Federal funds sold                                                    
|Total cash and cash equivalents                                       
|                                                                      
|Securities available for sale                                         
|Securities held to maturity                                           
|Federal Home Loan Bank Stock, at cost                                 
|Mortgages loans held for sale                                         
|                                                                      
|Loans                                                                 
|Less:  allowance for possible loan losses                             
|Loans, net                                                            
|                                                                      
|Banking premises and equipment, net                                   
|Accrued interest receivable                                           
|Due from Co-operative Central Bank                                    
|Other assets                                                          
|                                                                      
|                                                                      
|                                                                      
|LIABILITIES AND SHAREHOLDERS' EQUITY                                  
|Deposits                                                              
|Federal Home Loan Bank borrowings                                     
|Mortgagor's escrow accounts                                           
|Accrued expenses and other liabilities                                
|Total liabilities                                                     
|                                                                      
|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                     
|Additional paid in capital                                            
|Unallocated ESOP shares                                               
|Retained earnings                                                     
|Accumulated other comprehensive income                                
|Total Shareholders' equity                                            
|                                                                      
|                                                                      
|                                                                      
|See accompanying notes to unaudited consolidated financial statements.





|Massachusetts Fincorp, Inc. and Subsidiaries                  
|--------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF INCOME                             
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|Interest and dividend income:                                 
|Interest and fees on loans                                    
|Interest  on investments                                      
|Dividends on investments                                      
|Interest on short-term investments                            
|Interest on federal funds sold                                
|Total interest and dividend income                            
|Interest expense:                                             
|Interest on deposit accounts                                  
|Interest on borrowed funds                                    
|Total interest expense.                                       
|Net interest income                                           
|Provision for possible loan lossses                           
|Net interest income, after provision for possible             
|loan losses                                                   
|                                                              
|Non-interest income:                                          
|Customer service fees                                         
|Gain on sale of loans and loan servicing rights.              
|Net gain on sales of securities available for sale            
|Miscellaneous                                                 
|Total non-interest  income                                    
|                                                              
|Non-interest expense:                                         
|Salaries and employee benefits                                
|Occupancy and equipment                                       
|Data processing                                               
|Contributions                                                 
|Other general and administrative.                             
|Total non-interest expense                                    
|Income before income tax provision.                           
|Income tax provision                                          
|Net income                                                    
|                                                              
|Other comprehensive income, net of tax:                       
|Unrealized gains (loss) on securities:                        
|Unrealized holding gains (loss) arising during                
|the period                                                    
|Less:  reclassification adjustment for (gains)                
|Included in net income                                        
|Other comprehensive income (loss), net of tax                 
|Comprehensive income                                          
|                                                              
|Basic and diluted earnings per share                          
|Weighted average common shares outstanding - basic and diluted

See accompanying notes to unaudited consolidated financial statements.





|Massachusetts Fincorp, Inc. and Subsidiaries                          
|----------------------------------------------------------------------
|CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY             
|September 30, 1999 and Years ended December 31, 1998, 1997 and 1996   
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Balance at December 31, 1996                                          
|Net income for the year ended December 31, 1997                       
|Other comprehensive income, net of tax                                
|Balance at December 31, 1997                                          
|Stock issued pursant to initial common stock offering                 
|Issuance of 25,975 shares of common stock to the                      
|Massachusetts Charitable Foundation                                   
|Common Stock accquired by ESOP                                        
|Unallocated  ESOP shares                                              
|Expenses incurred for initial public offering                         
|Net income for the year ended December 31, 1998                       
|Other comprehensive income, net of tax                                
|Balance at December 31, 1998                                          
|Expenses incurred for initial public offering.                        
|Net income for the nine months ended September 30, 1999               
|Other comprehensive income, net of tax                                
|Balance at September 30, 1999                                         
|                                                                      
|See accompanying notes to unaudited consolidated financial statements.





|Massachusetts Fincorp, Inc and Subsidiaries                            
|-----------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Cash flow from operating activities:                                   
|Net income                                                             
|Adjustment to reconcile net income to net cash                         
|(used)provided by operating activities                                 
|Provision  for possible loan losses                                    
|Depreciation and amortization                                          
|Net gain on sales of securities available for sale                     
|Net gain on sale of foreclosed real                                    
|Loans originated for.                                                  
|Principal balance on loans sold                                        
|Amortization of deferred loan fees.                                    
|Amortization of investment securities, net of accretion                
|Increase in accrued interest receivable                                
|Increase in other assets                                               
|Increase (decrease) in accrued expenses                                
|and other liabilities                                                  
|                                                                       
|Net cash (used) provided by operating activities                       
|                                                                       
|Cash flows from investing activities:                                  
|Purchase of securities available for sale                              
|Purchase of securities held to maturity                                
|Proceeds from maturities of securities available for sale              
|Proceeds from maturities of securities held to maturity                
|Proceeds from sales and calls of securities available                  
|for sale                                                               
|Proceeds from calls of securities held to maturity                     
|Purchase of Federal Home Loan Bank stock                               
|Principal payments received on mortgage-backed and                     
|asset backed securities                                                
|Loan (originations)/ principal payments, net.                          
|Purchase of banking premises and equipment                             
|                                                                       
|Net cash used  by investing activities                                 
|                                                                       
|See accompanying notes to unaudited  consolidated financial statements.





|Massachusetts Fincorp, Inc and Subsidiaries                           
|----------------------------------------------------------------------
|CONSOLIDATED  STATEMENTS OF CASH FLOWS - CONTINUED                    
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Cash flows from financing activities:                                 
|Net  increase in deposits                                             
|Net increase (decrease) in Federal Home Loan Bank                     
|advances with maturities less than three months                       
|Federal Home Loan Bank advances with maturities                       
|in excess of three months                                             
|Repayment of Federal Home Loan Bank advances                          
|with maturities in excess of three months                             
|Net increase (decrease) in mortgagor's escrow accounts                
|IPO expenses                                                          
|                                                                      
|Net cash provided by financing activities.                            
|                                                                      
|Net change in cash and cash equivalents                               
|                                                                      
|Cash and cash equivalents at beginning of period                      
|                                                                      
|Cash and cash equivalents at end of period.                           
|                                                                      
|Supplementary Information                                             
|Interest paid on deposit accounts                                     
|Interest paid on borrowed funds                                       
|Income tax payments (refunds), net.                                   
|                                                                      
|See accompanying notes to unaudited consolidated financial statements.



MASSACHUSETTS FINCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 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 nine months ended September 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 and the branch to be operational in the fourth quarter 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

|                                              | For the Nine Months Ended
|--------------------------------------------- | -------------------------
|                                              | (unaudited)              
|                                              | September 30, 1999       
|                                              |                          
|                                              | Average                  
|                                              | Balance                  
|                                              | (dollars in thousands)   
|Assets:                                       |                          
|Interest earning assets:                      |                          
|Federal funds sold and short term investments | $  1,758                 
|Securities                                    | 9,908                    
|Mortgage loans, net                           | 62,031                   
|Other                                         | 966                      
|Total interest earning assets                 | 74,662                   
|Noninterest-earning assets                    | 6,749                    
|Equity securities                             | 1,155                    
|Total assets                                  | $82,566                  
|Liabilities and Surplus:                      |                          
|Interest bearing liabilities:                 |                          
|Deposits:                                     |                          
|Savings accounts                              | $10,007                  
|Money market accounts                         | 326                      
|Now accounts                                  | 13,685                   
|Certificates of deposit                       | 28,337                   
|Total deposits                                | 52,355                   
|FHLB advances                                 | 12,444                   
|Total interest bearing liabilities            | 64,799                   
|Noninterest -bearing demand checking accounts | 5,019                    
|Noninterest-bearing liabilities               | 2,148                    
|Total liabilities                             | 71,966                   
|Total surplus                                 | 10,600                   
|Total liabilities and surplus                 | $82,566                  
|Net interest income                           |                          
|Net interest income/interest rate spread      |                          
|Net interest margin as a percent              |                          
|of interest-earning assets                    |                          
|Ratio of interest-earning assets              |                          
|to interest-bearing liabilities               |                          



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

The Company's total assets increased by $22.3 million, or 31.2% for the nine months ended September 30, 1999 from $71.6 million on December 31, 1998 to $94.0 million at September 30, 1999. This growth in assets
was primarily due to growth in loans, investments and bank premises and equipment, which were funded by $4.2 million of net conversion proceeds, as well as, a $6.0 million increase in deposits and a $15.8 million in Federal Home Loan Bank borrowings. Net
loans, inclusive of available for sale loans, increased $13.7 million, from $57.6 million at December 31, 1998, to $71.4 million at September 30, 1999. The increase in loans was the result of continued marketing efforts in 1-4 family, commercial real
estate, multi family and construction products. Securities available for sale increased $5.0 million due to the purchase of a $5.0 million U.S. Government Agency mortgaged-back security. Bank premises and equipment increased $1.8 million as the result of
purchasing and renovating our new Quincy office in Quincy, MA. The office is in the process of renovation and is expected to open later in the fourth quarter.

Non-performing assets totaled $109,000 at September 30, 1999 as compared to $173,000 at December 31, 1998 a decrease of $64,000. The net decrease of $64,000 is primarily the result of a $109,000 reduction in
non-accrual loans which where paid off in full in January 1999 and an additional $47,000 loan placed on non-accrual status.

Total shareholders' equity increased $148,000 from $9.5 million, at December 31, 1998 to $9.7million at September 30, 1999. This increase was primarily the net result of a $340,000 increase in net income offset with
a $170,000 decrease in other comprehensive income, as the result of the market valuation in available for sale investments.

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

General

Net income for the three months ended September 30, 1999 was $75,000, as compared to $79,000 for the three months ended September 30, 1998, representing a decrease of $4,000 or 5.8%. Basic earnings per share were
$.15 for the three months ended September 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. This decrease in earnings for the three
months ended September 30, 1999 was primarily due to a $65,000 decrease in non-interest income, as well as a $154,000 increase in non-interest expense. The decrease in non-interest income was primarily due to a $49,000 decrease in gain on sale of loans as
the result of lower sold originations on available for sale loans due to a higher interest rate environment, as well as a $13,000 decrease in miscellaneous income. The $154,000 increase in non-interest expense was primarily attributed to increases in
salaries and benefits due to additional staff based on growth, as well as a newly formed board of directors as the result of the Bank's conversion to stock form. Occupancy expense increased $21,000 as the result of the purchase of the Quincy office and
other general and administrative expenses increased $46,000. These decreases were offset with a $212,000 increase in net interest income as the result of increased portfolio loan originations, increased investment and dividend income, as well as a $13,000
decrease in provision for loan losses.

Interest and Dividend Income

Interest and dividend income for the three months ended September 30, 1999 was $1.6 million, an increase of $400,000, as compared to $1.2 million for the three months ended September 30, 1998. The increase in
interest and dividend income is attributable, in part, to the increase in portfolio loan originations, which provided an increase in interest and fee income of $283,000. Additionally, there was an increase of $77,000 for the same period due to interest
and dividends on investments. This increase was the result of the purchase of a U.S. Government Agency mortgage-backed security and the reinvestment of maturing corporate bonds and equities.

Interest Expense

Interest expense for the three months ended September 30, 1999 was $802,000 as compared to $656,00 for the three months ended September 30, 1998. The $146,000 increase in interest expense was the result of
increased borrowings from the Federal Home Loan Bank, which were used to fund increased loan originations. The increase was partially offset by a $49,000 decrease in interest on deposit accounts as the result of a decrease in the cost of funds.

Provision for Possible Loan Losses

Provision for possible loan losses decreased $13,000 for the three months ended September 30, 1999 from no provision for the three months ended September 30, 1998, as compared to $13,000 credit for the three
months ended September 30, 1999. This decrease in provision for loan losses was the result of recoveries from previous charged-off loans, although the overall loan loss reserve has increased in relationship to loan growth.

Net Interest Income

Net interest income for three months ended September 30, 1999 was $767,000 as compared to $556,000 for the three months ended September 30, 1998. The $212,000 increase in net interest income as of September 30,
1999, as compared to the same period in 1998 was due to a combination of an increase in portfolio loan originations, generating more interest income, as well as an increase in available for sale investments. These increases were offset with increased
Federal Home Loan Bank borrowings.

Non-Interest Income

Non-interest income for the three months ended September 30, 1999 was $103,000 as compared to $168,000 for the three months ended September 30, 1998. The $65,000 decrease as of September 30, 1999 as compared to
the same period in 1998 was mainly the result of a $48,000 decrease in the gain of sale of loans, resulting from decreased available for sale loan originations, as the result of a higher interest rate environment. Additionally miscellaneous income
decreased $13,000 as the result of non-recurring fees earned in the third quarter of 1998.

Non-Interest Expense

Non-interest expense for the three months ended September 30, 1999 was $766,000 as compared to $612,000 for the three months ended September 30, 1998. The $154,000, or 25.2% increase as of September 30, 1999, as
compared to the same period in 1998, was primarily due to a $79,000 increase in salaries and benefits, which was the result of salary increases, additions to staff based on growth and increased benefit administration costs. In addition a new board of
directors was required for our newly formed holding company as the result of the Bank's conversion to stock form. Occupancy expense increased $21,000 that was partially related to the purchase of our new Quincy Office, and other general and administrative
expenses increased $46,000, which was partially attributed to legal fees as the result of being a public company.

Income Tax Expense

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

Comparison of Operating Results for the Nine Months Ended September 30, 1999 and 1998

General

Net income for the nine months ended September 30, 1999 was $340,000, as compared to $211,000 for the nine months ended September 30, 1998, representing an increase of $129,000 or 61.3%. Basic earnings per share
were $.67 for the nine months ended September 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. This increase in earnings for the nine
months ended September 30, 1999 was primarily due to a $926,000 increase in interest and dividend income as the result of increased portfolio loan originations and an increase in interest and dividends on investments. The increase was partially offset by
an increase in non-interest expense of $482,000, 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 other general and
administrative expenses, partially attributed to being a public company.

Interest and Dividend Income

Interest and dividend income for the nine months ended September 30, 1999 was $4.3 million, as compared to $3.4 million for the nine months ended September 30, 1998. The $926,000 increase in interest and dividend
income for the nine months ended September 30, 1999, was primarily due to an increase in average interest earning assets of $16.2 million from $58.5 million for the nine months ended September 30, 1998, to $74.7 million for the nine months ended September
30, 1999, which was offset, in part, by lower average yields on interest earning assets. Average yield on interest earning assets decreased 10 basis points to 7.7% for the nine months ended September 30, 1999, as compared to 7.8% for the nine months ended
September 30, 1998.

Interest Expense

Interest expense for the nine months ended September 30, 1999 was $2.1 million, as compared to $1.8 million for the nine months ended September 30, 1998. The $300,000 increase in interest expense as of September
30, 1999, as compared to the same period for 1998, was the result of a $12.9 million increase in average interest bearing liabilities, which was offset in part by a 30 basis point decrease in the cost of funds, from 4.6% for nine months ended September
30, 1998 to 4.3% for the same period in 1999. The increase in average interest bearing liabilities was primarily due to a $2.2 million, or 19.1% increase in average interest bearing checking accounts to $13.7 million, for the nine months ended September
30, 1999 as compared to $11.5 million for the nine months ended September 30, 1998. Average term certificates of deposit increased $2.2 million, or 8.4% to $28.3 million for the nine months ended September 30, 1999 as compared to $26.1 million, for the
nine months ended September 30, 1998. The increase in 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 wasthepromotion of new fourteen, eight and twenty-four month term certificates. Average Federal Home Loan Bank borrowings increased $8.6 million, or 226.3% to $12.4 million for the nine months ended September 30, 1999 as compared to $3.8
million, for the nine months ended September 30, 1998. This increase was used to fund increased loan origination.

Provision for Possible Loan Losses

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. As a result of this analysis the loan loss provision decreased $13,000 for the nine months ended September 30, 1999 due to recoveries on charged off loans.

Net Interest Income

Net interest income for the nine months ended September 30, 1999 was $2.3 million as compared to $1.6 million for the nine months ended September 30, 1998. The $700,000 increase in net interest income as of
September 30, 1999, as compared to the same period in 1998 was due to a combination of an increase in average interest earning assets of $16.2 million at an average yield comparable to prior period (7.68% in 1999, 7.8% in 1998) to a small comparable
increase of interest bearing liabilities of $12.9 million with a 30 basis point reduction in average yield (4.3% in 1999 vs. 4.6% in 1998). net of average interest bearing liabilities of $3.3 million, as well as, a 20 basis point increase in interest rate
spread, which increased from 3.18% for the nine months ended September 30, 1998 as compared to 3.38% for the nine months ended September 30, 1999.

Non-Interest Income

Non-interest income for the nine months ended September 30, 1999 was $438,000, as compared to $499,000 for the nine months ended September 30, 1998. The $61,000, or 12.2% decrease as of September 30, 1999 as
compared to the same period in 1998 was partially the result of a $35,000 decrease in the gain of sale of loans, resulting from a decrease in sold loan originations due to market conditions. Additionally gains on securities available for sale decreased
$29,000. These decreases were partially offset with an $11,000 increase in miscellaneous income as the result of non-recurring fees earned.

Non-Interest Expense

Non-interest expense for the nine months ended September 30, 1999 was $2.2 million, as compared to $1.7 million for the nine months ended September 30, 1998. The $500,000, or 29.4% increase as of September 30,
1999, as compared to the same period in 1998, was primarily due to a $270,000 increase in salaries and benefits, which was the result of salary increases, additions to staff based on growth and increased benefit administration costs. In addition a new
board of directors was required for our newly formed holding company as the result of the Bank's conversion to stock form. Occupancy expense increased $39,000, 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 $36,000, which was primarily the result of a non-recurring data conversion expense related to
implementation of a new data processing system and Y2K preparedness and other general and administration expenses increased $135,000 which is partially the result of being a public company.

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 nine months ended September 30, 1999 and 1998, the Bank's loan originations totaled $62.1 million and $56.8 million,
respectively. For the nine months ended September 30, 1999 and 1998, the Bank's investments in U.S. Government and agency obligations and corporate equity securities and debt obligations totaled $12.9 million and $7.8 million, respectively. The Bank
experienced a net increase in total deposits of $6.0 million for the nine months ended September 30, 1999, as compared to a net increase of $14.1 million for the nine months ended September 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 $44.7million at September 30, 1999 at which time the Bank had $20.0 million of outstanding FHLB borrowings.

Outstanding commitments for all loans totaled $8.7 million at September 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 September 30, 1999 totaled $27.3 million. From September 30, 1998 to September 30, 1999, the Bank experienced a 78.3% retention rate of funds maturing fromcertificates of deposit. It has been and will continue to be a priority of management to retain time deposits. The Bank relies primarily on competitive rates, customer service, and long-standing relationships with customers to retain deposits.
From time to time, the Bank will also offer competitive special products to its customers to increase retention. Based upon the Bank's experience with deposit retention and current retention strategies, management believes that, although it is not
possible to predict future terms and conditions upon renewal, a significant portion of such deposits will remain with the Bank.

At September 30, 1999, the Bank exceeded all of its regulatory capital requirements with a leverage capital level of $9.7 million, or 18.5% of adjusted assets, which is above the required level of $1.8 million, or
4.0%, and risk-based capital of $10.2 million, or 19.5% of adjusted assets, which is above the required level of $3.7 million, or 8.0%.

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 $1.9 million
and expects to incur an additional $300,000 in connection with the establishment of a de novo branch office and relocation of its administrative offices, and approximately $128,000 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 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 Yyear 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 yYear 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. The Bank has expended approximately $128,000 on Year 2000 issues and related technology
updates. Future Y2K expenses are expected to be minimal. Approximately $69,000 of the 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.

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:  November 4, 1999 | By:  /s/Paul C. Green       Paul C. Green
       President and Chief Executive Officer             
|Date:  November 4, 1999 | By:  /s/Ruth J. Rogers       Ruth J. Rogers
       Chief Financial Officer, Treasurer and Secretary