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 March 31, 2001

                                     OR

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


                       Commission File Number 0-24791

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

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

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

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

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

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

Yes  X      No
    ---        ---

                    APPLICABLE ONLY TO CORPORATE ISSUERS:

      State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: the Issuer had
518,231 shares of common stock, par value $0.01 per share, outstanding as
of May 4, 2001.


                         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                                              14

Item 1.  Legal Proceedings                                              14

Item 2.  Changes in Securities and Use of Proceeds                      14

Item 3.  Defaults Upon Senior Securities                                14

Item 4.  Submission of Matters to a Vote of Security Holders            14

Item 5.  Other Information                                              14

Item 6.  Exhibits and Reports on Form 8-K                               14

SIGNATURES                                                              15


PART I FINANCIAL INFORMATION
Item 1.  Financial Statements

                Massachusetts Fincorp, Inc. and Subsidiaries
                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                March 31,      December 31,
                                                   2001            2000
                                                ---------      ------------
                                               (unaudited)

<S>                                           <C>              <C>
ASSETS
Cash and due from banks                       $  2,421,765     $  2,098,449
Federal funds sold                               3,401,661        3,420,685
                                              -----------------------------
      Total cash and cash equivalents            5,823,426        5,519,134

Securities available for sale                   15,169,702       15,039,257
Securities held to maturity, at cost               510,091          512,843
Federal Home Loan Bank Stock, at cost            1,131,500        1,131,500
Mortgage loans held for sale                     4,350,661        1,585,330

Loans                                           84,350,578       85,122,944
Less: allowance for loan losses                   (758,228)        (764,479)
                                              -----------------------------
      Loans, net                                83,592,350       84,358,465

Banking premises and equipment, net              4,085,380        4,080,332
Accrued interest receivable                        686,076          602,738
Due from Co-operative Central Bank                 242,850          242,850
Other assets                                       330,648          129,629
                                              -----------------------------
                                              $115,922,684     $113,202,078
                                              =============================

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits                                      $ 91,558,713     $ 89,121,397
Federal Home Loan Bank borrowings               13,513,089       13,598,922
Mortgagors' escrow accounts                        354,202          381,111
Accrued expenses and other liabilities             649,041          420,100
                                              -----------------------------
      Total liabilities                        106,075,045      103,521,530
                                              -----------------------------

Commitments and contingencies                            -                -

Preferred stock, par value $.01 per share,
 500,000 shares authorized;
 no shares issued or outstanding                         -                -
Common stock par value $.01 per share,
 2,500,000 shares authorized;
 545,481 shares issued and outstanding               5,455            5,455
Treasury stock at cost, 27,250 shares
 at March 31, 2001                                (387,456)        (387,456)
Purchase of common stock for stock based
 incentive plan, 14,900 shares at
 March 31, 2001                                   (156,746)         (73,121)
Additional paid-in capital                       5,091,428        5,091,428
Unallocated ESOP shares                           (305,466)        (305,466)
Unearned stock awards                             (192,010)        (205,102)
Retained earnings                                5,799,510        5,644,812
Accumulated other comprehensive income              (7,076)         (90,002)
                                              -----------------------------
      Total Shareholders' equity                 9,847,639        9,680,548
                                              -----------------------------
                                              $115,922,684     $113,202,078
                                              =============================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                Massachusetts Fincorp, Inc. and Subsidiaries
         CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>

                                                                   For the Three Months Ended
                                                                            March 31,
                                                                   --------------------------
                                                                      2001           2000
                                                                      ----           ----

                                                                           (unaudited)

<S>                                                                <C>            <C>
Interest and dividend income:
  Interest and fees on loans                                       $1,809,694     $1,598,904
  Interest on investments                                             241,912        189,067
  Dividends on investments                                             45,784         48,804
  Interest on Federal funds sold                                       28,317         25,698
                                                                   -------------------------
      Total interest and dividend income                            2,125,707      1,862,473
                                                                   -------------------------

Interest expense:
  Interest on deposit accounts                                        960,423        697,236
  Interest on borrowed funds                                          227,205        324,676
                                                                   -------------------------
  Total interest expense                                            1,187,628      1,021,912
                                                                   -------------------------
Net interest income                                                   938,079        840,561
(Credit) provision for loan losses                                    (16,835)         4,264
                                                                   -------------------------
Net interest income, after provision for loan losses                  954,914        836,297
                                                                   -------------------------

Non-interest income:
  Customer service fees                                                47,134         31,946
  Loan fees and gain on sale of loans and loan servicing rights        92,191         14,147
  Net (loss) gain on sales of securities available for sale                (5)             -
  Miscellaneous                                                        23,833         15,698
                                                                   -------------------------
      Total non-interest income                                       163,153         61,791
                                                                   -------------------------

Non-interest expense:
  Salaries and employee benefits                                      518,733        476,824
  Occupancy and equipment                                             142,841        115,890
  Data processing                                                      42,484         44,933
  Contributions                                                           774            930
  Other general and administrative                                    174,838        242,725
                                                                   -------------------------
      Total non-interest expense                                      879,670        881,302
                                                                   -------------------------
Income before income tax provision                                    238,397         16,786
Income tax provision                                                   83,699          7,873
                                                                   -------------------------
Net income                                                         $  154,698     $    8,913
                                                                   =========================

Other comprehensive income, net of tax:
  Unrealized holding gains (losses) on securities arising
   during the period                                                   82,921        (53,493)
Less:  reclassification adjustment for losses (gains) included
        in net income                                                       5              -
                                                                   -------------------------
Other comprehensive income (loss), net of tax                          82,926        (53,493)
                                                                   -------------------------
Comprehensive income (loss)                                        $  237,624     $  (44,580)
                                                                   =========================

Earnings Per Share:
  Basic                                                            $     0.32     $     0.02
  Diluted                                                          $     0.32     $     0.02

Weighted Average Shares Outstanding:
  Basic                                                               480,008        511,117
  Diluted                                                             487,165        512,161
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                Massachusetts Fincorp, Inc. and Subsidiaries
         CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                    Period Ended March 31, 2001 and 2000
                                 (unaudited)

<TABLE>
<CAPTION>

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

<S>                        <C>     <C>        <C>        <C>         <C>         <C>          <C>          <C>          <C>
Balance at December 31,
 1999                      $5,455  $       -  $       -  $5,129,472  $5,406,346  $(349,104)   $(255,236)   $(314,960)   $9,621,973
Stock awards amortization       -          -          -           -           -          -       13,089            -        13,089
Net income for the period
 ended March 31, 2000           -          -          -           -       8,913          -            -            -         8,913
Other comprehensive
 income, net of tax             -          -          -           -           -          -            -      (53,493)      (53,493)
                           -------------------------------------------------------------------------------------------------------
Balance at March 31, 2000  $5,455  $       -  $       -  $5,129,472  $5,415,259  $(349,104)   $(242,147)   $(368,453)   $9,590,482
                           =======================================================================================================

Balance at December 31,
 2000                      $5,455  $(387,456) $ (73,121) $5,091,428  $5,644,812  $(305,466)   $(205,102)   $ (90,002)   $9,680,548
Stock awards amortization       -          -          -           -           -          -       13,092            -        13,092
Purchase of common stock
 for stock incentive plan       -          -    (83,625)          -           -          -            -            -       (83,625)
Allocation of ESOP shares       -          -          -           -           -          -            -            -             -
Net income for the period
 ended March 31, 2001           -          -          -           -     154,698          -            -            -       154,698
Other comprehensive
 income, net of tax             -          -          -           -           -          -            -       82,926        82,926
                           -------------------------------------------------------------------------------------------------------
Balance at March 31, 2001  $5,455  $(387,456) $(156,746) $5,091,428  $5,799,510  $(305,466)   $(192,010)   $  (7,076)   $9,847,639
                           =======================================================================================================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                Massachusetts Fincorp, Inc. and Subsidiaries
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                     For the Three Months Ended
                                                                              March 31,
                                                                     --------------------------
                                                                        2001            2000
                                                                        ----            ----
                                                                            (unaudited)

<S>                                                                 <C>             <C>
Cash flow activities:
  Net income                                                        $    154,698    $      8,913
  Adjustment to reconcile net income to net cash
   (used)provided by operating activities
    Provision (credit) for loan losses                                   (16,835)          4,264
    ESOP compensation expense.                                           (14,564)        (12,498)
    Stock awards expense.                                                 13,092          13,089
    Depreciation and amortization expense                                 59,433          62,349
    Loans originated for sale                                        (10,524,858)     (2,375,600)
    Principal balance on loans sold                                    7,759,527       2,633,798
    Net amortization of deferred loan fees                                20,870         (52,616)
    Net (accretion) amortization of securities                            (1,941)          6,944
    Increase in accrued interest receivable                              (83,338)        (73,738)
    Increase in other assets                                            (201,019)        (15,457)
    Deferred tax (benefit) provision                                      (3,836)         38,318
    Increase (decrease) in accrued expenses
     and other liabilities                                               243,505        (119,003)
                                                                    ----------------------------
      Net cash (used) provided by operating
       activities                                                     (2,595,266)        118,763
                                                                    ----------------------------

Cash flows from investing activities:
  Purchase of securities available for sale                           (2,599,397)       (978,283)
  Proceeds from maturities of securities available for sale                    -         335,000
  Proceeds from sales and calls of securities available for sale       2,513,944               -
  Purchase of Federal Home Loan Bank stock                                     -         (35,000)
  Principal payments received on mortgage-backed
   and asset backed securities                                            46,463         172,638
  Loan (originations)/ principal payments, net                           762,080     (10,767,309)
  Purchase of banking premises and equipment                             (92,734)       (316,461)
  Sale of banking premises and equipment                                  28,253               -
                                                                    ----------------------------
      Net cash provided (used) by investing activities                   658,609     (11,589,415)
                                                                    ----------------------------

Cash flows from financing activities:
  Net increase in deposits                                             2,437,316      12,852,809
  Net decrease in Federal Home Loan Bank
   advances with maturities less than three months                             -        (687,000)
  Federal Home Loan Bank advances with
   maturities in excess of three months                                2,000,000       7,000,000
  Repayment of Federal Home Loan Bank advances
   with maturities in excess of three months                          (2,085,833)     (8,581,030)
  Net (decrease) increase in mortgagor's escrow accounts                 (26,909)            182
  Purchase of common stock for stock based incentive plan                (83,625)              -
                                                                    ----------------------------
      Net cash provided by financing activities                        2,240,949      10,584,961
                                                                    ----------------------------

Net change in cash and cash equivalents                                  304,292        (885,691)

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

Cash and cash equivalents at end of year                            $  5,823,426       2,195,246
                                                                    ============================

Supplementary Information
  Interest paid on deposit accounts                                 $    965,342    $    696,840
  Interest paid on borrowed funds                                        234,416         315,093
  Income tax payments                                                      4,156          35,000
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                         MASSACHUSETTS FINCORP, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (UNAUDITED)

(1)   BASIS OF PRESENTATION

      The accompanying unaudited financial statements of Massachusetts
Fincorp, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information
and with instructions to Form 10-QSB and of Regulation S-B. Accordingly,
the financial statements do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of a normal recurring nature) considered necessary for a fair
presentation have been included. Operating results for the three months
ended March 31, 2001 are not necessarily indicative of the results that may
be expected for the current fiscal year.

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

(2)   REORGANIZATION AND STOCK OFFERING

      The Company was incorporated under Delaware law on July 10, 1998. On
December 21, 1998, the Company acquired The Massachusetts Co-operative Bank
(the "Bank") as a part of the Bank's conversion from a mutual to a stock
Massachusetts-chartered co-operative bank (the "Conversion"). The Company
is a savings and loan holding company and is subject to regulation by the
Office of Thrift Supervision (the "OTS"). Currently, the Company does not
transact any material business other than through the Bank. Prior to
December 21, 1998, the Company had no operations. The Company retained 50%
of the net conversion proceeds amounting to $4.9 million which it 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.

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 or contribute to the Company's
actual results, performance and achievements to be materially different
from those expressed or implied by the forward-looking statements. Factors
that may cause or contribute to these differences include, without
limitation, general economic conditions, including changes in market
interest rates and changes in monetary and fiscal policies of the federal
government; legislative and regulatory changes; and other factors disclosed
periodically in the Company's filings with the Securities and Exchange
Commission.

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

General

      The Bank is a community-oriented co-operative bank, which was
originally organized in 1908 as The Massachusetts Co-operative Bank, a
Massachusetts-chartered mutual co-operative bank. The Bank's principal
business consists of the acceptance of retail deposits from the general
public in the areas surrounding its three full-service banking offices and
the investment of those deposits, together with funds generated from
operations and borrowings, primarily in mortgage loans secured by one-to-
four family residences. Approximately 30% of the Bank's portfolio consists
of multi-family, commercial real estate loans, 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. 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.

      Through March 31, 2001, the Company had purchased 42,150 shares of
its common stock. 14,900 shares are allocated to the Stock Based incentive
program and 27,250 shares are being held as treasury stock. Up to an
additional 25,934 shares may be repurchased under the existing authorized
repurchase programs and 6,919 shares for the benefit of the Stock Based
Incentive Plan.

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 made substantial
infrastructure investments, including staffing, offices and technology, to
support future growth. To increase the volume of originations, the Bank has
increased the number of on-the-road loan originators. Although it can not
be assured, management believes that with the investment now in the
origination staff and the establishment of the tools that they need to
efficiently originate loans, the Bank has positioned itself to generate
additional earnings.

Average Balance Sheet

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

<TABLE>
<CAPTION>

                                                            For the Three Months Ended
                                        ------------------------------------------------------------------
                                                March 31, 2001                     March 31, 2000
                                        -------------------------------    -------------------------------
                                                                Average                            Average
                                        Average                 Yield/     Average                 Yield/
                                        Balance     Interest     Cost      Balance     Interest     Cost
                                        -------     --------    -------    -------     --------    -------
                                                              (Dollars in thousands)

<S>                                     <C>          <C>        <C>        <C>          <C>        <C>
Assets:
  Interest earning assets:
    Federal funds sold and
     short term investments             $  2,356     $   28       4.75%    $  2,137     $   26       4.87%
    Securities                            13,860        242       6.98%      11,325        189       6.68%
    Mortgage loans, net                   83,930      1,709       8.14%      78,505      1,579       8.05%
    Other loans                            4,429        101       9.12%         836         20       9.57%
                                        -------------------                -------------------
      Total interest earning asssets     104,575      2,080       7.95%      92,803      1,814       7.82%
    Noninterest-earning assets             5,884                              6,343
                                        --------                           --------
    Equity securities                      2,736         46       6.73%       2,243         49       8.74%
                                        -------------------                -------------------
      Total assets                      $113,195     $2,126                $101,389     $1,863
                                        ========     ------                ========     ------

Liabilities and Surplus:
  Interest bearing liabilities:
    Deposits:
      Savings accounts                  $ 12,084     $   56       1.85%    $ 10,061     $   50       1.99%
      Money market accounts                   59          -       0.00%          91          1       4.40%
      Now accounts                        24,992        249       3.99%      16,447        156       3.79%
      Certificates of deposit             45,193        656       5.81%      37,733        490       5.19%
                                        -------------------                -------------------
      Total deposits                      82,328        961       4.67%      64,332        697       4.33%
    FHLB advances                         13,519        227       6.72%      21,616        325       6.01%
                                        -------------------                -------------------
  Total interest bearing liabilities      95,847      1,188       4.96%      85,948      1,022       4.76%
                                        -------------------                -------------------
  Noninterest -bearing demand
   checking accounts                       6,226                              3,938
  Noninterest-bearing liabilities          1,257                              1,844
                                        --------                           --------
      Total liabilities                  103,330                             91,730
  Total surplus                            9,865                              9,659
                                        --------                           --------
      Total liabilities and surplus     $113,195                           $101,389
                                        ========                           ========
  Net interest income                                $  938                             $  841
                                                     ======                             ======
  Net interest income/interest
   rate spread                                                    2.99%                              3.06%
                                                                ======                             ======
  Net interest margin as a percent
   of interest-earning assets                                     0.90%                              0.91%
                                                                ======                             ======
  Ratio of interest-earning assets
   to interest-bearing liabilities                              109.11%                            107.98%
                                                                ======                             ======
</TABLE>

Comparison of Financial Condition at March 31, 2001 and December 31, 2000

      The Company's total assets increased by $2.7 million, or 2.4% for the
three months ended March 31, 2001 from $113.2 million at December 31, 2000
to $115.9 million at March 31, 2001. The increase was primarily due to the
growth in loans held for sale by $2.8 million from $1.6 million at December
31, 2000 to $4.4 million at March 31, 2001. This increase follows the
enhanced strategic plan that calls for a significant increase in mortgage-
banking activity. Cash and other assets increased by $594,000 which was
offset by a $766,000 decrease in net portfolio loans. The loan growth was
primarily funded by a $666,000, or 2.7% increase in interest-bearing
checking accounts, a $1.5 million, or 16.8% increase in non interest-
bearing checking accounts and a $263,000 increase in certificate of deposit
accounts.

      Non-performing assets totaled zero at March 31, 2001 and zero at
December 31, 2000.

Comparison of Operating Results for the Three Months Ended March 31, 2001
and 2000

General

      Net income for the three months ended March 31, 2001 totaled
$155,000, or $0.32 per share, compared to $9,000, or $0.02 per share for
the same period last year. An increase in loan originations, funded by new
deposit accounts, produced an increase in net interest income of $98,000.
Other income for the three months ended March 31, 2001 increased $101,000
or 164%. This increase was centered primarily in gains on loans sold, the
total of which increased from $14,000 for the three months ended March 31,
2000 to $92,000 for the three months ended March 31, 2001. Total operating
expenses remained virtually constant, decreasing from $881,000 for the
three months ended March 31, 2000 to $879,000 for the three months ended
March 31, 2001. The relative decrease can be attributed primarily to the
proxy contest in 2000, which contributed $31,000 in additional expenses.

Interest and Dividend Income

      Interest and dividend income for the three months ended March 31,
2001 totaled $2.1 million, an increase of $263,000 or 14.1% from $1.9
million for the three months ended March 31, 2000. The increase in interest
and dividend income was primarily due to an increase in average interest
earning assets of $11.8 million from $92.8 million for the three months
ended March 31, 2000 to $104.6 million for the three months ended March 31,
2001, and to an increase in the average yield on interest earning assets of
20 basis points to 8.0% for the three months ended March 31, 2001 as
compared to 7.8% as of the three months ended March 31, 2000. The increase
in the average balance was primarily due to a $9.0 million increase in net
loans, due to increased loan originations of one-to-four family mortgage
loans and construction loans. A $53,000 increase in interest and dividend
income on investments contributed to the increase in interest income.

Interest Expense

      Interest expense for the three months ended March 31, 2001 was $1.2
million compared to $1.0 million for the three months ended March 31, 2000,
an increase of $166,000 or 16.2%. The increase in interest expense was the
result of a $9.9 million increase in average interest bearing liabilities.
The increase in average interest bearing liabilities was primarily due to a
$8.5 million, or 52.0% increase in average interest bearing checking
accounts to $25.0 million, for the three months ended March 31, 2001 as
compared to $16.5 million for the three months ended March 31, 2000.
Average term certificates of deposit increased $7.5 million, or 19.8% to
$45.2 million for the three months ended March 31, 2001 as compared to
$37.7 million, for the three months ended March 31, 2000. The increase in
interest bearing checking accounts was mainly the result of the Bank's
promotion of a high yield, tiered interest bearing checking account for
retail customers and the increase in term certificates was the promotion of
a new 11 month term certificate. Average Federal Home Loan Bank borrowings
decreased $8.1 million, or 37.5% to $13.5 million for the three months
ended March 31, 2001 as compared to $21.6 million, for the three months
ended March 31, 2000.

Provision for Loan Losses

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

      Management periodically calculates a loan loss allowance sufficiency
analysis based upon the loan portfolio composition, asset classifications,
loan-to-value ratios, potential impairments in the loan portfolio and other
factors. Management believes that, based on information available at March
31, 2001, the Bank's allowance for loan losses was sufficient to cover
losses inherent in its loan portfolio at that time. As a result of
recoveries of $12,000 for the three months ended March 31, 2001, the
Company realized a $17,000 recovery of the provision for loan losses
compared to a provision of $4,000 for the three months ended March 31,
2000. The allowance for loan losses was $758,228 at March 31, 2001 and
$764,479 at December 31, 2000, which is 0.90% of total loans each year.

Net Interest Income

      Net interest income increased $98,000, or 11.6%, to $938,000 for the
three months ended March 31, 2001 from $841,000 for the same period in
2000. The increase was due to a combination of an increase in average
interest earning assets in excess of average interest bearing liabilities
of $1.9 million, which was offset by the effect of a seven basis point
decline in interest rate spread, which decreased from 3.06% for the three
months ended March 31, 2000 to 2.99% for the three months ended March 31,
2001.

Non-Interest Income

      Non-interest income increased $101,000, or 164.0% to $163,000 for the
three months ended March 31, 2001 from $62,000 for the three months ended
March 31, 2000. This increase was primarily due to a $78,000 increase in
the gain on sale of loans, resulting from increased mortgage banking
activity, an essential element of the enhanced strategic plan. An increase
in service fees also contributed to the increase in non-interest income.

Non-Interest Expense

      Non-interest expense for the three months ended March 31, 2001
decreased $2,000, or 0.2%, to $879,000 from $881,000 for the three months
ended March 31, 2000. The decrease was the net result of a $42,000 increase
in salaries and benefits primarily due to staff additions based on growth
and a decrease in other general and administration expenses of $68,000, of
which $28,000 was related to advertising and marketing the new Quincy
office, and a $35,000 decrease in printing, professional and legal fees
which were related to the proxy contest. An increase in miscellaneous
expense of approximately $20,000 is attributed primarily to corporate
franchise and filing fees and a reclassification. These increases were
offset with minimal decreases in office supplies, subscriptions, dues and a
significant decrease in meetings and travel.

Income Tax Expense

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

LIQUIDITY AND CAPITAL RESOURCES

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

      The primary investing activities of the Bank are the origination of
loans, primarily residential one-to-four family mortgage loans, and, to a
lesser extent, multi-family, commercial real estate loans, construction
loans, home equity lines of credit and consumer loans 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 three months ended March 31, 2001 and 2000, the Bank's
loan originations totaled $33.4 million and $13.2 million, respectively.
For the three months ended March 31, 2001 and 2000, the Bank's investments
in U.S. Government and agency obligations and corporate equity securities
and debt obligations totaled $15.7 million and $13.0 million, respectively.
The Bank experienced a net increase in total deposits of $2.4 million for
the three months ended March 31, 2001, compared to an increase of $12.9
million for the three months ended March 31, 2000. Deposit flows are
affected by the overall level of interest rates, the interest rates and
products offered by the Bank and its local competitors and other factors.
The Bank closely monitors its liquidity position on a daily basis. In the
event the Bank should require funds beyond its ability to generate them
internally, additional sources of funds are available through FHLB
advances. The Bank had total borrowing capacity of approximately $75.5
million at March 31, 2001 at which time the Bank had $13.5 million of
outstanding FHLB borrowings.

      Outstanding commitments for all loans totaled $5.0 million at March
31, 2001. Management of the Bank anticipates that it will have sufficient
funds available to meet its current loan commitments. Certificates of
deposit which are scheduled to mature in one year or less from March 31,
2001 totaled $41.9 million. From March 31, 2000 to March 31, 2001, the Bank
experienced a 74.9% 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 March 31, 2001, the Bank exceeded all of its regulatory capital
requirements with a leverage capital level of $8.3 million, or 12.9% of
adjusted assets, which is above the required level of $2.6 million, or
4.0%, and risk-based capital of $7.6 million, or 11.7% of adjusted assets,
which is above the required level of $5.2 million, or 8.0%.

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


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

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

Item 2.   Changes in Securities and Use of Proceeds

      None

Item 3.   Defaults Upon Senior Securities

      None

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

      None

Item 5.   Other Information

      None

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               Exhibit
               Number
               -------

                2.1  Plan of Conversion of The Massachusetts Co-operative
                     Bank (1)
                3.1  Certificate of Incorporation of Massachusetts Fincorp,
                     Inc. (1)
                3.2  Bylaws of Massachusetts Fincorp, Inc. (2)
                4.0  Draft Stock Certificate of Massachusetts Fincorp,
                     Inc. (1)
               11.0  Statement Re: Computation of Per Share Earnings

[FN]
--------------------
<F1>  Incorporated by reference into this document from the Exhibits filed
      with the Registration Statement on Form SB-2, and any amendments
      thereto, Registration No. 333-60237.
<F2>  Incorporated by reference into this document from the Form 8-K as
      filed on February 3, 2000.
</FN>

          (b)  Reports on Form 8-K

               *  On February 12, 2001, the Company filed a Form 8-K
                  reporting under Item 5 the date and location of the 2001
                  Annual Meeting. A press release making this announcement
                  was filed by exhibit.


                                 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: May 4, 2001                      By: /s/Paul C. Green
                                           --------------------------
                                           Paul C. Green
                                           President, Chief Executive
                                           Officer

Date: May 4, 2001                      By: /s/David C. Bojarczuk
                                           --------------------------
                                           David C. Bojarczuk
                                           Chief Financial Officer, and
                                           Treasurer (accounting and
                                           financial officer)