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

                                 FORM 10-QSB
                                 (Mark One)

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

      For the quarterly period ended March 31, 1999

or

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

For the transition period from __________________ to _________________

                       Commission File Number 0-24791

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

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

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

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

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

      Check whether the issuer (1) filed all reports required to be filed 
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 
past 12 months (or for such shorter period that the registrant was required 
to file such reports), and (2) has been subject to such filing requirements 
for the past 90 days.
                                                Yes   [X]        No   [ ]

                                                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 May 10, 1999.


                         MASSACHUSETTS FINCORP, INC.
                                 FORM 10-QSB
                                    Index

PART I.  FINANCIAL INFORMATION                                          3

ITEM 1.  Financial Statements.                                          3
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                            9

PART II. OTHER INFORMATION                                             15

ITEM 1.  LEGAL PROCEEDINGS.                                            15
ITEM 2.  CHANGES IN SECURITIES.                                        15
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.                              15
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.          15
ITEM 5.  OTHER INFORMATION.                                            15
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                              15

SIGNATURES                                                             16


PART I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements.


                Massachusetts Fincorp, Inc. and Subsidiaries
                         CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                             At March 31,    At December 31,
                                                 1999             1998
                                             ------------    ---------------
                                             (unaudited)

<S>                                          <C>              <C>
ASSETS
Cash and due from banks                      $ 2,156,776      $   708,827
Federal funds sold                               864,602        1,760,909
                                             ----------------------------
      Total cash and cash equivalents          3,021,378        2,469,736

Securities available for                       7,295,196        7,403,857
Securities held to                             1,102,856        1,308,286
Federal Home Loan Bank Stock, at cost            762,800          762,800
Mortgages loans held for sale                  1,762,450        6,335,665

Loans                                         56,607,181       51,801,597
Less:  allowance for possible loan losses       (553,660)        (524,924)
                                             ----------------------------
      Loans, net                              56,053,521       51,276,673

Banking premises and equipment, net.           2,350,173        1,206,459
Accrued interest receivable                      360,710          350,054
Due from Co-operative Central Bank               242,850          242,850
Other assets                                     472,982          276,740
                                             ----------------------------

                                             $73,424,916      $71,633,120
                                             ============================

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits                                     $56,910,963      $56,992,800
Federal Home Loan Bank borrowings              6,090,129        4,210,889
Mortgagor's escrow accounts                      317,599          292,944
Accrued expenses and other liabilities           499,521          633,277
                                             ----------------------------
      Total liabilities                       63,818,212       62,129,910
                                             ----------------------------

Commitments and contingencies

Preferred stock, par value $.01 per share,
 500,000 shares authorized;
 no shares are issued or outstanding                   -                -
Common stock par value $.01 per share,
 2,500,000 shares authorized;
 545,481 shares issued and outstanding             5,455            5,455
Additional paid in capital.                    4,863,140        4,885,076
Unallocated ESOP shares                         (392,742)        (392,742)
Retained earnings                              5,169,668        5,003,347
Accumulated other comprehensive income           (38,817)           2,074
                                             ----------------------------
      Total Shareholders' equity               9,606,704        9,503,210
                                             ----------------------------
                                             $73,424,916      $71,633,120
                                             ============================
</TABLE>

See accompanying notes to consolidated financial statements.


                Massachusetts Fincorp, Inc. and Subsidiaries

                STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                                 For the Three Months Ended
                                                                          March 31,
                                                                 --------------------------
                                                                    1999            1998
                                                                    ----            ----
                                                                        (unaudited)

<S>                                                              <C>             <C>
Interest and dividend income:
  Interest and fees on loans                                     $1,174,198      $  961,401
  Interest  on investments                                          121,961         100,940
  Dividends on investments                                           24,593          14,802
  Interest on short-term investments                                      -           1,329
  Interest on federal funds sold                                     13,912          11,910
                                                                 --------------------------
      Total interest and dividend income                          1,334,664       1,090,382
                                                                 --------------------------
Interest expense:
  Interest on deposit accounts                                      536,445         476,808
  Interest on borrowed funds                                         72,584          63,307
                                                                 --------------------------
      Total interest expense                                        609,029         540,115
                                                                 --------------------------
Net interest income                                                 725,635         550,267
Provision for possible loan losses                                        -               -
                                                                 --------------------------
Net interest income, after provision for possible loan losses       725,635         550,267
                                                                 --------------------------

Non-interest income:
  Customer service fees                                              37,517          37,942
  Loan fees and gain on sale of loans and loan servicing rights     148,442          66,885
  Net gain  on sales of securities available for sale                 5,993          11,454
  Miscellaneous                                                      17,347           9,749
                                                                 --------------------------
      Total non-interest income                                     209,299         126,030
                                                                 --------------------------

Non-interest expense:
  Salaries and employee benefits                                    400,313         299,702
  Occupancy and equipment                                            93,443          82,231
  Data processing                                                    62,734          36,300
  Contributions                                                       2,077           1,666
  Other general and administrative                                  159,437         137,509
                                                                 --------------------------
      Total non-interest expense                                    718,004         557,408
                                                                 --------------------------
Income before income tax provision                                  216,930         118,889
Income tax provision                                                 50,609          35,191
                                                                 --------------------------
Net income                                                          166,321          83,698
                                                                 ==========================

Other comprehensive income, net of tax:
  Unrealized gains (loss) on securities:
      Unrealized holding gains (loss) arising during the
       period                                                       (36,161)         11,886
Less:  reclassification adjustment for (gains) included 
        in net income                                                (4,731)         (8,064)
                                                                 --------------------------
Other comprehensive income (loss), net of tax                       (40,892)          3,822
                                                                 --------------------------
Comprehensive income                                             $  125,429      $   87,520
                                                                 ==========================

Basic and diluted earnings per share                             $     0.30
Weighted average common shares outstanding - basic and diluted      545,481
</TABLE>

See accompanying notes to consolidated financial statements.


                Massachusetts  Fincorp, Inc. and Subsidiaries

                STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                    Period Ended March 31, 1999 and 1998
                               (unaudited)

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

<S>                                 <C>        <C>            <C>            <C>            <C>          <C>
Balance at December 31, 1997        $    -     $        -     $4,932,838     $       -      $ 53,680     $4,986,518
Net income for the period ended
 March 31, 1998                          -              -         83,698             -             -         83,698
Other comprehensive income,
 net of tax                              -              -              -             -         3,822          3,822
                                    ------------------------------------------------------------------------------
Balance at March 31, 1998           $    -     $        -     $5,016,536     $       -      $ 57,502     $5,074,038
                                    ===============================================================================

Balance at December 31, 1998        $5,455     $4,885,077     $5,003,345     $(392,742)     $  2,075     $9,503,210
Expenses incurred for initial
 public offering                         -        (21,935)             -             -             -        (21,935)
Net income for theperiod ended
 March 31, 1999                          -              -        166,321             -             -        166,321
Other comprehensive income, net
 of tax                                  -              -              -             -       (40,892)       (40,892)
                                    ------------------------------------------------------------------------------
Balance at March 31, 1999           $5,455     $4,863,142     $5,169,666     $(392,742)     $(38,817)    $9,606,704
                                    ===============================================================================
</TABLE>

See accompanying notes to consolidated financial statements.


                 Massachusetts Fincorp, Inc and Subsidiaries

                          STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                        For the Three Months Ended
                                                                 March 31,
                                                       -----------------------------
                                                           1999              1998
                                                           ----              ----
                                                                (unaudited)

<S>                                                    <C>               <C>
Cash flow activities:
  Net income                                           $    166,321      $     83,698
  Adjustment to reconcile net income to net cash
   (used)provided by operating activities
    Provision  for possible  loan losses                          -                 -
    Depreciation and amortization expense                    38,103            33,572
    Net gain on sales of securities available
     for sale                                                (5,993)          (11,454)
    Net gain on sale of foreclosed real estate                    -                 -
    Loans originated for sale                           (10,832,700)      (10,152,803)
    Principal balance on loans sold                      15,405,915         7,454,883
    Amortization of deferred loan fees                      (15,666)          (19,707)
    Amortization of investment securities,
     net of accretion                                         3,139             7,076
    Increase in accrued interest receivable                 (10,656)           (1,763)
    Increase in other assets                               (196,242)         (142,798)
    Increase (decrease) in accrued expenses
     and other liabilities                                 (133,756)           29,543
                                                       ------------------------------

      Net cash (used) provided by operating
       activities                                         4,418,465        (2,719,753)
                                                       ------------------------------

Cash flows from investing activities:
  Purchase of securities available for sale                (600,000)       (1,011,944)
  Purchase of securities held to maturity                         -          (860,041)
  Proceeds from maturities of securities available
   for sale                                                       -                 -
  Proceeds from maturities of securities held to
   maturity                                                 200,000                 -
  Proceeds from sales and calls of securities
   available for sale                                       655,993           486,722
  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                               29,533             8,025
  Loan (originations)/ principal payments, net           (4,544,474)       (4,121,745)
  Purchase of banking premises and equipment             (1,181,818)          (15,043)
                                                       ------------------------------

      Net cash used  by investing activities             (5,440,766)       (5,514,027)
                                                       ------------------------------

Cash flows from financing activities:
  Net (decrease) increase in deposits                       (81,837)        6,975,870
  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                              1,590,129         1,597,026
  Repayment of Federal Home Loan Bank advances
   with maturities in excess of three months             (6,001,760)       (3,501,588)
  Net increase in mortgagor's escrow accounts                24,655            12,593
                                                       ------------------------------

      Net cash provided by financing activities          (4,468,813)        5,083,901
                                                       ------------------------------

Net change in cash and cash equivalents                  (5,491,114)       (3,149,878)

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

Cash and cash equivalents at end of period             $ (3,021,378)     $ (1,657,045)
                                                       ==============================

Supplementary Information
  Interest paid on deposit accounts                    $    536,445      $    476,808
  Interest paid on borrowed funds                            72,584            63,307
  Income tax payments (refunds), net                              0                 0
</TABLE>

See accompanying notes to consolidated financial statements.


                        MASSACHUSETTS FINCORP, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (UNAUDITED)

(1)   BASIS OF PRESENTATION

      The accompanying unaudited 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 months ended March 31, 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), which loaned funds to the ESOP to purchase 8% of 
the stock issued in the Conversion.  At March 31, 1999, the Company had 
total assets of $73.4 million and stockholders' equity of $9.6 million.

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 and, to a lesser extent, multi-family and commercial 
real estate loans, construction loans, home equity lines of credit and 
consumer loans.  However, in the future, the Bank intends to increase its 
emphasis on multi-family, commercial real estate and construction lending.  
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 has in the past consisted 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-
rate one- to four-family mortgage loans for investment.  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 and expects to be completed this summer and the 
branch to be operational in the fall of 1999.  The Bank anticipates moving 
its administrative and back office functions to the new branch facility.  
The opening of the Quincy branch office represents the Bank's strategy to 
increase market share in both retail banking and the mortgage origination 
in the Quincy market area. The Bank has made substantial infrastructure 
investments recently, including staffing, offices and technology, to 
support future growth.

Average Balance Sheet

      Presented below are the average balance sheets for the period

<TABLE>
<CAPTION>
                                                            For the Three Months Ended
                                        ------------------------------------------------------------------
                                                March 31, 1999                     March 31, 1998
                                        -------------------------------    -------------------------------
                                                                    (Unaudited)
                                                                Average                            Average
                                        Average                 Yield/     Average                 Yield/
                                        Balance    Interest      Cost      Balance    Interest      Cost
                                        -------    --------     -------    -------    --------     -------
                                                               (dollars in thousands)

<S>                                     <C>         <C>        <C>         <C>         <C>        <C>
Assets:
  Interest earning assets:
    Federal funds sold and
     short term investments             $ 1,461     $   18       4.93%     $   980     $   17       6.94%
    Securities                            7,538        118       6.26%       6,240         97       6.22%
    Mortgage loans, net                  58,113      1,130       7.78%      45,114        916       8.12%
    Other                                   876         15        685%         910         16       7.03%
                                        ------------------                 ------------------
      Total interest earning assets      67,988      1,281       7.54%      53,244      1,046       7.86%
    Noninterest-earning assets            3,432                              2,598
                                        ------------------                 ------------------
    Equity securities                     1,030         12       4.66%         519          3       2.31%
                                        ------------------                 ------------------
      Total assets                      $72,450     $1,293                 $56,361      1,049
                                        ==================                 ==================

Liabilities and Surplus:
  Interest bearing liabilities:
    Deposits:
      Savings accounts                  $ 9,528     $   46       1.93%     $ 9,631     $   47       1.95%
      Money market accounts                 724          4       2.21%         926          7       3.02%
      Now accounts                       13,543        114       3.37%       9,052         99       4.37%
      Certificates of deposit            28,697        380       5.30%      23,478        326       5.55%
                                        ------------------                 ------------------
      Total deposits                     52,492        544       4.15%      43,087        479       4.45%
    FHLB advances                         5,132         73       5.69%       4,243         63       5.94%
                                        ------------------                 ------------------
  Total interest bearing liabilities     57,624        617       4.28%      47,330        542       4.58%
                                        ------------------                 ------------------
  Noninterest -bearing demand
   checking accounts                      4,642                              2,994
  Noninterest-bearing liabilities           610                              1,013
                                        ------------------                 ------------------
      Total liabilities                  62,876                             51,337
  Total surplus                           9,574                              5,024
                                        ------------------                 ------------------
      Total liabilities and surplus     $72,450                            $56,361
                                        ==================                 ==================
  Net interest income                               $  676                             $  507
                                                    ======                             ======
  Net interest income/interest
   rate spread                                                   3.25%                              3.28%
                                                               ======                             ======
  Net interest margin as a percent
   of interest-earning assets                                    0.99%                              0.95%
                                                               ======                             ======
  Ratio of interest-earning assets
   to interest-bearing liabilities                             117.99%                            112.50%
                                                               ======                             ======
</TABLE>

Comparison of Financial Condition at March 31, 1999 and December 31, 1998

      The Company's total assets increased by $1.8 million, or 2.5% for the 
three months ended March 31, 1999 from $71.6 million on December 31, 1998 
to $73.4 million at March 31, 1999.  This growth in assets was primarily 
due to a $600,000 increase in cash and cash equivalents, as well as, a $1.1 
million increase in bank premises and equipment, resulting from the 
purchase of a new building in Quincy, Massachusetts to house the Bank's new 
branch office. This increase was funded by increased Federal Home Loan Bank 
borrowings.  Net portfolio loans increased $4.8 million for the three 
months ended March 31, 1999 from $51.3 million at December 31, 1998 to 
$56.1 million at March 31, 1999.  This increase was the result of increased 
loan originations in one-to-four-family loans, construction loans and 
multi-family loans.  This increase was offset by a $4.6 million decrease in 
available for sale loans.  This decrease was the result of strong year end 
loan volumes, which where favorably impacted the increase in mortgage 
banking activities.

      Non-performing assets totaled $64,000 at March 31, 1999 as compared 
to $173,000 at December 31, 1998 a decrease of  $109,000.  The decrease of 
$109,000 was the result of a reduction in non-accrual loans that where paid 
off in full in January 1999.

      Total shareholders' equity increased $103,000 from $9.5 million, from 
December 31, 1998 to $9.6 million at March 31, 1999.  The increase was 
mainly attributable to $166,000 in net income, which was in part offset by 
a $22,000 decrease in additional paid in capital, resulting from 
outstanding expenses at December 31, 1998 incurred in connection with the 
conversion, and a $41,000 decrease in the valuation allowance for available 
for sale stock.

Comparison of Operating Results for the Three Months
 Ended March 31, 1999 and 1998

General

      Net income for three months ended March 31, 1999 totaled $166,000, or 
$0.30 per share, compared to $84,000 for the same period last year.  This 
represents a 97.6% increase in earnings.  Due to the recent conversion, the 
earnings per share results for the prior year's period are not meaningful.  
The increase in earnings was directly attributable to a $244,000 increase 
in interest income due to increased loan origination activity, and a 
$83,000 increase in non interest income, as the result of gains on 
available for sale loans.  This increase was partially offset with a 
increase in non-interest expense of $161,000, which was primarily 
attributed to increases in salaries and benefits due in part to additional 
staff based on growth; occupancy expense, as the result of the purchase of 
the Quincy Office and data processing expense increased due to a data 
servicer conversion in connection with becoming Year 2000 compliant.

Interest and Dividend Income

      Interest and dividend income for the quarter ended March 31, 1999 
increased $200,000, or 18.2%, to $1.3 million as compared to $1.1 million 
for the quarter ended March 31, 1998. The increase in interest and dividend 
income was primarily due to an increase in average interest earning assets, 
which was offset, in part, by lower average yield on interest earning 
assets.  The average balance of interest earning assets increased  $14.8 
million from $53.2 million for the quarter ended March 31, 1998 as compared 
to $68.0 million for the quarter ended March 31, 1999, and the average 
yield on interest earning assets decreased 40 basis points to 7.5% for the 
quarter ended March 31, 1999 as compared to 7.9% as of quarter ended March 
31, 1998.  Specifically, the increase was primarily due to a $213,000 
increase in interest and fees on loans which was the result of an $11.8 
million increase in net loans, due to increased loan origination in to-four 
family mortgage loans and construction loans.  A $31,000 increase in 
interest and dividend income on investments contributed to the increase in 
net income.

Interest Expense

      Interest expense for the quarter ended March 31, 1999 was $609,000 
compared to $540,000 for the quarter ended March 31, 1998, an increase of 
$69,000 or 12.8%.  The increase in interest expense was the result of a 
$10.3 million increase in average interest bearing liabilities, which was 
offset in part by a 30 basis point decrease in the cost of funds.  The 
increase in average interest bearing liabilities was primarily due to a 
$4.4 million, or 10.2% increase in average interest bearing checking 
accounts to $13.5 million, for the quarter ended March 31, 1999 as compared 
to $9.1 million for the quarter ended March 31, 1999.  Average term 
certificates of deposit increased $5.2 million, or 2.1% to $28.7 million 
for the quarter ended March 31, 1999 as compared to  $23.5 million, for the 
quarter ended March 31, 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 was the promotion of a new 14 month term certificate.  Average 
Federal Home Loan Bank borrowings increased $900,000, or 21.2% to $5.1 
million for the quarter ended March 31, 1999 as compared to $4.2 million, 
for the quarter ended March 31, 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.  Management believes that, based on information available at March 
31, 1999, the Bank's allowance for possible loan losses was sufficient to 
cover losses inherent in its loan portfolio at that time.

Net Interest Income

      Net interest income increased $175,000, or 31.8% to $725,000 for the 
quarter ended March 31, 1999 from $550,000 for the same period in 1998.  
The increase was due to a combination of an increase in average interest 
earning assets in excess of average interest bearing liabilities of $10.4 
million, which was offset by the effect of a 2 basis point decline in 
interest rate spread, which decreased from 3.28% for the quarter ended 
March 31, 1998 to 3.26% for the quarter ended March 31, 1999.

Non-Interest Income

      Non-interest income increased $83,000, or 65.9% to $209,000 for the 
quarter ended March 31, 1999 from $126,000 for the quarter ended March 31, 
1998.  This increase was primarily due to a $81,000 increase in the gain of 
sale of loans, resulting from increased mortgage banking activity, and 
strong year end loan originations.

Non-Interest Expense

      Non-interest expense for the quarter ended March 31, 1999 increased 
$161,000, or 28.9%, to $718,000 from $557,000 for the quarter ended March 
31, 1998.  The increase was primarily due to a $101,000 increase in 
salaries and benefits primarily due to staff additions based on growth.  
Employee benefits increased $39,000, of which $9,000 was the result of last 
years employee forfeitures in the retirement fund, $14,000 is the result of 
increased payroll taxes and $16,000 was the result of increased retirement 
expenses due to increased salaries and the Massachusetts Cooperative 
Employee Stock Option Plan.  Also contributing to this increase was an 
increase in data processing expense of $27,000, which was the result of a 
non-recurring data conversion expense related to implementation of a new 
data processing system and preparing for the Year 2000.

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, 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, 1999 and 1998, the 
Bank's loan originations totaled $10.8 million, and $10.2 million, 
respectively.  For the three months ended March 31, 1999 and 1998, the 
Bank's investments in U.S. Government and agency obligations and corporate 
equity securities and debt obligations totaled $8.4 million and $7.4 
million, respectively.  The Bank experienced a net decrease in total 
deposits of $82,000 for the three months ended March 31, 1999, as compared 
to a net increase of $7.0 million for the three months ended March 31, 
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 $24.0 million at March 31, 1999 at which time the Bank had 
$6.1 million of outstanding FHLB borrowings.

      Outstanding commitments for all loans totaled $6.8 million at March 
31, 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 March  31, 
1999 totaled $25.6 million.  From March 31, 1998 to March 31, 1999, the 
Bank experienced an 80.4% 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 31,1999, the Bank exceeded all of its regulatory capital 
requirements with a leverage capital level of $7.7 million, or 16.1% of 
adjusted assets, which is above the required level of $1.8 million, or 
4.00%, and risk-based capital of $8.2 million, or 17.2% of adjusted assets, 
which is above the required level of $3.7 million, or 8.00%. 

      The net proceeds of the capital injection, as the result of the 
Conversion, have been utilized for the funding of loan growth.  
Specifically, the Bank has incurred capital expenditures of approximately 
$1.0 million and expects to incur an additional $1.0 million in connection 
with the establishment of a de novo branch office and relocation of its 
administrative offices, and approximately $180,000 in connection with 
achieving Year 2000 compliance and upgrading its related technology 
systems.

YEAR 2000 COMPLIANCE

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

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

      While the Bank maintains an internal computer system for certain 
operating functions, the substantial majority of the Bank's data processing 
is out-sourced to a third party. The Bank has reviewed the Year 2000 
compliance of its third party data processing vendor.  In connection with 
such review, the Bank determined that its current third party data 
processing vendor is 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 expects to receive 
notification by June 30, 1999 certifying such compliancy.

      The Bank has completed the internal and external portion of its 
testing phase, with the exception of its ongoing testing with the Federal 
National Mortgage Association, which it expects to complete by June 30, 
1999.  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 expects to identify 
appropriate business responses to all critical core processes by June 
30,1999.

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

      Although the Bank has contacted each of its significant suppliers and 
vendors and continues to monitor their progress, the Bank does not 
currently have complete information concerning their compliance status. The 
Bank's business or operations could be adversely affected if any of the 
Bank's significant customers and suppliers do not successfully achieve Year 
2000 compliance in a timely manner. However, management believes that the 
Bank's own internal system, networks and resources would allow the Bank to 
effectively operate and service its customers in the event its significant 
vendors do not achieve satisfactory Year 2000 compliance. In addition, if 
significant suppliers fail to meet Year 2000 operating requirements, the 
Bank intends to engage alternative suppliers. In the event that the Bank's 
progress towards becoming Year 2000 complaint is deemed inadequate, 
regulatory action may be undertaken.

      The Bank is currently engaging in an upgrade of its technology 
systems in addition to implementing its Year 2000 policy. To date, the Bank 
has expended approximately $80,000 on Year 2000 issues and related 
technology updates. In addition, the Bank has estimated that it will spend 
another $100,000 in connection with the future costs associated with 
achieving Year 2000 compliance and its related technology systems upgrade.  
Approximately $69,000 of the past and $95,000 of the future expenses 
represents upgrades to the Bank's general ledger and data processing 
systems. The cost of these systems will be capitalized and depreciated over 
their expected useful life.  While the Bank cannot estimate the costs and 
expenses associated with hiring new vendors and suppliers, management 
believes that such costs would not have a material impact on the Bank's 
earnings or results of operations. 

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

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

Item 2.   Changes in Securities. 

          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

                 2.1  Amended Plan of Conversion (including Stock Charter 
                      and Bylaws of the Massachusetts Co-operative Bank)*
                 3.1  Certificate of Incorporation of Massachusetts 
                      Fincorp, Inc..*
                 3.2  Bylaws of Massachusetts Fincorp, Inc.*
                27.0  Financial Data Schedule

                *  Incorporated by reference into this document from the 
                   Exhibits to the Registration Statement on Form SB-2, and 
                   any amendments hereto, Registration No. 333-60237

          (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:  May 11, 1999                    By:    /s/Paul C. Green
                                              Paul C. Green
                                              President and Chief Executive
                                              Officer


Date:  May 11, 1999                    By:    /s/Ruth J. Rogers
                                              Ruth J. Rogers
                                              Chief Financial Officer, 
                                              Treasurer and Secretary