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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Massachusetts Fincorp, Inc.
_______________________________________________________________
(Name of Issuer)
Common Stock par value $.01 per share
_______________________________________________________________
(Title of Class of Securities)
57564R-10-8
_______________________________________________________________
(CUSIP Number)
_______________________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/x/ Rule 13d-1(b)
/_/ Rule 13d-1(c)
/_/ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (2-95)
Page 1 of 5 pages
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________________________________________________________________________________
CUSIP NO. 57564R-10-8 13G Page 2 of 5 Pages
________________________________________________________________________________
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Massachusetts Co-operative Bank
Employee Stock Ownership Plan
IRS ID No. 04-1590123
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
_
(a) |_|
(b) |_|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Federally chartered stock savings institution's employee stock benefit
plan organized in Massachusetts.
________________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
39,274
SHARES ___________________________________________________________
6 SHARED VOTING POWER
BENEFICIALLY
4,363
OWNED BY ___________________________________________________________
7 SOLE DISPOSITIVE POWER
EACH
43,638
REPORTING ___________________________________________________________
8 SHARED DISPOSITIVE POWER
PERSON
WITH -0-
________________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,638
________________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
________________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0% of 545,481 shares of Common Stock outstanding
as of December 31, 1998.
________________________________________________________________________________
12 TYPE OF REPORTING PERSON*
EP
________________________________________________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
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THE MASSACHUSETTS CO-OPERATIVE BANK
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE 13G
Item 1(a) Name of Issuer:
Massachusetts Fincorp, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1442 Dorchester Avenue
Boston, Massachusetts 02122
Item 2(a) Name of Person Filing:
The Massachusetts Co-operative Bank
Employee Stock Ownership Plan
Trustee: First Bankers Trust Co.
2321 Koch's Lane
P.O. Box 3566
Quincy, Illinois 62305-3566
Item 2(b) Address of Principal Business Offices or, if none, Residence:
1442 Dorchester Avenue
Boston, Massachusetts 02122
Item 2(c) Citizenship:
Federally chartered stock savings institution's employee stock
benefit plan organized in Massachusetts.
Item 2(d) Title of Class of Securities: Common Stock par value $.01 per share
Item 2(e) CUSIP Number: 57564R-10-6
Item 3 The person filing this statement is an employee benefit plan which
is subject to the provisions of the Employee Retirement Income
Security Act of 1974.
Item 4 Ownership. As of December 31, 1998, the reporting person
beneficially owned 43,638 shares of the issuer. This number of
shares represents 8.0% of the common stock, par value $.01, of
the issuer, based upon 545,481 shares of such common stock
outstanding as of December 31, 1998. As of December 31, 1998, the
reporting person has sole power to vote or to direct the vote of
39,274 of the shares and shares voting power over 4,363 shares.
The reporting person has the sole power to dispose or direct the
disposition of 43,638 shares of common stock.
Page 3 of 5 pages
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Item 5 Ownership of Five Percent or Less of a Class.
N/A
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
N/A
Item 8 Identification and Classification of Members of the Group.
N/A
Item 9 Notice of Dissolution of Group.
N/A
Page 4 of 5 pages
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Item 10 Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 4, 1999
__________________________________________________
(Date)
/s/ Paul C. Green
__________________________________________________
(Signature)
Committee Member
__________________________________________________
(Title)
Page 5 of 5 pages
