MASSACHUSETTS FINCORP INC
8-K, 2000-05-02
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM 8-K
                               CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
        Date of Report (Date of earliest event reported) May 1, 2000

                         MASSACHUSETTS FINCORP, INC.
           (Exact name of registrant as specified in its charter)

           Delaware                    0-24791             04-3431804
(State or other Jurisdiction of      (Commission         (IRS Employer
 incorporation or organization)      File Number)      Identification No.)

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

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

                               Not applicable
        (Former name or former address, if changed since last report.)


Item 5.  Other Events.

      On May 1, 2000, Massachusetts Fincorp, Inc. (the "Company") issued a
press release announcing the annual meeting shareholder vote results.

      A press release announcing these results is attached as Exhibit 99.1.

Item 7.  Financial Statements and Other Exhibits.

      Exhibit 99.1  Press Release dated May 1, 2000.


                                 SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated:  May 1, 2000                    By:  /s/ Paul C. Green
                                            Paul C. Green
                                            President and CEO




Exhibit 99.1  Press Release

MAY 1, 2000

PRESS RELEASE

From:                  Massachusetts Fincorp, Inc.
Contact:               Paul C. Green, President & CEO
Corporate Office:      70 Quincy Avenue
                       Quincy, Massachusetts 02169
Telephone:             (617) 825-5555


FOR IMMEDIATE RELEASE:

                    MASSACHUSETTS FINCORP, INC. ANNOUNCES
                   ANNUAL MEETING SHAREHOLDER VOTE RESULTS

Quincy, MA -- May 1, 2000 -- Massachusetts Fincorp, Inc. (OTCBB: MAFN), the
holding company for The Massachusetts Co-operative Bank announced the
results of the shareholder vote which took place at the annual meeting on
April 26, 2000.  While shareholders re-elected current director, John P.
O'Hearn, Jr.; in an extremely close vote, shareholders elected Mr. Mark W.
Jaindl, Scott E. Buck, and William E. Schantz II to seats previously held
by the candidates nominated by the Board.  In an election in which 97.6% of
total shares were voted, the new directors received 50.63% of total shares
voted compared to 48.35% for the slate nominated by the Board.

A proposal to ratify changes made by the Board to the Massachusetts
Fincorp, Inc. stock-based incentive plan was defeated by a slightly
narrower margin.

In his announcement of the results, Mr. Paul C. Green, President of
Massachusetts Fincorp, Inc. went on to say, "Both the Directors and the
management of the holding company and the bank have worked extremely hard
to develop the Bank for the benefit of the shareholders and the customers
we serve.  We look forward to pursuing those same goals with the new
directors on board."




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