Commission File Number 0-24791

      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 545,481 shares of common stock, par value $0.01 per share, outstanding as of August 7, 2000.

PART I FINANCIAL INFORMATION
Item 1.    Financial Statements

Massachusetts Fincorp, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS

See accompanying notes to unaudited consolidated financial statements.

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

See accompanying notes to unaudited consolidated financial statements.

Massachusetts Fincorp, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Period Ended June 30, 2000 and 1999
(unaudited)

See accompanying notes to unaudited consolidated financial statements.

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

See accompanying notes to unaudited consolidated financial statements.

MASSACHUSETTS FINCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (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 six months ended June 30, 2000 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 on Form 10-KSB for the fiscal year ended December 31, 1999, 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.

      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 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 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 three full-service banking offices 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.

      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, however, has begun to retain certain one-to-four family fixed-rate loans for its portfolio, based on various factors, including its asset/liability position and market interest rates. 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 used the opportunity of the additional space provided by the new location in Quincy to consolidate operations. The Bank has closed the loan origination center in Norwell, Massachusetts. The Bank has made substantial infrastructure investments recently, including staffing, offices and technology, to support future growth. To increase the volume of originations, the Bank has recently hired a number of on-the-road loan originators. Management believes that the investment now in the origination staff and the tools that they need to efficiently originate loans are likely to generate future earnings for the Bank.

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

      Non-performing assets totaled $54,000 at June 30, 2000 as compared to $92,000 at December 31, 1999, a decrease of $38,000. The allowance for loan loss covers non-performing assets greater than twelve times. While there can be no assurance, management believes that the allowance for loan loss is adequate to cover losses inherent in the loan portfolio as of the balance sheet date.

      Net income for the three months ended June 30, 2000 totaled $53,000, or $0.10 per share. For the three months ended June 30, 1999, net income was $99,000 or $.20 per share. The decrease in earnings, $46,000 when comparing the three months ended June 30, 2000 and 1999, is the result of a lower volume of loan sales due to a rising interest rate environment and expenses related to the opening of the Quincy branch and the addition of additional loan origination staff. Management believes that the Quincy branch opening and additional originators are investments in the future success of the Bank and views these expenses as a positive step in achieving the goals set forth in its strategic plan. Also affecting net income for the three months ended June 30, 2000 was the inclusion of expenses related to the proxy contest totaling $27,000.

      Net interest income for the three months ended June 30, 2000 totaled $838,000, compared with net interest income of $764,000 for the three month ended June 30, 1999, an increase of 9.7%. The increase is the result of the implementation of the Bank's growth strategy in 2000. Management expects to continue this growth when opportunities to increase net interest income exist.

      Interest and dividend income for the three months ended June 30, 2000 was $2.0 million, compared with $1.4 million for the three months ended June 30, 1999, an increase of $600,000 or 42.9%. This growth was concentrated in the loan portfolio, in accordance with both Management's strategic growth plan, and in accordance with interest rate and mortgage market conditions forcing a slowdown in loans originated for sale in late 1999 and early 2000. Management believes that the additional portfolio loans, especially adjustable-rate loans, will add rate sensitivity to the Bank's balance sheet, ultimately resulting in a more stable interest margin. Interest and dividends on investments increased from $160,000 for the three months ended June 30, 1999 to $199,000 for the three months ended June 30, 2000, an increase of $39,000 or 24.4%. This increase is the result of increased levels of investment securities held, and the increase in market interest rates.

      Interest expense for the three months ended June 30, 2000 was $1.1 million compared to $681,000 for the three months ended June 30, 1999, an increase of $451,000 or 66.2%. Interest on deposits increased from $517,000 for the three months ended June 30, 1999, to $816,000 for the three months ended June 30, 2000. Management has actively pursued deposits in accordance with its strategic growth plan, in order to fund growth in the loan portfolio. Management has also used deposit growth to repay borrowings from the FHLB in early 2000.

      The Bank borrowed from the FHLB in order to fund increased loan originations in the second half of 1999. Interest from borrowings increased from $163,000 for the three months ended June 30, 1999 to $316,000 as a result of those borrowings. The Bank has utilized a portion of its deposit growth to fund the repayment of maturing borrowings from the FHLB.

      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 non-performing 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 June 30, 2000, 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 $80,000 for the three months ended March 31, 2000, the provision for loan losses was $17,000 compared to zero for the three months ended June 30, 1999. The allowance for loan losses was $697,000 at June 30, 2000 and $596,000 at December 31, 1999, which is 0.80% of total loans at such dates. The allowance for loan losses as a percentage of non-performing loans was 1,290.7% at June 30, 2000 and 647.8% at December 31, 1999.

      Net interest income increased $91,000, or 11.9%, to $855,000 for the three months ended June 30, 2000 from $764,000 for the same period in 1999. The increase is the result of Management's planned growth of the Bank, in which increased levels of deposits and borrowings funded loan growth. Excess funds were used to either retire borrowings or to purchase investment securities. The increase in earning assets was offset by a decline in the interest rate spread, the result of increased market rates of interest and higher rates paid to attract deposits, which funded loan growth.

      Total non-interest income decreased from $126,000, for the three months ended June 30, 1999 to $76,000 for the three months ended June 30, 2000, a decrease of $50,000 or 39.6%. This decrease may be primarily attributed to a $44,000 decrease in the gain of sale of loans, from $60,000 for the three months ended June 30, 1999 to $16,000 for the three months ended June 30, 2000. The decrease is the result of decreased mortgage banking activity, caused by a rising interest rate environment in late 1999 and early 2000. A greater number of portfolio loans were written, including certain one-to-four family adjustable-rate loans, which added rate sensitivity to the balance sheet. The increased percentage in portfolio loans originated contributed to greater net interest income which management expects will ultimately have a stabilizing effect on net income in future periods.

      Other non-interest income decreased from $65,000 for the three months ended June 30, 1999, to $59,000 for the three months ended June 30, 2000; a decrease of $6,000 or 9.2%.

      Non-interest expenses for the three months ended June 30, 2000 totaled $829,000, an increase of $89,000, or 12.0% when comparing to the three months ended June 30, 1999. Salaries and benefits increased from $399,000 to $446,000 as a result of the addition of the Quincy office branch staff, a sales manager, and mortgage originators. Management believes that the investment in additional lending staff will result in increases in the levels of both mortgage interest income and gains on sales of mortgage loans.

      Occupancy and equipment expenses increased by $30,000, the result of the addition of the new Quincy branch and headquarters, and data processing expenses increased by $9,000 resulting from expenses incurred in an upgrade of automated teller machine systems. Included in other general and administrative expenses for the three months ended June 30, 2000 are certain costs related to the proxy contest, totaling $27,000.

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

      Net income for the six months ended June 30, 2000 was $62,000, compared with net income of $266,000 for the six months ended June 30, 1999. The decline in net income is primarily the result of decreased levels of gains on sales of mortgage loans and the investment in branch and lending departments. Management believes that these investments will ultimately contribute to the Bank's future success.

      With the rise in interest rates in late 1999 and early 2000, the volume of sold loans declined as a percentage of total loans originated. The Bank originated adjustable rate portfolio loans to stabilize the interest margin, further forgoing opportunities for loan sales. Management believes that interest rates have stabilized and has taken steps to rebuild the level of gains, including the hiring of additional originators, which had the effect of increasing salaries and employee benefits.

      Net interest income increased from $1.5 million for the six months ended June 30, 1999 to $1.7 million for the six months ended June 30, 2000, an increase of 13.3%. This increase is the result of the Bank's growth strategy. The net interest margin decreased from 4.24% to 3.53%, when comparing the six months ended June 30, 1999 and 2000. Rising market interest rates, including deposit rates offered by competitors, and a slightly negative gap position accounted for the decrease in the net interest margin, which partially offset the effect of the Bank's growth on net interest income.

      Total interest and dividend income increased from $2.8 million for the six months ended June 30, 1999 to $3.8 million for the six months ended June 30, 2000, an increase of 35.7%. The increase is primarily the result of increased volumes of mortgage loans. Interest from mortgage loans increased from $2.4 million for the six months ended June 30, 1999 to $3.3 million for the six months ended June 30, 2000, or 37.5%. The income attributable to increased levels of mortgage loans is partially offset by a decline in the net yield on mortgage loans from 8.12% for the six months ended June 30,1999 to 7.99% for the six months ended June 30, 2000. The decreased yield results from the origination of a greater number of adjustable-rate loans, which have a lower initial interest rate. These loans will reprice regularly, thereby adding interest rate sensitivity to the loan portfolio.

      Interest on investment securities increased from $282,000 to $389,000 or 37.9% when comparing the six month periods ended June 30, 1999 and 2000, respectively, the increase is attributable to rising market interest rates, management's shift in the portfolio composition toward high quality corporate securities and a slight increase in the average balance of securities. Dividend income on investments also increased when comparing the six months ended June 30, 1999 and 2000, rising from $54,000 in 1999, to $90,000 in 2000, an increase of 66.7%. Federal funds increased as a result of higher market interest rates and increased average balances.

      Total interest expense increased from $1.3 million for the six months ended June 30, 1999 to $2.2 million for the six months ended June 30, 2000. The Bank used both deposits and borrowings to fund its growth strategy; accordingly there was an increase in average deposit and borrowing volume when comparing the two periods. Additionally, the increase in market interest, and the Bank's rates in order to attract new deposit customers impacted the cost of funds. Interest on deposits increased from $1.1 million for the six months ended June 30, 1999, to $1.5 million for the six months ended June 30, 2000, an increase of 36.4%; while for the same periods interest on borrowings increased from $236,000 to $641,000.

      Net interest income for the six months ended June 30, 2000 was $1.7 million, an increase of $200,000, or 13.3%, from the six months ended June 30, 1999, $1.5 million. The increase was driven by the Bank's planned growth, the result of which was an increase in average earning assets of $26.3 million. The positive effect of this growth was partially offset by a decline in the interest rate spread from 3.53% for the six months ended June 30, 199 to 2.98% for the six months ended June 30, 2000, the result of increased market, competitors, and FHLB interest rates. FHLB borrowings were utilized in 1999 as temporary sources of funds. Deposits in excess of net loan originations accumulated in 2000 were used to either retire borrowings or to purchase investment securities.

      The Bank recorded a provision for loan losses of $21,000 and net recoveries of prior loan charge-offs totaling $80,000 for the six months ended June 30, 2000, compared to a provision of zero for the six months ended June 30, 1999. Management believes that the allowance for loan loss reported on the balance sheet at June 30, 2000 is adequate to absorb losses that are inherent in the loan portfolio.

      The Bank recorded total non-interest income of $135,000 for the six months ended June 30, 2000, compared with $335,000 for the six months ended June 30, 1999. This decrease is primarily attributed to a decline in gains on sales of loans of $181,000; which may be attributed to increasing interest rates, a shift in customer demand away from fixed-rate loans during this period of higher interest rates, and Management's decision to originate a greater number of portfolio loans. Management has recently expanded the loan origination staff, and believes this investment will increase the Bank's mortgage banking activity and ultimately increase the level of gains on sale of mortgage loans.

      All other fee income declined by a total of $13,000, from a total of $120,000 for the six months ended June 30, 1999, to $107,000 for the six months ended June 30, 2000.

      Total non-interest expense increased from $1.5 million for the six months ended June 30, 1999 to $1.7 million for the six months ended June 30, 2000, an increase of 13.3%. This increase can be attributed to salaries and benefits, increasing by $121,000 as a result of added staff in the new Quincy office and additional mortgage originators, who were hired for the purpose of increasing the origination of loans held for sale. Management believes that the staff that was hired for the new banking office and the additional originators constitute an investment into the future success of the Bank, both in terms of deposit gathering and loan origination.

      Occupancy and equipment expenses increased by $52,000 as a result of the opening of the Quincy office. Other operating expenses increased from $365,000 for the six months ended June 30, 1999 to $451,000 for the six months ended June 30, 2000. This increase may be attributed to a $59,000 increase in advertising and marketing, primarily related to the opening of the Quincy office, as well as legal, professional, and other expenses related to the proxy contest totaling $48,000.

      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 flows 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 six months ended June 30, 2000 and 1999, the Bank's loan originations totaled $23.1 million and $42.8 million, respectively. During the six months ended June 30, 2000 and 1999, the Bank's purchases of U.S. Government and agency obligations and corporate equity securities and debt obligations totaled $1.3 million and $6.8 million, respectively. The Bank experienced a net increase in total deposits of $19.1 million or 30.2% for the six months ended June 30, 2000, as compared to $378,000 for the six months ended June 30, 1999. 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 $72.6 million at June 30, 2000 at which time the Bank had $17.5 million of outstanding FHLB borrowings.

      Outstanding commitments for all loans totaled $1.5 million at June 30, 2000. 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 June 30, 2000, totaled $37.2 million. From June 30, 1999 to June 30, 2000, the Bank experienced a 78.8% 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 June 30, 2000, the Bank exceeded all of its regulatory capital requirements with a leverage capital level of $7.8 million, or 10.9% of adjusted assets, which is above the required level of $2.9 million, or 4.0%, and risk-based capital of $8.5 million, or 11.9% of adjusted assets, which is above the required level of $5.7 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.

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

      The 2000 Annual Meeting of Shareholders was held on April 26, 2000. Proposals to be voted were (1) Election of four directors to a three-year term of office and (2) Ratification of amendments to the Massachusetts Fincorp, Inc. 1999 Stock-Based Incentive Plan.

      The four nominees proposed for election by the Board of Directors were John R. Byrne, Richard F. Cahill, W. Craig Dolan and John P. O'Hearn, Jr. Three nominees proposed for election by the Committee to Enhance Stockholder Value were Mark W. Jaindl, Scott E. Buck and William E. Schantz II. The results of the shareholder vote elected John P. O'Hearn, Jr., Mark W. Jaindl, Scott E. Buck and William E. Schantz II to a three-year term of office. Details of the votes cast are as follows:

      Continuing directors are as follows:

      The amendments to the Massachusetts Fincorp, Inc. 1999 Stock-Based Incentive Plan presented for ratification involved the acceleration or modification of the vesting of restricted stock awards and stock options. Both amendments were defeated by the following vote.

Item 5.    Other Information

      None

Item 6.    Exhibits and Reports on Form 8-K

      (a)  Exhibits

____________________

      (b)  Reports on Form 8-K

      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.