UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G
________________
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)*
Massbank Corp.
(NAME OF ISSUER)
Class A Common Stock, $1.00 par value
(TITLE OF CLASS OF SECURITIES)
576152 10 2
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement. [ ]
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
__________________
* 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).
PAGE 1 OF 6 PAGES
<PAGE>
13G
CUSIP No. 576152 10 2
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
John A. Levin & Co., Inc.
13-3134273
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
22,950
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
144,000
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
22,950
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
242,500
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
265,450
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.3%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA, BD
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
13G
CUSIP No. 576152 10 2
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
John A. Levin
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
22,950
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
144,000
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
22,950
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
242,500
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
265,450
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.3%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 8 to Schedule 13G restates the entire text of
the Schedule 13G pursuant to Rule 101(a)(2)(ii) of Regulation S-T.
ITEM 1(a) NAME OF ISSUER:
Massbank Corp. (the "Company")
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
123 Haven Street, Reading, Massachusetts 01867
ITEM 2(a) NAME OF PERSON FILING:
John A. Levin & Co., Inc. ("Levin & Co.")
John A. Levin
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
One Rockefeller Plaza, New York, New York 10020
ITEM 2(c) CITIZENSHIP:
Levin is a corporation organized under the laws of the State of
Delaware. John A. Levin is a citizen of the United States.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common stock, $1.00 par value (the "Common Stock").
ITEM 2(e) CUSIP NUMBER:
576152 10 2
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B),
OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or Dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act")
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act of 1940
(e) ( X ) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Sec.
240.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with Sec.
240.13d-1(b)(ii)(G) (Note: See item 7)
(h) ( ) Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(H)
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ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
265,450
(b) Percentage of Class:
9.3% (based on the 2,856,563 shares of Common Stock reported
to be outstanding as of October 31, 1994, as reflected in
the Company's Form 10-Q for the quarter ended September 30,
1994.)
(c) Number of shares as to which such person has:
(i) sole power to vote:
22,950
(ii) shared power to vote or to direct the vote:
144,000
(iii) sole power to dispose or to direct the disposition of:
22,950
(iv) shared power to dispose or to direct the disposition
of:
242,500
Levin & Co. holds for the accounts of its investment advisory
clients, and thereby beneficially owns, within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, the foregoing
shares of Common Stock. By virtue of John A. Levin's positions as
President, director and sole stockholder of Levin & Co., Mr. Levin
may be deemed the beneficial owner of the shares of Common Stock
held by Levin & Co. Levin & Co. has the sole power to vote and
dispose of, and shares the power to vote and dispose of, such
shares of Common Stock to the extent set forth above. All such
powers of Levin & Co. may be exercised by John A. Levin.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
This Schedule 13G is filed by John A. Levin and Levin & Co., an
investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, as amended, with respect to Common Stock
purchased by Levin & Co. on behalf of its investment advisory
clients. Each such client has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the securities held in such person's account. No such
client has any of the foregoing rights with respect to more than
five percent of the class of securities identified in Item 2(d).
There is no agreement or understanding among such persons to act
together for the purpose of acquiring, holding, voting or
disposing of any such securities.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below, Levin & Co. and John A. Levin
certify that, to the best of their knowledge and belief, the
securities referred to above were acquired in the ordinary course
of business, were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as
a participant in any transaction having such purposes 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.
Dated: February 10, 1995
JOHN A. LEVIN & CO., INC.
/s/ John A. Levin
---------------------------
John A. Levin
President
/s/ John A. Levin
---------------------------
John A. Levin
PAGE 6 OF 6 PAGES
