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. 9)*
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).
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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 & 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
30,450
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
144,000
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
30,450
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
235,000
_____________________________________________________________________________
(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)
9.7%
_____________________________________________________________________________
(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
30,450
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
144,000
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
30,450
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
235,000
_____________________________________________________________________________
(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)
9.7%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
The Schedule 13G initially filed for the year ended December 31,
1986 of (i) John A. Levin & Co., Inc. and (ii) John A. Levin relating to the
Class A Common Stock, par value $1.00 per share (the "Common Stock"), issued
by Massbank Corp. (the "Company") is hereby amended by this Amendment No. 9 to
the Schedule 13G as follows:
ITEM 4. OWNERSHIP.
Item 4 is hereby replaced in its entirety by the following:
(a) Amount beneficially owned:
265,450
(b) Percent of class:
9.7% (based on the 2,739,106 shares of Common Stock reported to be
outstanding as of October 31, 1995, as reflected in the Company's
quarterly report on Form 10-Q filed with the Securities and
Exchange Commission by the Company for the quarter ended September
30, 1995.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
30,450
(ii) shared power to vote or to direct the vote
144,000
(iii) sole power to dispose or to direct the disposition of
30,450
(iv) shared power to dispose or to direct
the disposition of
235,000
John A. Levin & Co., Inc. ("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.
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<PAGE>
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 their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
February 16, 1996
JOHN A. LEVIN & CO., INC.
/s/ JOHN A. LEVIN
John A. Levin
President
/s/ JOHN A. LEVIN
John A. Levin
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