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. 12)*
Massbank Corp.
(NAME OF ISSUER)
Class A Common Stock, $1.00 par value
(TITLE OF CLASS OF SECURITIES)
576152 10 2
(CUSIP NUMBER)
__________________
* 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
20,100
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
121,519
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
20,100
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
213,349
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
233,449
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.6%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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13G
CUSIP No. 576152 10 2
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Baker, Fentress & Company
36-0767530
_____________________________________________________________________________
(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
20,100
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
121,519
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
20,100
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
213,349
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
233,449
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.6%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IV
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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Amendment No. 12 to the Schedule 13G of John A. Levin & Co., Inc.
("Levin & Co.") and Baker, Fentress & Company ("Baker Fentress") with respect
to the Common Stock, $1.00 par value (the "Common Stock"), of Massbank Corp.
(the "Company"). Schedule 13G is hereby amended and restated in its entirety
as follows:
ITEM 1(a) NAME OF ISSUER:
Massbank Corp.
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.")
Baker, Fentress & Company ("Baker Fentress")
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
John A. Levin & Co., Inc. Baker, Fentress & Company
One Rockefeller Plaza 200 West Madison Street
New York, New York 10020 Chicago, Illinois 60606
ITEM 2(c) CITIZENSHIP:
Levin & Co. and Baker Fentress are each corporations organized
under the laws of the State of Delaware.
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) ( X ) 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:
233,449
(b) Percentage of Class:
6.6% (based on the 3,534,610 shares of Common Stock
reported to be outstanding as of October 31, 1998, as
reflected in the Company's Form 10-Q for the quarter ended
September 30, 1998.)
(c) Number of shares as to which such person has:
(i) sole power to vote:
20,100
(ii) shared power to vote or to direct the vote:
121,519
(iii)sole power to dispose or to direct the disposition of:
20,100
(iv) shared power to dispose or to direct the disposition of:
213,349
Levin & Co., an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940, as amended, 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. Baker Fentress, an investment company registered under the
Investment Company Act of 1940, as amended, is the sole shareholder
of Levin Management Co., Inc., a Delaware corporation which is the
sole shareholder of Levin & Co. Baker Fentress, therefore, may be
deemed the beneficial owner of the shares of Common Stock held by
Levin & Co.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
This Schedule 13G is filed by Levin & Co. and Baker Fentress with
respect to Common Stock purchased by Levin & Co. on behalf of
Levin & Co.'s 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.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
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ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below, Levin & Co. and Baker Fentress
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 12, 1999
JOHN A. LEVIN & CO., INC.
/s/ John A. Levin
---------------------------
John A. Levin
President
BAKER FENTRESS & COMPANY
/s/ John A. Levin
---------------------------
John A. Levin
President
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