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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 13)*
Massbank Corp.
(Name of Issuer)
Class A Common Stock, $1.00 par value
(Title of Class of Securities)
576152 10 2
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
___________
* 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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Schedule 13G PAGE 2 OF 7
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
18,265
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
106,413
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
18,265
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
200,900
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
219,165
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.5%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IA
___________________________________________________________________________
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Schedule 13G PAGE 3 OF 7
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
18,265
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
106,413
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
18,265
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
200,900
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
219,165
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.5%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IV
_____________________________________________________________________________
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Schedule 13G PAGE 4 OF 7
Amendment No. 13 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 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 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of 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: see Rule 13d-
1(b)(1)(ii)(E)
(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 Rule 13d-
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Schedule 13G PAGE 5 OF 7
1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G);
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940;
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX.
[ ]
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
219,165
(b) Percentage of Class:
6.5% (based on the 3,367,025 shares of Common Stock
reported to be outstanding as of October 31, 1999, as
reflected in the Company's Form 10-Q for the quarter ended
September 30, 1999.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
18,265
(ii) shared power to vote or to direct the vote:
106,413
(iii)sole power to dispose or to direct the disposition of:
18,265
(iv) shared power to dispose or to direct the disposition of:
200,900
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.
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Schedule 13G PAGE 6 OF 7
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 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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Schedule 13G PAGE 7 OF 7
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 and are held in the
ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: February 14, 2000
JOHN A. LEVIN & CO., INC.
/s/ John A. Levin
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John A. Levin
Chairman and Chief Executive Officer
BAKER, FENTRESS & COMPANY
/s/ John A. Levin
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John A. Levin
Chairman and Chief Executive Officer
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