As filed with the Securities and Exchange Commission on June 6, 2001
                                                    Registration No. 333________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           MASSACHUSETTS FINCORP, INC.
--------------------------------------------------------------------------------
   (exact name of registrant as specified in its certificate of incorporation)

 DELAWARE                              6036                       04-3431804
--------------------------------------------------------------------------------
(state or other jurisdiction of    (Primary Standard            (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                                70 QUINCY AVENUE
                           QUINCY, MASSACHUSETTS 02169
                                 (617) 769-1100
--------------------------------------------------------------------------------
                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

           MASSACHUSETTS FINCORP, INC. 1999 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                            ------------------------

                                                COPIES TO:
PAUL C. GREEN                                   GARY R. BRONSTEIN
PRESIDENT                                       JOAN S. GUILFOYLE
MASSACHUSETTS FINCORP, INC.                     STRADLEY RONON HOUSLEY KANTARIAN
70 QUINCY AVENUE                                & BRONSTEIN LLP
QUINCY, MASSACHUSETTS 02169                     1220 19TH STREET, NW
(617) 769-1100                                  WASHINGTON, DC  20036
(Name, address, including zip code,             (202) 822-9611
and telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
 TITLE OF SECURITIES TO BE        AMOUNT TO BE    PROPOSED MAXIMUM OFFERING  PROPOSED MAXIMUM AGGREGATE      AMOUNT OF
         REGISTERED                REGISTERED         PRICE PER SHARE            OFFERING PRICE          REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
        <S>                    <C>                      <C>                        <C>                      <C>
        Common Stock
       $.01 par Value          54,548 Shares (1)        $ (2)                      $664,738                  $166.19
-----------------------------------------------------------------------------------------------------------------------------
        Common Stock
       $.01 par Value          21,819 Shares (3)        $15.375 (4)                $335,467                   $83.87
-----------------------------------------------------------------------------------------------------------------------------
<FN>
(1)      Represents the maximum number of shares reserved or issuable subject to
         stock options under the Massachusetts Fincorp, Inc. 1999 Stock-Based
         Incentive Plan (the "Plan") (54,548), together with an indeterminate
         number of additional shares which may be necessary to adjust the number
         of shares reserved or issuable under the Plan as the result of a stock
         split, stock dividend or similar adjustment of the outstanding Common
         Stock of the Registrant.
(2)      To date, 51,537 shares being registered hereby are presently subject to
         option at an exercise price of $12.00 per share ($618,444 in the
         aggregate). Pursuant to Rule 457(c), 3,011 shares for which options
         have not been granted under the Plan are being registered based upon
         the average of the bid and asked prices of the Common Stock of the
         Registrant as reported on the OTC Bulletin Board on May 31, 2001 of
         $15.375 per share ($46,294 in the aggregate).
(3)      Represents the total number of shares currently reserved or available
         for issuance as stock awards under the Plan together with an
         indeterminate number of additional shares which may be necessary to
         adjust the number of shares reserved or available for issuance under
         the Plan as a result of a stock split, stock dividend or similar
         adjustment of the outstanding Common Stock of the Registrant.
(4)      Pursuant to Rule 457(c), 21,819 shares are being registered hereby
         based upon the average of the bid and asked prices of the Common Stock
         of the Registrant as reported on the OTC Bulletin Board on May 31, 2001
         of $15.375 per share ($335,467 in the aggregate).
</FN>
</TABLE>

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.



<PAGE>

                           MASSACHUSETTS FINCORP, INC.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents  containing  the  information  for the  Massachusetts
Fincorp,  Inc. (the "Company" or the  "Registrant")  1999 Stock-Based  Incentive
Plan (the "Plan") required by Part I of the Registration  Statement will be sent
or given to the  participants in the Plan as specified by Rule  428(b)(1).  Such
document is not filed with the  Securities and Exchange  Commission  (the "SEC")
either as a part of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424 in reliance on Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following  documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

     (a) The Form 10-KSB filed by the Registrant (File No. 0-24791) with the SEC
on  March  30,  2001,   which  includes  the   consolidated   balance  sheet  of
Massachusetts Fincorp, Inc. and subsidiary as of December 31, 2000 and 1999, and
the related consolidated  statements of income, changes in shareholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
2000,  together  with the related  notes and the report of Grant  Thornton  LLP,
independent certified public accountants.

     (b) The Form 10-QSB filed by the  Registrant  for the fiscal  quarter ended
March 31, 2001 (File No. 0-24791), filed with the SEC on May 8, 2001.

     (c) The description of Registrant's  Common Stock contained in Registrant's
Form 8-A (File No. 0-24791),  as filed with the SEC pursuant to Section 12(g) of
the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") and Rule
12b-15 promulgated  thereunder,  on August 12, 1998 as incorporated by reference
from the Company's Registration Statement on Form SB-2 (File No. 333-60237).

     (d) All  documents  filed by the  Registrant  pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

     Any statement  contained in this Registration  Statement,  or in a document
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent that a statement  contained  herein, or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.


                                       2
<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

     The common  stock to be offered  pursuant  to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     In accordance with the Delaware General Corporation Law, Articles 10 and 11
of the Registrant's Certificate of Incorporation provide follows:

     TENTH:

          A. Each person who was or is made a party or is  threatened to be made
     a party to or is  otherwise  involved  in any action,  suit or  proceeding,
     whether civil,  criminal,  administrative  or investigative  (hereinafter a
     "proceeding"), by reason of the fact that he or she is or was a Director or
     an Officer of the  Corporation  or is or was  serving at the request of the
     Corporation  as  a  Director,   Officer,   employee  or  agent  of  another
     corporation or of a partnership,  joint venture, trust or other enterprise,
     including  service with respect to an employee benefit plan (hereinafter an
     "indemnitee"), whether the basis of such proceeding is alleged action in an
     official capacity as a Director, Officer, employee or agent or in any other
     capacity while serving as a Director,  Officer, employee or agent, shall be
     indemnified  and held  harmless by the  Corporation  to the fullest  extent
     authorized by the Delaware  General  Corporation Law, as the same exists or
     may hereafter be amended (but, in the case of any such  amendment,  only to
     the extent that such amendment  permits the  Corporation to provide broader
     indemnification  rights than such law permitted the  Corporation to provide
     prior  to  such  amendment),   against  all  expense,  liability  and  loss
     (including  attorneys'  fees,  judgments,  fines,  ERISA  excise  taxes  or
     penalties and amounts paid in settlement)  reasonably  incurred or suffered
     by such indemnitee in connection therewith; provided, however, that, except
     as  provided  in Section C hereof with  respect to  proceedings  to enforce
     rights  to  indemnification,  the  Corporation  shall  indemnify  any  such
     indemnitee in connection  with a proceeding (or part thereof)  initiated by
     such indemnitee only if such proceeding (or part thereof) was authorized by
     the Board of Directors of the Corporation.

          B. The right to indemnification conferred in Section A of this Article
     TENTH shall  include the right to be paid by the  Corporation  the expenses
     incurred  in  defending  any  such  proceeding  in  advance  of  its  final
     disposition (hereinafter an "advancement of expenses");  provided, however,
     that, if the Delaware General  Corporation Law requires,  an advancement of
     expenses  incurred by an indemnitee in his or her capacity as a Director or
     Officer (and not in any other  capacity in which service was or is rendered
     by such indemnitee,  including, without limitation, services to an employee
     benefit  plan) shall be made only upon  delivery to the  Corporation  of an
     undertaking  (hereinafter  an  "undertaking"),  by or  on  behalf  of  such
     indemnitee,  to repay all  amounts so advanced  if it shall  ultimately  be
     determined by final judicial  decision from which there is no further right
     to appeal (hereinafter a "final  adjudication") that such indemnitee is not
     entitled  to be  indemnified  for  such  expenses  under  this  Section  or
     otherwise. The rights to indemnification and to the advancement of expenses
     conferred  in  Sections A and B of this  Article  TENTH  shall be  contract
     rights and such rights shall continue as to an indemnitee who has ceased to
     be a Director, Officer, employee or agent and shall inure to the benefit of
     the indemnitee's heirs, executors and administrators.

          C. If a claim under  Section A or B of this Article  TENTH is not paid
     in full by the Corporation within sixty days after a written claim has been
     received  by  the  Corporation,  except  in  the  case  of a  claim  for an
     advancement  of  expenses,  in which case the  applicable  period  shall be
     twenty days, the indemnitee may at any time  thereafter  bring suit against
     the Corporation to recover the unpaid amount of the claim. If successful in
     whole or in part in any such suit, or in a suit brought by the  Corporation
     to  recover  an  advancement  of  expenses  pursuant  to  the  terms  of an
     undertaking,  the indemnitee shall be entitled to be paid also the expenses
     of  prosecuting  or  defending  such suit.  In (i) any suit  brought by the
     indemnitee to enforce a right to  indemnification  hereunder  (but not in a
     suit  brought by the  indemnitee  to enforce a right to an  advancement  of
     expenses)  it  shall  be a  defense  that,  and  (ii)  in any  suit  by the
     Corporation to recover an

                                       3
<PAGE>

     advancement  of  expenses  pursuant  to the  terms  of an  undertaking  the
     Corporation  shall  be  entitled  to  recover  such  expenses  upon a final
     adjudication  that, the indemnitee has not met any applicable  standard for
     indemnification  set forth in the Delaware General Corporation Law. Neither
     the  failure  of  the  Corporation   (including  its  Board  of  Directors,
     independent   legal  counsel,   or  its   stockholders)   to  have  made  a
     determination  prior to the commencement of such suit that  indemnification
     of the indemnitee is proper in the circumstances because the indemnitee has
     met the  applicable  standard of conduct set forth in the Delaware  General
     Corporation Law, nor an actual determination by the Corporation  (including
     its Board of Directors,  independent  legal counsel,  or its  stockholders)
     that the indenmitee has not met such applicable standard of conduct,  shall
     create  a  presumption  that  the  indemnitee  has not  met the  applicable
     standard  of  conduct  or,  in the  case  of  such a  suit  brought  by the
     indemnitee,  be a  defense  to  such  suit.  In  any  suit  brought  by the
     indemnitee to enforce a right to  indemnification  or to an  advancement of
     expenses  hereunder,  or by the  Corporation  to recover an  advancement of
     expenses  pursuant  to the terms of an  undertaking,  the burden of proving
     that  the  indemnitee  is  not  entitled  to be  indemnified,  or  to  such
     advancement of expenses,  under this Article TENTH or otherwise shall be on
     the Corporation.

          D. The rights to  indemnification  and to the  advancement of expenses
     conferred in this  Article  TENTH shall not be exclusive of any other right
     which any person  may have or  hereafter  acquire  under any  statute,  the
     Corporation's  Certificate of  Incorporation,  Bylaws,  agreement,  vote of
     stockholders or Disinterested Directors or otherwise.

          E. The Corporation may maintain insurance,  at its expense, to protect
     itself and any Director,  Officer,  employee or agent of the Corporation or
     subsidiary or Affiliate or another corporation, partnership, joint venture,
     trust or other enterprise  against any expense,  liability or loss, whether
     or not the  Corporation  would  have the  power to  indemnify  such  person
     against  such  expense,  liability  or  loss  under  the  Delaware  General
     Corporation Law.

          F. The Corporation may, to the extent  authorized from time to time by
     the  Board  of  Directors,  grant  rights  to  indemnification  and  to the
     advancement of expenses to any employee or agent of the  Corporation to the
     fullest  extent of the provisions of this Article TENTH with respect to the
     indemnification  and  advancement  of expenses of Directors and Officers of
     the Corporation.

     ELEVENTH:
     --------

     A  Director  of this  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii) under Section 174 of the Delaware  General  Corporation
Law; or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
Director of the Corporation existing at the time of such repeal or modification.

                                       4

<PAGE>


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  LIST OF EXHIBITS.

         The  following  exhibits are filed  with or  incorporated  by reference
into this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):

         4       Massachusetts Fincorp, Inc. 1999 Stock-Based Incentive Plan

         5       Opinion of Stradley Ronon Stevens & Young, LLP as to the
                 legality of the Common Stock to be issued

         23.0    Consent of Stradley Ronon Stevens & Young, LLP (contained in
                 the opinion included in Exhibit 5)

         23.1    Consent of Grant Thornton LLP

         24      Power of Attorney is located on the signature pages



                                       5
<PAGE>

ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective amendment to this Registration Statement:

     (i)  To  include  any  Prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

     (ii) To reflect in the  Prospectus  any facts or events  arising  after the
          effective  date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; and

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement

     unless the  information  required by (i) and (ii) is  contained in periodic
     reports  filed by the  Registrant  pursuant  to  Section 13 or 15(d) of the
     Exchange  Act that are  incorporated  by reference  into this  Registration
     Statement.

(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933,  each such  post-effective  amendment  shall be deemed to be a new
     Registration  Statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the Offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
directors, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       6
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act,  Massachusetts Fincorp,
Inc.  certifies that it has  reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boston,  Commonwealth of  Massachusetts,  on May 31,
2001.

                                  MASSACHUSETTS FINCORP, INC.


                                  By:  /s/ Paul C. Green
                                       -----------------------------------------
                                           Paul C. Green
                                           President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     KNOW ALL MEN BY THESE  PRESENT,  that each person whose  signature  appears
below (other than Mr. Green) constitutes and appoints Mr. Green, as the true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for him (or her) and in his (or her) name,  place and stead, in
any  and  all  capacities  to  sign  any  or all  amendments  to  the  Form  S-8
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other documents in connection  therewith,  with the U.S. Securities and Exchange
Commission,  respectively,  granting unto said  attorney-in-fact  and agent full
power and  authority to do and perform  each and every act and things  requisite
and  necessary  to be done as fully to all intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Name                                     Title                                            Date
----                                     -----                                            ----

<S>                                      <C>                                            <C>
/s/ Paul C. Green                        President, Director & Acting Treasurer         May 31, 2001
------------------------------------       (principal executive, accounting
Paul C. Green                              and financial officer)


/s/ Scott E. Buck                        Director                                       May 31, 2001
------------------------------------
Scott E. Buck


/s/ John E. Hurley, Jr.                  Director                                       May 31, 2001
------------------------------------
John E. Hurley, Jr.


/s/ Mark W. Jaindl                       Director                                       May 31, 2001
------------------------------------
Mark W. Jaindl


/s/ Robert E. McGovern                   Director                                       May 31, 2001
------------------------------------
Robert E. McGovern


                                       7
<PAGE>


/s/ John P. O'Hearn, Jr.                 Director                                       May 31, 2001
------------------------------------
John P. O'Hearn, Jr.


/s/ Robert H. Quinn                      Director                                       May 31, 2001
------------------------------------
Robert H. Quinn


/s/ William E. Schantz II                Director                                       May 31, 2001
------------------------------------
William E. Schantz II


/s/ John J. Sousa, Jr.                   Director                                       May 31, 2001
------------------------------------
John J. Sousa, Jr.


/s/ Joseph W. Sullivan                   Director                                       May 31, 2001
------------------------------------
Joseph W. Sullivan


/s/ Diane Valle                          Director                                       May 31, 2001
------------------------------------
Diane Valle
</TABLE>

                                       8
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{"company-data": {"conformed-name": "MASSACHUSETTS FINCORP INC", "cik": "0001066170", "assigned-sic": "6036", "irs-number": "043431804", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62374", "film-number": "1655067"}, "business-address": {"street1": "70 QUINCY AVE", "city": "QUINCY", "state": "MA", "zip": "02169", "phone": "6178255556"}}
As filed with the Securities and Exchange Commission on June 6, 2001
                                                    Registration No. 333________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           MASSACHUSETTS FINCORP, INC.
--------------------------------------------------------------------------------
   (exact name of registrant as specified in its certificate of incorporation)

 DELAWARE                              6036                       04-3431804
--------------------------------------------------------------------------------
(state or other jurisdiction of    (Primary Standard            (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                                70 QUINCY AVENUE
                           QUINCY, MASSACHUSETTS 02169
                                 (617) 769-1100
--------------------------------------------------------------------------------
                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

           MASSACHUSETTS FINCORP, INC. 1999 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                            ------------------------

                                                COPIES TO:
PAUL C. GREEN                                   GARY R. BRONSTEIN
PRESIDENT                                       JOAN S. GUILFOYLE
MASSACHUSETTS FINCORP, INC.                     STRADLEY RONON HOUSLEY KANTARIAN
70 QUINCY AVENUE                                & BRONSTEIN LLP
QUINCY, MASSACHUSETTS 02169                     1220 19TH STREET, NW
(617) 769-1100                                  WASHINGTON, DC  20036
(Name, address, including zip code,             (202) 822-9611
and telephone number, including area code,
of agent for service)
-----------------------------------------------------------------------------------------------------------------------------
 TITLE OF SECURITIES TO BE        AMOUNT TO BE    PROPOSED MAXIMUM OFFERING  PROPOSED MAXIMUM AGGREGATE      AMOUNT OF
         REGISTERED                REGISTERED         PRICE PER SHARE            OFFERING PRICE          REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
Common Stock
       $.01 par Value          54,548 Shares (1)        $ (2)                      $664,738                  $166.19
-----------------------------------------------------------------------------------------------------------------------------
        Common Stock
       $.01 par Value          21,819 Shares (3)        $15.375 (4)                $335,467                   $83.87
-----------------------------------------------------------------------------------------------------------------------------
(1)      Represents the maximum number of shares reserved or issuable subject to
         stock options under the Massachusetts Fincorp, Inc. 1999 Stock-Based
         Incentive Plan (the "Plan") (54,548), together with an indeterminate
         number of additional shares which may be necessary to adjust the number
         of shares reserved or issuable under the Plan as the result of a stock
         split, stock dividend or similar adjustment of the outstanding Common
         Stock of the Registrant.
(2)      To date, 51,537 shares being registered hereby are presently subject to
         option at an exercise price of $12.00 per share ($618,444 in the
         aggregate). Pursuant to Rule 457(c), 3,011 shares for which options
         have not been granted under the Plan are being registered based upon
         the average of the bid and asked prices of the Common Stock of the
         Registrant as reported on the OTC Bulletin Board on May 31, 2001 of
         $15.375 per share ($46,294 in the aggregate).
(3)      Represents the total number of shares currently reserved or available
         for issuance as stock awards under the Plan together with an
         indeterminate number of additional shares which may be necessary to
         adjust the number of shares reserved or available for issuance under
         the Plan as a result of a stock split, stock dividend or similar
         adjustment of the outstanding Common Stock of the Registrant.
(4)      Pursuant to Rule 457(c), 21,819 shares are being registered hereby
         based upon the average of the bid and asked prices of the Common Stock
         of the Registrant as reported on the OTC Bulletin Board on May 31, 2001
         of $15.375 per share ($335,467 in the aggregate).
THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
MASSACHUSETTS FINCORP, INC.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents  containing  the  information  for the  Massachusetts
Fincorp,  Inc. (the "Company" or the  "Registrant")  1999 Stock-Based  Incentive
Plan (the "Plan") required by Part I of the Registration  Statement will be sent
or given to the  participants in the Plan as specified by Rule  428(b)(1).  Such
document is not filed with the  Securities and Exchange  Commission  (the "SEC")
either as a part of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424 in reliance on Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following  documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

     (a) The Form 10-KSB filed by the Registrant (File No. 0-24791) with the SEC
on  March  30,  2001,   which  includes  the   consolidated   balance  sheet  of
Massachusetts Fincorp, Inc. and subsidiary as of December 31, 2000 and 1999, and
the related consolidated  statements of income, changes in shareholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
2000,  together  with the related  notes and the report of Grant  Thornton  LLP,
independent certified public accountants.

     (b) The Form 10-QSB filed by the  Registrant  for the fiscal  quarter ended
March 31, 2001 (File No. 0-24791), filed with the SEC on May 8, 2001.

     (c) The description of Registrant's  Common Stock contained in Registrant's
Form 8-A (File No. 0-24791),  as filed with the SEC pursuant to Section 12(g) of
the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") and Rule
12b-15 promulgated  thereunder,  on August 12, 1998 as incorporated by reference
from the Company's Registration Statement on Form SB-2 (File No. 333-60237).

     (d) All  documents  filed by the  Registrant  pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

     Any statement  contained in this Registration  Statement,  or in a document
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent that a statement  contained  herein, or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

                                       2
ITEM 4.  DESCRIPTION OF SECURITIES.

     The common  stock to be offered  pursuant  to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     In accordance with the Delaware General Corporation Law, Articles 10 and 11
of the Registrant's Certificate of Incorporation provide follows:

     TENTH:

          A. Each person who was or is made a party or is  threatened to be made
     a party to or is  otherwise  involved  in any action,  suit or  proceeding,
     whether civil,  criminal,  administrative  or investigative  (hereinafter a
     "proceeding"), by reason of the fact that he or she is or was a Director or
     an Officer of the  Corporation  or is or was  serving at the request of the
     Corporation  as  a  Director,   Officer,   employee  or  agent  of  another
     corporation or of a partnership,  joint venture, trust or other enterprise,
     including  service with respect to an employee benefit plan (hereinafter an
     "indemnitee"), whether the basis of such proceeding is alleged action in an
     official capacity as a Director, Officer, employee or agent or in any other
     capacity while serving as a Director,  Officer, employee or agent, shall be
     indemnified  and held  harmless by the  Corporation  to the fullest  extent
     authorized by the Delaware  General  Corporation Law, as the same exists or
     may hereafter be amended (but, in the case of any such  amendment,  only to
     the extent that such amendment  permits the  Corporation to provide broader
     indemnification  rights than such law permitted the  Corporation to provide
     prior  to  such  amendment),   against  all  expense,  liability  and  loss
     (including  attorneys'  fees,  judgments,  fines,  ERISA  excise  taxes  or
     penalties and amounts paid in settlement)  reasonably  incurred or suffered
     by such indemnitee in connection therewith; provided, however, that, except
     as  provided  in Section C hereof with  respect to  proceedings  to enforce
     rights  to  indemnification,  the  Corporation  shall  indemnify  any  such
     indemnitee in connection  with a proceeding (or part thereof)  initiated by
     such indemnitee only if such proceeding (or part thereof) was authorized by
     the Board of Directors of the Corporation.

          B. The right to indemnification conferred in Section A of this Article
     TENTH shall  include the right to be paid by the  Corporation  the expenses
     incurred  in  defending  any  such  proceeding  in  advance  of  its  final
     disposition (hereinafter an "advancement of expenses");  provided, however,
     that, if the Delaware General  Corporation Law requires,  an advancement of
     expenses  incurred by an indemnitee in his or her capacity as a Director or
     Officer (and not in any other  capacity in which service was or is rendered
     by such indemnitee,  including, without limitation, services to an employee
     benefit  plan) shall be made only upon  delivery to the  Corporation  of an
     undertaking  (hereinafter  an  "undertaking"),  by or  on  behalf  of  such
     indemnitee,  to repay all  amounts so advanced  if it shall  ultimately  be
     determined by final judicial  decision from which there is no further right
     to appeal (hereinafter a "final  adjudication") that such indemnitee is not
     entitled  to be  indemnified  for  such  expenses  under  this  Section  or
     otherwise. The rights to indemnification and to the advancement of expenses
     conferred  in  Sections A and B of this  Article  TENTH  shall be  contract
     rights and such rights shall continue as to an indemnitee who has ceased to
     be a Director, Officer, employee or agent and shall inure to the benefit of
     the indemnitee's heirs, executors and administrators.

          C. If a claim under  Section A or B of this Article  TENTH is not paid
     in full by the Corporation within sixty days after a written claim has been
     received  by  the  Corporation,  except  in  the  case  of a  claim  for an
     advancement  of  expenses,  in which case the  applicable  period  shall be
     twenty days, the indemnitee may at any time  thereafter  bring suit against
     the Corporation to recover the unpaid amount of the claim. If successful in
     whole or in part in any such suit, or in a suit brought by the  Corporation
     to  recover  an  advancement  of  expenses  pursuant  to  the  terms  of an
     undertaking,  the indemnitee shall be entitled to be paid also the expenses
     of  prosecuting  or  defending  such suit.  In (i) any suit  brought by the
     indemnitee to enforce a right to  indemnification  hereunder  (but not in a
     suit  brought by the  indemnitee  to enforce a right to an  advancement  of
     expenses)  it  shall  be a  defense  that,  and  (ii)  in any  suit  by the
     Corporation to recover an

                                       3
advancement  of  expenses  pursuant  to the  terms  of an  undertaking  the
     Corporation  shall  be  entitled  to  recover  such  expenses  upon a final
     adjudication  that, the indemnitee has not met any applicable  standard for
     indemnification  set forth in the Delaware General Corporation Law. Neither
     the  failure  of  the  Corporation   (including  its  Board  of  Directors,
     independent   legal  counsel,   or  its   stockholders)   to  have  made  a
     determination  prior to the commencement of such suit that  indemnification
     of the indemnitee is proper in the circumstances because the indemnitee has
     met the  applicable  standard of conduct set forth in the Delaware  General
     Corporation Law, nor an actual determination by the Corporation  (including
     its Board of Directors,  independent  legal counsel,  or its  stockholders)
     that the indenmitee has not met such applicable standard of conduct,  shall
     create  a  presumption  that  the  indemnitee  has not  met the  applicable
     standard  of  conduct  or,  in the  case  of  such a  suit  brought  by the
     indemnitee,  be a  defense  to  such  suit.  In  any  suit  brought  by the
     indemnitee to enforce a right to  indemnification  or to an  advancement of
     expenses  hereunder,  or by the  Corporation  to recover an  advancement of
     expenses  pursuant  to the terms of an  undertaking,  the burden of proving
     that  the  indemnitee  is  not  entitled  to be  indemnified,  or  to  such
     advancement of expenses,  under this Article TENTH or otherwise shall be on
     the Corporation.

          D. The rights to  indemnification  and to the  advancement of expenses
     conferred in this  Article  TENTH shall not be exclusive of any other right
     which any person  may have or  hereafter  acquire  under any  statute,  the
     Corporation's  Certificate of  Incorporation,  Bylaws,  agreement,  vote of
     stockholders or Disinterested Directors or otherwise.

          E. The Corporation may maintain insurance,  at its expense, to protect
     itself and any Director,  Officer,  employee or agent of the Corporation or
     subsidiary or Affiliate or another corporation, partnership, joint venture,
     trust or other enterprise  against any expense,  liability or loss, whether
     or not the  Corporation  would  have the  power to  indemnify  such  person
     against  such  expense,  liability  or  loss  under  the  Delaware  General
     Corporation Law.

          F. The Corporation may, to the extent  authorized from time to time by
     the  Board  of  Directors,  grant  rights  to  indemnification  and  to the
     advancement of expenses to any employee or agent of the  Corporation to the
     fullest  extent of the provisions of this Article TENTH with respect to the
     indemnification  and  advancement  of expenses of Directors and Officers of
     the Corporation.

     ELEVENTH:
     --------

     A  Director  of this  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii) under Section 174 of the Delaware  General  Corporation
Law; or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
Director of the Corporation existing at the time of such repeal or modification.

                                       4
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  LIST OF EXHIBITS.

         The  following  exhibits are filed  with or  incorporated  by reference
into this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):

         4       Massachusetts Fincorp, Inc. 1999 Stock-Based Incentive Plan

         5       Opinion of Stradley Ronon Stevens & Young, LLP as to the
                 legality of the Common Stock to be issued

         23.0    Consent of Stradley Ronon Stevens & Young, LLP (contained in
                 the opinion included in Exhibit 5)

         23.1    Consent of Grant Thornton LLP

         24      Power of Attorney is located on the signature pages

                                       5
ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective amendment to this Registration Statement:

     (i)  To  include  any  Prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

     (ii) To reflect in the  Prospectus  any facts or events  arising  after the
          effective  date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; and

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement

     unless the  information  required by (i) and (ii) is  contained in periodic
     reports  filed by the  Registrant  pursuant  to  Section 13 or 15(d) of the
     Exchange  Act that are  incorporated  by reference  into this  Registration
     Statement.

(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933,  each such  post-effective  amendment  shall be deemed to be a new
     Registration  Statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the Offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
directors, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       6
SIGNATURES

     Pursuant to the requirements of the Securities Act,  Massachusetts Fincorp,
Inc.  certifies that it has  reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boston,  Commonwealth of  Massachusetts,  on May 31,
2001.

                                  MASSACHUSETTS FINCORP, INC.

                                  By:  /s/ Paul C. Green
                                       -----------------------------------------
                                           Paul C. Green
                                           President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     KNOW ALL MEN BY THESE  PRESENT,  that each person whose  signature  appears
below (other than Mr. Green) constitutes and appoints Mr. Green, as the true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for him (or her) and in his (or her) name,  place and stead, in
any  and  all  capacities  to  sign  any  or all  amendments  to  the  Form  S-8
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other documents in connection  therewith,  with the U.S. Securities and Exchange
Commission,  respectively,  granting unto said  attorney-in-fact  and agent full
power and  authority to do and perform  each and every act and things  requisite
and  necessary  to be done as fully to all intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.
Name                                     Title                                            Date
----                                     -----                                            ----
/s/ Paul C. Green                        President, Director & Acting Treasurer         May 31, 2001
------------------------------------       (principal executive, accounting
Paul C. Green                              and financial officer)

/s/ Scott E. Buck                        Director                                       May 31, 2001
------------------------------------
Scott E. Buck

/s/ John E. Hurley, Jr.                  Director                                       May 31, 2001
------------------------------------
John E. Hurley, Jr.

/s/ Mark W. Jaindl                       Director                                       May 31, 2001
------------------------------------
Mark W. Jaindl

/s/ Robert E. McGovern                   Director                                       May 31, 2001
------------------------------------
Robert E. McGovern

                                       7
/s/ John P. O'Hearn, Jr.                 Director                                       May 31, 2001
------------------------------------
John P. O'Hearn, Jr.

/s/ Robert H. Quinn                      Director                                       May 31, 2001
------------------------------------
Robert H. Quinn

/s/ William E. Schantz II                Director                                       May 31, 2001
------------------------------------
William E. Schantz II

/s/ John J. Sousa, Jr.                   Director                                       May 31, 2001
------------------------------------
John J. Sousa, Jr.

/s/ Joseph W. Sullivan                   Director                                       May 31, 2001
------------------------------------
Joseph W. Sullivan

/s/ Diane Valle                          Director                                       May 31, 2001
------------------------------------
Diane Valle
8