EXHIBIT 8

                                                          February 13, 1998

MNB Bancorp
300 East Main Street
Milford, MA  01757

Gentlemen:

      We have acted as special tax counsel to MNB Bancorp ("Holding 
Company") in connection with a Registration Statement on Form S-4 currently 
being filed with the Securities and Exchange Commission by Holding Company 
relating to the proposed merger ("Merger") of The Milford National Bank and 
Trust Company with and under the charter of Milford Bank, National 
Association, a wholly-owned subsidiary of Holding Company.

      We refer to the combined Proxy Statement and Prospectus included in 
the Registration Statement and the caption "Reorganization Plan-Merger-
Federal Tax Consequences" therein.  The description of certain federal 
income tax consequences of the Merger as set forth under such caption states 
our opinion as to certain federal income tax consequences of the Merger and 
other federal income tax matters, as described in such caption and subject 
to the conditions and qualifications therein set forth.

      We hereby consent to the use of our name, to the references to our 
firm, to the filing with you of this letter, and to the use of our tax 
opinion stated under the caption referred to above.

      In giving such consent, we do not thereby admit that we come within 
the category of persons whose consent is required under Section 7 of the 
Securities Act of 1933, as amended, or the rules and regulations of the 
Securities and Exchange Commission thereunder.

                                    Very truly yours,


                                    CRAIG AND MACAULEY
                                    PROFESSIONAL CORPORATION


                                    By:  /s/  David F. Hannon
                                              David F. Hannon, Treasurer


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