EXHIBIT 99.A

To Our Shareholders:

      A Notice and a Proxy Statement and Prospectus for the Annual Meeting 
of the Shareholders of the Bank to be held at 10:00 A.M., local time, on 
April 8, 1998 are set forth on the following pages.

      The purpose of this meeting, in addition to our regular business, is 
to vote upon the plan for the establishment of a one-bank holding company.  
Under the plan, The Milford National Bank and Trust Company (the "Bank") 
will become a wholly-owned subsidiary of a new corporation, MNB Bancorp (the 
"Holding Company"), which has been formed under the laws of the Commonwealth 
of Massachusetts.  Upon consummation of the plan, each share of Common Stock 
of the Bank, par value $1.00, will be converted into one share of Common 
Stock of the Holding Company, par value $1.00, so that each shareholder of 
the Bank will have the same percentage ownership interest in the Holding 
Company as previously held in the Bank.  The Holding Company will have the 
same Directors and executive management as the Bank.  Full information about 
the plan is contained in the accompanying Proxy Statement and Prospectus.

      Your Board of Directors recommends your approval of this plan, which 
in their opinion will provide additional flexibility in organization and 
operations and thus enhance the Bank's ability to provide a broad range of 
financial services to the benefit of both our customers and our 
shareholders.  Any expansion of the Bank's current operations through the 
medium of the Holding Company must comply with the provisions of the Bank 
Holding Company Act of 1956, as amended, which is administered by the Board 
of Governors of the Federal Reserve System.  Generally, a bank holding 
company may engage only in activities which are closely related to banking.

      Approval of this Holding Company plan requires a favorable vote of 
holders of two-thirds of the outstanding Common Stock of the Bank.  In 
addition, consummation of the plan requires approval of bank regulatory 
agencies and other governmental agencies.

      Please sign and date the enclosed proxy and return it in the enclosed 
envelope as promptly as possible.  It is hoped you will be able to attend 
the meeting, and, if you do, you may vote your stock in person if you wish, 
even though you have previously sent your proxy.

                                          Sincerely yours,


                                          Robert J. Lewis
                                          President


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