EXHIBIT 99.C

                 The Milford National Bank and Trust Company
                    PROXY FOR ANNUAL SHAREHOLDERS MEETING
                                April 8, 1998
     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
                   MILFORD NATIONAL BANK AND TRUST COMPANY

I, undersigned holder of common stock of The Milford National Bank and Trust 
Company, hereby appoint Dwight L. Watson, Jr. and Joan R. Redden, or either 
of them, with the power of substitution, proxies of the undersigned to vote 
the shares of the undersigned at the Annual Meeting of Shareholders of The 
Milford National Bank and Trust Company, to be held on April 8, 1998, at 300 
East Main Street, Milford, Massachusetts, and at any adjournment thereof, 
with all the powers the undersigned would possess if personally present.  
Said proxies are specifically authorized to vote as indicated below.

      THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" EACH PROPOSITION LISTED 
BELOW UNLESS AUTHORITY IS WITHHELD OR OTHERWISE INDICATED.  ALL PROXIES 
EXECUTED  CORRECTLY WILL BE VOTED AS DIRECTED.  IF ANY OTHER BUSINESS IS 
PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE 
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.

(1)  Fixing the Number of Directors.  To fix the number of Directors to be 
     elected at twelve (12).

                 FOR [ ]      AGAINST [ ]      ABSTAIN  [ ]

(2)  Election of Nominees.  To elect the twelve individuals listed as 
     nominees in the Proxy Statement and Prospectus accompanying this Proxy, 
     who will constitute the full Board of Directors.

                 FOR [ ]      AGAINST [ ]      ABSTAIN  [ ]

(3)  Ratification of Agreement to Merge.  To ratify and confirm the 
     Agreement to Merge dated February 11, 1998, providing for the merger of 
     the Bank with and under the charter of Milford Bank, National 
     Association, a wholly-owned subsidiary of MNB Bancorp, a Massachusetts 
     corporation.

                 FOR [ ]      AGAINST [ ]      ABSTAIN  [ ]

(4)  Other Matters.  In their discretion upon the transaction of such other 
     business as may properly come before the meeting and any adjournments 
     thereof. 

                 FOR [ ]      AGAINST [ ]      ABSTAIN  [ ]

                                      Dated ________________________, 1998

                                      Shares Owned _______________________

                                      ____________________________________
                                      (Signature of Shareholder)

                                      ____________________________________
                                      (Signature if Jointly Held)
                                      When signing as attorney, executor, 
                                      administrator, trustee or guardian, 
                                      please give full title.  If more than 
                                      one trustee, all should sign. All 
                                      joint owners must sign.


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