SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~October 2912, ~~2005~~2006

Boston Communications Group, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts	0-28432	04-3026859
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

55 Middlesex Turnpike

Bedford, MA

01730

(Address of principal executive offices)

(Zip Code)

Registrant’'s telephone number, including area code: (781) 904-5000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box ~~below~~ if the Form 8-K ~~filing~~ is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

¨ Pre-commencement communications pursuant to Rule ~~14d~~14a-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~and ~~Definitive~~Officers; ~~Agreement.~~Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On December 3119, ~~2005~~2006, the Compensation Committee of the Board of Directors of Boston Communications Group, Inc. (~~“bcgi” or “~~the “Company”) ~~accelerated~~approved the ~~vesting~~2007 ofBCGI ~~certain~~Executive ~~unvested~~Incentive ~~stock~~Compensation ~~options.~~Plan ~~These~~(the ~~stock~~“Plan”) ~~options~~for ~~were awarded to employees and officers under~~ the Company’s ~~2004~~principal ~~Stock~~executive ~~Incentive~~officer, ~~Option~~principal ~~Plan~~financial officer and ~~had~~named ~~exercise~~executive ~~prices~~officers. ~~that~~With ~~were greater than~~the ~~$6.57~~guidance ~~per share. Options to purchase 272,960 shares~~ of ~~bcgi Common Stock became exercisable immediately as~~ a ~~result~~compensation ofconsultant, the ~~vesting~~Plan ~~acceleration.~~was ~~The~~derived ~~aggregate~~from ~~number~~third-party ofcompensation ~~options~~survey todata ~~purchase~~for ~~shares~~comparable ofcompanies ~~bcgi~~and ~~Common~~executive ~~Stock~~positions ~~held~~and byis ~~executive officers~~based ~~that~~upon ~~will~~performance betargets ~~accelerated~~and ~~pursuant~~payments tied to ~~this~~a ~~acceleration~~percentage isof ~~144,830~~base pay. The ~~exercise~~Plan ~~prices~~is similar ~~and number of shares subject~~ to the ~~accelerated~~Company’s ~~options~~2006 ~~were~~BCGI ~~unchanged.~~Executive ~~The~~Incentive ~~closing~~Compensation ~~sales~~Plan ~~price~~and ofcurrently ~~bcgi~~consists ~~stock~~only onof ~~the~~cash ~~Nasdaq National Market on December 30~~bonuses, ~~2005~~including ~~was~~the ~~$1.13~~following ~~per~~key ~~share.~~elements:

~~Under~~Bonus ~~the~~Incentive ~~recently~~Compensation: issued Financial Accounting Standard Board Statement No. 123R, “Share-Based Payment” bcgi will be required to apply the expense recognition provisions under FAS 123R beginning January 1, 2006. The Company believes that accelerating the vesting on stock options that have exercise prices in excess of current market prices will reduce the Company’s compensation expense in future periods and not result in a charge in the current period. The Company believes this is a prudent decision and in the best interest of the Company and its shareholders.

•

The Plan provides for target bonus amounts for each executive officer, using a percentage of his or her base pay derived from third-party compensation survey data for comparable companies and executive positions.

•

The total bonus is comprised of two major components:


• Executive’s personal qualitative performance appraisal		20% of target
• Company’s quantitative financial performance		80% of target

•

The qualitative personal performance appraisal is paid annually based upon the executive officer’s accomplishment of qualitative goals that are established by the executive officer’s manager or by the Compensation Committee in the case of the Chairman and CEO.

•

The plan provides for a graduated scale of payment for the portion of the bonus that is based on the Company’s quantitative financial performance, so that an executive officer may earn no quantitative bonus, a fraction of his or her target, or up to 200% of the quantitative part of the target, depending upon the financial performance of the Company.

•

Quantitative financial performance bonuses are based upon a combination of free cash flow and new business revenue achievement against targets, for the Company as a whole. Results are generally weighted more heavily on free cash flow than revenue. Non-cash adjustments and certain extraordinary items, as approved by the Compensation Committee, are excluded from earnings for purposes of making these bonus determinations.

The applicable bonus payable will be approved by the Compensation Committee and paid following the end of the Company’s fiscal year.

In addition to the Plan, on October 12, 2006, the Compensation Committee approved new base salaries for Paul Tobin, who became the Company’s principal executive officer, and E.Y. Snowden, a named executive officer. The following table sets forth such salaries and bonus information, assuming achievement of 100% of the target based on the foregoing criteria, for such officers:


Name of Executive Officer	New Base Salary		2007 Cash Bonus (Assuming Achievement of 100% of Target)
Paul Tobin	$	300,000	$	210,000
E. Y. Snowden	$	250,000	$	190,000

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 4, 2006


Date: January 17, 2007	BOSTON COMMUNICATIONS GROUP, INC.

	By:	/s/ Thomas Doherty
		Thomas Doherty
		Acting Chief Financial Officer

BOSTON COMMUNICATIONS GROUP, INC.

By: /s/ Karen A. Walker

Karen A. Walker

Chief Financial Officer

Filing Compare · BOSTON COMMUNICATIONS GROUP INC