~~Table~~ UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

~~UNITED STATES~~ ~~SECURITIES~~ FORM ~~AND EXCHANGE COMMISSION~~8-K

~~WASHINGTON,~~ CURRENT ~~DC 20549~~REPORT

~~FORM~~ Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the Securities~~Earliest ~~Exchange~~Event ~~Act~~Reported): ofJanuary ~~1934~~ 28, 2009

~~Date~~ Benjamin ofFranklin ~~report~~Bancorp, Inc. __________________________________________ (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~January 27,~~in ~~2009~~its charter)

BENJAMIN FRANKLIN BANCORP, INC.


Massachusetts	000-51194	04-3336598
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

58 Main St, Franklin , Massachusetts		02038
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

~~(Exact~~Registrant’s ~~Name~~telephone ofnumber, ~~Registrant~~including asarea ~~Specified~~code: ~~in Charter)~~508-528-7000

Massachusetts		000-51194		04-3336598
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Not Applicable
______________________________________________
Former name or former address, if changed since last report

58 Main Street, Franklin, Massachusetts		02038
(Address of Principal Executive Offices)		(Zip Code)

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:

~~Registrant’s~~ [ ] Written ~~telephone~~communications ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code~~425 under the Securities Act (~~508~~17 CFR 230.425) ~~528~~ [ ] Soliciting material pursuant to Rule 14a-~~7000~~12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-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))

~~(Former~~ Top ~~Name~~of orthe ~~Former Address, if Changed Since Last Report)~~Form

~~Check~~ Item ~~the~~5.02 ~~appropriate~~Departure ~~box~~of ~~below~~Directors ifor ~~the~~Certain ~~Form~~Officers; ~~8-K~~Election ~~filing~~of isDirectors; ~~intended~~Appointment ~~to simultaneously satisfy the filing obligation~~ of ~~the~~Certain ~~registrant~~Officers; ~~under~~Compensatory ~~any~~Arrangements of ~~the~~Certain ~~following provisions (see General Instruction A~~Officers.~~2. below):~~

o (b) On ~~Written~~January ~~communications~~28, ~~pursuant~~2009, toRichard ~~Rule 425~~E. ~~under~~Bolton, Jr., a director of Benjamin Franklin Bancorp, Inc. (the ~~Securities~~"Company") ~~Act~~and Benjamin Franklin Bank (17the ~~CFR~~"Bank"), ~~230.425~~became Chairman, President, and Chief Executive Officer of the Lowell Cooperative Bank ("LCB"), a Massachusetts cooperative bank. Mr. Bolton assumed these positions with LCB as part of the supervisory conversion of LCB and its recapitalization by a group of investors led by Mr. Bolton. Under the by-laws of the Company and the Bank and the charter of the Company, Mr. Bolton’s new position as a director and officer of another bank resulted in his disqualification from continued service as a director of the Company and the Bank. Consequently, effective January 28, 2009, Mr. Bolton is no longer a director of either the Company or the Bank.

o Top ~~Soliciting~~of ~~material pursuant to Rule 14a-12 under~~ the ~~Exchange Act (17 CFR 240.14a-12)~~Form

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

o Pursuant ~~Pre-commencement communications pursuant~~ to ~~Rule 13e-4(c)~~the ~~under~~requirements of the Securities Exchange Act ~~(17~~of ~~CFR~~1934, the ~~240~~ registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~13e-4(c))~~

TABLE OF CONTENTS


	Benjamin Franklin Bancorp, Inc.

February 3, 2009	By:	/s/ Claire S. Bean

		Name: Claire S. Bean
		Title: E.V.P. and C.F.O.

Item 2.02. Results of Operations and Financial Condition Item 8.01. Other Events Item 9.01. Financial Statements and Exhibits SIGNATURES Ex-99.1 Press release dated January 27, 2009

Item 2.02. Results of Operations and Financial Condition.

On January 27, 2009, Benjamin Franklin Bancorp, Inc. (the “Company”) issued a press release reporting its financial results for its fiscal quarter ended December 31, 2008. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01. Other Events

On January 27, 2009 Benjamin Franklin Bancorp, Inc. declared a quarterly dividend of $.08 per share of common stock. The dividend will be paid on February 24, 2009 to shareholders of record as of the close of business February 10, 2009.

Item 9.01. Financial Statements and Exhibits.

99.1 Press release dated January 27, 2009

SIGNATURES

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

	BENJAMIN FRANKLIN BANCORP, INC.
Date: January 29, 2009	By:	/s/ Claire S. Bean
		Claire S. Bean
		Chief Financial Officer and Treasurer (Principal Financial Officer)

Table of Contents

Table of Contents

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