UNITED STATES
                       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 15, 2005

                             BROOKLINE BANCORP, INC.
                             -----------------------
               (Exact Name of Registrant as Specified in Charter)

          Delaware                        0-23695                04-3402944
-----------------------------      ---------------------     -------------------
(State or Other Jurisdiction)      (Commission File No.)      (I.R.S. Employer
      of Incorporation)                                      Identification No.)


160 Washington Street, Brookline, Massachusetts                        02147
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(Address of Principal Executive Offices)                            (Zip Code)

Registrant's telephone number, including area code:  (617) 730-3500
                                                     --------------


                                 Not Applicable
                                 --------------
          (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-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 1.01       Entry into a Definitive Material Agreement.
                -------------------------------------------

     On  December  15,  2005 the  Board of  Directors  of  Brookline  Bank,  the
Company's  wholly  owned  subsidiary,   approved   amendments  to  the  existing
employment  agreements  with Richard P.  Chapman,  Chairman and Chief  Executive
Officer,  and with Charles H. Peck,  President of the Bank. The agreements  were
amended in response to newly enacted  Section 409A of the Internal  Revenue Code
of 1986.  Under the  amended  agreements,  the  executives  shall be entitled to
severance  payments  under the  agreements  upon the  occurrence  of a change in
control of the  Company,  as defined in the  agreement.  The amended  employment
agreements  will be filed as exhibits to the annual  report on Form 10-K for the
year ending December 31, 2005.

Item 9.01       Financial Statements and Exhibits
                ---------------------------------

(a)  Financial Statements of businesses acquired. Not Applicable.

(b)  Pro forma financial information. Not Applicable.

(c)  Exhibits.

     None.









                                   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.

                                                BROOKLINE BANCORP, INC.



DATE: December 19, 2005                     By: /s/ Charles H. Peck
                                                ------------------------
                                                Charles H. Peck
                                                Executive Vice President