8-K

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): April 17, 2008

______________________________

BROOKLINE BANCORP, INC.
(Exact name of registrant as specified in its charter)

Delaware	0-23695	04-3402944
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

160 Washington Street, Brookline, Massachusetts	02447-0469
(Address of principal executive offices)	(Zip Code)

(617) 730-3500

(Registrant’s telephone number, including area code)

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 2.02.    Results of Operations and Financial Condition, Declaration of Dividends

On April 17, 2008, Brookline Bancorp, Inc. (the “Company”) announced its earnings for the 2008 first quarter and approval by its Board of Directors of a regular quarterly dividend of $0.085 per share payable May 15, 2008 to stockholders of record on April 30, 2008.

See exhibit no. 99.1 attached hereto for the press release relating to this matter and exhibit no. 99.2 for the slides presented at the annual stockholders meeting of Brookline Bancorp, Inc. which occurred on April 17, 2008.

SIGNATURE

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:	April 18, 2008		By:	/s/ Paul R. Bechet
				Paul R. Bechet
				Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

The following exhibits are furnished as part of this report:

Exhibit No.	Description
99.1	Press release of Brookline Bancorp, Inc. dated April 17, 2008
99.2	Slides presented at the annual stockholders meeting of Brookline Bancorp, Inc. on April 17, 2008

EX-99.1

Exhibit 99.1

Brookline Bancorp Announces 2008 First Quarter Earnings and Dividend Declaration

BROOKLINE, Mass.--(BUSINESS WIRE)--Brookline Bancorp, Inc. (the “Company”) (NASDAQ:BRKL) announced today its earnings for the 2008 first quarter and approval by its Board of Directors of a regular quarterly dividend of $0.085 per share payable May 15, 2008 to stockholders of record on April 30, 2008.

The Company earned $2,694,000, or $0.05 per share on a basic and diluted basis, for the quarter ended March 31, 2008 compared to $4,941,000, or $0.08 per share on a basic and diluted basis, for the quarter ended March 31, 2007. (Net income for the 2007 fourth quarter was $3,700,000, or $0.06 per share on a basic and diluted basis.) The decline in 2008 first quarter earnings was partly attributable to an $1,249,000 ($801,000 on an after-tax basis, or $0.01 per share) write-down in the carrying value of preferred stock issued by Merrill Lynch & Co., Inc. and the Federal National Mortgage Association (“FNMA”) acquired at a total cost of $3,928,000. The write-down was taken in recognition of the decline in the market value of the preferred stocks and other public information about their issuers.

Interest rate spread, which was 2.11% in the 2007 first quarter and 2.12% in the 2007 fourth quarter, declined to 2.02% in the 2008 first quarter due primarily to matters discussed in the following paragraph. Net interest margin declined from 3.20% to 3.12% and 2.96% in those respective periods due primarily to a $62.3 million reduction in the average balance of stockholders’ equity in the 2008 first quarter compared to the 2007 first quarter. The reduction resulted from repurchases of the Company’s common stock and the payments of extra dividends of $0.20 per share in August 2007 and February 2008. Foregone interest income in the 2008 first quarter as a result of the reduction in stockholders’ equity was approximately $963,000 ($560,000 on an after-tax basis, or $0.01 per share).

Interest rate spread and net interest income are greatly influenced by the rate setting actions of the Federal Reserve and rates offered for loans and deposits by competitors. The overnight rate on federal fund borrowings between banks declined from 4.25% at December 31, 2007 to 3.50% at January 22, 2008, 3.00% at January 30, 2008 and 2.25% at March 18, 2008. These rapid rate reductions had an immediate negative effect on the yield of the Company’s assets adjustable to market rates and those assets that either matured or were refinanced. The impact on rates paid for certificates of deposits and borrowed funds, however, was less rapid as many of those liabilities mature later on. Significant improvement in the cost of funds is expected over the remainder of 2008 as $370 million of retail certificates of deposit, brokered certificates of deposit and FHLB advances with a weighted average rate of 4.69% mature in the 2008 second quarter and another $414 million of similar liabilities with a weighted average rate of 4.59% mature in the 2008 third quarter. In the month of March 2008, $105 million of certificates of deposits and FHLB advances were added or rolled over at an average rate of 3.09%. Reduced funding costs should result in higher interest rate spread and net interest margin over the remainder of 2008.

The provision for credit losses was $2,114,000 in the 2008 first quarter compared to $1,249,000 in the 2007 first quarter and $3,022,000 in the 2007 fourth quarter. The provision is comprised of amounts relating to the indirect automobile (“auto”) portfolio, equipment finance and small business loans originated by a subsidiary (“Eastern”), and the remainder of the Company’s loan portfolio and unfunded commitments.

The auto portfolio declined by $12 million in the 2007 fourth quarter and $3 million in the 2008 first quarter to $591 million at March 31, 2008. Due to rising delinquencies and charge-offs and in light of deteriorating economic conditions, the Company tightened its underwriting criteria in the second half of 2007. Such changes, coupled with weaker sales in the auto industry, caused the shrinkage in the auto portfolio. The Company expects further shrinkage in its auto portfolio during the next few quarters in a range similar to that experienced in the last two quarters. The extent and duration of shrinkage will depend on how the economy performs. At March 31, 2008, the weighted average credit score of all borrowers in the portfolio was 730 and the total amount owed by borrowers with credit scores below 660 equaled 11.0% of the portfolio. Loans to borrowers with credit scores below 660 equaled 7.2% of loans originated in the 2007 fourth quarter and 7.9% in the 2008 first quarter.

Auto loan net charge-offs, which were $3,989,000 (0.68% of average loan balances outstanding) in the year 2007, were $1,462,000 (0.97%) in the 2007 fourth quarter. At December 31, 2007, loans delinquent 30 days or more were $11.7 million (1.97% of total loans outstanding) and repossessed vehicles amounted to $1,621,000. While charge-offs, delinquencies and repossessions rose in the second half of 2007, experience improved in each of these areas in the 2008 first quarter. Net charge-offs declined to $1,371,000 (0.93%), loans delinquent 30 days or more declined to $9.0 million at March 31, 2008 (1.53%), and repossessed vehicles declined to $1,175,000 at March 31, 2008. The provision for auto loan losses in the 2008 first quarter and the year 2007 exceeded net charge-offs by $175,000 and $1,485,000, respectively. As a result, the allowance for loan losses related to the auto portfolio increased from $4,176,000 at the end of 2006 (0.77% of loans outstanding) to $5,662,000 at the end of 2007 (0.95%) and $5,837,000 at March 31, 2008 (0.99%).

The provision for Eastern loan losses was $268,000 in the 2008 first quarter compared to $409,000 in the 2007 fourth quarter and $381,000 in the 2007 first quarter. Net charge-offs in those periods were $220,000, $359,000 and $391,000, respectively. The annualized rate of net charge-offs in the 2008 first quarter, based on the average balance of loans outstanding, was 0.62% compared to a rate of 0.82% for the year 2007. Eastern loans delinquent 30 days or more improved from $2,699,000 at December 31, 2007 (1.91% of loans outstanding) to $2,520,000 at March 31, 2008 (1.74%). The allowance for Eastern loan losses at March 31, 2008 was $2,475,000, or 1.71% of Eastern’s $145 million portfolio.

The remainder of the Company’s loan portfolio at March 31, 2008 was comprised primarily of residential, multi-family and commercial real estate mortgage loans ($1.13 billion) and commercial loans ($164 million) less unadvanced funds on those loans of $114 million. Construction loans were insignificant at $26 million. These parts of the portfolio, which grew by $27 million in the year 2007, grew $41 million in the 2008 first quarter. Lending opportunities improved due in part to turmoil experienced by larger participants in the mortgage market.

The provision for credit losses related to the portfolio addressed in the preceding paragraph and to unfunded commitments was $300,000 in the 2008 first quarter compared to $25,000 in the 2007 first quarter. The provisions were based on loan growth as no mortgage loans or commercial loans were charged-off in those periods. (A $40,000 charge to earnings occurred in the 2008 first quarter as a result of a write-down in the carrying value of the only foreclosed property in the Company’s portfolio.) Mortgage loans and commercial loans delinquent 30 days or more increased from $1.1 million at December 31, 2007 to $3.9 million at March 31, 2008 due primarily to the inclusion of two commercial real estate loans to one borrower totaling $2.4 million that are believed to be adequately secured.

Non-interest income in the 2008 first quarter (excluding the loss on the write-down of securities) was $91,000 less than in the 2007 first quarter due to no mortgage loan prepayment fees in the 2008 quarter compared to $127,000 in the 2007 quarter.

Excluding amortization of intangible assets, non-interest expenses in the 2008 first quarter were $9,865,000, or 5.8% higher than expenses in the 2007 first quarter. Equipment and data processing costs increased $220,000 (14.9%) due in part to installation of a new branch automation system and additional communication lines for a new branch. Costs for loan collection and auto repossessions increased $96,000 between the two first quarter periods.

During the 2008 first quarter, the Company repurchased 40,100 shares of its common stock at an average cost of $9.29, including transaction costs. In the 2007 fourth quarter, 1,410,772 shares were repurchased at an average cost of $9.87 per share, including transaction costs. As of March 31, 2008, management of the Company was authorized by the Board of Directors to purchase up to an additional 4,804,410 shares of the Company’s common stock.

The above text contains statements about future events that constitute forward-looking statements. Projections about future events are subject to risks and uncertainties that could cause actual results to differ materially. Factors that could cause such differences include, but are not limited to, general economic conditions, changes in interest rates, regulatory considerations and competition.

BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands except share data)
	March 31,			December 31,			March 31,
	2008			2007			2007
ASSETS
Cash and due from banks	$	16,976		$	17,699		$	16,314
Short-term investments		78,925			135,925			140,320
Securities available for sale		340,273			284,051			298,776
Securities held to maturity (market value of $191, $199 and $234, respectively)		180			189			224
Restricted equity securities		28,365			28,143			26,563
Loans		1,931,323			1,890,896			1,807,053
Allowance for loan losses		(24,941	)		(24,445	)		(23,097	)
Net loans		1,906,382			1,866,451			1,783,956
Accrued interest receivable		9,218			9,623			9,584
Bank premises and equipment, net		9,154			9,045			9,192
Deferred tax asset		10,133			10,849			10,362
Prepaid income taxes		552			2,105			1,314
Goodwill		43,241			42,545			42,545
Identified intangible assets, net of accumulated amortization of $7,056, $6,618 and $5,108, respectively		5,896			6,334			7,844
Other assets		5,045			5,551			4,500
Total assets	$	2,454,340		$	2,418,510		$	2,351,494
LIABILITIES AND STOCKHOLDERS’ EQUITY
Retail deposits	$	1,311,245		$	1,250,337		$	1,235,274
Brokered deposits		67,904			67,904			77,990
Borrowed funds		540,134			548,015			430,591
Subordinated debt		-			7,008			12,060
Mortgagors’ escrow accounts		5,437			5,051			5,427
Accrued expenses and other liabilities		20,237			20,116			21,139
Total liabilities		1,944,957			1,898,431			1,782,481
Minority interest in subsidiary		1,417			1,371			1,419
Stockholders’ equity:
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued		-			-			-
Common stock, $0.01 par value; 200,000,000 shares authorized; 63,584,403 shares, 63,323,703 shares and 63,054,715 shares issued, respectively		636			633			631
Additional paid-in capital		515,826			513,949			509,428
Retained earnings, partially restricted		54,701			68,875			83,388
Accumulated other comprehensive income (loss)		1,974			121			(200	)
Treasury stock, at cost - 5,373,733 shares, 5,333,633 shares and 1,740,611 shares, respectively		(62,107	)		(61,735	)		(22,297	)
Unallocated common stock held by ESOP – 561,921 shares, 574,974 shares and 615,554 shares, respectively		(3,064	)		(3,135	)		(3,356	)
Total stockholders’ equity		507,966			518,708			567,594
Total liabilities and stockholders’ equity	$	2,454,340		$	2,418,510		$	2,351,494

BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands except share data)
	Three months ended March 31,
	2008			2007
Interest income:
Loans	$	30,990		$	29,594
Debt securities		3,416			3,780
Short-term investments		1,007			1,684
Restricted equity securities		407			481
Marketable equity securities		67			28
Total interest income		35,887			35,567
Interest expense:
Retail deposits		11,512			10,718
Brokered deposits		911			1,027
Borrowed funds		6,203			5,456
Subordinated debt		65			233
Total interest expense		18,691			17,434
Net interest income		17,196			18,133
Provision for loan losses		2,114			1,249
Net interest income after provision for loan losses		15,082			16,884
Non-interest income (loss):
Fees and charges		943			1,019
Loss on write-down of securities		(1,249	)		-
Other income		15			30
Total non-interest income (loss)		(291	)		1,049
Non-interest expense:
Compensation and employee benefits		5,348			5,239
Occupancy		934			855
Equipment and data processing		1,698			1,478
Professional services		486			479
Advertising and marketing		135			141
Amortization of identified intangible assets		438			503
Other		1,264			1,135
Total non-interest expense		10,303			9,830
Income before income taxes and minority interest		4,488			8,103
Provision for income taxes		1,748			3,118
Net income before minority interest		2,740			4,985
Minority interest in earnings of subsidiary		46			44
Net income	$	2,694		$	4,941
Earnings per common share:
Basic	$	0.05		$	0.08
Diluted		0.05			0.08
Weighted average common shares outstanding during the period:
Basic	57,488,499			60,534,234
Diluted	57,763,871			61,182,972

BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Average Yields / Costs
	Three months ended March 31,
	2008							2007
	Average balance			Interest (1)		Average yield/ cost		Average balance			Interest (1)		Average yield/ cost
	(Dollars in thousands)
Assets
Interest-earning assets:
Short-term investments	$	111,233		$	1,007	3.64	%	$	130,479		$	1,684	5.23	%
Debt securities (2)		287,839			3,502	4.87			314,769			3,865	4.91
Equity securities (2)		32,236			500	6.23			29,027			519	7.25
Mortgage loans (3)		1,046,967			16,131	6.16			1,037,923			16,734	6.45
Commercial loans - Eastern Funding (3)		142,289			3,506	9.86			128,100			3,483	11.03
Other commercial loans (3)		105,500			1,601	6.07			68,949			1,224	7.10
Indirect automobile loans (3)		605,396			9,682	6.43			562,721			8,088	5.83
Other consumer loans (3)		3,669			70	7.63			3,227			65	8.06
Total interest-earning assets		2,335,129			35,999	6.18	%		2,275,195			35,662	6.30	%
Allowance for loan losses		(24,294	)						(22,975	)
Non-interest earning assets		99,547							99,354
Total assets	$	2,410,382						$	2,351,574
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Deposits:
NOW accounts	$	81,353			46	0.23	%	$	87,186			71	0.33	%
Savings accounts		87,244			328	1.51			97,904			397	1.64
Money market savings accounts		220,661			1,553	2.83			210,090			1,403	2.71
Retail certificates of deposit		815,509			9,585	4.73			748,210			8,847	4.80
Total retail deposits		1,204,767			11,512	3.84			1,143,390			10,718	3.80
Brokered certificates of deposit		67,904			911	5.40			77,465			1,027	5.38
Total deposits		1,272,671			12,423	3.93			1,220,855			11,745	3.90
Borrowed funds		531,967			6,203	4.61			454,703			5,456	4.80
Subordinated debt		3,465			65	7.42			12,081			233	7.71
Total interest bearing liabilities		1,808,103			18,691	4.16	%		1,687,639			17,434	4.19	%
Non-interest-bearing demand checking accounts		62,532							62,344
Other liabilities		26,135							25,682
Total liabilities		1,896,770							1,775,665
Stockholders’ equity		513,612							575,909
Total liabilities and stockholders’ equity	$	2,410,382						$	2,351,574
Net interest income (tax equivalent basis)/interest rate spread (4)					17,308	2.02	%					18,228	2.11	%
Less adjustment of tax exempt income					112							95
Net interest income				$	17,196						$	18,133
Net interest margin (5)						2.96	%						3.20	%

⁽¹⁾ Tax exempt income on equity securities and municipal bonds is included on a tax equivalent basis.

⁽²⁾ Average balances include unrealized gains (losses) on securities available for sale. Equity securities include marketable equity securities (preferred and common stocks) and restricted equity securities.

⁽³⁾ Loans on non-accrual status are included in average balances.

⁽⁴⁾ Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.

⁽⁵⁾ Net interest margin represents net interest income (tax equivalent basis) divided by average interest-earning assets.

BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Selected Financial Ratios and Other Data
	Three months ended
	March 31,
	2008			2007
Performance Ratios (annualized):
Return on average assets		0.45	%		0.84	%
Return on average stockholders' equity		2.10	%		3.43	%
Interest rate spread		2.02	%		2.11	%
Net interest margin		2.96	%		3.20	%
Dividends paid per share during period	$	0.285		$	0.285

	At			At			At
	March 31,			December 31,			March 31,
	2008			2007			2007
	(dollars in thousands except per share data)
Capital Ratio:
Stockholders' equity to total assets		20.70	%		21.45	%		24.14	%
Tangible stockholders’ equity to total assets		19.08	%		19.83	%		22.48	%
Asset Quality:
Non-accrual loans	$	2,502		$	2,730		$	2,458
Non-performing assets		4,743			5,399			3,703
Allowance for loan losses		24,941			24,445			23,097
Allowance for loan losses as a percent of total loans		1.29	%		1.29	%		1.28	%
Non-performing assets as a percent of total assets		0.19	%		0.22	%		0.16	%
Per Share Data:
Book value per share	$	8.73		$	8.94		$	9.26
Tangible book value per share		7.88			8.10			8.44
Market value per share		11.48			10.16			12.67

CONTACT:
Brookline Bancorp, Inc.
Paul R. Bechet, 617-278-6405
Chief Financial Officer

EX-99.2

1 SubTitle: April 17, 2008  Exhibit  99.2

2 Title: Presentations Body: Paul R. Bechet, Chief Financial Officer Financial Highlights  Charles Peck, President, Senior Loan Officer Loan Activity  Jane M. Wolchonok, SVP, Retail Banking Retail Banking Highlights

3 Paul R. Bechet Chief Financial Officer

4 Title: Forward-Looking Information Body: This presentation contains forward-looking information for Brookline Bancorp, Inc. Such information constitutes forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) which involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, (1) economic conditions, (2) changes in the interest rate environment, (3) increased competition, (4) legislative or regulatory changes that adversely affect our business and (5) our ability to accomplish our growth goals.

5 Balance Sheet Highlights

6 Stockholders’ Equity

7 Interest Rate Spread and Net Interest Margin

8 Interest Rate Spread and Net Interest Margin Greatly influenced by: Overnight rates on federal fund borrowings September 30, 2007 5.25% December 31, 2007 4.25% January 31, 2008 3.00% March 31, 2008 2.25% Competition - Countrywide and Mutual Banks

9 Interest Rate Spread and Net Interest Margin

10 Net Interest Income

11 Net Income-

12 Net Income

13 Net Income

14 Net Income

15 Loans Delinquent 30 Days and Over And Allowance for Loan Losses

16 Non-Performing Assets

17 Indirect Automobile Loans

18 Indirect Automobile Loans

19 Eastern Funding Loans

20 Charles Peck President, Senior Loan Officer

21 Loan Growth (Excluding Indirect Auto and Eastern Funding)

22 C&I Lending 2007 Accomplishments Added $74 million in new credit commitments resulting in $57 million in new loan outstandings Commercial deposits grew by over $12 million Brookline Bank seen as a commercial lender in the marketplace New customers use Deposit Xpress

23 C&I Lending 2008 Plan Target market will be lower middle market companies: Revenues in the $1 million - $50 million range Credit needs in the $1million - $5 million range Looking to grow portfolio by approximately $50 million Introduce new cash management products Grow demand deposits and fee income Maintain high credit quality

24 Jane M. Wolchonok Senior Vice President Retail Banking

25 2007 Results Solid deposit growth Continued expansion of branch network Opened Needham Heights Burlington site leased Malden relocation Revamped consumer products & services Reduced checking from 6 to 3 Added services and improved non-interest income

26 2007 Results (cont’d) Technology enhancements a priority  Focused branch staff on sales and service  Collaborated with C&I lenders

27 Retail Banking Environment Intense competition Rates Branch expansion  Technology-an ever growing role Products & services Processing

28 AMERICAN BANKER THE FINANCIAL SERVICES DAILY Fed Changing Policies to Goad Banks into Imaging.

29 2008 Retail Priorities Deposit growth with a focus on core accounts Continued improvement in branch service and sales results Continue branch expansion and renovation Partner with commercial lenders to focus on deposits

30 Enhance technology offerings and capabilities Continue updating product line and other services Explore new initiatives Focus on retail staff 2008 Retail Priorities (cont’d)