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):  July 16, 2009

______________________________

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 July 16, 2009, Brookline Bancorp, Inc. (the “Company”) announced its earnings for the 2009 second quarter and approval by its Board of Directors of a regular quarterly dividend of $0.085 per share payable August 17, 2009 to stockholders of record on July 31, 2009.

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:	July 17, 2009		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 July 16, 2009

EX-99.1

Exhibit 99.1

Brookline Bancorp Announces 2009 Second Quarter Earnings and Dividend Declaration

BROOKLINE, Mass.--(BUSINESS WIRE)--July 16, 2009--Brookline Bancorp, Inc. (the “Company”) (NASDAQ: BRKL) announced today its earnings for the 2009 second quarter and approval by its Board of Directors of a regular quarterly dividend of $0.085 per share payable August 17, 2009 to stockholders of record on July 31, 2009.

The Company earned $4,678,000, or $0.08 per share on a basic and diluted basis, for the quarter ended June 30, 2009 compared to $3,674,000, or $0.06 per share on a basic and diluted basis, for the quarter ended June 30, 2008. Net income for the first half of 2009 was $8,121,000, or $0.14 per share on a basic and diluted basis, compared to $6,369,000, or $0.11 per share on a basic and diluted basis, for the first half of 2008. Operating highlights included:

• Improvement in net interest margin in both the 2009 second quarter and six month periods
• $173.1 million (13.0%) of deposit growth in the first half of 2009, $64.6 million of which occurred in the 2009 second quarter
• Reduced provisions for loan losses, especially in the 2009 second quarter, due primarily to a significant decline in indirect automobile loan net charge-offs
• Receipt of $1,614,000 of income in the 2009 second quarter resulting from full payment of a loan on which there was unaccreted discount
• An FDIC insurance special assessment of $1,102,000 charged to expense in the 2009 second quarter
• A $346,000 gain on the sale of mortgage-backed securities in the 2009 second quarter
• Recognition of impairment losses on securities, net of non-credit losses, in the first quarters of 2009 and 2008 of $726,000 and $1,249,000, respectively
• A $582,000 penalty from prepayment of $13.5 million of borrowings from the Federal Home Loan Bank of Boston (“FHLB”) with a weighted average interest rate of 4.95% charged to earnings in the 2009 second quarter
• No dividend income on FHLB stock in the first half of 2009 compared to $729,000 of dividend income in the first half of 2008
• Foregone interest income of $335,000 in the first half of 2009 due to a $22.5 million reduction in the average balance of stockholders’ equity resulting from the payment of semi-annual extra dividends

Excluding the $1,614,000 of income referred to above, net interest income was higher in the second quarter and six month periods in 2009 than in the comparable 2008 periods by 11.9% and 11.7%, respectively, due to asset and deposit growth and improvement in net interest margin. The average balance of interest-earning assets grew $166 million (7.0%), all of which was in loans, between the 2009 and 2008 second quarters and $186 million (7.9%) between the first half of 2009 and 2008. Much of the deposit growth in the first half of 2009 was used to pay off higher cost borrowed funds and brokered deposits. Net interest margin improved to 3.41% in the 2009 second quarter (3.16% excluding the $1,614,000 of income) from 3.00% in the 2009 first quarter and 3.03% in the 2008 second quarter. In those same periods, interest rate spread improved to 2.85% (2.60% excluding the $1,614,000 of income) from 2.38% and 2.21%, respectively.

As a member of the FHLB, the Company is obliged to own stock in the FHLB based on its level of borrowings from the FHLB. At June 30, 2009, the Company owned $36.0 million of FHLB stock, $8.8 million of which was in excess of its required level of ownership. Due to reported losses, the FHLB has restricted redemption of excess levels of stock ownership and ceased the payment of dividends on its stock. The Company does not expect to receive any dividend income from the FHLB in 2009.

The provision for credit losses was $1,876,000 in the 2009 second quarter compared to $2,579,000 in the 2008 second quarter and $4,677,000 in the first half of 2009 compared to $4,693,000 in the first half of 2008. 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 credit commitments.

The auto loan portfolio amounted to $573.2 million at June 30, 2009 compared to $597.2 million at December 31, 2008. The decline resulted from lower loan originations as the auto industry experienced a significant decline in sales. Underwriting continues to be conservative as only 2.9% of the $107.9 million of loans originated in the first half of 2009 were to borrowers with credit scores below 660. The average credit score of the borrowers related to these loan originations was 759. Auto loans delinquent over 30 days amounted to $10.6 million, or 1.86% of loans outstanding, at June 30, 2009 compared to $13.1 million (2.20%) at December 31, 2008.

Auto loan net charge-offs declined to $1,222,000 (or 0.85% of average loans outstanding on an annualized basis) in the 2009 second quarter from $1,868,000 (1.27%) in the 2009 first quarter and $1,688,000 (1.14%) in the 2008 second quarter. Net charge-offs in the first half of 2009 were $3,090,000 (1.06%) compared to $3,059,000 (1.03%) in the first half of 2008 and $6,671,000 (1.12%) in the year 2008.

The provision for auto loan losses was $1,350,000 in the 2009 second quarter compared to $2,200,000 in the 2008 second quarter and $3,450,000 in the first half of 2009 compared to $3,746,000 in the first half of 2008. The allowance for auto loan losses increased from $7,937,000, or 1.33% of loans outstanding, at December 31, 2008 to $8,297,000 (1.45%) at June 30, 2009.

The provision for Eastern loans was $296,000 in the 2009 second quarter compared to $129,000 in the 2008 second quarter and $647,000 in the first half of 2009 compared to $397,000 in the first half of 2008. Additionally, write-downs of assets acquired through repossession amounted to $162,000, $15,000, $356,000 and $134,000 in those respective periods. The annualized rate of net charge-offs, combined with write-downs of assets acquired, equaled 1.15% in the first half of 2009 compared to 0.65% in the 2008 second quarter and 0.84% in the year 2008.

Eastern loans delinquent over 30 days decreased from $2,929,000 (1.99% of loans outstanding) at December 31, 2008 to $2,326,000 (1.52%) at June 30, 2009. The total of Eastern loans on watch, restructured loans and non-accrual loans decreased from $8,049, 000 at December 31, 2008 to $7,576,000 at June 30, 2009. The allowance for Eastern loan losses was $2,715,000, or 1.77% of loans outstanding at June 30, 2009 compared to $2,577,000 (1.75%) at December 31, 2008.

The remainder of the Company’s loan portfolio at June 30, 2009, which amounted to $1.523 billion (including unfunded credit commitments of $120 million), grew $57.9 million in the first half of 2009. The portfolio was comprised primarily of commercial real estate loans ($501 million), multi-family mortgage loans ($399 million), residential mortgage loans ($350 million), commercial loans ($186 million), home equity loans ($48 million) and construction loans ($35 million). Loans on non-accrual amounted to $4,097,000 at June 30, 2009 compared to $2,950,000 at December 31, 2008 and other loans on watch were $12.2 million at June 30, 2009 compared to $10.1 million at December 31, 2008.

Impairment losses on securities in the first quarters of 2009 and 2008 were $726,000 and $1,249,000, respectively, as a result of write-downs in the carrying value of perpetual preferred stocks and a trust preferred security. In the 2009 second quarter, the market value of the securities written down in the 2009 first quarter increased by $613,000; that amount, net of income taxes, is included in other comprehensive income at June 30, 2009.

The reduction in fees, charges and other income of $236,000 in the 2009 second quarter compared to the 2008 second quarter and of $213,000 in the first half of 2009 compared to the first half of 2008 resulted from less deposit service fees and lower loan prepayment fees.

Non-interest expenses were $2,108,000 (20.2%) higher in the 2009 second quarter than in the 2008 second quarter and $2,525,000 (12.2%) higher in the first half of 2009 than in the first half of 2008. The increases resulted primarily from higher FDIC insurance ($1,928,000 between the six month periods, $1,102,000 of which related to the special assessment in the 2009 second quarter), expenses resulting from the addition of a new branch, higher marketing expense and professional fees in connection with addressing compliance matters outlined in a regulatory Order reported in the previous quarter. Partially offsetting the increased expenses was a $987,000 reduction in expense for restricted stock awards in the first half of 2009 compared to the first half of 2008.

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)
	June 30,			December 31,			June 30,
	2009			2008			2008
ASSETS
Cash and due from banks	$	18,363		$	22,270		$	17,139
Short-term investments		98,364			99,082			86,737
Securities available for sale		286,744			292,339			316,052
Securities held to maturity (market value of $146,  $171 and $175, respectively)		135			161			166
Restricted equity securities		36,335			36,335			32,638
Loans		2,146,311			2,105,551			1,983,313
Allowance for loan losses		(29,373	)		(28,296	)		(25,722	)
Net loans		2,116,938			2,077,255			1,957,591
Accrued interest receivable		8,844			8,835			8,899
Bank premises and equipment, net		10,309			10,218			9,489
Deferred tax asset		10,686			13,328			12,247
Prepaid income taxes		2,587			193			462
Goodwill		43,241			43,241			43,241
Identified intangible assets, net of accumulated  amortization of $9,113, $8,369 and $7,494, respectively		3,839			4,583			5,458
Other assets		4,728			5,165			4,497
Total assets	$	2,641,113		$	2,613,005		$	2,494,616
LIABILITIES AND EQUITY
Retail deposits	$	1,500,959		$	1,327,844		$	1,282,114
Brokered deposits		-			26,381			27,047
Borrowed funds		628,768			737,418			652,798
Mortgagors’ escrow accounts		5,846			5,655			5,478
Accrued expenses and other liabilities		18,165			20,040			20,122
Total liabilities		2,153,738			2,117,338			1,987,559
Equity:
Brookline Bancorp, Inc. 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; 64,404,419 shares, 63,746,942 shares  and 63,742,994 shares issued, respectively		644			637			637
Additional paid-in capital		523,140			518,712			517,268
Retained earnings, partially restricted		24,299			38,092			53,433
Accumulated other comprehensive income (loss)		2,378			1,385			(393	)
Treasury stock, at cost - 5,373,733 shares		(62,107	)		(62,107	)		(62,107	)
Unallocated common stock held by ESOP - 497,681  shares, 522,761 shares and 548,868 shares, respectively		(2,713	)		(2,850	)		(2,993	)
Total Brookline Bancorp, Inc. stockholders’ equity		485,641			493,869			505,845
Noncontrolling interest in subsidiary		1,734			1,798			1,212
Total equity		487,375			495,667			507,057
Total liabilities and equity	$	2,641,113		$	2,613,005		$	2,494,616

BROOKLINE BANCORP, INC. AND SUBSIDIARIES Consolidated Statements of Income (In thousands except share data)
	Three months ended					Six months ended
	June 30,					June 30,
	2009			2008		2009			2008
Interest income:
Loans	$	33,308		$	30,852	$	64,862		$	61,806
Debt securities		2,845			3,740		5,920			7,156
Marketable equity securities		21			55		43			123
Restricted equity securities		2			326		4			733
Short-term investments		46			405		248			1,411
Total interest income		36,222			35,378		71,077			71,229
Interest expense:
Retail deposits		8,180			10,163		16,760			21,676
Brokered deposits		75			569		424			1,480
Borrowed funds		6,151			6,600		12,970			12,803
Subordinated debt		-			-		-			65
Total interest expense		14,406			17,332		30,154			36,024
Net interest income		21,816			18,046		40,923			35,205
Provision for credit losses		1,876			2,579		4,677			4,693
Net interest income after provision for credit losses		19,940			15,467		36,246			30,512
Non-interest income:
Fees, charges and other income		887			1,123		1,904			2,117
Penalty from prepayment of borrowed funds		(582	)		-		(582	)		-
Gain on sales of securities		346			-		346			-
Loss on impairment of securities		-			-		(779	)		(1,249	)
Less non-credit loss on impairment of securities		-			-		53			-
Total non-interest income		651			1,123		942			868
Non-interest expense:
Compensation and employee benefits		5,294			5,210		10,260			10,558
Occupancy		1,094			905		2,139			1,839
Equipment and data processing		1,870			1,701		3,628			3,404
Professional services		576			519		1,221			1,005
FDIC insurance		1,573			37		2,003			75
Advertising and marketing		286			203		417			337
Amortization of identified intangible assets		372			438		744			876
Other		1,478			1,422		2,851			2,644
Total non-interest expense		12,543			10,435		23,263			20,738
Income before income taxes		8,048			6,155		13,925			10,642
Provision for income taxes		3,245			2,366		5,639			4,073
Net income		4,803			3,789		8,286			6,569
Less net income attributable to noncontrolling interest in subsidiary		125			115		165			200
Net income attributable to Brookline Bancorp, Inc.	$	4,678		$	3,674	$	8,121		$	6,369
Earnings per common share attributable to Brookline Bancorp, Inc.:
Basic	$	0.08		$	0.06	$	0.14		$	0.11
Diluted		0.08			0.06		0.14			0.11
Weighted average common shares outstanding during the period:
Basic	58,491,808			57,571,596		58,207,192			57,530,047
Diluted	58,494,720			57,821,388		58,275,742			57,792,627

BROOKLINE BANCORP, INC. AND SUBSIDIARIES Average Yields / Costs
	Three months ended June 30,
	2009									2008
	Average balance			Interest (1)			Average yield/ cost			Average balance			Interest (1)			Average yield/ cost
	(Dollars in thousands)
Assets
Interest-earning assets:
Short-term investments	$	82,174			$	46		0.22	%	$	73,119			$	405		2.22	%
Debt securities (2)		303,971				2,853		3.75			328,553				3,797		4.62
Equity securities (2)		37,402				31		0.33			34,009				402		4.74
Mortgage loans (3) (4)		1,221,807				18,518		6.06			1,051,557				15,594		5.93
Home equity loans (3)		46,087				423		3.68			36,291				438		4.84
Commercial loans - Eastern (3)		151,810				3,417		9.00			144,326				3,536		9.80
Other commercial loans (3)		118,580				1,380		4.66			109,966				1,511		5.50
Indirect automobile loans (3)		592,392				9,518		6.44			609,887				9,715		6.39
Other consumer loans (3)		3,882				53		5.46			3,924				58		5.91
Total interest-earning assets (4)		2,558,105				36,239		5.67	%		2,391,632				35,456		5.93	%
Allowance for loan losses		(28,901	)								(24,892	)
Non-interest earning assets		101,912									99,772
Total assets	$	2,631,116								$	2,466,512
Liabilities and Equity
Interest-bearing liabilities:
Deposits:
NOW accounts	$	90,872				43		0.19	%	$	88,338				61		0.28	%
Savings accounts		90,778				233		1.03			90,768				300		1.33
Money market savings accounts		348,590				1,429		1.64			226,999				1,205		2.13
Retail certificates of deposit		856,276				6,476		3.03			816,158				8,597		4.22
Total retail deposits		1,386,516				8,181		2.37			1,222,263				10,163		3.34
Brokered certificates of deposit		5,627				75		5.35			42,275				569		5.40
Total deposits		1,392,143				8,256		2.38			1,264,538				10,732		3.40
Borrowed funds		654,478				6,151		3.72			602,133				6,600		4.34
Total interest-bearing liabilities		2,046,621				14,407		2.82	%		1,866,671				17,332		3.72	%
Non-interest-bearing demand checking accounts		73,366									68,077
Other liabilities		23,921									23,523
Total liabilities		2,143,908									1,958,271
Brookline Bancorp, Inc. stockholders’ equity		485,521									506,606
Noncontrolling interest in subsidiary		1,687									1,635
Total liabilities and equity	$	2,631,116								$	2,466,512
Net interest income (tax equivalent  basis)/interest rate spread (4) (5)						21,832		2.85	%						18,124		2.21	%
Less adjustment of tax exempt income						16									78
Net interest income					$	21,816								$	18,046
Net interest margin (4) (6)								3.41	%								3.03	%

(1)	Tax exempt income on equity securities and municipal obligations 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)	In the 2009 period, interest income includes $1,614 due to the payoff of a loan on which there was unaccreted discount. Excluding this income, the yield on mortgage loans and interest-earning assets would have been 5.53% and 5.42%, respectively. Interest rate spread and net interest margin would have been 2.60% and 3.16%, respectively.
(5)	Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.
(6)	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							Six months ended
	June 30,							June 30,
	2009				2008			2009			2008
Performance Ratios (annualized):
Return on average assets		0.71	%			0.60	%		0.62	%		0.52	%
Return on average stockholders' equity		3.85	%			2.90	%		3.33	%		2.50	%
Interest rate spread		2.85	%	(A)		2.21	%		2.61	%		2.12	%
Net interest margin		3.41	%	(A)		3.03	%		3.21	%		2.99	%
(A) Excluding interest income of $1,614,000 due to the payoff of a loan on which there was     unaccreted discount, interest rate spread and net interest margin would have been 2.60%     and 3.16%, respectively.
Dividends paid per share during period	$	0.085			$	0.085		$	0.37		$	0.37

	At				At			At
	June 30,				December 31,			June 30,
	2009				2008			2008
	(dollars in thousands except per share data)
Capital Ratio:
Stockholders' equity to total assets			18.39	%		18.90	%			20.28	%
Tangible stockholders’ equity to total assets			16.78	%		17.39	%			18.69	%
Asset Quality:
Non-accrual loans		$	6,954		$	6,059			$	5,222
Non-performing assets			8,799			8,195				6,939
Allowance for loan losses			29,373			28,296				25,722
Allowance for loan losses as a percent of total loans			1.37	%		1.34	%			1.30	%
Non-performing assets as a percent of total assets			0.33	%		0.31	%			0.28	%
Per Share Data:
Book value per share		$	8.23		$	8.46			$	8.67
Tangible book value per share			7.43			7.64				7.83
Market value per share			9.32			10.65				9.55

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