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 21, 2010

______________________________

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 Dividend

On April 21, 2010, Brookline Bancorp, Inc. announced its earnings for the 2010 first quarter and approval by its Board of Directors of a regular quarterly dividend of $0.085 per share payable May 17, 2010 to stockholders of record on April 30, 2010. See Exhibit 99.1 attached hereto for the press release issued April 21, 2010 relating to these matters.

Item 5.07.   Submission of Matters to a Vote of Security Holders

On April 21, 2010, Brookline Bancorp, Inc. (the “Company”) held its Annual Meeting of Stockholders. At the Annual Meeting, shareholders considered the election of directors and the ratification of independent registered public accountants. A breakdown of the votes cast is set forth below.

1.	The election of directors	For	Withheld	Broker non-votes
	David C. Chapin	39,803,808	6,216,078	6,439,826
	John A. Hackett, Sr.	40,474,731	5,545,154	6,439,827
	John L. Hall II	43,658,011	2,361,874	6,439,827
	Rosamond B. Vaule	39,796,719	6,223,167	6,439,826

2.	The ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for the year ending December 31, 2010.
	For	Against	Abstain	Broker non-votes
	51,383,587	880,550	80,009	115,626

Item 9.01.   Financial Statements and Exhibits

See Exhibit 99.2 attached hereto for the slides presented at the Annual Meeting of Stockholders of Brookline Bancorp, Inc. which occurred on April 21, 2010.

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 21, 2010		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 21, 2010.
99.2	Slides presented at the Annual Meeting of Stockholders of Brookline Bancorp, Inc. on April 21, 2010.

EX-99.1

Exhibit 99.1

Brookline Bancorp Announces 2010 First Quarter Earnings and Dividend Declaration

BROOKLINE, Mass.--(BUSINESS WIRE)--April 21, 2010--Brookline Bancorp, Inc. (the “Company”) (NASDAQ: BRKL) announced today its earnings for the 2010 first quarter and approval by the Board of Directors of a regular quarterly dividend of $0.085 per share payable on May 17, 2010 to stockholders of record on April 30, 2010.

The Company earned $6,353,000, or $0.11 per share on a basic and diluted basis, for the quarter ended March 31, 2010, an 84% improvement over the $3,444,000, or $0.06 per share on a basic and diluted basis, earned in the 2009 first quarter. Operating highlights included:

• Continued improvement in net interest margin – 3.65% in the 2010 first quarter compared to 3.55% in the 2009 fourth quarter and 3.00% in the 2009 first quarter
• Reduction in the provision for credit losses - $1,267,000 in the 2010 first quarter compared to $2,801,000 in the 2009 first quarter
• Non-performing assets of $7.9 million, or 0.30% of total assets, at March 31, 2010 compared to $7.7 million (0.29%) at December 31, 2009 and $9.1 million (0.35%) at March 31, 2009.
• Stock of the Federal Home Loan Bank of Boston (“FHLB”) owned by the Company - unchanged at $36.0 million since the beginning of 2009. Due to reported losses, the FHLB has restricted stock redemptions and ceased the payment of dividends since 2008. In 2008, the Company received $1.2 million in dividend income on its FHLB stock.
• Deposit growth of $21.1 million in the 2010 first quarter - transaction account deposits grew $65.7 million (8.2%) while certificates of deposit declined $44.6 million (5.4%). Generally, higher interest rates are paid on certificates of deposit than on transaction account deposits.
• Loan growth in the 2010 first quarter was modest at $9.7 million.
• Credit impairment losses on securities declined from $726,000 in the 2009 first quarter to $49,000 in the 2010 first quarter.
• Non-interest expense in the 2010 first quarter was $980,000 (9.1%) higher than in the 2009 first quarter due in part to investments in personnel and new service offerings as well as higher professional fees associated with corporate matters.

Net interest income was $4.0 million, or 21.1%, higher in the 2010 first quarter than in the 2009 first quarter due primarily to a higher portion of interest-earning assets being funded by lower cost deposits and a more rapid decline in rates paid on interest-bearing liabilities than in the yield on interest-earning assets. Including non-interest bearing checking accounts, the average balance of deposits (excluding brokered deposits) in the 2010 first quarter was $261.9 million (19.0%) higher than in the 2009 first quarter and the average rate paid on deposits (excluding brokered deposits) declined from 2.52% in the 2009 first quarter to 1.46% in the 2010 first quarter. Substantially all of the deposit growth was used to pay off higher cost borrowed funds and certificates of deposit. The average balance of deposits (excluding brokered deposits) to the average balance of all deposits and borrowings increased from 65.5% in the 2009 first quarter to 77.9% in the 2010 first quarter.

The provision for credit losses is comprised of amounts relating to the indirect automobile (“auto”) loan portfolio, the equipment financing and small business loan portfolio of a subsidiary (“Eastern”), the remainder of the Company’s loan portfolio, and unfunded credit commitments.

The auto loan portfolio amounted to $542.9 million at March 31, 2010 compared to $541.0 million at December 31, 2009 and $580.1 million at March 31, 2009. The reduction in the portfolio over the past year resulted from the lower level of sales experienced by the auto industry and low rate financing programs offered by finance subsidiaries of auto manufacturers, which the Company chose not to match. Underwriting continued to be conservative as only 1.7% of loans originated in the 2010 first quarter were to borrowers with credit scores below 660. The average credit score of all borrowers with loans outstanding at March 31, 2010 was 744. Auto loans delinquent over 30 days amounted to $7.2 million, or 1.33% of loans outstanding at March 31, 2010, compared to $11.0 million (2.02%) at December 31, 2009 and $8.4 million (1.45%) at March 31, 2009.

Auto loan net charge-offs declined to $911,000 (0.67% of average loans outstanding on an annualized basis) in the 2010 first quarter from $1,868,000 (1.27%) in the 2009 first quarter. Net charge-offs in the 2009 and 2008 years were $5,708,000 (1.00%) and $6,671,000 (1.12%), respectively.

The provision for auto loan losses was $673,000 in the 2010 first quarter and $2,100,000 in the 2009 first quarter. The allowance for loan losses amounted to $8,241,000 (1.52% of loans outstanding) at March 31, 2010 compared to $8,479,000 (1.57%) at December 31, 2009 and $8,169,000 (1.41%) at March 31, 2009.

Eastern loans grew to $172.0 million at March 31, 2010 from $165.7 million at December 31, 2009 and $150.1 million at March 31, 2009. Non-accrual loans amounted to $2,447,000 (1.42%) at March 31, 2010, $1,915,000 (1.16%) at December 31, 2009 and $3,334,000 (2.08%) at March 31, 2009; restructured loans on accrual amounted to $3,258,000 (1.89%), $3,242,000 (1.96%) and $3,381,000 (2.25%) at those respective dates.

Net charge-offs of Eastern loans were $298,000 in the 2010 first quarter compared to $286,000 in the 2009 first quarter. Additionally, write-downs of assets acquired through repossession amounted to $54,000 and $195,000 in those respective periods. The annualized rate of net charge-offs, combined with write-downs of assets acquired, equaled 0.83% of the average balance of loans outstanding in the 2010 first quarter compared to 1.29% in the 2009 first quarter and 1.00% in the year 2009.

The provision for Eastern loan losses was $657,000 in the 2010 first quarter and $351,000 in the 2009 first quarter. The allowance for Eastern loan losses was $3,416,000 (1.99% of loans outstanding) at March 31, 2010 compared to $3,057,000 (1.85%) at December 31, 2009 and $2,641,000 (1.76%) at March 31, 2009.

The remainder of the Company’s loan portfolio, which amounted to $1.444 billion at March 31, 2010 grew $1 million since December 31, 2009 and $66 million since March 31, 2009. Over the past year, multi-family and commercial real estate loans grew $76 million (which brought the total of that portfolio to $901 million), commercial loans grew $15 million (to $132 million), home equity and other consumer loans grew $12 million (to $60 million) while residential mortgage loans declined $24 million (to $330 million) and construction loans declined $13 million (to $21 million).

Loans on non-accrual in the portfolios mentioned in the preceding paragraph amounted to $4,031,000 at March 31, 2010 compared to $4,131,000 at December 31, 2009 and $3,479,000 at March 31, 2009. Restructured loans on accrual, all of which were residential mortgage loans, amounted to $2,106,000, $656,000 and $657,000 at those respective dates. Additionally, other loans on watch were $15.2 million, $9.5 million and $13.6 million at those respective dates.

The provision for credit losses relating to the loans mentioned in the second preceding paragraph and to unfunded credit commitments was a credit to earnings of $63,000 in the 2010 first quarter and a charge to earnings of $350,000 in the 2009 first quarter. The 2009 provision was based primarily on loan growth while the 2010 credit resulted in part from changes in reserves assigned to certain loans. A $300,000 charge-off on one commercial real estate loan, for which a specific reserve had been previously established, was recorded in the 2010 first quarter.

The total allowance for loan losses was $30.9 million at March 31, 2010, or 1.42% of total loans outstanding at that date, compared to $31.1 million at December 31, 2009 (1.44%) and $28.9 million (1.36%) at March 31, 2009.

The decline in non-interest income (excluding impairment losses on securities) from $1,018,000 in the 2009 first quarter to $825,000 in the 2010 first quarter was due primarily to less loan prepayment and late fees.

Total non-interest expenses in the 2010 first quarter were $980,000 (9.1%) higher than in the 2009 first quarter due in part to added personnel and increases in compensation, expenses related to the introduction of new service offerings, expenses for additional office space, higher data processing expenses and higher professional fees associated with corporate matters.

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,
	2010			2009			2009
ASSETS
Cash and due from banks	$	17,782		$	17,635		$	16,696
Short-term investments		53,023			48,886			75,571
Securities available for sale		301,931			293,023			316,268
Securities held to maturity (market value of $123, $121 and $171, respectively)		111			112			159
Restricted equity securities		36,335			36,335			36,335
Loans		2,173,989			2,164,295			2,124,251
Allowance for loan losses		(30,850	)		(31,083	)		(28,943	)
Net loans		2,143,139			2,133,212			2,095,308
Accrued interest receivable		8,785			9,062			8,471
Bank premises and equipment, net		10,759			10,685			10,189
Deferred tax asset		9,871			10,178			12,995
Goodwill		43,241			43,241			43,241
Identified intangible assets, net of accumulated amortization of $10,163, $9,857 and $8,741, respectively		2,789			3,095			4,211
Other assets		11,296			10,420			4,469
Total assets	$	2,639,062		$	2,615,884		$	2,623,913
LIABILITIES AND EQUITY
Deposits (excluding brokered deposits)	$	1,654,767		$	1,633,687		$	1,436,352
Brokered deposits		-			-			26,381
Borrowed funds		465,509			468,766			648,775
Mortgagors’ escrow accounts		6,430			5,938			6,014
Income taxes payable		3,475			1,115			317
Accrued expenses and other liabilities		16,834			16,955			19,895
Total liabilities		2,147,015			2,126,461			2,137,734
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; 64,411,889 shares, 64,404,419 shares and 64,280,809 shares issued, respectively		644			644			643
Additional paid-in capital		524,058			523,736			522,114
Retained earnings, partially restricted		26,756			25,420			24,634
Accumulated other comprehensive income		2,939			2,201			1,806
Treasury stock, at cost - 5,373,733 shares		(62,107	)		(62,107	)		(62,107	)
Unallocated common stock held by ESOP - 460,559 shares, 472,604 shares and 510,221 shares, respectively		(2,511	)		(2,577	)		(2,781	)
Total Brookline Bancorp, Inc. stockholders’ equity		489,779			487,317			484,309
Noncontrolling interest in subsidiary		2,268			2,106			1,870
Total equity		492,047			489,423			486,179
Total liabilities and equity	$	2,639,062		$	2,615,884		$	2,623,913

BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands except share data)
	Three months ended March 31,
	2010				2009
Interest income:
Loans		$	30,868			$	31,553
Debt securities			1,923				3,076
Short-term investments			15				202
Equity securities	24				23
Total interest income	32,830				34,854
Interest expense:
Deposits (excluding brokered deposits)			5,911				8,580
Brokered deposits			-				349
Borrowed funds	3,774				6,819
Total interest expense	9,685				15,748
Net interest income			23,145				19,106
Provision for credit losses	1,267				2,801
Net interest income after provision for credit losses	21,878				16,305
Non-interest income:
Fees, charges and other income			825				1,018
Impairment losses on securities			(49	)			(779	)
Less non-credit loss on impairment of securities	-				53
Total non-interest income	776				292
Non-interest expense:
Compensation and employee benefits			5,632				4,966
Occupancy			1,101				1,045
Equipment and data processing			1,825				1,757
Professional services			936				645
FDIC insurance			416				430
Advertising and marketing			129				131
Amortization of identified intangible assets			306				372
Other	1,355				1,374
Total non-interest expense	11,700				10,720
Income before income taxes			10,954				5,877
Provision for income taxes	4,439				2,361
Net income			6,515				3,516
Less net income attributable to noncontrolling interest in subsidiary	162				72
Net income attributable to Brookline Bancorp, Inc.		$	6,353			$	3,444
Earnings per common share attributable to Brookline Bancorp, Inc.:
Basic		$	0.11			$	0.06
Diluted			0.11				0.06
Weighted average common shares outstanding during the period:
Basic	58,554,922				57,919,412
Diluted	58,559,786				58,052,757

BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Average Yields / Costs
	Three months ended March 31,
	2010							2009
	Average balance			Interest (1)		Average yield/ cost		Average balance			Interest (1)		Average yield/ cost
	(Dollars in thousands)
Assets
Interest-earning assets:
Short-term investments	$	54,122			15	0.11	%	$	100,736		$	202	0.81	%
Debt securities (2)		286,169			1,928	2.70			287,279			3,086	4.30
Equity securities (2)		37,999			33	0.34			37,295			33	0.35
Mortgage loans (3)		1,251,533			16,730	5.35			1,197,379			16,792	5.61
Home equity loans (3)		51,757			487	3.82			43,171			390	3.66
Commercial loans -Eastern Funding (3)		168,609			3,602	8.55			149,300			3,412	9.14
Other commercial loans (3)		132,255			1,566	4.78			116,472			1,302	4.51
Indirect automobile loans (3)		550,864			8,401	6.18			604,891			9,600	6.44
Other consumer loans (3)		6,656			82	4.93			3,762			56	5.95
Total interest-earning assets		2,539,964			32,844	5.19	%		2,540,285			34,873	5.52	%
Allowance for loan losses		(31,002	)						(28,286	)
Non-interest earning assets		112,262							108,094
Total assets	$	2,621,224						$	2,620,093
Liabilities and Equity
Interest-bearing liabilities:
Deposits:
NOW accounts	$	98,304			33	0.14	%	$	83,834			40	0.19	%
Savings accounts		97,110			197	0.82			86,011			268	1.26
Money market savings accounts		549,564			1,611	1.19			315,180			1,616	2.08
Certificates of deposit		808,036			4,070	2.04			825,774			6,656	3.27
Total deposits excluding brokered deposits (6)		1,553,014			5,911	1.54			1,310,799			8,580	2.65
Brokered deposits		-			-	-			26,381			349	5.37
Total deposits		1,553,014			5,911	1.54			1,337,180			8,929	2.71
Borrowed funds		465,459			3,774	3.24			698,489			6,819	3.91
Total interest bearing liabilities		2,018,473			9,685	1.95	%		2,035,669			15,748	3.14	%
Non-interest-bearing demand checking accounts		86,944							67,301
Other liabilities		23,730							26,171
Total liabilities		2,129,147							2,129,141
Brookline Bancorp, Inc. stockholders’ equity		489,885							489,129
Noncontrolling interest in subsidiary		2,192							1,823
Total liabilities and equity	$	2,621,224						$	2,620,093
Net interest income (tax equivalent basis)/interest rate spread (4)					23,159	3.24	%					19,125	2.38	%
Less adjustment of tax exempt income					14							19
Net interest income					23,145						$	19,106
Net interest margin (5)						3.65	%						3.00	%
(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.
(6) Including non-interest bearing checking accounts, the average interest rate on total deposits (excluding brokered deposits) was 1.46% in the three months ended March 31, 2010 and 2.52% in the three months ended March 31, 2009.

BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Selected Financial Ratios and Other Data
	Three months ended
	March 31,
	2010			2009
Performance Ratios (annualized):
Return on average assets		0.97	%		0.53	%
Return on average stockholders’ equity		5.19	%		2.82	%
Interest rate spread		3.24	%		2.38	%
Net interest margin		3.65	%		3.00	%
Dividends paid per share during period	$	0.085		$	0.285

	At			At			At
	March 31,			December 31,			March 31,
	2010			2009			2009
	(dollars in thousands except per share data)
Capital Ratio:
Stockholders’ equity to total assets		18.56	%		18.63	%		18.46	%
Tangible stockholders’ equity to total assets		17.11	%		17.16	%		16.96	%
Asset Quality:
Non-accrual loans	$	6,611		$	6,233		$	6,990
Non-performing assets		7,940			7,663			9,107
Restructured loans		5,364			3,898			3,381
Allowance for loan losses		30,850			31,083			28,943
Allowance for loan losses as a percent of total loans		1.42	%		1.44	%		1.36	%
Non-performing assets as a percent of total assets		0.30	%		0.29	%		0.35	%
Per Share Data:
Book value per share	$	8.30		$	8.26		$	8.22
Tangible book value per share		7.52			7.47			7.42
Market value per share		10.64			9.91			9.50

CONTACT:
Brookline Bancorp, Inc.
Paul Bechet, 617-278-6405

EX-99.2

Brookline Bancorp, Inc. Annual Meeting of Stockholders "Success is not a destination. It is a journey." Exhibit 99.2

Brookline Bancorp, Inc. Annual Meeting of Stockholders Agenda 1. Welcoming Remarks 2. Introduction of Directors, Secretary of the Annual Meeting and Inspector of Election 3. Procedural Matters Relating to the Conduct of the Annual Meeting 4. Presentation of the Two Proposals before the Annual Meeting 5. Opening of Polls and Balloting 6. Closing of Polls 7. Report of the Inspector of Elections 8. Adjournment of Formal Portion of the Annual Meeting 9. Report of the CEO, Paul Perrault 10.General Question and Answer Period

Brookline Bancorp, Inc. Annual Meeting of Stockholders "Success is not a destination. It is a journey."

Net Income Earnings Per Share Net Income (in thousands) 1st Q 2009 2nd Q 2009 3rd Q 2009 4th Q 2009 $0.06 $0.08 $0.09 $0.10 $0.11 $3,444 $4,678 $5,242 $5,836 $6,353 $0.05 $0.06 $0.07 $0.08 $0.09 $0.10 $0.11 $0.12

Net Interest Margin Net Interest Margin Net Interest Income (in millions) 1st Q 2009 2nd Q 2009 3rd Q 2009 4th Q 2009 3.00% 3.16%* 3.39%* 3.55%* 3.65%* $19.1 $20.2* $21.8 $22.6 $23.1 2.75% 3.00% 3.25% 3.50% 3.75% 4.00% * Excludes non-recurring interest income of $16.1 million.

Deposits (Dollars in Millions) March 31, 2010 $1,655 million December 31, 2008 $1,328 million Demand Checking NOW Accounts Savings Money Market Savings Certificates of Deposit $789 $89 $103 $99 $575 $786 $68 $86 $84 $304 48% 5% 6% 6% 35% 59% 5% 7% 6% 23%

Non-Performing Assets & Allowance for Loan Losses (Dollars in Thousands) Non-accrual loans Reposessed assets Total non-performing assets Allowance for loan losses Non-accrual loans as a percent of total loans Non-performing assets as a percent of total assets Allowance for loans losses as a percent of total loans March 31, 2010 December 31, 2009 December 31, 2008 $6,611 $6,233 $6,059 1,329 1,430 2,136 $7,940 $7,663 $8,195 $30,850 $31,083 $28,296 0.30% 0.29% 0.29% 0.30% 0.29% 0.31% 1.42% 1.44% 1.34%

Stockholders’ Equity & Performance Ratios 1st Q 2010 Year 2009 Year 2008 Stockholders' equity at end of period (in millions) Stockholders' equity to assets ratio at end of period Tangible equity to assets ratio at end of period Return on average stockholders' equity (A) Return on average assets (A) Efficiency ratio (B) (A) 1st quarter of 2010 is annualized (B) Non-interest expense divided by the total of net interest income and non-interest income (excluding securities gains (losses), prepayment penalities and other non-recurring items) $489.8 $487.3 $493.9 18.56% 18.63% 18.90% 17.11% 17.16% 17.39% 5.19% 3.94% 2.56% 0.97% 0.73% 0.51% 48.81% 50.32% 54.49%

Summary of Financial Ingredients for Success  • Strong capital • High asset quality • Core deposit growth • Solid net interest margin • Expense control

Brookline Bancorp, Inc. Annual Meeting of Stockholders "Success is not a destination. It is a journey."