8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 4, 2005

BENJAMIN FRANKLIN BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

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

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

Registrant’s telephone number, including area code (508) 528-7000

Benjamin Franklin Bancorp, M.H.C.

(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):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.01. Completion of Acquisition or Disposition of Assets.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
Ex-99.1 Press release dated April 5, 2005

Item 2.01. Completion of Acquisition or Disposition of Assets.

     On April 4, 2005, Benjamin Franklin Bancorp, Inc. completed its acquisition of Chart Bank, A Cooperative Bank. The acquisition was accomplished pursuant to an Agreement and Plan of Merger dated as of September 1, 2004 through the merger of Chart Bank with and into Benjamin Franklin Bank, a wholly owned subsidiary of Benjamin Franklin Bancorp. Immediately prior to the merger, Benjamin Franklin Bancorp converted from a mutual to a stock corporation and completed its related stock offering, pursuant to which it issued 5,977,419 shares of its common stock (including 400,000 shares it contributed to the Benjamin Franklin Bank Charitable Foundation).

     Pursuant to the merger agreement, each outstanding share of Chart Bank common stock, par value $1.00 per share, was converted into the right to receive 3.075 shares of Benjamin Franklin Bancorp common stock, no par value, or $30.75 in cash, subject to election and allocation procedures intended to ensure that, in the aggregate, 55% of Chart Bank’s shares were exchanged for Benjamin Franklin Bancorp stock and 45% were exchanged for cash. The conversion of Benjamin Franklin Bancorp to a stock corporation generated capital to pay the cash portion of the consideration to the holders of Chart Bank common stock and also made it possible for Benjamin Franklin Bancorp to issue shares of stock. The aggregate consideration for the Chart Bank acquisition was $21,392,960 in cash (including amounts paid to cash out outstanding Chart Bank stock options, and net of amounts received by Chart Bank upon the exercise of stock options prior to the merger) and 2,511,479 shares of Benjamin Franklin Bancorp, Inc. common stock.

Item 9.01. Financial Statements and Exhibits.

     (a) Financial Statements of Business Acquired.

     We intend to file by amendment the required historical financial statements for Chart Bank not later than 71 calendar days after the date that this Form 8-K must be filed.

     (b) Pro Forma Financial Information.

     We intend to file by amendment the required pro forma financial statements reflecting the acquisition of Chart Bank not later than 71 calendar days after the date that this Form 8-K must be filed.

     (c) Exhibits.

Number		Title
	2.1	Agreement and Plan of Merger dated as of September 1, 2004 (incorporated by reference from Benjamin Franklin Bancorp’s Registration Statement on Form S-1, No. 333-121154, filed on December 10, 2004)
	99.1	Press release dated April 5, 2005

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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: April 7, 2005	By:	/s/ Claire S. Bean
		Claire S. Bean
		Executive Vice President, Chief Financial Officer and Treasurer

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Exhibit Index

Number		Title
	2.1	Agreement and Plan of Merger dated as of September 1, 2004 (incorporated by reference from Benjamin Franklin Bancorp’s Registration Statement on Form S-1, No. 333-121154, filed on December 10, 2004)
	99.1	Press Release dated April 5, 2005

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EX-99.1

Exhibit 99.1

Benjamin Franklin Bancorp Completes Chart Bank Acquisition and Stock Offering and Conversion

FRANKLIN, Mass.—April 5, 2005—Benjamin Franklin Bancorp, Inc. (the “Company” or “Benjamin Franklin”) (Nasdaq: BFBC — News), the bank holding company for Benjamin Franklin Bank, announced today that it completed its acquisition of Chart Bank, a Cooperative Bank after the close of business on April 4, 2005. The Company also completed its mutual-to-stock conversion and related stock offering on April 4, 2005, just prior to the completion of the Chart Bank acquisition. The Company’s stock began trading today, April 5, 2005, on the Nasdaq National Market, under the symbol “BFBC”.

Thomas R. Venables, President and Chief Executive Officer of Benjamin Franklin Bancorp and Benjamin Franklin Bank, stated “The acquisition of Chart Bank and the completion of our conversion and stock offering make this a great day in the history of the Company. With great excitement, we welcome Chart Bank’s customers to Benjamin Franklin, and look forward to providing them diverse, competitive products and exceptional service that will meet all of their financial services needs.”

At December 31, 2004, Benjamin Franklin Bancorp had $517.4 million in total assets. As a result of the conversion offering and the Chart Bank acquisition, the Company will have total assets in excess of $800 million, total deposits in excess of $600 million and total equity of more than $100 million (in each case on a pro forma basis, based on data as of December 31, 2004). As a result of its merger with Chart Bank, Benjamin Franklin Bank will operate from 9 banking locations: Bellingham, Foxboro, Franklin (2), Medfield, Milford, Newton and Waltham (2).

Certain statements herein constitute “forward-looking statements” and actual results may differ from those contemplated by these statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the businesses in which Benjamin Franklin Bancorp is engaged and changes in the securities market.

Contact:

Benjamin Franklin Bancorp, Inc.
Claire S. Bean, 508-528-7000 x363