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):July 29, 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

(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))

Item 8.01.  Other Events

On July 28, 2005, Benjamin Franklin Bancorp, Inc. declared a quarterly dividend of $.03 per share of common stock. The dividend will be paid on August 26, 2005 to shareholders of record as of the close of business August 12, 2005.

Item 9.01.  Financial Statements and Exhibits

          (c) Exhibits.

                    99.1   Press release dated July 28, 2005

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: July 29, 2005	By:	/s/ Claire S. Bean
		Claire S. Bean
		Chief Financial Officer and Treasurer (Principal Financial Officer)

EX-99.1

Exhibit 99.1

Press Release

For Immediate Release
Contact: Claire S. Bean, Executive Vice President and Chief Financial Officer
1-508-528-7000 x363

Benjamin Franklin Bancorp Declares Dividend

FRANKLIN, MASSACHUSETTS (July 28, 2005): Benjamin Franklin Bancorp, Inc. (the “Company” or “Benjamin Franklin”) (Nasdaq: BFBC), the bank holding company for Benjamin Franklin Bank, today announced that its Board of Directors declared a quarterly cash dividend of $0.03 per common share. This dividend will be payable August 26, 2005 to stockholders of record as of the close of business on August 12, 2005.

Thomas R. Venables, President/CEO of Benjamin Franklin stated “We are pleased to provide to our shareholders our first quarterly dividend since completing our mutual-to-stock conversion. The Board of Directors intends to continue to pay a dividend on a quarterly basis, subject however to a periodic review of the Company’s earnings, capital requirements, financial condition and any other factors considered relevant by the Board.”

Benjamin Franklin, an $863.8 million financial services provider of traditional deposit, credit and investment products, currently operates 9 full-service branches in the greater Boston area.

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. The Company disclaims any intent or obligation to update any forward-looking statements, whether in response to new information, future events or otherwise.