10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2007.

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                .

Commission File Number 000-51194

Benjamin Franklin Bancorp, Inc.

(Exact name of Registrant as specified in its Charter)

Massachusetts
(State of incorporation) 04-3336598
(I.R.S. Employer Identification No.)

P.O. Box 309
58 Main Street
Franklin, Massachusetts 02038-0309
(508) 528-7000
(Address and telephone number of principal executive offices)

securities registered pursuant to section 12(b) of the act:

Title of Each Class	Name of Each Exchange on which Registered
Common Stock, no par value	NASDAQ Global Select Market

securities registered pursuant to section 12(g) of the act:
None

          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

          Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes o No þ

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

          Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     As of June 30, 2007, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $93,746,600 based on the closing sale price as reported on the National Association of Securities Dealers Automated Quotation System National Market System.

          Shares outstanding of the registrant’s common stock (no par value) at March 15, 2008: 7,670,572.

DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the Proxy Statement for the annual meeting of stockholders to be held on May 8, 2008, which is expected to be filed not later than 120 days after the registrant’s fiscal year ended December 31, 2007, are incorporated by reference into Part III of Form 10-K.

TABLE OF CONTENTS

EXPLANATORY NOTE
PART IV
	Item 15. Exhibits and Financial Statement Schedules
SIGNATURES
Annual Report on Form 10-K/A for the Year Ended December 31, 2007
Exhibits Filed Herewith
EX-23.1 Consent of Parent, McLaughlin & Nangle, CPA's
EX-31.1 Certification of Chief Executive Officer
EX-31.2 Certification of Chief Financial Officer
EX-32.1 Certification of Chief Executive Officer pursuant to Section 906
EX-32.2 Certification of Chief Financial Officer pursuant to Section 906

EXPLANATORY NOTE

     Pursuant to General Instruction F of Form 10-K and Rule 15d-21 under the Securities Exchange Act of 1934, this Amendment No. 1 to Form 10-K is being filed by Benjamin Franklin Bancorp, Inc. (the “Registrant”) for the sole purpose of furnishing to the Securities and Exchange Commission (the “Commission”) the information and documents required by Rule 15d-21 with respect to the Savings Banks Employees Retirement Association 401(k) Plan as adopted by Benjamin Franklin Bank (the “Plan”). The Plan is subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended.

     No amendment of any kind is being made to any Item of the Registrant’s Annual Report on Form 10-K for the Year Ended December 31, 2007, including without limitation Item 8, “Financial Statements and Supplementary Schedules,” and Item 9A, “Controls and Procedures.”

     The information and documents required by Rule 15d-21, consisting of the financial statements of the Plan required by Form 11-K and the report thereon provided by Parent, McLaughlin & Nangle CPAs (collectively, the “Furnished Information”), appear on the following pages. Pursuant to Rule 15d-21, the Furnished Information is not deemed filed with the Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of this Amendment No. 1 to Form 10-K, irrespective of any general incorporation language contained in such filing).

SAVINGS BANKS EMPLOYEES RETIREMENT
ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK

FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

(With Independent Auditor’s Report Thereon)

TABLE OF CONTENTS

	Page
INDEPENDENT AUDITOR’S REPORT		1
FINANCIAL STATEMENTS:
Statements of net assets available for benefits		2
Statements of changes in net assets available for benefits		3
Notes to financial statements		4-11
SUPPLEMENTAL SCHEDULES:		12
Line 4i — Schedule of assets (held at end of year)		13
Line 4i — Schedule of assets (acquired and disposed of within year)		14

INDEPENDENT AUDITOR’S REPORT

BOARD OF TRUSTEES
SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION

We have audited the accompanying statements of net assets available for benefits of the Savings Banks Employees Retirement Association 401(k) Plan as adopted by Benjamin Franklin Bank as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Savings Banks Employees Retirement Association 401(k) Plan as adopted by Benjamin Franklin Bank as of December 31, 2007 and 2006 and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2007, and assets (acquired and disposed of within year) for the year ended December 31, 2007 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

Certified Public Accountants 

     June 27, 2008

-1-

SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

	December 31,
	2007		2006
INVESTMENT IN SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION COMMON/ COLLECTIVE TRUST, at fair value	$	10,646,239	$	10,239,462
PARTICIPANT LOANS		262,781		244,891
NET ASSETS AVAILABLE FOR BENEFITS	$	10,909,020	$	10,484,353

The accompanying notes are an integral part of the financial statements.

-2-

SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

	Year Ended December 31,
	2007		2006
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net investment gain from investment in Savings Banks Employees Retirement Association Common/Collective Trust	$	94,505	$	1,149,598
Interest income — participant loans		19,331		13,042
		113,836		1,162,640
Contributions:
Employer’s		475,954		435,102
Participants’		654,529		602,732
Participant rollovers		56,619		47,386
		1,187,102		1,085,220
Total additions		1,300,938		2,247,860
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants		863,191		719,449
Deemed distributions of participant loans		13,080		17,828
Total deductions		876,271		737,277
NET INCREASE		424,667		1,510,583
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year		10,484,353		7,750,782
Transfer of assets to this plan		—		1,222,988
End of year	$	10,909,020	$	10,484,353

The accompanying notes are an integral part of the financial statements.

-3-

SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

A.	Description of the Plan:
	The following description of the Savings Banks Employees Retirement Association (“SBERA”) 401(k) Plan as adopted by Benjamin Franklin Bank (the “Bank”) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan’s provisions.

General:

The Plan is part of the SBERA Common/Collective Trust (the “Trust”). Under the trust agreement, the Plan owns a portion of the net assets of the Trust. Within the Trust, each Plan’s assets are jointly invested and the return on the assets is allocated to each Plan based on the percentage of ownership each Plan has in the Trust’s net assets. Contributions made to and benefits paid from the Trust for the Plan result in increases or decreases in the Plan’s ownership percentage in the net assets of the Trust. The Plan is a defined contribution plan covering substantially all employees of the Bank. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Eligibility:

To become eligible for participation, an employee must be at least age 21 and have completed three months of service.

Contributions:

Each year, participants may contribute up to 75% of their eligible compensation, not to exceed certain limits established under the Internal Revenue Code.

The Bank may match a portion of the participant’s contributions.

Participant accounts:

Each participant’s account is credited with the participant’s contribution and an allocation of (a) the Bank’s contributions and (b) Plan earnings. Allocations are based on participant’s earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

-4-

SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006
(continued)

A. Description of the Plan — (continued):

Investments:

Participants direct the investment of their contributions and Bank matching contributions into various investment options offered by the Plan. Participants may change their choice of investments or transfer their account balances from one fund to another at any time during the year. The Plan currently offers the following investment options to participants:

Equity Account:

This Account seeks to provide capital appreciation through a professionally managed, diversified portfolio of domestic and international stocks.

Index 500 Account:

This Account attempts to provide investment results that parallel the performance of the Standard & Poor’s 500 Composite Stock Price Index.

Small Cap Growth Account:

This Account seeks long-term growth by investing primarily in common stocks of small to medium sized companies that the investment managers believe have a potential for capital appreciation significantly greater than that of the market averages.

International Equity Account:

This Account seeks to provide long-term capital appreciation by investing in foreign equity securities.

Small Cap Value Account:

This Account utilizes a highly disciplined, bottom-up value approach to investing. This process is intended to generate excess returns primarily through stock selection.

-5-

SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006
(continued)

A. Description of the Plan — (continued):

Investments — (continued):

Large Cap Value Account:

This Account’s investment philosophy combines detailed fundamental research, bottom-up stock selection and portfolio construction, and disciplined management of portfolio volatility to achieve strong risk-adjusted returns over full market cycles.

Large Cap Growth Account:

This Account uses a highly disciplined, mathematical investment strategy designed to seek long-term returns in excess of the target benchmark, while reducing the risk of significant under performance.

Life Path Accounts:

These Accounts are intended for participants who would rather leave their 401(k) account asset allocation decisions to a professional investment manager. Each Account utilizes a predetermined mix of specific asset classes with frequent re-balancing back to the fund’s target allocation.

All Asset Account:

The objective of the All Asset Account is to produce returns which are 5% above the Consumer Price Index (CPI). The strategy is designed as a “fund of funds” that allocates its assets among a group of PIMCO funds. The All Asset Account rebalances among the funds as real return values shift in the market.

The SBERA Account:

The SBERA Account is designed to provide results that parallel the performance of the SBERA Defined Benefit Plan Assets. Given this objective, the Account is expected to provide investors with long-term growth of capital and income. The SBERA Account provides investors with great diversification and significantly less risk than a more concentrated portfolio.

-6-

SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006
(continued)

A. Description of the Plan — (continued):

Investments — (continued):

Money Market Account:

This Account seeks to provide income consistent with the preservation of principal. This Account invests solely in U.S. Treasury or agency obligations with maturities of six months or less.

Certificate of Deposit:

The Bank makes available a certificate of deposit of the Bank as an investment option for 401(k) participants.

Bond Account:

This Account seeks to provide a real rate of return after inflation with a high degree of stability and low volatility. The Bond Account is invested in U.S. Government and other investment grade fixed income debt. The fund aims to match the performance of the Lehman Brothers Aggregate Bond Index, the most widely recognized benchmark for U.S. debt.

Bank Shares:

Participants may allocate any portion of their contributions to purchase common shares of Benjamin Franklin Bancorp, Inc., the parent company of Benjamin Franklin Bank. Participants are subject to restrictions on trading during blackout periods and other reporting requirements of the Securities and Exchange Commission. Investments in Benjamin Franklin Bancorp, Inc. common stock amounted to $1,748,429 and $1,881,586 at December 31, 2007 and 2006, respectively.

Vesting:

Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Bank’s contribution portion of their accounts plus earnings thereon is also vested immediately.

-7-

SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006
(continued)

A. Description of the Plan — (continued):

Payment of benefits:

On termination of service due to death, disability or retirement, a participant may elect to receive an amount equal to the value of the participant’s vested interest in his or her account in either a lump-sum amount or in annual installments. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution.

Hardship withdrawals:

The Plan allows participants to make hardship withdrawals, provided certain conditions are met.

B. Summary of Significant Accounting Policies:

Basis of accounting:

The accompanying financial statements have been prepared on the accrual basis of accounting.

Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.

Investment valuation and income recognition:

Investments consist of assets held in the Savings Banks Employees Retirement Association Common/Collective Trust, and are valued substantially at their fair value. The Trust reports bonds and other obligations, short-term investments and equity securities at fair values based on published quotations. Interest and earned dividends are recorded on the accrual basis. Reinvested interest and dividends on investment funds are included in unrealized gains and losses at the Trust level. Purchases and sales of investments are recorded on a trade date basis. Gains or losses on investments sold are calculated using the average cost method.

-8-

SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006
(continued)

B. Summary of Significant Accounting Policies — (continued):

Benefit payments:

Benefits are recorded when paid.

C.	Investment:
	The Plan owned approximately 1.20% and 1.23% of the fair value of the Trust’s net assets at December 31, 2007 and 2006. The unaudited financial statements of the Trust as a whole at December 31, follow:

	2007		2006
Assets:
Investments:
Collective funds:
Fixed income	$	112,537,567	$	103,303,365
Equity		302,066,398		260,883,237
Diversified		50,098,266		39,471,384
Short-term investments		72,850,371		94,721,925
Total collective funds		537,552,602		498,379,911
Equity securities		271,766,925		272,664,821
Mutual funds		66,167,928		60,506,510
Certificates of deposits		3,243,359		3,516,058
Loans to 401(k) plan participants		10,049,984		8,671,507
Total investments		888,780,798		843,738,807
Cash		17,873,906		8,525,257
Other assets		1,732,617		990,120
Total assets		908,387,321		853,254,184
Liabilities:
Accrued operating and other expenses		1,307,350		1,351,278
Net assets available for benefits	$	907,079,971	$	851,902,906

-9-

SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006
(continued)

C.	Investment — (continued):
	Trust investment income for the years ended December 31 was comprised of:

	2007			2006
Investment income:
Net realized gains on investments	$	40,084,542		$	24,359,627
Interest and dividends		10,004,963			8,459,194
Unrealized appreciation of investments		4,540,051			68,894,262
Total investment income		54,629,556			101,713,083
Administrative expenses		(2,529,153	)		(3,619,764	)
Total Trust net investment income	$	52,100,403		$	98,093,319

D.	Related Party Transactions:
	Northeast Retirement Services (NRS), a related party through a common Board of Directors, provides consulting, recordkeeping and other services in connection with the administration of the 401(k) plan for the Savings Banks Employees Retirement Association (SBERA). The costs associated with these services are funded by an assessment on each SBERA employer member on a quarterly basis for their proportionate share. In 2007 the rate for the 401(k) plan was $679.50 per employer member per quarter, plus $18.50 per active participant per quarter, plus an additional 1.25% basis assessment on assets. In 2006, the rate for the 401(k) plan was $625 per employer member per quarter, plus $16 per active participant per quarter, plus an additional 1.25% basis assessment on assets.
E.	Tax Status:
	The Savings Banks Employee Retirement Association (SBERA) 401(k) Plan is a Prototype Plan which was approved by the Internal Revenue Service on February 14, 2002. The Plan Administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code.

-10-

SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006
(continued)

F.	Plan Termination:
	Although it has not expressed any intent to do so, the Bank has the right under the Plan to discontinue its contribution at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. Any unallocated assets of the Plan shall be allocated to participant accounts and distributed in such a manner as the Bank may determine.
G.	Assets Allocated to Withdrawn Participants:
	The statements of net assets available for benefits at December 31, 2007 and 2006 includes $2,481,824 and $1,702,948, respectively, allocated to participants who were no longer employees of the Bank.
H.	Risks and Uncertainties:
	The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
I.	Transfer of Net Assets to Plan:
	As a result of a merger between Benjamin Franklin Bank and another bank, the net assets of the merged bank’s qualified defined contribution plan, amounting to $1,222,988, were transferred to this plan as of March 16, 2006.

-11-

SUPPLEMENTAL SCHEDULES

-12-

SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK

SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT YEAR END)

AS OF DECEMBER 31, 2007

(b)	(c)			(e)
Identity of	Investment	(d)		Current
Party	Description	Cost		Value
* The Savings Banks	The Savings Banks Employees
Employees Retirement	Retirement Association
Association	Common/Collective Trust	$	9,118,449	$	10,646,239
Participant Loans	Interest rates ranging
	from 5.0% to 9.25%		-0-		262,781
				$	10,909,020

* Party in interest to the Plan

-13-

SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN
AS ADOPTED BY BENJAMIN FRANKLIN BANK

SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (ACQUIRED
AND DISPOSED OF WITHIN YEAR)

FOR THE YEAR ENDED DECEMBER 31, 2007

(a)	(b)	(c)		(d)
Identity of Issuer, Borrower	Investment	Cost of		Proceeds of
Lessor of Similar Party	Description	Acquisitions		Dispositions
Participant Loans	Notes with 5.0% to 9.25% interest rates	$	-0-	$	-0-

-14-

PART IV

Item 15. Exhibits and Financial Statement Schedules.

     (a) Exhibits

Exhibit No.	Description	Footnotes
23.1	Consent of Parent, McLaughlin & Nangle, Certified Public Accountants, Inc., independent registered public accounting firm		1
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		1
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		1
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		1
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		1

1. Filed herewith

-15-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, Benjamin Franklin Bancorp, Inc. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Benjamin Franklin Bancorp, Inc.
Date: June 30, 2008	By:	/s/ Claire S. Bean
		Claire S. Bean
		Treasurer and Chief Financial Officer

-16-

Benjamin Franklin Bancorp, Inc.

Annual Report on Form 10-K/A for the Year Ended December 31, 2007
Exhibits Filed Herewith

Exhibit
Number	Description
23.1	Consent of Parent, McLaughlin & Nangle, Certified Public Accountants, Inc., independent registered public accounting firm.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

-17-

EX-23.1

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-123882) pertaining to the Savings Banks Employees Retirement Association 401(k) Plan as adopted by Benjamin Franklin Bank, of our report dated June 27, 2008, with respect to the financial statements and schedules of the Savings Banks Employees Retirement Association 401(k) Plan as adopted by Benjamin Franklin Bank, included in this Annual Report for the years ended December 31, 2007 and 2006.

/s/ Parent, McLaughlin & Nangle  

Certified Public Accountants, Inc. 

June 27, 2008
Boston, MA

-19-

EX-31.1

Exhibit 31.1

CERTIFICATION
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Thomas R. Venables, certify that:

1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Benjamin Franklin Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: June 30, 2008

/s/ Thomas R. Venables Thomas R. Venables

Chief Executive Officer

-20-

EX-31.2

Exhibit 31.2

CERTIFICATION
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Claire S. Bean, certify that:

1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Benjamin Franklin Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: June 30, 2008

/s/ Claire S. Bean Claire S. Bean

Chief Financial Officer

21

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with Amendment No. 1 to the Annual Report on Form 10-K of Benjamin Franklin Bancorp, Inc. (the “Company”) for the Year Ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas R. Venables Thomas R. Venables

Chief Executive Officer

Date: June 30, 2008

-22-

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with Amendment No. 1 to the Annual Report on Form 10-K of Benjamin Franklin Bancorp, Inc. (the “Company”) for the Year Ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Financial Officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Claire S. Bean Claire S. Bean

Chief Financial Officer

Date: June 30, 2008

-23-