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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                                   FORM 15


Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                       COMMISSION FILE NUMBER: 0-13795

                              THE BOSTON BANCORP
            (Exact name of registrant as specified in its charter)


    460 WEST BROADWAY, SOUTH BOSTON, MASSACHUSETTS 02127-0025   (617)268-2500
        (Address, including zip code, and telephone number, including
           area code, of registrant's principal executive offices)


                    COMMON STOCK $1.00 PAR VALUE PER SHARE
           (Title of each class of securities covered by this Form)


                                     NONE
     (Titles of all other classes of securities for which a duty to file
                reports under section 13(a) or 15(d) remains)


      Please place an X in the box(es) to designate the appropriate rule
 provision(s) relied upon to termination or suspend the duty to file reports:

  
   Rule 12g-4(a)(1)(i)    /X/              Rule 12h-3(b)(1)(ii)    / /  
   Rule 12g-4(a)(1)(ii)   / /              Rule 12h-3(b)(2)(i)     / /  
   Rule 12g-4(a)(2)(i)    / /              Rule 12h-3(b)(2)(ii)    / /  
   Rule 12g-4(a)(2)(ii)   / /              Rule 15d-6              /X/  
   Rule 12h-3(b)(1)(i)    /X/  
                             

Approximate number of holders of record as of the certification or notice date:
                                     ONE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
        The Boston Bancorp has caused this certification/notice to be
        signed on its behalf by the undersigned duly authorized person.



                                                THE BOSTON BANCORP


DATE: July 30, 1996                             By: /s/ Merrily S. Gerrish
                                                    --------------------------
                                                    Merrily S. Gerrish
                                                    Assistant Clerk