<PAGE>

      As filed with the Securities and Exchange Commission on July 24, 2001

                                                Registration Statement No.: 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Commonwealth of Massachusetts    Ten Post Office Square          04-2976299
(STATE OF INCORPORATION)      Boston, Massachusetts 02109     (I.R.S. EMPLOYER
                                 (617) 912-1900              IDENTIFICATION NO.)
              (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
                           DEFERRED COMPENSATION PLAN
                            (FULL TITLE OF THE PLAN)
                       -----------------------------------

                    Timothy L. Vaill, Chief Executive Officer
                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
                             Ten Post Office Square
                              Boston, Massachusetts
                                 (617) 912-1900

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                               ------------------

                         CALCULATION OF REGISTRATION FEE

================================================================================

TITLE OF SECURITIES TO BE      PROPOSED MAXIMUM AGGREGATE         AMOUNT OF
     REGISTERED(1)                OFFERING PRICE(2)(3)         REGISTRATION FEE
--------------------------------------------------------------------------------
Deferred Compensation
Obligations                           $5,000,000                    $1,250
--------------------------------------------------------------------------------

--------------------

     (1) The deferred compensation plan obligations described herein are
unsecured obligations of Boston Private Financial Holdings, Inc. to pay
deferred compensation in the future in accordance with the terms of the
deferred compensation plan.

     (2) This estimate is made pursuant to Rule 457(h) under the Securities
Act of 1933, as amended, based on the estimated amount of compensation being
deferred under the plan. Estimated for purposes of calculating the
registration fee in accordance with Rule 457(o) under the Securities Act of
1933.

     (3) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement covers an indeterminate amount of
obligations to be offered or sold pursuant to the deferred compensation plan
described herein.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Incorporated by reference in this Registration Statement are the documents
listed in (a) and (b) below, which have previously been filed by Boston Private
Financial Holdings, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"):

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 2000, filed with the Commission on March 1, 2001, pursuant
         to the Exchange Act.

     (b) The Company's Definitive Proxy Statement on Form 14A filed
         March 9, 2001;

     In addition, all documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing of such
documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
superseded such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Under the Company's Nonqualified Deferred Compensation Plan (the "Plan"),
the Company will provide a select group of directors and highly compensated and
management employees of the Company (each a "Participant") the opportunity to
enter into agreements for the deferral of a specified percentage of their total
compensation. The securities being registered represent obligations (the
"Obligations") of the Company under such agreements to pay in the future to the
Participants in the Plan the value of the deferred compensation. The Obligations
may also represent amounts that the Company has elected to credit to a
Participant's account under the Plan.



<PAGE>


     Amounts credited to a Participant's account are credited with earnings
based on a notional investment measurement. The Obligations are payable in cash
upon retirement or the occurrence of a specified triggering event in a lump sum
distribution or in installments, at the election of the Participant made in
accordance with the Plan. There is no trading market for the Obligations.

     The Obligations are unsecured general obligations of the Company and rank
PARI PASSU with other unsecured and unsubordinated indebtedness of the Company.
The Obligations are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment or garnishment. Any
attempt by any person to transfer or assign benefits under the Plan other than a
claim for benefits by a Participant or his or her beneficiary(ies), will be null
and void.

     The amount of compensation deferred by each Participant is determined in
accordance with the Plan based upon elections by each Participant. The Plan
permits each Participant to elect to defer up to twenty-five percent (25%) of
his or her base compensation, in increments of one percent (1%) and up to
one-hundred percent (100%) of his or her incentive compensation, in increments
of five percent (5%). A Participant may irrevocably elect in his or her Plan to
defer compensation to retirement. The Company shall establish a retirement
subaccount on behalf of each Participant representing compensation deferred to
retirement and earnings thereon. A Participant may also irrevocably elect to
defer compensation to an in-service distribution date. For such purposes, the
Company shall establish an in-service subaccount within the Participant's
deferred compensation account to which deferrals relating to a particular
in-service distribution date, and earnings thereon, shall be credited. The
Obligations will be distributed by the Company in accordance with the Plan.

     The Plan shall be administered by the Company which shall act through its
Board of Directors. The Company shall have the right to make such rules and
regulations as it deems appropriate for the efficient administration of the
Plan, to construe and interpret the Plan, to decide all questions of eligibility
and to determine the amount and time of payments and awards hereunder to the
fullest extent provided by law and in its sole discretion; any interpretations
or decisions so made will be conclusive and binding on all persons having any
interest in the Plan.

     Neither the Company nor any individual acting as an employee or agent of
the Company shall be liable to any Participant or other person for any claim,
loss, liability or expense in connection with the Plan. The Company does not in
any way guarantee any Participant's deferred compensation account against loss
or depreciation, whether caused by poor investment performance, insolvency of a
deemed investment or by any other event or occurrence. In no event shall the
employees, officers, directors, or stockholders of the Company be liable to any
individual or entity on account of any claim arising by reason of the Plan
provisions or any instrument or instruments implementing its provisions, or for
the failure of any Participant, beneficiary or other individual or entity to be
entitled to any particular tax consequences with respect to the Plan or any
credit or payment under the Plan.

     The Company reserves the right, at any time, to amend or terminate the Plan
when, in the sole opinion of the Company, such amendment or termination is
advisable. However, no amendment or termination of the Plan shall directly or
indirectly reduce the balance of any deferred compensation account held as of
the effective date of such amendment or termination.

     The Obligations are not convertible into any other security of the Company.
No trustee has been appointed to take action with respect to the Obligations and
each Participant in the Plan will be responsible for enforcing his or own rights
with respect to the Obligations.


                                       2
<PAGE>


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company is a Massachusetts corporation. Reference is made to Chapter
156B, Section 13 of the Massachusetts Business Corporation Law (the "MBCL"),
which enables a corporation in its original articles of organization or an
amendment thereto to eliminate or limit the personal liability of a director for
monetary damages for violations of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
61 and 62 of the MBCL (providing for liability of directors for authorizing
illegal distributions and for making loans to directors, officers and certain
stockholders) or (iv) for any transaction from which a director derived an
improper personal benefit. The Company has adopted such provisions in its
Articles of Organization.

     Reference also is made to Chapter 156B, Section 67 of the MBCL, which
provides that a corporation may indemnify directors, officers, employees and
other agents and persons who serve at its request as directors, officers,
employees or other agents of another organization or who serve at its request in
any capacity with respect to any employee benefit plan, to the extent specified
or authorized by the Articles of Organization, a by-law adopted by the
stockholders or a vote adopted by the holders of a majority of the shares of
stock entitled to vote on the election of directors. Such indemnification may
include payment by the corporation of expenses incurred in defending a civil or
criminal action or proceeding in advance of the final disposition of such action
or proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under Section 67, which undertaking may be accepted without reference to the
financial ability of such person to make repayment. Any such indemnification may
be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan. No
indemnification shall be provided, however, for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan. The Company's
Articles of Organization provide for indemnification to the full extent
permitted under Section 67.

     The Company and its directors and officers currently carry liability
insurance.

ITEM 8.  EXHIBITS.

     The exhibits listed below represent a complete list of exhibits filed or
incorporated by reference as part of this Registration Statement.

     4.1    The Company's Deferred Compensation Plan.

     5.1    Legal opinion from Goodwin Procter LLP.

     23.1   Consent of KPMG LLP, as independent auditors.

     23.2   Consent of Goodwin Procter LLP (contained in the opinion filed as
            Exhibit 5.1 to this Registration Statement).

     24.1   Power of attorney (included in the signatory page to this
            Registration Statement).


                                       3
<PAGE>


ITEM 9.  UNDERTAKINGS

     (a) The undersigned Company hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to the Registration Statement:

               (i) To include any prospectus required by Section 10 (a) (3) of
          the Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective Registration
          Statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

               PROVIDED, HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii)
          of this Item 9 do not apply if the information required to be included
          in a post-effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the Commission by the
          Company pursuant to Section 13 or 15(d) of the Exchange Act that are
          incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such


                                       4
<PAGE>

indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on July 24,
2001.


                                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.


                                     By: /S/ TIMOTHY L. VAILL
                                         ------------------------------------
                                         Timothy L. Vaill
                                         Chairman of the Board of Directors and
                                         Chief Executive Officer of the Company


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Boston Private Financial Holdings, Inc., hereby severally
constitute Timothy L. Vaill and Walter M. Pressey and each of them singly, our
true and lawful attorneys with full power to them, and each of them singly, to
sign for us and in our names in the capacities indicated below and in such other
capacities as the undersigned may from time to time serve in the future, the
Registration Statement filed herewith and any and all amendments to said
Registration Statement, and generally to do all such things in our names and in
our capacities as officers and directors to enable Boston Private Financial
Holdings, Inc. to comply with the provisions of the Securities Act of 1933, and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.


                                       5
<PAGE>


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
         SIGNATURE                            TITLE                                               DATE
<S>                                           <C>                                                 <C>
     /S/ TIMOTHY L. VAILL                     Director, Chairman and Chief Executive Officer        7/24/01
----------------------------------------      (Principal Executive Officer)
Timothy L. Vaill

     /S/ WALTER M. PRESSEY                    Director, President and Chief Financial               7/24/01
----------------------------------------      Officer
Walter M. Pressey                             (Principal Financial Officer)

     /S/ EUGENE S. COLANGELO                  Director                                              7/24/01
----------------------------------------
Eugene S. Colangelo

     /S/ ALLEN SINAI                          Director                                              7/24/01
----------------------------------------
Allen Sinai

     /S/ ARTHUR J. BAUERNFEIND                Director                                              7/24/01
----------------------------------------
Arthur J. Bauernfeind

     /S/ PETER C. BENNETT                     Director                                              7/24/01
----------------------------------------
Peter C. Bennett

     /S/ C. MICHAEL HAZARD                    Director                                              7/24/01
----------------------------------------
C. Michael Hazard

     /S/ HERBERT S. ALEXANDER                 Director                                              7/24/01
----------------------------------------
Herbert S. Alexander

     /S/ LYNN THOMPSON HOFFMAN                Director                                              7/24/01
----------------------------------------
Lynn Thompson Hoffman

     /S/ RICHARD N. THIELEN                   Director                                              7/24/01
----------------------------------------
Richard N. Thielen

     /S/ CHARLES O. WOOD III                  Director                                              7/24/01
----------------------------------------
Charles O. Wood III
</TABLE>


                                       6
<PAGE>




                                  EXHIBIT INDEX


EXHIBIT
NUMBER        DESCRIPTION

   4.1        The Company's Deferred Compensation Plan.

   5.1        Legal opinion from Goodwin Procter LLP.

  23.1        Consent of KPMG LLP, as independent auditors.

  23.2        Consent of Goodwin Procter LLP (contained in the opinion filed as
              Exhibit 5.1 to this Registration Statement).

  24.1        Power of attorney (included in the signatory page to this
              Registration Statement).




                                       7
[{"type": "S-8", "sequence": "1", "filename": "a2054655zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23200}]
{"company-data": {"conformed-name": "BOSTON PRIVATE FINANCIAL HOLDINGS INC", "cik": "0000821127", "assigned-sic": "6022", "irs-number": "042976299", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65710", "film-number": "1686858"}, "business-address": {"street1": "10 POST OFFICE SQ", "city": "BOSTON", "state": "MA", "zip": "02109", "phone": "6175561900"}, "mail-address": {"street1": "10 POST OFFICE SQUARE", "city": "BOSTON", "state": "MA", "zip": "02109"}, "former-company": {"former-conformed-name": "BOSTON PRIVATE BANCORP INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on July 24, 2001

                                                Registration Statement No.: 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Commonwealth of Massachusetts    Ten Post Office Square          04-2976299
(STATE OF INCORPORATION)      Boston, Massachusetts 02109     (I.R.S. EMPLOYER
                                 (617) 912-1900              IDENTIFICATION NO.)
              (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
                           DEFERRED COMPENSATION PLAN
                            (FULL TITLE OF THE PLAN)
                       -----------------------------------

                    Timothy L. Vaill, Chief Executive Officer
                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
                             Ten Post Office Square
                              Boston, Massachusetts
                                 (617) 912-1900

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                               ------------------

                         CALCULATION OF REGISTRATION FEE

================================================================================

TITLE OF SECURITIES TO BE      PROPOSED MAXIMUM AGGREGATE         AMOUNT OF
     REGISTERED(1)                OFFERING PRICE(2)(3)         REGISTRATION FEE
--------------------------------------------------------------------------------
Deferred Compensation
Obligations                           $5,000,000                    $1,250
--------------------------------------------------------------------------------

--------------------

     (1) The deferred compensation plan obligations described herein are
unsecured obligations of Boston Private Financial Holdings, Inc. to pay
deferred compensation in the future in accordance with the terms of the
deferred compensation plan.

     (2) This estimate is made pursuant to Rule 457(h) under the Securities
Act of 1933, as amended, based on the estimated amount of compensation being
deferred under the plan. Estimated for purposes of calculating the
registration fee in accordance with Rule 457(o) under the Securities Act of
1933.

     (3) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement covers an indeterminate amount of
obligations to be offered or sold pursuant to the deferred compensation plan
described herein.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Incorporated by reference in this Registration Statement are the documents
listed in (a) and (b) below, which have previously been filed by Boston Private
Financial Holdings, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"):

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 2000, filed with the Commission on March 1, 2001, pursuant
         to the Exchange Act.

     (b) The Company's Definitive Proxy Statement on Form 14A filed
         March 9, 2001;

     In addition, all documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing of such
documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
superseded such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Under the Company's Nonqualified Deferred Compensation Plan (the "Plan"),
the Company will provide a select group of directors and highly compensated and
management employees of the Company (each a "Participant") the opportunity to
enter into agreements for the deferral of a specified percentage of their total
compensation. The securities being registered represent obligations (the
"Obligations") of the Company under such agreements to pay in the future to the
Participants in the Plan the value of the deferred compensation. The Obligations
may also represent amounts that the Company has elected to credit to a
Participant's account under the Plan.
Amounts credited to a Participant's account are credited with earnings
based on a notional investment measurement. The Obligations are payable in cash
upon retirement or the occurrence of a specified triggering event in a lump sum
distribution or in installments, at the election of the Participant made in
accordance with the Plan. There is no trading market for the Obligations.

     The Obligations are unsecured general obligations of the Company and rank
PARI PASSU with other unsecured and unsubordinated indebtedness of the Company.
The Obligations are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment or garnishment. Any
attempt by any person to transfer or assign benefits under the Plan other than a
claim for benefits by a Participant or his or her beneficiary(ies), will be null
and void.

     The amount of compensation deferred by each Participant is determined in
accordance with the Plan based upon elections by each Participant. The Plan
permits each Participant to elect to defer up to twenty-five percent (25%) of
his or her base compensation, in increments of one percent (1%) and up to
one-hundred percent (100%) of his or her incentive compensation, in increments
of five percent (5%). A Participant may irrevocably elect in his or her Plan to
defer compensation to retirement. The Company shall establish a retirement
subaccount on behalf of each Participant representing compensation deferred to
retirement and earnings thereon. A Participant may also irrevocably elect to
defer compensation to an in-service distribution date. For such purposes, the
Company shall establish an in-service subaccount within the Participant's
deferred compensation account to which deferrals relating to a particular
in-service distribution date, and earnings thereon, shall be credited. The
Obligations will be distributed by the Company in accordance with the Plan.

     The Plan shall be administered by the Company which shall act through its
Board of Directors. The Company shall have the right to make such rules and
regulations as it deems appropriate for the efficient administration of the
Plan, to construe and interpret the Plan, to decide all questions of eligibility
and to determine the amount and time of payments and awards hereunder to the
fullest extent provided by law and in its sole discretion; any interpretations
or decisions so made will be conclusive and binding on all persons having any
interest in the Plan.

     Neither the Company nor any individual acting as an employee or agent of
the Company shall be liable to any Participant or other person for any claim,
loss, liability or expense in connection with the Plan. The Company does not in
any way guarantee any Participant's deferred compensation account against loss
or depreciation, whether caused by poor investment performance, insolvency of a
deemed investment or by any other event or occurrence. In no event shall the
employees, officers, directors, or stockholders of the Company be liable to any
individual or entity on account of any claim arising by reason of the Plan
provisions or any instrument or instruments implementing its provisions, or for
the failure of any Participant, beneficiary or other individual or entity to be
entitled to any particular tax consequences with respect to the Plan or any
credit or payment under the Plan.

     The Company reserves the right, at any time, to amend or terminate the Plan
when, in the sole opinion of the Company, such amendment or termination is
advisable. However, no amendment or termination of the Plan shall directly or
indirectly reduce the balance of any deferred compensation account held as of
the effective date of such amendment or termination.

     The Obligations are not convertible into any other security of the Company.
No trustee has been appointed to take action with respect to the Obligations and
each Participant in the Plan will be responsible for enforcing his or own rights
with respect to the Obligations.

                                       2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company is a Massachusetts corporation. Reference is made to Chapter
156B, Section 13 of the Massachusetts Business Corporation Law (the "MBCL"),
which enables a corporation in its original articles of organization or an
amendment thereto to eliminate or limit the personal liability of a director for
monetary damages for violations of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
61 and 62 of the MBCL (providing for liability of directors for authorizing
illegal distributions and for making loans to directors, officers and certain
stockholders) or (iv) for any transaction from which a director derived an
improper personal benefit. The Company has adopted such provisions in its
Articles of Organization.

     Reference also is made to Chapter 156B, Section 67 of the MBCL, which
provides that a corporation may indemnify directors, officers, employees and
other agents and persons who serve at its request as directors, officers,
employees or other agents of another organization or who serve at its request in
any capacity with respect to any employee benefit plan, to the extent specified
or authorized by the Articles of Organization, a by-law adopted by the
stockholders or a vote adopted by the holders of a majority of the shares of
stock entitled to vote on the election of directors. Such indemnification may
include payment by the corporation of expenses incurred in defending a civil or
criminal action or proceeding in advance of the final disposition of such action
or proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under Section 67, which undertaking may be accepted without reference to the
financial ability of such person to make repayment. Any such indemnification may
be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan. No
indemnification shall be provided, however, for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan. The Company's
Articles of Organization provide for indemnification to the full extent
permitted under Section 67.

     The Company and its directors and officers currently carry liability
insurance.

ITEM 8.  EXHIBITS.

     The exhibits listed below represent a complete list of exhibits filed or
incorporated by reference as part of this Registration Statement.

     4.1    The Company's Deferred Compensation Plan.

     5.1    Legal opinion from Goodwin Procter LLP.

     23.1   Consent of KPMG LLP, as independent auditors.

     23.2   Consent of Goodwin Procter LLP (contained in the opinion filed as
            Exhibit 5.1 to this Registration Statement).

     24.1   Power of attorney (included in the signatory page to this
            Registration Statement).

                                       3
ITEM 9.  UNDERTAKINGS

     (a) The undersigned Company hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to the Registration Statement:

               (i) To include any prospectus required by Section 10 (a) (3) of
          the Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective Registration
          Statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

               PROVIDED, HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii)
          of this Item 9 do not apply if the information required to be included
          in a post-effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the Commission by the
          Company pursuant to Section 13 or 15(d) of the Exchange Act that are
          incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such

                                       4
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on July 24,
2001.

                                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

                                     By: /S/ TIMOTHY L. VAILL
                                         ------------------------------------
                                         Timothy L. Vaill
                                         Chairman of the Board of Directors and
                                         Chief Executive Officer of the Company

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Boston Private Financial Holdings, Inc., hereby severally
constitute Timothy L. Vaill and Walter M. Pressey and each of them singly, our
true and lawful attorneys with full power to them, and each of them singly, to
sign for us and in our names in the capacities indicated below and in such other
capacities as the undersigned may from time to time serve in the future, the
Registration Statement filed herewith and any and all amendments to said
Registration Statement, and generally to do all such things in our names and in
our capacities as officers and directors to enable Boston Private Financial
Holdings, Inc. to comply with the provisions of the Securities Act of 1933, and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

                                       5
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                            TITLE                                               DATE
/S/ TIMOTHY L. VAILL                     Director, Chairman and Chief Executive Officer        7/24/01
----------------------------------------      (Principal Executive Officer)
Timothy L. Vaill

     /S/ WALTER M. PRESSEY                    Director, President and Chief Financial               7/24/01
----------------------------------------      Officer
Walter M. Pressey                             (Principal Financial Officer)

     /S/ EUGENE S. COLANGELO                  Director                                              7/24/01
----------------------------------------
Eugene S. Colangelo

     /S/ ALLEN SINAI                          Director                                              7/24/01
----------------------------------------
Allen Sinai

     /S/ ARTHUR J. BAUERNFEIND                Director                                              7/24/01
----------------------------------------
Arthur J. Bauernfeind

     /S/ PETER C. BENNETT                     Director                                              7/24/01
----------------------------------------
Peter C. Bennett

     /S/ C. MICHAEL HAZARD                    Director                                              7/24/01
----------------------------------------
C. Michael Hazard

     /S/ HERBERT S. ALEXANDER                 Director                                              7/24/01
----------------------------------------
Herbert S. Alexander

     /S/ LYNN THOMPSON HOFFMAN                Director                                              7/24/01
----------------------------------------
Lynn Thompson Hoffman

     /S/ RICHARD N. THIELEN                   Director                                              7/24/01
----------------------------------------
Richard N. Thielen

     /S/ CHARLES O. WOOD III                  Director                                              7/24/01
----------------------------------------
Charles O. Wood III
6
EXHIBIT INDEX

EXHIBIT
NUMBER        DESCRIPTION

   4.1        The Company's Deferred Compensation Plan.

   5.1        Legal opinion from Goodwin Procter LLP.

  23.1        Consent of KPMG LLP, as independent auditors.

  23.2        Consent of Goodwin Procter LLP (contained in the opinion filed as
              Exhibit 5.1 to this Registration Statement).

  24.1        Power of attorney (included in the signatory page to this
              Registration Statement).

                                       7