<PAGE>




    As filed with the Securities and Exchange Commission on November 28, 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)

                             Ten Post Office Square
                           Boston, Massachusetts 02109

      Massachusetts                 (617) 912-1900                 04-2976299
(STATE OF INCORPORATION)       (ADDRESS OF REGISTRANT'S       (I.R.S. EMPLOYER
                             PRINCIPAL EXECUTIVE OFFICES)    IDENTIFICATION NO.)

    BOSTON PRIVATE FINANCIAL HOLDINGS, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
      BOSTON PRIVATE FINANCIAL HOLDINGS, INC. 1997 LONG-TERM INCENTIVE PLAN
                            (FULL TITLE OF THE PLANS)

                    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)

                                 With copy to:
                             William P. Mayer, Esq.
                              Andrew F. Viles, P.C.
                               Goodwin Procter LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
                                                      Proposed Maximum     Proposed Maximum
  Title of Securities          Amounts to be         Offering Price Per   Aggregate Offering       Amount of
    Being Registered           Registered (1)             Share (2)              Price         Registration Fee
-----------------------   ------------------------   ------------------   ------------------   -----------------
<S>                       <C>                        <C>                  <C>                  <C>
Common Stock, par value    3,000,000 shares (3)           $20.025             $60,075,000          $15,018.75
    $1.00 per share
                           300,000 shares (4)             $20.025             $ 6,007,500          $1,501.875
================================================================================================================
</TABLE>

(1)  This registration statement also relates to such indeterminate number of
     additional shares of Common Stock, par value $1.00 per share, of Boston
     Private Financial Holdings, Inc. ("Common Stock") as may be required
     pursuant to the Boston Private Financial Holdings, Inc. 2001 Employee Stock
     Purchase Plan, as amended and restated (the "Employee Stock Purchase
     Plan"), and the Boston Private Financial Holdings, Inc. 1997 Long-Term
     Incentive Plan (the "Long-Term Incentive Plan" and, together with the
     Employee Stock Purchase Plan, the "Plans") in the event of a stock
     dividend, reverse stock split, split-up, recapitalization, forfeiture of
     stock under the Plans or other similar event.

(2)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
     Act of 1933, as amended (the "Securities Act") solely for the purposes of
     determining the amount of the registration fee. The registration fee is
     based upon the average of the high and low sales prices for a share of
     Common Stock on November 26, 2001, as reported on the Nasdaq National
     Market.

(3)  This registration statement relates to 3,000,000 shares of Common Stock
     that may be issued upon the exercise of options issued under the Long-Term
     Incentive Plan.

(4)  This registration statement relates to 300,000 shares of Common Stock that
     may be issued under the Employee Stock Purchase Plan. In addition, pursuant
     to Rule 416(c) under the Securities Act, this registration statement also
     covers an indeterminate amount of interests to be offered or sold pursuant
     to the Employee Stock Purchase Plan. In accordance with Rule 457(h)(2), no
     separate fee calculation is made for plan interests.

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


<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, as amended (the "Securities Act"), and the
introductory 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 below, which have previously been filed by Boston Private Financial
Holdings, Inc. with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):

     (a) Annual Report on Form 10-K for the year ended December 31, 2000;

     (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001,
         June 30, 2001 and September 30, 2001;

     (c) Current Report on Form 8-K filed on July 3, 2001;

     (d) Proxy Statement filed on March 9, 2001 for the shareholders meeting
         held on April 19, 2001; and

     (e) The description of the registrant's common stock contained in the
         registration statement on Form SB-2 filed on August 30, 1993
         (file no. 033-68054), includall amendments and reports updating such
         description

     In addition, all documents subsequently filed by the registrant 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 hereof from the date of filing of such
documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes 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.

<PAGE>


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The registrant 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 registrant 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 registrant's
articles of organization provide for indemnification to the fullest extent
permitted under Section 67, except that indemnification for compromise payments
and any advances of expenses prior to the final disposition of any matter shall
only be made if approved by (1) a majority of disinterested directors or, if
there are less than two disinterested directors, by a majority of the directors
provided they have obtained a legal opinion that the director or officer acted
in good faith in the reasonable belief that his action was in the best interests
of the corporation, (2) holders of a majority of the shares of stock, or (3) by
a court of competent jurisdiction. Advances of expense shall only be made upon
receipt of an affidavit of such individual of his good faith belief that he has
met the standard of conduct necessary for indemnification and an undertaking by
such individual to repay the amounts so paid to the corporation if it is
ultimately determined that indemnification for such expenses is not authorized.

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


                                       2
<PAGE>


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  Restated Articles of Organization of the registrant (incorporated
          herein by reference to Exhibit 3.1 to the registrant's Quarterly
          Report on Form 10-Q for the quarter ended June 30, 2001 filed with the
          Commission on August 14,2001)

     4.2  Articles of Amendment (incorporated herein by reference to Exhibit 3.2
          to the registrant's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 2001 filed with the Commission on August 14, 2001)

    *4.3  Articles of Amendment

     4.4  Bylaws of the registrant (incorporated herein by reference to
          Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the
          year ended December 31, 1999 filed with the Commission on March 6,
          2000)

    *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)

    99.1  Boston Private Financial Holdings, Inc. 1997 Long-Term Incentive Plan
          (incorporated by reference to Appendix A of the registrant's Proxy
          Statement filed with the Commission on April 2, 1997)

   *99.2  Boston Private Financial Holdings, Inc. 2001 Employee Stock Purchase
          Plan, as amended and restated

* Filed herewith

ITEM 9. UNDERTAKINGS

     (a) The undersigned registrant 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.



                                       3
<PAGE>


          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
          registrant 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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant'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
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant 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 registrant 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 Securities Act and will be governed by the final
adjudication of such issue



                                       4
<PAGE>


SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant 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 this 28th day of November, 2001.


                                BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

                                By: /S/ TIMOTHY L. VAILL
                                   ---------------------------------------------
                                    Timothy L. Vaill
                                    Chairman and Chief Executive Officer


                                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, as
amended, 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.

     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              11/28/01
-------------------------------------      (Principal Executive Officer)
Timothy L. Vaill

/S/ WALTER M. PRESSEY                      Director, President and Chief Financial Officer             11/28/01
-------------------------------------      (Principal Financial Officer and Principal Accounting
Walter M. Pressey                          Officer)

/S/ EUGENE S. COLANGELO                                                                                11/28/01
---------------------------
Eugene S. Colangelo                        Director

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

SIGNATURE                                  TITLE                                                       DATE
<S>                                       <C>                                                         <C>
/S/ ALLEN SINAI                                                                                        11/28/01
-------------------------------------
Dr. Allen Sinai                            Director

/S/ ARTHUR J. BAUERNFEIND                                                                              11/28/01
-------------------------------------
Arthur J. Bauernfeind                      Director

/S/ PETER C. BENNETT                                                                                   11/28/01
-------------------------------------
Peter C. Bennett                           Director

/S/ C. MICHAEL HAZARD                                                                                  11/28/01
-------------------------------------
C. Michael Hazard                          Director

/S/ HERBERT S. ALEXANDER                                                                               11/28/01
-------------------------------------
Herbert S. Alexander                       Director

/S/ LYNN THOMPSON HOFFMAN                                                                              11/28/01
-------------------------------------
Lynn Thompson Hoffman                      Director

/S/ RICHARD N. THIELEN                                                                                 11/28/01
-------------------------------------
Richard N. Thielen                         Director

/S/ CHARLES O. WOOD III                                                                                11/28/01
-------------------------------------
Charles O. Wood III                        Director
</TABLE>



<PAGE>



     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have 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 November 28, 2001.


                                BOSTON PRIVATE FINANCIAL HOLDINGS,
                                INC. 2001 EMPLOYEE STOCK PURCHASE PLAN


                                By: /S/ PETER C. BENNETT
                                   --------------------------------
                                   Peter C. Bennett
                                   Member of Compensation Committee


                                By:  /S/ ALLEN SINAI
                                    -----------------------------------------
                                    Dr. Allen Sinai
                                    Member of Compensation Committee


                                By: /S/ EUGENE S. COLANGELO
                                   -----------------------------------------
                                   Eugene S. Colangelo
                                   Member of Compensation Committee









<PAGE>




                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER    DESCRIPTION
<S>       <C>
   4.1    Restated Articles of Organization of the registrant (incorporated
          herein by reference to Exhibit 3.1 to the registrant's Quarterly
          Report on Form 10-Q for the quarter ended June 30, 2001 filed
          with the Commission on August 14, 2001)

   4.2    Articles of Amendment (incorporated herein by reference to
          Exhibit 3.2 to the registrant's Quarterly Report on Form 10-Q for
          the quarter ended June 30, 2001 filed with the Commission on
          August 14, 2001)

*  4.3    Articles of Amendment

   4.4    Bylaws of the registrant (incorporated herein by reference to
          Exhibit 3.2 to the registrant's Annual Report on Form 10-K for
          the year ended December 31, 1999 filed with the Commission on
          March 6, 2000)

*  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)

  99.1    Boston Private Financial Holdings, Inc. 1997 Long-Term Incentive Plan
          (incorporated by reference to Appendix A of the registrant's Proxy
          Statement filed with the Commission on April 2, 1997)

* 99.2    Boston Private Financial Holdings, Inc. 2001 Employee Stock Purchase
          Plan , as amended and restated
</TABLE>

* Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "a2064565zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 25349}]
{"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": "333-74106", "film-number": "1801315"}, "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 November 28, 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)

                             Ten Post Office Square
                           Boston, Massachusetts 02109

      Massachusetts                 (617) 912-1900                 04-2976299
(STATE OF INCORPORATION)       (ADDRESS OF REGISTRANT'S       (I.R.S. EMPLOYER
                             PRINCIPAL EXECUTIVE OFFICES)    IDENTIFICATION NO.)

    BOSTON PRIVATE FINANCIAL HOLDINGS, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
      BOSTON PRIVATE FINANCIAL HOLDINGS, INC. 1997 LONG-TERM INCENTIVE PLAN
                            (FULL TITLE OF THE PLANS)

                    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)

                                 With copy to:
                             William P. Mayer, Esq.
                              Andrew F. Viles, P.C.
                               Goodwin Procter LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                         CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                      Proposed Maximum     Proposed Maximum
  Title of Securities          Amounts to be         Offering Price Per   Aggregate Offering       Amount of
    Being Registered           Registered (1)             Share (2)              Price         Registration Fee
-----------------------   ------------------------   ------------------   ------------------   -----------------
Common Stock, par value    3,000,000 shares (3)           $20.025             $60,075,000          $15,018.75
    $1.00 per share
                           300,000 shares (4)             $20.025             $ 6,007,500          $1,501.875
================================================================================================================
(1)  This registration statement also relates to such indeterminate number of
     additional shares of Common Stock, par value $1.00 per share, of Boston
     Private Financial Holdings, Inc. ("Common Stock") as may be required
     pursuant to the Boston Private Financial Holdings, Inc. 2001 Employee Stock
     Purchase Plan, as amended and restated (the "Employee Stock Purchase
     Plan"), and the Boston Private Financial Holdings, Inc. 1997 Long-Term
     Incentive Plan (the "Long-Term Incentive Plan" and, together with the
     Employee Stock Purchase Plan, the "Plans") in the event of a stock
     dividend, reverse stock split, split-up, recapitalization, forfeiture of
     stock under the Plans or other similar event.

(2)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
     Act of 1933, as amended (the "Securities Act") solely for the purposes of
     determining the amount of the registration fee. The registration fee is
     based upon the average of the high and low sales prices for a share of
     Common Stock on November 26, 2001, as reported on the Nasdaq National
     Market.

(3)  This registration statement relates to 3,000,000 shares of Common Stock
     that may be issued upon the exercise of options issued under the Long-Term
     Incentive Plan.

(4)  This registration statement relates to 300,000 shares of Common Stock that
     may be issued under the Employee Stock Purchase Plan. In addition, pursuant
     to Rule 416(c) under the Securities Act, this registration statement also
     covers an indeterminate amount of interests to be offered or sold pursuant
     to the Employee Stock Purchase Plan. In accordance with Rule 457(h)(2), no
     separate fee calculation is made for plan interests.

===============================================================================
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, as amended (the "Securities Act"), and the
introductory 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 below, which have previously been filed by Boston Private Financial
Holdings, Inc. with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):

     (a) Annual Report on Form 10-K for the year ended December 31, 2000;

     (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001,
         June 30, 2001 and September 30, 2001;

     (c) Current Report on Form 8-K filed on July 3, 2001;

     (d) Proxy Statement filed on March 9, 2001 for the shareholders meeting
         held on April 19, 2001; and

     (e) The description of the registrant's common stock contained in the
         registration statement on Form SB-2 filed on August 30, 1993
         (file no. 033-68054), includall amendments and reports updating such
         description

     In addition, all documents subsequently filed by the registrant 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 hereof from the date of filing of such
documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes 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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The registrant 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 registrant 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 registrant's
articles of organization provide for indemnification to the fullest extent
permitted under Section 67, except that indemnification for compromise payments
and any advances of expenses prior to the final disposition of any matter shall
only be made if approved by (1) a majority of disinterested directors or, if
there are less than two disinterested directors, by a majority of the directors
provided they have obtained a legal opinion that the director or officer acted
in good faith in the reasonable belief that his action was in the best interests
of the corporation, (2) holders of a majority of the shares of stock, or (3) by
a court of competent jurisdiction. Advances of expense shall only be made upon
receipt of an affidavit of such individual of his good faith belief that he has
met the standard of conduct necessary for indemnification and an undertaking by
such individual to repay the amounts so paid to the corporation if it is
ultimately determined that indemnification for such expenses is not authorized.

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

                                       2
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  Restated Articles of Organization of the registrant (incorporated
          herein by reference to Exhibit 3.1 to the registrant's Quarterly
          Report on Form 10-Q for the quarter ended June 30, 2001 filed with the
          Commission on August 14,2001)

     4.2  Articles of Amendment (incorporated herein by reference to Exhibit 3.2
          to the registrant's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 2001 filed with the Commission on August 14, 2001)

    *4.3  Articles of Amendment

     4.4  Bylaws of the registrant (incorporated herein by reference to
          Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the
          year ended December 31, 1999 filed with the Commission on March 6,
          2000)

    *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)

    99.1  Boston Private Financial Holdings, Inc. 1997 Long-Term Incentive Plan
          (incorporated by reference to Appendix A of the registrant's Proxy
          Statement filed with the Commission on April 2, 1997)

   *99.2  Boston Private Financial Holdings, Inc. 2001 Employee Stock Purchase
          Plan, as amended and restated

* Filed herewith

ITEM 9. UNDERTAKINGS

     (a) The undersigned registrant 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.

                                       3
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
          registrant 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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant'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
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant 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 registrant 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 Securities Act and will be governed by the final
adjudication of such issue

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant 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 this 28th day of November, 2001.

                                BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

                                By: /S/ TIMOTHY L. VAILL
                                   ---------------------------------------------
                                    Timothy L. Vaill
                                    Chairman and Chief Executive Officer

                                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, as
amended, 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.

     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              11/28/01
-------------------------------------      (Principal Executive Officer)
Timothy L. Vaill

/S/ WALTER M. PRESSEY                      Director, President and Chief Financial Officer             11/28/01
-------------------------------------      (Principal Financial Officer and Principal Accounting
Walter M. Pressey                          Officer)

/S/ EUGENE S. COLANGELO                                                                                11/28/01
---------------------------
Eugene S. Colangelo                        Director
SIGNATURE                                  TITLE                                                       DATE
/S/ ALLEN SINAI                                                                                        11/28/01
-------------------------------------
Dr. Allen Sinai                            Director

/S/ ARTHUR J. BAUERNFEIND                                                                              11/28/01
-------------------------------------
Arthur J. Bauernfeind                      Director

/S/ PETER C. BENNETT                                                                                   11/28/01
-------------------------------------
Peter C. Bennett                           Director

/S/ C. MICHAEL HAZARD                                                                                  11/28/01
-------------------------------------
C. Michael Hazard                          Director

/S/ HERBERT S. ALEXANDER                                                                               11/28/01
-------------------------------------
Herbert S. Alexander                       Director

/S/ LYNN THOMPSON HOFFMAN                                                                              11/28/01
-------------------------------------
Lynn Thompson Hoffman                      Director

/S/ RICHARD N. THIELEN                                                                                 11/28/01
-------------------------------------
Richard N. Thielen                         Director

/S/ CHARLES O. WOOD III                                                                                11/28/01
-------------------------------------
Charles O. Wood III                        Director
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have 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 November 28, 2001.

                                BOSTON PRIVATE FINANCIAL HOLDINGS,
                                INC. 2001 EMPLOYEE STOCK PURCHASE PLAN

                                By: /S/ PETER C. BENNETT
                                   --------------------------------
                                   Peter C. Bennett
                                   Member of Compensation Committee

                                By:  /S/ ALLEN SINAI
                                    -----------------------------------------
                                    Dr. Allen Sinai
                                    Member of Compensation Committee

                                By: /S/ EUGENE S. COLANGELO
                                   -----------------------------------------
                                   Eugene S. Colangelo
                                   Member of Compensation Committee
EXHIBIT INDEX
EXHIBIT
NUMBER    DESCRIPTION
4.1    Restated Articles of Organization of the registrant (incorporated
          herein by reference to Exhibit 3.1 to the registrant's Quarterly
          Report on Form 10-Q for the quarter ended June 30, 2001 filed
          with the Commission on August 14, 2001)

   4.2    Articles of Amendment (incorporated herein by reference to
          Exhibit 3.2 to the registrant's Quarterly Report on Form 10-Q for
          the quarter ended June 30, 2001 filed with the Commission on
          August 14, 2001)

*  4.3    Articles of Amendment

   4.4    Bylaws of the registrant (incorporated herein by reference to
          Exhibit 3.2 to the registrant's Annual Report on Form 10-K for
          the year ended December 31, 1999 filed with the Commission on
          March 6, 2000)

*  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)

  99.1    Boston Private Financial Holdings, Inc. 1997 Long-Term Incentive Plan
          (incorporated by reference to Appendix A of the registrant's Proxy
          Statement filed with the Commission on April 2, 1997)

* 99.2    Boston Private Financial Holdings, Inc. 2001 Employee Stock Purchase
          Plan , as amended and restated
* Filed herewith