<PAGE>

      As filed with the Securities and Exchange Commission on June 28, 2002
                                         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)

<TABLE>
<S>                      <C>                               <C>

                             TEN POST OFFICE SQUARE
                           BOSTON, MASSACHUSETTS 02109
     MASSACHUSETTS               (617) 912-1900                04-2976299
                            (ADDRESS OF REGISTRANT'S        (I.R.S. EMPLOYER
(STATE OF INCORPORATION)    PRINCIPAL EXECUTIVE OFFICES)    IDENTIFICATION NO.)
</TABLE>

                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
                           401(k) PROFIT SHARING PLAN
                            (FULL TITLE OF THE PLAN)

                                TIMOTHY L. VAILL
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
                             TEN POST OFFICE SQUARE
                           BOSTON, MASSACHUSETTS 02109
                                 (617) 912-1900

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

                 Copies of all communications should be sent to:
                             WILLIAM P. MAYER, ESQ.
                              ANDREW F. VILES, P.C.
                               GOODWIN PROCTER LLP
                                 EXCHANGE PLACE
                        BOSTON, MASSACHUSETTS 02109-2881
                                 (617) 570-1000

<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
======================================================================================================================
  Title of Securities         Amount to be          Proposed Maximum       Proposed Maximum           Amount of
    Being Registered       Registered (1) (2)      Offering Price Per     Aggregate Offering      Registration Fee
                                   (3)                 Share (4)                 Price
----------------------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>                    <C>                     <C>
Common Stock, par value          450,000                 $23.49               $10,570,500              $972.49
    $1.00 per share
======================================================================================================================
</TABLE>

(1)  This registration statement relates to 450,000 additional shares of common
     stock, par value $1.00 per share, of Boston Private Financial Holdings,
     Inc. ("Common Stock") available for issuance under the Boston Private
     Financial Holdings, Inc. 401(k) Profit Sharing Plan (the "Plan"); plus such
     indeterminate number of additional shares of Common Stock as may be
     required pursuant to the Plan in the event of a stock dividend, reverse
     stock split, split-up, recapitalization, forfeiture of stock under the Plan
     or other similar event.
(2)  Of the 450,000 shares of Common Stock registered hereby, up to 70,000
     shares may be distributed in connection with the termination of Borel Bank
     Employee Stock Ownership Plan of a subsidiary of Boston Private Financial
     Holdings, Inc.
(3)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this registration statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     Plan. In accordance with Rule 457(h)(2), no separate fee calculation is
     made with respect to the plan interests.
(4)  This estimate is made pursuant to Rule 457(c) and (h) under 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 June 26, 2002, as reported on
     the Nasdaq National Market.

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

<PAGE>

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         Pursuant to General Instruction E of Form S-8, Boston Private Financial
Holdings, Inc. hereby incorporates by reference the contents of the registrant's
registration statement on Form S-8 (No. 333-30755) as previously filed with the
Securities and Exchange Commission (the "Commission") on July 3, 1997. This
registration statement is being filed to register an additional 450,000 shares
of the registrant's Common Stock subject to issuance under the Boston Private
Financial Holdings, Inc. 401(k) Profit Sharing Plan, as well as an indeterminate
amount of plan interests to be offered or sold pursuant to the Boston Private
Financial Holdings, Inc. 401(k) Profit Sharing Plan.

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 or she 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 or she shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his or
her 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 or
her action was in the best interests 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, (2) holders of a majority of the shares of stock, or (3) by a court of
competent jurisdiction. If authorized in this manner, advances of expenses shall
be made only upon receipt of an affidavit of such individual of his or her good
faith belief that he or she 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.

<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.

<TABLE>
<S>   <C>      <C>
      4.1      Restated Articles of Organization of the registrant filed May 23,
               1994 (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 (No. 000-17089) filed on August 14, 2001)

      4.2      Articles of Amendment of the registrant filed April 22, 1998
               (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 (No. 000-17089) filed on August 14, 2001)

      4.3      Articles of Amendment of the registrant filed November 20, 2001
               (incorporated herein by reference to Exhibit 4.3 to the
               registrant's Registration Statement on Form S-8 (No. 333-74106)
               filed on November 28, 2001)

*     4.4      Amendment to By-laws of the registrant, dated April 18, 2002

*     5.1      Legal opinion of Goodwin Procter LLP

*    23.1      Consent of KPMG LLP, as independent auditors

     23.2      Consent of Goodwin Procter LLP (contained in Exhibit 5.1 hereto)

     24.1      Powers of Attorney (included in the signatory page to this
               registration statement)
</TABLE>

---------------
* 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. 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

                                       2
<PAGE>

         contained in periodic reports filed with or furnished to the Commission
         by the registrant pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934, as amended (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.


                                       3
<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 June, 2002.

                             BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

                             By: /s/ Timothy L. Vaill
                                 ----------------------------------------------
                                 Timothy L. Vaill
                                 Chairman and Chief Executive Officer

                               POWERS 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           June 28, 2002
     ------------------------------                      (Principal Executive Officer)
            Timothy L. Vaill

         /s/ Walter M. Pressey                  Director, President and Chief Financial Officer          June 28, 2002
     ------------------------------                      (Principal Financial Officer and
             Walter M. Pressey                             Principal Accounting Officer)

        /s/ Herbert S. Alexander                                    Director                             June 28, 2002
     ------------------------------
          Herbert S. Alexander

        /s/ Arthur J. Bauernfeind                                   Director                             June 28, 2002
     ------------------------------
          Arthur J. Bauernfeind

          /s/ Peter C. Bennett                                      Director                             June 28, 2002
     ------------------------------
            Peter C. Bennett

         /s/ Eugene S. Colangelo                                    Director                             June 28, 2002
     ------------------------------
           Eugene S. Colangelo

           /s/ Harold A. Fick                                       Director                             June 28, 2002
     ------------------------------
             Harold A. Fick

<PAGE>

<S>                                                        <C>                                        <C>
          /s/ C. Michael Hazard                                     Director                             June 28, 2002
     ------------------------------
            C. Michael Hazard

        /s/ Lynn Thompson Hoffman                                   Director                             June 28, 2002
     ------------------------------
          Lynn Thompson Hoffman

                                                                    Director                             June   , 2002
     ------------------------------
                 Allen Sinai

         /s/ Richard N. Thielen                                     Director                             June 28, 2002
     ------------------------------
           Richard N. Thielen

         /s/ Charles O. Wood III                                    Director                             June 28, 2002
     ------------------------------
           Charles O. Wood III
</TABLE>

<PAGE>

         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Boston Private Financial Holdings,
Inc. 401(k) Profit Sharing 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 June 28, 2002.

                                 BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
                                 401(k) PROFIT SHARING PLAN

                                 By: /s/ Peter C. Bennett
                                     ------------------------------------------
                                     Peter C. Bennett
                                     Member of 401(k) Plan Committee

                                 By: /s/ Margaret Chambers
                                     ------------------------------------------
                                     Margaret Chambers
                                     Member of 401(k) Plan Committee

                                 By: /s/ Amy Danforth
                                     ------------------------------------------
                                     Amy Danforth
                                     Member of 401(k) Plan Committee

                                 By: /s/ Barbara Houlihan
                                     ------------------------------------------
                                     Barbara Houlihan
                                     Member of 401(k) Plan Committee

                                 By: /s/ William Morton
                                     ------------------------------------------
                                     William Morton
                                     Member of 401(k) Plan Committee

                                 By: /s/ Pilar Pueyo
                                     ------------------------------------------
                                     Pilar Pueyo
                                     Member of 401(k) Plan Committee

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.    DESCRIPTION
<S>   <C>      <C>
      4.1      Restated Articles of Organization of the registrant filed May 23,
               1994 (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 (No. 000-17089) filed on August 14, 2001)

      4.2      Articles of Amendment of the registrant filed April 22, 1998
               (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 (No. 000-17089) filed on August 14, 2001)

      4.3      Articles of Amendment of the registrant filed November 20, 2001
               (incorporated herein by reference to Exhibit 4.3 to the
               registrant's Registration Statement on Form S-8 (No. 333-74106)
               filed on November 28, 2001)

*     4.4      Amendment to By-laws of the registrant, dated April 18, 2002

*     5.1      Legal opinion of Goodwin Procter LLP

*    23.1      Consent of KPMG LLP, as independent auditors

     23.2      Consent of Goodwin Procter LLP (contained in Exhibit 5.1 hereto)

     24.1      Powers of Attorney (included in the signatory page to this
               registration statement)
</TABLE>

------------
* Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "a2083212zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24314}]
{"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": "333-91486", "film-number": "02691379"}, "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 June 28, 2002
                                         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
                            (ADDRESS OF REGISTRANT'S        (I.R.S. EMPLOYER
(STATE OF INCORPORATION)    PRINCIPAL EXECUTIVE OFFICES)    IDENTIFICATION NO.)
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
                           401(k) PROFIT SHARING PLAN
                            (FULL TITLE OF THE PLAN)

                                TIMOTHY L. VAILL
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
                             TEN POST OFFICE SQUARE
                           BOSTON, MASSACHUSETTS 02109
                                 (617) 912-1900

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

                 Copies of all communications should be sent 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
======================================================================================================================
  Title of Securities         Amount to be          Proposed Maximum       Proposed Maximum           Amount of
    Being Registered       Registered (1) (2)      Offering Price Per     Aggregate Offering      Registration Fee
                                   (3)                 Share (4)                 Price
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value          450,000                 $23.49               $10,570,500              $972.49
    $1.00 per share
======================================================================================================================
(1)  This registration statement relates to 450,000 additional shares of common
     stock, par value $1.00 per share, of Boston Private Financial Holdings,
     Inc. ("Common Stock") available for issuance under the Boston Private
     Financial Holdings, Inc. 401(k) Profit Sharing Plan (the "Plan"); plus such
     indeterminate number of additional shares of Common Stock as may be
     required pursuant to the Plan in the event of a stock dividend, reverse
     stock split, split-up, recapitalization, forfeiture of stock under the Plan
     or other similar event.
(2)  Of the 450,000 shares of Common Stock registered hereby, up to 70,000
     shares may be distributed in connection with the termination of Borel Bank
     Employee Stock Ownership Plan of a subsidiary of Boston Private Financial
     Holdings, Inc.
(3)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this registration statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     Plan. In accordance with Rule 457(h)(2), no separate fee calculation is
     made with respect to the plan interests.
(4)  This estimate is made pursuant to Rule 457(c) and (h) under 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 June 26, 2002, as reported on
     the Nasdaq National Market.

================================================================================
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         Pursuant to General Instruction E of Form S-8, Boston Private Financial
Holdings, Inc. hereby incorporates by reference the contents of the registrant's
registration statement on Form S-8 (No. 333-30755) as previously filed with the
Securities and Exchange Commission (the "Commission") on July 3, 1997. This
registration statement is being filed to register an additional 450,000 shares
of the registrant's Common Stock subject to issuance under the Boston Private
Financial Holdings, Inc. 401(k) Profit Sharing Plan, as well as an indeterminate
amount of plan interests to be offered or sold pursuant to the Boston Private
Financial Holdings, Inc. 401(k) Profit Sharing Plan.

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 or she 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 or she shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his or
her 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 or
her action was in the best interests 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, (2) holders of a majority of the shares of stock, or (3) by a court of
competent jurisdiction. If authorized in this manner, advances of expenses shall
be made only upon receipt of an affidavit of such individual of his or her good
faith belief that he or she 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.
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 filed May 23,
               1994 (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 (No. 000-17089) filed on August 14, 2001)

      4.2      Articles of Amendment of the registrant filed April 22, 1998
               (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 (No. 000-17089) filed on August 14, 2001)

      4.3      Articles of Amendment of the registrant filed November 20, 2001
               (incorporated herein by reference to Exhibit 4.3 to the
               registrant's Registration Statement on Form S-8 (No. 333-74106)
               filed on November 28, 2001)

*     4.4      Amendment to By-laws of the registrant, dated April 18, 2002

*     5.1      Legal opinion of Goodwin Procter LLP

*    23.1      Consent of KPMG LLP, as independent auditors

     23.2      Consent of Goodwin Procter LLP (contained in Exhibit 5.1 hereto)

     24.1      Powers of Attorney (included in the signatory page to this
               registration statement)
---------------
* 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. 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

                                       2
contained in periodic reports filed with or furnished to the Commission
         by the registrant pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934, as amended (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.

                                       3
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 June, 2002.

                             BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

                             By: /s/ Timothy L. Vaill
                                 ----------------------------------------------
                                 Timothy L. Vaill
                                 Chairman and Chief Executive Officer

                               POWERS 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           June 28, 2002
     ------------------------------                      (Principal Executive Officer)
            Timothy L. Vaill

         /s/ Walter M. Pressey                  Director, President and Chief Financial Officer          June 28, 2002
     ------------------------------                      (Principal Financial Officer and
             Walter M. Pressey                             Principal Accounting Officer)

        /s/ Herbert S. Alexander                                    Director                             June 28, 2002
     ------------------------------
          Herbert S. Alexander

        /s/ Arthur J. Bauernfeind                                   Director                             June 28, 2002
     ------------------------------
          Arthur J. Bauernfeind

          /s/ Peter C. Bennett                                      Director                             June 28, 2002
     ------------------------------
            Peter C. Bennett

         /s/ Eugene S. Colangelo                                    Director                             June 28, 2002
     ------------------------------
           Eugene S. Colangelo

           /s/ Harold A. Fick                                       Director                             June 28, 2002
     ------------------------------
             Harold A. Fick
/s/ C. Michael Hazard                                     Director                             June 28, 2002
     ------------------------------
            C. Michael Hazard

        /s/ Lynn Thompson Hoffman                                   Director                             June 28, 2002
     ------------------------------
          Lynn Thompson Hoffman

                                                                    Director                             June   , 2002
     ------------------------------
                 Allen Sinai

         /s/ Richard N. Thielen                                     Director                             June 28, 2002
     ------------------------------
           Richard N. Thielen

         /s/ Charles O. Wood III                                    Director                             June 28, 2002
     ------------------------------
           Charles O. Wood III
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Boston Private Financial Holdings,
Inc. 401(k) Profit Sharing 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 June 28, 2002.

                                 BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
                                 401(k) PROFIT SHARING PLAN

                                 By: /s/ Peter C. Bennett
                                     ------------------------------------------
                                     Peter C. Bennett
                                     Member of 401(k) Plan Committee

                                 By: /s/ Margaret Chambers
                                     ------------------------------------------
                                     Margaret Chambers
                                     Member of 401(k) Plan Committee

                                 By: /s/ Amy Danforth
                                     ------------------------------------------
                                     Amy Danforth
                                     Member of 401(k) Plan Committee

                                 By: /s/ Barbara Houlihan
                                     ------------------------------------------
                                     Barbara Houlihan
                                     Member of 401(k) Plan Committee

                                 By: /s/ William Morton
                                     ------------------------------------------
                                     William Morton
                                     Member of 401(k) Plan Committee

                                 By: /s/ Pilar Pueyo
                                     ------------------------------------------
                                     Pilar Pueyo
                                     Member of 401(k) Plan Committee
EXHIBIT INDEX
EXHIBIT NO.    DESCRIPTION
4.1      Restated Articles of Organization of the registrant filed May 23,
               1994 (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 (No. 000-17089) filed on August 14, 2001)

      4.2      Articles of Amendment of the registrant filed April 22, 1998
               (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 (No. 000-17089) filed on August 14, 2001)

      4.3      Articles of Amendment of the registrant filed November 20, 2001
               (incorporated herein by reference to Exhibit 4.3 to the
               registrant's Registration Statement on Form S-8 (No. 333-74106)
               filed on November 28, 2001)

*     4.4      Amendment to By-laws of the registrant, dated April 18, 2002

*     5.1      Legal opinion of Goodwin Procter LLP

*    23.1      Consent of KPMG LLP, as independent auditors

     23.2      Consent of Goodwin Procter LLP (contained in Exhibit 5.1 hereto)

     24.1      Powers of Attorney (included in the signatory page to this
               registration statement)
------------
* Filed herewith