<PAGE>


    As filed with the Securities and Exchange Commission on December 3, 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           04-2976299
     Massachusetts           Boston, Massachusetts 02109      (I.R.S. EMPLOYER
(STATE OF INCORPORATION)           (617) 912-1900            IDENTIFICATION NO.)
                               (ADDRESS OF REGISTRANT'S
                             PRINCIPAL EXECUTIVE OFFICES)

                BOREL BANK & TRUST COMPANY 1998 STOCK OPTION PLAN
                BOREL BANK & TRUST COMPANY 1989 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
                    Timothy L. Vaill, Chief Executive Officer
                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
                             Ten Post Office Square
                              Boston, Massachusetts
                                 (617) 912-1900

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

                                 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>
======================================================================================================================
<S>                        <C>                     <C>                    <C>                   <C>
  Title of Securities         Amounts to be         Proposed Maximum       Proposed Maximum           Amount of
    Being Registered         Registered (1)        Offering Price Per     Aggregate Offering    Registration Fee (4)
                                                       Share (3)               Price (3)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value    229,998 shares (2)            $9.45                $2,173,481.10            $519.47
    $1.00 per share
======================================================================================================================
</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 Borel Bank & Trust  Company  1998 Stock  Option Plan or the
     Borel Bank & Trust  Company  1989 Stock Option Plan 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 Registration Statement relates to 36,092 shares of Common Stock that
     may be issued upon the exercise of options granted under the Borel Bank &
     Trust Company 1998 Stock Option Plan (the "1998 Options") and assumed by
     Boston Private Financial Holdings, Inc. (the "Company") and 193,906 shares
     of Common Stock that may be issued upon the exercise of options granted
     under the Borel Bank & Trust Company 1989 Stock Option Plan and assumed by
     the Company (the "1989 Options," and together with the 1998 Options, the
     "Options").

(3)  This estimate is made pursuant to Rule 457(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 price per share and
     aggregate offering price are based upon the weighted average exercise price
     of the Options.

(4)  Pursuant to Rule 457(p) under the Securities Act, the full registration fee
     of $519.47 is paid by offset of $519.47 of the filing fee paid with
     Registration Statement No. 333-67746 initially filed by the Company on
     August 16, 2001 and associated with $2,077,880 of unsold securities
     registered on that Registration Statement.

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


<PAGE>


                                     PART 1

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*    Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the 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 in (a) and (b) below, which have previously been filed by Boston Private
Financial Holdings, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"):

     (a) Annual Report on Form 10-K for the fiscal 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 Company's common stock contained in the
registration statement on Form SB-2 filed on August 30, 1993 (file no.
033-68054), including all amendments and reports updating such description.

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

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
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 Company is a Massachusetts corporation. Reference is made to Chapter
156B, Section 13 of the Massachusetts Business Corporation Law (the "MBCL"),
which enables a corporation in its original articles of organization or an
amendment thereto to eliminate or limit the personal liability of a director for
monetary damages for violations of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
61 and 62 of the MBCL (providing for liability of directors for authorizing
illegal distributions and for making loans to directors, officers and certain
stockholders) or (iv) for any transaction from which a director derived an
improper personal benefit. The Company has adopted such provisions in its
articles of organization.

     Reference also is made to Chapter 156B, Section 67 of the MBCL, which
provides that a corporation may indemnify directors, officers, employees and
other agents and persons who serve at its request as directors, officers,
employees or other agents of another organization or who serve at its request in
any capacity with respect to any employee benefit plan, to the extent specified
or authorized by the articles of organization, a by-law adopted by the
stockholders or a vote adopted by the holders of a majority of the shares of
stock entitled to vote on the election of directors. Such indemnification may
include payment by the corporation of expenses incurred in defending a civil or
criminal action or proceeding in advance of the final disposition of such action
or proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under Section 67, which undertaking may be accepted without reference to the
financial ability of such person to make repayment. Any such indemnification may
be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan. No
indemnification shall be provided, however, for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan. The Company's
articles of organization provide for indemnification to the 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 Company 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 Company (incorporated herein
          by reference to Exhibit 3.1 to the Company'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 Company'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 (incorporated herein by reference to Exhibit 4.3
          to the Company's Registration Statement on Form S-8 filed with the
          Commission on November 28, 2001)

     4.4  Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
          to the Company'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  Borel Bank & Trust Company 1998 Stock Option Plan

   *99.2  Borel Bank & Trust Company 1989 Stock Option Plan

     * Filed herewith

ITEM 9.       UNDERTAKINGS

     (a) The undersigned Company hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the


                                       3
<PAGE>


          Commission pursuant to Rule 424(b) if, in the aggregate, the changes
          in volume and price represent no more than 20% change in the maximum
          aggregate offering price set forth in the "Calculation of Registration
          Fee" table in the effective Registration Statement; and

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

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

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

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

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

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

                                      4

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on this 3rd
day of December, 2001.

                             BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

                             By: /S/ TIMOTHY L. VAILL
                                -----------------------------------------------
                                 Timothy L. Vail
                                 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, 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          December 3, 2001
------------------------------- (Principal Executive Officer)                           ----------------
Timothy L. Vaill

/S/ WALTER M. PRESSEY           Director, President and Chief Financial Officer         December 3, 2001
------------------------------- (Principal Financial Officer and Principal Accounting   ----------------
Walter M. Pressey               Officer)

/S/ EUGENE S. COLANGELO         Director                                                December 3, 2001
-------------------------------                                                         ----------------
Eugene S. Colangelo

/S/ ALLEN SINAI                 Director                                                December 3, 2001
-------------------------------                                                         ----------------
Dr. Allen Sinai

/S/ ARTHUR J. BAUERNFEIND       Director                                                December 3, 2001
-------------------------------                                                         ----------------
Arthur J. Bauernfeind
</TABLE>


<PAGE>


<TABLE>
<S>                            <C>                                                     <C>
/S/ PETER C. BENNETT            Director                                                December 3, 2001
-------------------------------                                                         ----------------
Peter C. Bennett

/S/ C. MICHAEL HAZARD           Director                                                December 3, 2001
-------------------------------                                                         ----------------
C. Michael Hazard

/S/ HERBERT S. ALEXANDER        Director                                                December 3, 2001
-------------------------------                                                         ----------------
Herbert S. Alexander

/S/ LYNN THOMPSON HOFFMAN       Director                                                December 3, 2001
-------------------------------                                                         ----------------
Lynn Thompson Hoffman

/S/ RICHARD N. THIELEN          Director                                                December 3, 2001
-------------------------------                                                         ----------------
Richard N. Thielen

/S/ CHARLES O. WOOD III         Director                                                December 3, 2001
-------------------------------                                                         ----------------
Charles O. Wood III

/S/ HAROLD A. FICK              Director                                                December 3, 2001
-------------------------------                                                         ----------------
Harold A. Fick
</TABLE>


<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER            DESCRIPTION
<S>       <C>
   4.1    Restated Articles of Organization of the Company (incorporated herein
          by reference to Exhibit 3.1 to the Company'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 Company'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 (incorporated herein by reference to Exhibit 4.3
          to the Company's Registration Statement on Form S-8 filed with the
          Commission on November 28, 2001)

   4.4    Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
          to the Company'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    Borel Bank & Trust Company 1998 Stock Option Plan

* 99.2    Borel Bank & Trust Company 1989 Stock Option Plan

*  Filed herewith
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2065004zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24087}]
{"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": "333-74420", "film-number": "1805240"}, "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 December 3, 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           04-2976299
     Massachusetts           Boston, Massachusetts 02109      (I.R.S. EMPLOYER
(STATE OF INCORPORATION)           (617) 912-1900            IDENTIFICATION NO.)
                               (ADDRESS OF REGISTRANT'S
                             PRINCIPAL EXECUTIVE OFFICES)

                BOREL BANK & TRUST COMPANY 1998 STOCK OPTION PLAN
                BOREL BANK & TRUST COMPANY 1989 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
                    Timothy L. Vaill, Chief Executive Officer
                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
                             Ten Post Office Square
                              Boston, Massachusetts
                                 (617) 912-1900

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

                                 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
======================================================================================================================
Title of Securities         Amounts to be         Proposed Maximum       Proposed Maximum           Amount of
    Being Registered         Registered (1)        Offering Price Per     Aggregate Offering    Registration Fee (4)
                                                       Share (3)               Price (3)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value    229,998 shares (2)            $9.45                $2,173,481.10            $519.47
    $1.00 per share
======================================================================================================================
(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 Borel Bank & Trust  Company  1998 Stock  Option Plan or the
     Borel Bank & Trust  Company  1989 Stock Option Plan 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 Registration Statement relates to 36,092 shares of Common Stock that
     may be issued upon the exercise of options granted under the Borel Bank &
     Trust Company 1998 Stock Option Plan (the "1998 Options") and assumed by
     Boston Private Financial Holdings, Inc. (the "Company") and 193,906 shares
     of Common Stock that may be issued upon the exercise of options granted
     under the Borel Bank & Trust Company 1989 Stock Option Plan and assumed by
     the Company (the "1989 Options," and together with the 1998 Options, the
     "Options").

(3)  This estimate is made pursuant to Rule 457(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 price per share and
     aggregate offering price are based upon the weighted average exercise price
     of the Options.

(4)  Pursuant to Rule 457(p) under the Securities Act, the full registration fee
     of $519.47 is paid by offset of $519.47 of the filing fee paid with
     Registration Statement No. 333-67746 initially filed by the Company on
     August 16, 2001 and associated with $2,077,880 of unsold securities
     registered on that Registration Statement.

================================================================================
PART 1

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*    Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the 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 in (a) and (b) below, which have previously been filed by Boston Private
Financial Holdings, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"):

     (a) Annual Report on Form 10-K for the fiscal 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 Company's common stock contained in the
registration statement on Form SB-2 filed on August 30, 1993 (file no.
033-68054), including all amendments and reports updating such description.

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

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
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 Company is a Massachusetts corporation. Reference is made to Chapter
156B, Section 13 of the Massachusetts Business Corporation Law (the "MBCL"),
which enables a corporation in its original articles of organization or an
amendment thereto to eliminate or limit the personal liability of a director for
monetary damages for violations of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
61 and 62 of the MBCL (providing for liability of directors for authorizing
illegal distributions and for making loans to directors, officers and certain
stockholders) or (iv) for any transaction from which a director derived an
improper personal benefit. The Company has adopted such provisions in its
articles of organization.

     Reference also is made to Chapter 156B, Section 67 of the MBCL, which
provides that a corporation may indemnify directors, officers, employees and
other agents and persons who serve at its request as directors, officers,
employees or other agents of another organization or who serve at its request in
any capacity with respect to any employee benefit plan, to the extent specified
or authorized by the articles of organization, a by-law adopted by the
stockholders or a vote adopted by the holders of a majority of the shares of
stock entitled to vote on the election of directors. Such indemnification may
include payment by the corporation of expenses incurred in defending a civil or
criminal action or proceeding in advance of the final disposition of such action
or proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under Section 67, which undertaking may be accepted without reference to the
financial ability of such person to make repayment. Any such indemnification may
be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan. No
indemnification shall be provided, however, for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan. The Company's
articles of organization provide for indemnification to the 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 Company 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 Company (incorporated herein
          by reference to Exhibit 3.1 to the Company'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 Company'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 (incorporated herein by reference to Exhibit 4.3
          to the Company's Registration Statement on Form S-8 filed with the
          Commission on November 28, 2001)

     4.4  Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
          to the Company'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  Borel Bank & Trust Company 1998 Stock Option Plan

   *99.2  Borel Bank & Trust Company 1989 Stock Option Plan

     * Filed herewith

ITEM 9.       UNDERTAKINGS

     (a) The undersigned Company hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the

                                       3
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
          in volume and price represent no more than 20% change in the maximum
          aggregate offering price set forth in the "Calculation of Registration
          Fee" table in the effective Registration Statement; and

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

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

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

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

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

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

                                      4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on this 3rd
day of December, 2001.

                             BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

                             By: /S/ TIMOTHY L. VAILL
                                -----------------------------------------------
                                 Timothy L. Vail
                                 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, 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          December 3, 2001
------------------------------- (Principal Executive Officer)                           ----------------
Timothy L. Vaill

/S/ WALTER M. PRESSEY           Director, President and Chief Financial Officer         December 3, 2001
------------------------------- (Principal Financial Officer and Principal Accounting   ----------------
Walter M. Pressey               Officer)

/S/ EUGENE S. COLANGELO         Director                                                December 3, 2001
-------------------------------                                                         ----------------
Eugene S. Colangelo

/S/ ALLEN SINAI                 Director                                                December 3, 2001
-------------------------------                                                         ----------------
Dr. Allen Sinai

/S/ ARTHUR J. BAUERNFEIND       Director                                                December 3, 2001
-------------------------------                                                         ----------------
Arthur J. Bauernfeind
/S/ PETER C. BENNETT            Director                                                December 3, 2001
-------------------------------                                                         ----------------
Peter C. Bennett

/S/ C. MICHAEL HAZARD           Director                                                December 3, 2001
-------------------------------                                                         ----------------
C. Michael Hazard

/S/ HERBERT S. ALEXANDER        Director                                                December 3, 2001
-------------------------------                                                         ----------------
Herbert S. Alexander

/S/ LYNN THOMPSON HOFFMAN       Director                                                December 3, 2001
-------------------------------                                                         ----------------
Lynn Thompson Hoffman

/S/ RICHARD N. THIELEN          Director                                                December 3, 2001
-------------------------------                                                         ----------------
Richard N. Thielen

/S/ CHARLES O. WOOD III         Director                                                December 3, 2001
-------------------------------                                                         ----------------
Charles O. Wood III

/S/ HAROLD A. FICK              Director                                                December 3, 2001
-------------------------------                                                         ----------------
Harold A. Fick
EXHIBIT INDEX
EXHIBIT
NUMBER            DESCRIPTION
4.1    Restated Articles of Organization of the Company (incorporated herein
          by reference to Exhibit 3.1 to the Company'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 Company'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 (incorporated herein by reference to Exhibit 4.3
          to the Company's Registration Statement on Form S-8 filed with the
          Commission on November 28, 2001)

   4.4    Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
          to the Company'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    Borel Bank & Trust Company 1998 Stock Option Plan

* 99.2    Borel Bank & Trust Company 1989 Stock Option Plan

*  Filed herewith