<PAGE>

As filed with the Securities and Exchange Commission on 
June 12, 1995.  Registration No.  
 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
 
FORM S-8 
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
 
INDEPENDENT BANK CORP. 
(Exact Name of Registrant as Specified in its Charter) 
 
MASSACHUSETTS					                     04-2870273 
(State or Other Jurisdiction			     	(I.R.S. Employer 
of Incorporation or Organization)				Identification No.) 
 
 
288 Union Street, Rockland, Massachusetts                 02370 
(Address of Principal Executive Offices)                (Zip Code) 
 
 
AMENDED AND RESTATED INDEPENDENT BANK CORP.  
1987 INCENTIVE STOCK OPTION PLAN 
(Full title of the Plan) 
 
Douglas H. Philipsen 
Independent Bank Corp. 
288 Union Street 
Rockland, Massachusetts 02370 
(Name and Address of Agent For Service) 
 
(617) 878-6100 
(Telephone Number, Including Area Code, of Agent for Service) 
 
 
 
Copy to: 
 
Lawrence M. Levinson, Esquire 
Burns & Levinson 
125 Summer Street 
Boston, Massachusetts 02110 
(617) 345-3000 
 

<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE 
<C>               <C>            <C>              <C>          <C>
 
				                                               Proposed        
			                               Proposed         Maximum 
Title of           Amount         Maximum          Aggregate    Amount of 
Securities to      to be          Offering Price   Offering     Registration 
be Registered      Registered     Per Share        Price        Fee 
                     (1)             (2)             (2) 
 
Common Stock        300,000        $6.5625         $1,968,750     $679 
($.01 Par  
 Value) 
</TABLE>
 
 
(1)    	Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall also cover any
additional shares of Common Stock which become issuable under the Amended
and Restated Independent Bank Corp. 1987 Incentive Stock Option Plan as
revised, by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Company's outstanding shares
of Common Stock.   
 
(2)    	Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
determining the registration fee, based upon the average of the high and low
sales prices, as reported on the National Market System of the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), on
June 9, 1995.   
 
 
<PAGE> 
 
 
    	This document is being filed for the purpose of registering additional
securities subject to the Amended and Restated Independent Bank Corp. 1987
Incentive Stock Option Plan, for which a registration statement has been
previously filed.   
 
INCORPORATION BY REFERENCE 
 
    	Pursuant to General Instruction E to Form S-8, the Company hereby
incorporates by reference into this Registration Statement the following
documents: 
 
    	1.	The contents of the Registration Statement on Form S-8, File No.
33-13158, as filed with the Securities and Exchange Commission (the
"Commission") on April 3, 1987.   
 
    	2.	The contents of the prospectus supplement pursuant to Rule 424(c) to
the Registration Statement on Form S-8, File No. 33-13158, as filed with the
Commission on May 14, 1991.   
 
    	3.	The contents of the Registration Statement on Form S-8, File No.
33-50770, as filed with the Commission on August 3, 1992.   
 
    	4.	The contents of the Registration Statement on Form S-8, File No.
33-65114, as filed with the Commission on June 28, 1993.   
 
 
EXHIBITS 
 
    	1.	Opinion of Burns & Levinson with respect to the legality of the
securities being registered and consent to use of such opinion.   
 
    	2.	Consent of Arthur Andersen LLP.   
 
 
<PAGE> 
 
 
SIGNATURES 
 
    	Pursuant to the requirements of the Securities Act of 1933, 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 Town of Rockland, Commonwealth of Massachusetts, on the
11th day of May, 1995.   
 
 
		                                          					INDEPENDENT BANK CORP. 
 
	                                          						By: Douglas H. Philipsen 
                                          							    President 
 
 
    	Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.   
 
Signature			               	Title		                      		Date 
 
/s/ John F. Spence, Jr.		     Chairman of the Board       	May 11, 1995	 
			                          	of Directors, Chief 
                          				Executive Officer and 
	                          			Director (Principal 
                          				Executive Officer) 
 
/s/ Douglas H. Philipsen		    President and Director      	May 11, 1995 
  
/s/ Richard J. Seaman       		Treasurer and Chief         	May 11, 1995 
                          				Financial Officer  
                          				(Principal Financial 
                          				and Accounting Officer) 
 
/s/ Richard S. Anderson		     Director	                  		May 11, 1995 
 
/s/ Donald K. Atkins        		Director	                  		May 11, 1995 
 
/s/ W. Paul Clark	          		Director		                  	May 11, 1995 
 
/s/ Robert L. Cushing       		Director			                  May 11, 1995 
 
/s/ Benjamin A. Gilmore, II	  Director			                  May 11, 1995 
 
/s/ James T. Jones		          Director		                  	May 11, 1995 
 
/s/ Lawrence M. Levinson    		Director		                  	May 11, 1995 
 
/s/ Richard H. Sgarzi	       	Director	                  		May 11, 1995 
 
/s/ Robert J. Spence        		Director			                  May 11, 1995 
 
 
<PAGE>
 
 
/s/ William J. Spence        	Director                   		May 11, 1995 
 
    Brian S. Tedeschi	       	Director			 
 
/s/ Thomas J. Teuten		        Director			                  May 11, 1995
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 6259}]
{"company-data": {"conformed-name": "INDEPENDENT BANK CORP /MA/", "cik": "0000776901", "assigned-sic": "6022", "irs-number": "042870273", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60293", "film-number": "95547463"}, "business-address": {"street1": "288 UNION ST", "city": "ROCKLAND", "state": "MA", "zip": "02370", "phone": "6178786100"}, "mail-address": {"street2": "288 UNION STREET", "city": "ROCKLAND", "state": "MA", "zip": "02370"}}
As filed with the Securities and Exchange Commission on 
June 12, 1995.  Registration No.  
 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
 
FORM S-8 
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
 
INDEPENDENT BANK CORP. 
(Exact Name of Registrant as Specified in its Charter) 
 
MASSACHUSETTS					                     04-2870273 
(State or Other Jurisdiction			     	(I.R.S. Employer 
of Incorporation or Organization)				Identification No.) 
 
 
288 Union Street, Rockland, Massachusetts                 02370 
(Address of Principal Executive Offices)                (Zip Code) 
 
 
AMENDED AND RESTATED INDEPENDENT BANK CORP.  
1987 INCENTIVE STOCK OPTION PLAN 
(Full title of the Plan) 
 
Douglas H. Philipsen 
Independent Bank Corp. 
288 Union Street 
Rockland, Massachusetts 02370 
(Name and Address of Agent For Service) 
 
(617) 878-6100 
(Telephone Number, Including Area Code, of Agent for Service) 
 
 
 
Copy to: 
 
Lawrence M. Levinson, Esquire 
Burns & Levinson 
125 Summer Street 
Boston, Massachusetts 02110 
(617) 345-3000
CALCULATION OF REGISTRATION FEE
Proposed        
			                               Proposed         Maximum 
Title of           Amount         Maximum          Aggregate    Amount of 
Securities to      to be          Offering Price   Offering     Registration 
be Registered      Registered     Per Share        Price        Fee 
                     (1)             (2)             (2) 
 
Common Stock        300,000        $6.5625         $1,968,750     $679 
($.01 Par  
 Value)
(1)    	Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall also cover any
additional shares of Common Stock which become issuable under the Amended
and Restated Independent Bank Corp. 1987 Incentive Stock Option Plan as
revised, by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Company's outstanding shares
of Common Stock.   
 
(2)    	Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
determining the registration fee, based upon the average of the high and low
sales prices, as reported on the National Market System of the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), on
June 9, 1995.
This document is being filed for the purpose of registering additional
securities subject to the Amended and Restated Independent Bank Corp. 1987
Incentive Stock Option Plan, for which a registration statement has been
previously filed.   
 
INCORPORATION BY REFERENCE 
 
    	Pursuant to General Instruction E to Form S-8, the Company hereby
incorporates by reference into this Registration Statement the following
documents: 
 
    	1.	The contents of the Registration Statement on Form S-8, File No.
33-13158, as filed with the Securities and Exchange Commission (the
"Commission") on April 3, 1987.   
 
    	2.	The contents of the prospectus supplement pursuant to Rule 424(c) to
the Registration Statement on Form S-8, File No. 33-13158, as filed with the
Commission on May 14, 1991.   
 
    	3.	The contents of the Registration Statement on Form S-8, File No.
33-50770, as filed with the Commission on August 3, 1992.   
 
    	4.	The contents of the Registration Statement on Form S-8, File No.
33-65114, as filed with the Commission on June 28, 1993.   
 
 
EXHIBITS 
 
    	1.	Opinion of Burns & Levinson with respect to the legality of the
securities being registered and consent to use of such opinion.   
 
    	2.	Consent of Arthur Andersen LLP.
SIGNATURES 
 
    	Pursuant to the requirements of the Securities Act of 1933, 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 Town of Rockland, Commonwealth of Massachusetts, on the
11th day of May, 1995.   
 
 
		                                          					INDEPENDENT BANK CORP. 
 
	                                          						By: Douglas H. Philipsen 
                                          							    President 
 
 
    	Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.   
 
Signature			               	Title		                      		Date 
 
/s/ John F. Spence, Jr.		     Chairman of the Board       	May 11, 1995	 
			                          	of Directors, Chief 
                          				Executive Officer and 
	                          			Director (Principal 
                          				Executive Officer) 
 
/s/ Douglas H. Philipsen		    President and Director      	May 11, 1995 
  
/s/ Richard J. Seaman       		Treasurer and Chief         	May 11, 1995 
                          				Financial Officer  
                          				(Principal Financial 
                          				and Accounting Officer) 
 
/s/ Richard S. Anderson		     Director	                  		May 11, 1995 
 
/s/ Donald K. Atkins        		Director	                  		May 11, 1995 
 
/s/ W. Paul Clark	          		Director		                  	May 11, 1995 
 
/s/ Robert L. Cushing       		Director			                  May 11, 1995 
 
/s/ Benjamin A. Gilmore, II	  Director			                  May 11, 1995 
 
/s/ James T. Jones		          Director		                  	May 11, 1995 
 
/s/ Lawrence M. Levinson    		Director		                  	May 11, 1995 
 
/s/ Richard H. Sgarzi	       	Director	                  		May 11, 1995 
 
/s/ Robert J. Spence        		Director			                  May 11, 1995
/s/ William J. Spence        	Director                   		May 11, 1995 
 
    Brian S. Tedeschi	       	Director			 
 
/s/ Thomas J. Teuten		        Director			                  May 11, 1995