Registration No. 333-______

     As filed with the Securities and Exchange Commission on April 19, 2004


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             Brookline Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                     04-3402944
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                              160 Washington Street
                       Brookline, Massachusetts 02447-0469
                    (Address of Principal Executive Offices)

                             _______________________


                 Brookline Bancorp, Inc. 2003 Stock Option Plan
           Brookline Bancorp, Inc. 2003 Recognition and Retention Plan
                            (Full Title of the Plans)


                                   Copies to:
       Richard P. Chapman, Jr.
President and Chief Executive Officer             Robert B. Pomerenk, Esquire
       Brookline Bancorp, Inc.               Luse Gorman Pomerenk & Schick, P.C.
        160 Washington Street               5335 Wisconsin Ave., N.W., Suite 400
 Brookline, Massachusetts 02447-0469               Washington, D.C.  20015
          (617) 730-3500                                (202) 274-2000
     (Name, Address and Telephone
     Number of Agent for Service)




     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. :



<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

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

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

<S>                           <C>                    <C>                    <C>                      <C>
Common stock, par value
$0.01 per share               1,250,000 (4)          $14.335 (3)            $17,918,750              $2,270

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

Common stock, par value    1,365,000 (5)             $14.95 (2)             $20,406,750              $2,586
$0.01 per share            1,135,000 (6)             $14.335(3)             $16,270,225              $2,062

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

       Totals              3,750,000                                        $54,595,725              $6,918

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

<FN>
-----------------------------
(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Brookline Bancorp, Inc. 2003 Stock Option Plan (the "Stock Option
     Plan") and the Brookline Bancorp, Inc. 2003 Recognition and Retention Plan
     (the "Recognition and Retention Plan") as a result of a stock split, stock
     dividend or similar adjustment of the outstanding common stock of Brookline
     Bancorp, Inc. pursuant to Rule 416(a) under the Securities Act of 1933.

(2)  Determined by reference to the exercise  price of options  pursuant to Rule
     457(h)(1) under the Securities Act of 1933.

(3)  Determined by reference to the fair market value of the common stock on
     April 15, 2004, pursuant to Rule 457(c) under the Securities Act of 1933.

(4)  Represents the number of shares of common stock awarded (1,158,000 shares)
     and available for award (92,000 shares) under the Recognition and Retention
     Plan.

(5)  Represents the number of shares of common stock that may be issued pursuant
     to the exercise of granted options under the Stock Option Plan.

(6)  Represents the number of shares of common stock that may be issued pursuant
     to the exercise of options that are available for grant under the Stock
     Option Plan.
</FN>
</TABLE>

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with  Section  8(a) of the  Securities  Act of  1933  and  Rule  462
thereunder.

PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to  participants in the Stock Option Plan and
the Recognition and Retention Plan  (collectively,  the "Plans") as specified by
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

<PAGE>

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following  documents  previously  or  concurrently  filed by Brookline
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

     a) The Company's Annual Report on Form 10-K for the year ended December 31,
2003  (Commission  File No.  0-23695),  filed with the  Commission  pursuant  to
Section 13(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act");

     b) all other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
referred to in (a) above; and

     c) The  description  of the common  stock of the Company  contained  in the
Registration  Statement on Form 8-A (Commission File No. 000-23695) filed by the
Company with the  Commission  under the  Securities Act on July 3, 2002, and all
amendments or reports filed for the purpose of updating such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent that a statement contained herein or therein or in any other subsequently
filed  document  which also is, or is deemed to be,  incorporated  by  reference
herein or therein  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.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Paul R.
Bechet,  Senior Vice President and Chief Financial  Officer,  Brookline Bancorp,
Inc., 160 Washington  Street,  Brookline,  Massachusetts  02447-0469,  telephone
number (617) 730-3500.

     All information  appearing in this  Registration  Statement is qualified in
its  entirety  by the  detailed  information,  including  financial  statements,
appearing in the documents incorporated herein or therein by reference.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     None.

Item 6.  Indemnification of Directors and Officers

     Section 145 of the Delaware General  Corporation Law ("DGCL"),  among other
things,  empowers a Delaware corporation to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding,  whether civil, criminal administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation,  or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,  partnership, joint

                                       2

<PAGE>


venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interest of the  corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe his conduct was  unlawful.
Similar  indemnity is authorized  for such person  against  expenses  (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of any such threatened,  pending or completed action or suit if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests of the  corporation,  and  provided  further that
(unless a court of competent  jurisdiction otherwise provides) he shall not have
been  adjudged  liable  to the  corporation.  Any such  indemnification  (unless
ordered by a court) may be made by the  corporation  only as  authorized in each
specific case by the corporation upon a determination  that  indemnification  of
the present or former  director,  officer,  employee or agent is proper  because
such person has met the applicable  standard of conduct,  which  indemnification
shall  be  made  in the  case  of a  director  or  officer  at the  time  of the
determination by the shareholders, a majority vote of disinterested directors, a
committee  of  disinterested  directors  or by  independent  legal  counsel in a
written opinion, if no such directors.

     Section 145 further  authorizes  a  corporation  to purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation or enterprise,
against any  liability  asserted  against  him,  and incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the corporation
would  otherwise  have the power to indemnify him against such  liability  under
Section 145.

     Article TENTH and ELEVENTH of the Certificate of Incorporation of Brookline
Bancorp,  Inc. (referred to below in this Item 6 as the "Corporation") set forth
circumstances  under  which  directors,  officers,  employees  and agents of the
Corporation may be indemnified against liability or absolved from liability that
they incur in their capacities as such:

     TENTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
TENTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has

                                       3

<PAGE>


ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

     C. If a claim  under  Section A or B of this  Article  TENTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  TENTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

     ELEVENTH:

     A  Director  of this  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability  (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) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
Director of the Corporation existing at the time of such repeal or modification.

                                       4

<PAGE>


     In  addition,  the Company  has entered  into  Employment  Agreements  with
Richard P.  Chapman,  Jr. and Charles H. Peck  pursuant to which the Company has
undertaken  contractually  to provide  indemnification  in the manner  described
above.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.

<TABLE>
<CAPTION>

Regulation S-K                                                                  Reference to Prior Filing or
Exhibit Number                      Document                                    Exhibit No. Attached Hereto
--------------                      --------                                    ---------------------------

<S>            <C>                                                              <C>
     4         Form of Common Stock Certificate (Incorporated by reference to
               Exhibit 4 to the Registration Statement on Form S-1
               (Commission File No. 333-85980), originally filed by the
               Company under the Securities Act of 1933 with the Commission
               on April 10, 2002, and all amendments or reports filed for the
                  purpose of updating such description).

     5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                    Attached as Exhibit 5

     10.1     Brookline Bancorp, Inc. 2003 Stock Option Plan                                 *

     10.2     Brookline Bancorp, Inc. 2003 Recognition and                                   *
              Retention Plan.

     23.1     Consent of Luse Gorman Pomerenk &
              Schick, P.C.                                                      Contained in Exhibit 5

     23.2     Consent of KPMG LLP                                               Attached as Exhibit 23.2

     24       Power of Attorney                                                 Contained on Signature Page

<FN>
_____________________
*    Filed  as  exhibits  to  the  Company's  Proxy  Statement  relating  to the
     Company's August 27, 2003 special meeting of  stockholders,  filed with the
     Commission on July 23, 2003, which is incorporated herein by reference.
</FN>
</TABLE>


Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  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
Stock Option Plan and the Recognition and Retention Plan; and

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference  in  this  registration   statement  shall  be  deemed  to  be  a  new

                                       5
<PAGE>

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; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 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  Securities and Exchange
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 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 Act and will be governed by the final adjudication of
such issue.

                                       7

<PAGE>


                                   SIGNATURES

     The Registrant. 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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in Brookline,  Massachusetts,  on this
15th day of April, 2004.

                                                     BROOKLINE BANCORP, INC.



                                      By:  /s/ Richard P. Chapman, Jr.
                                           -------------------------------------
                                           Richard P. Chapman, Jr.
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)


                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Brookline Bancorp, Inc. (the
"Company")  hereby severally  constitute and appoint Richard P. Chapman,  Jr. as
our true and lawful attorney and agent, to do any and all things in our names in
the  capacities  indicated  below which said  Richard P.  Chapman,  Jr. may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission,  in  connection  with the  registration  of  common  stock
underlying the Brookline  Bancorp,  Inc. 2003 Recognition and Retention Plan and
the Brookline Bancorp, Inc. 2003 Stock Option Plan, including specifically,  but
not  limited  to,  power  and  authority  to  sign  for us in our  names  in the
capacities indicated below the registration statement and any and all amendments
(including post-effective amendments) thereto; and we hereby approve, ratify and
confirm all that said  Richard P.  Chapman,  Jr. shall do or cause to be done by
virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.


Signatures                          Title                         Date



/s/ Richard P. Chapman, Jr.         Director, President and       April 15, 2004
-----------------------------       Chief Executive Officer
Richard P. Chapman, Jr.             (Principal Executive Officer)



/s/ Paul R. Bechet                  Senior Vice President,        April 15, 2004
-----------------------------       Treasurer and Chief Financial
Paul R. Bechet                      Officer (Principal Financial
                                    and Accounting Officer)



/s/ Charles H. Peck                 Director,                     April 15, 2004
-----------------------------       Executive Vice President
Charles H. Peck



/s/ George C. Caner, Jr.            Director, Secretary           April 15, 2004
-----------------------------
George C. Caner, Jr.


/s/ William V. Tripp, III           Director                      April 15, 2004
-----------------------------
William V. Tripp, III


<PAGE>



/s/ Peter O. Wilde                  Director                      April 15, 2004
-----------------------------
Peter O. Wilde



/s/ Oliver F. Ames                  Director                      April 15, 2004
-----------------------------
Oliver F. Ames



/s/ Dennis S. Aronowitz             Director                      April 15, 2004
-----------------------------
Dennis S. Aronowitz



/s/ William G. Coughlin             Director                      April 15, 2004
-----------------------------
William G. Coughlin



/s/ Joseph J. Slotnik               Director                      April 15, 2004
-----------------------------
Joseph J. Slotnik



/s/ Hollis W. Plimpton              Director                      April 15, 2004
-----------------------------
Hollis W. Plimpton



/s/ David C. Chapin                 Director                      April 15, 2004
-----------------------------
David C. Chapin



/s/ Rosamond B. Vaule               Director                      April 15, 2004
-----------------------------
Rosamond B. Vaule



/s/ John L. Hall, II                Director                      April 15, 2004
-----------------------------
John L. Hall, II


/s/ Franklin Wyman, Jr.             Director                      April 15, 2004
-----------------------------
Franklin Wyman, Jr.


<PAGE>



                                  EXHIBIT INDEX


Exhibit Number             Description

      4             Form of Common Stock Certificate  (Incorporated by reference
                    to  Exhibit  4 to the  Registration  Statement  on Form  S-1
                    (Commission  File No.  333-85980),  originally  filed by the
                    Company under the Securities Act of 1933 with the Commission
                    on April 10, 2002,  and all  amendments or reports filed for
                    the purpose of updating such description).

      5             Opinion of Luse Gorman Pomerenk & Schick, P.C.

      10.1          Brookline Bancorp, Inc. 2003 Stock Option Plan*

      10.2          Brookline Bancorp, Inc. 2003 Recognition and Retention Plan*

      23.1          Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
                    the opinion included as Exhibit 5).

      23.2          Consent of KPMG LLP

      23.1          Power of Attorney  (contained in the signature  page to this
                    Registration Statement).
------------------
*    Incorporated by reference to the Company's Proxy Statement  relating to the
     Company's August 27, 2003 special meeting of stockholders, originally filed
     by the Company with the Commission on July 23, 2003.
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{"company-data": {"conformed-name": "BROOKLINE BANCORP INC", "cik": "0001049782", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114571", "film-number": "04739973"}, "business-address": {"street1": "160 WASHINGTON STREET", "city": "BROOKLINE", "state": "MA", "zip": "02147", "phone": "6177303500"}, "mail-address": {"street1": "160 WASHINGTON ST", "city": "BROOKLINE", "state": "MA", "zip": "02147"}}
Registration No. 333-______

     As filed with the Securities and Exchange Commission on April 19, 2004

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             Brookline Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                     04-3402944
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                              160 Washington Street
                       Brookline, Massachusetts 02447-0469
                    (Address of Principal Executive Offices)

                             _______________________

                 Brookline Bancorp, Inc. 2003 Stock Option Plan
           Brookline Bancorp, Inc. 2003 Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:
       Richard P. Chapman, Jr.
President and Chief Executive Officer             Robert B. Pomerenk, Esquire
       Brookline Bancorp, Inc.               Luse Gorman Pomerenk & Schick, P.C.
        160 Washington Street               5335 Wisconsin Ave., N.W., Suite 400
 Brookline, Massachusetts 02447-0469               Washington, D.C.  20015
          (617) 730-3500                                (202) 274-2000
     (Name, Address and Telephone
     Number of Agent for Service)

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. :
CALCULATION OF REGISTRATION FEE

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

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share               1,250,000 (4)          $14.335 (3)            $17,918,750              $2,270

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

Common stock, par value    1,365,000 (5)             $14.95 (2)             $20,406,750              $2,586
$0.01 per share            1,135,000 (6)             $14.335(3)             $16,270,225              $2,062

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

       Totals              3,750,000                                        $54,595,725              $6,918

====================================================================================================================
-----------------------------
(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Brookline Bancorp, Inc. 2003 Stock Option Plan (the "Stock Option
     Plan") and the Brookline Bancorp, Inc. 2003 Recognition and Retention Plan
     (the "Recognition and Retention Plan") as a result of a stock split, stock
     dividend or similar adjustment of the outstanding common stock of Brookline
     Bancorp, Inc. pursuant to Rule 416(a) under the Securities Act of 1933.

(2)  Determined by reference to the exercise  price of options  pursuant to Rule
     457(h)(1) under the Securities Act of 1933.

(3)  Determined by reference to the fair market value of the common stock on
     April 15, 2004, pursuant to Rule 457(c) under the Securities Act of 1933.

(4)  Represents the number of shares of common stock awarded (1,158,000 shares)
     and available for award (92,000 shares) under the Recognition and Retention
     Plan.

(5)  Represents the number of shares of common stock that may be issued pursuant
     to the exercise of granted options under the Stock Option Plan.

(6)  Represents the number of shares of common stock that may be issued pursuant
     to the exercise of options that are available for grant under the Stock
     Option Plan.
This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with  Section  8(a) of the  Securities  Act of  1933  and  Rule  462
thereunder.

PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to  participants in the Stock Option Plan and
the Recognition and Retention Plan  (collectively,  the "Plans") as specified by
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.
PART II.

Item 3.  Incorporation of Documents by Reference

     The  following  documents  previously  or  concurrently  filed by Brookline
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

     a) The Company's Annual Report on Form 10-K for the year ended December 31,
2003  (Commission  File No.  0-23695),  filed with the  Commission  pursuant  to
Section 13(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act");

     b) all other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
referred to in (a) above; and

     c) The  description  of the common  stock of the Company  contained  in the
Registration  Statement on Form 8-A (Commission File No. 000-23695) filed by the
Company with the  Commission  under the  Securities Act on July 3, 2002, and all
amendments or reports filed for the purpose of updating such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent that a statement contained herein or therein or in any other subsequently
filed  document  which also is, or is deemed to be,  incorporated  by  reference
herein or therein  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.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Paul R.
Bechet,  Senior Vice President and Chief Financial  Officer,  Brookline Bancorp,
Inc., 160 Washington  Street,  Brookline,  Massachusetts  02447-0469,  telephone
number (617) 730-3500.

     All information  appearing in this  Registration  Statement is qualified in
its  entirety  by the  detailed  information,  including  financial  statements,
appearing in the documents incorporated herein or therein by reference.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     None.

Item 6.  Indemnification of Directors and Officers

     Section 145 of the Delaware General  Corporation Law ("DGCL"),  among other
things,  empowers a Delaware corporation to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding,  whether civil, criminal administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation,  or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,  partnership, joint

                                       2
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interest of the  corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe his conduct was  unlawful.
Similar  indemnity is authorized  for such person  against  expenses  (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of any such threatened,  pending or completed action or suit if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests of the  corporation,  and  provided  further that
(unless a court of competent  jurisdiction otherwise provides) he shall not have
been  adjudged  liable  to the  corporation.  Any such  indemnification  (unless
ordered by a court) may be made by the  corporation  only as  authorized in each
specific case by the corporation upon a determination  that  indemnification  of
the present or former  director,  officer,  employee or agent is proper  because
such person has met the applicable  standard of conduct,  which  indemnification
shall  be  made  in the  case  of a  director  or  officer  at the  time  of the
determination by the shareholders, a majority vote of disinterested directors, a
committee  of  disinterested  directors  or by  independent  legal  counsel in a
written opinion, if no such directors.

     Section 145 further  authorizes  a  corporation  to purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation or enterprise,
against any  liability  asserted  against  him,  and incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the corporation
would  otherwise  have the power to indemnify him against such  liability  under
Section 145.

     Article TENTH and ELEVENTH of the Certificate of Incorporation of Brookline
Bancorp,  Inc. (referred to below in this Item 6 as the "Corporation") set forth
circumstances  under  which  directors,  officers,  employees  and agents of the
Corporation may be indemnified against liability or absolved from liability that
they incur in their capacities as such:

     TENTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
TENTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has

                                       3
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

     C. If a claim  under  Section A or B of this  Article  TENTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  TENTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

     ELEVENTH:

     A  Director  of this  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability  (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) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
Director of the Corporation existing at the time of such repeal or modification.

                                       4
In  addition,  the Company  has entered  into  Employment  Agreements  with
Richard P.  Chapman,  Jr. and Charles H. Peck  pursuant to which the Company has
undertaken  contractually  to provide  indemnification  in the manner  described
above.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                                  Reference to Prior Filing or
Exhibit Number                      Document                                    Exhibit No. Attached Hereto
--------------                      --------                                    ---------------------------
4         Form of Common Stock Certificate (Incorporated by reference to
               Exhibit 4 to the Registration Statement on Form S-1
               (Commission File No. 333-85980), originally filed by the
               Company under the Securities Act of 1933 with the Commission
               on April 10, 2002, and all amendments or reports filed for the
                  purpose of updating such description).

     5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                    Attached as Exhibit 5

     10.1     Brookline Bancorp, Inc. 2003 Stock Option Plan                                 *

     10.2     Brookline Bancorp, Inc. 2003 Recognition and                                   *
              Retention Plan.

     23.1     Consent of Luse Gorman Pomerenk &
              Schick, P.C.                                                      Contained in Exhibit 5

     23.2     Consent of KPMG LLP                                               Attached as Exhibit 23.2

     24       Power of Attorney                                                 Contained on Signature Page
_____________________
*    Filed  as  exhibits  to  the  Company's  Proxy  Statement  relating  to the
     Company's August 27, 2003 special meeting of  stockholders,  filed with the
     Commission on July 23, 2003, which is incorporated herein by reference.
Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  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
Stock Option Plan and the Recognition and Retention Plan; and

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference  in  this  registration   statement  shall  be  deemed  to  be  a  new

                                       5
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; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 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  Securities and Exchange
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 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 Act and will be governed by the final adjudication of
such issue.

                                       7
SIGNATURES

     The Registrant. 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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in Brookline,  Massachusetts,  on this
15th day of April, 2004.

                                                     BROOKLINE BANCORP, INC.

                                      By:  /s/ Richard P. Chapman, Jr.
                                           -------------------------------------
                                           Richard P. Chapman, Jr.
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Brookline Bancorp, Inc. (the
"Company")  hereby severally  constitute and appoint Richard P. Chapman,  Jr. as
our true and lawful attorney and agent, to do any and all things in our names in
the  capacities  indicated  below which said  Richard P.  Chapman,  Jr. may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission,  in  connection  with the  registration  of  common  stock
underlying the Brookline  Bancorp,  Inc. 2003 Recognition and Retention Plan and
the Brookline Bancorp, Inc. 2003 Stock Option Plan, including specifically,  but
not  limited  to,  power  and  authority  to  sign  for us in our  names  in the
capacities indicated below the registration statement and any and all amendments
(including post-effective amendments) thereto; and we hereby approve, ratify and
confirm all that said  Richard P.  Chapman,  Jr. shall do or cause to be done by
virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

Signatures                          Title                         Date

/s/ Richard P. Chapman, Jr.         Director, President and       April 15, 2004
-----------------------------       Chief Executive Officer
Richard P. Chapman, Jr.             (Principal Executive Officer)

/s/ Paul R. Bechet                  Senior Vice President,        April 15, 2004
-----------------------------       Treasurer and Chief Financial
Paul R. Bechet                      Officer (Principal Financial
                                    and Accounting Officer)

/s/ Charles H. Peck                 Director,                     April 15, 2004
-----------------------------       Executive Vice President
Charles H. Peck

/s/ George C. Caner, Jr.            Director, Secretary           April 15, 2004
-----------------------------
George C. Caner, Jr.

/s/ William V. Tripp, III           Director                      April 15, 2004
-----------------------------
William V. Tripp, III
/s/ Peter O. Wilde                  Director                      April 15, 2004
-----------------------------
Peter O. Wilde

/s/ Oliver F. Ames                  Director                      April 15, 2004
-----------------------------
Oliver F. Ames

/s/ Dennis S. Aronowitz             Director                      April 15, 2004
-----------------------------
Dennis S. Aronowitz

/s/ William G. Coughlin             Director                      April 15, 2004
-----------------------------
William G. Coughlin

/s/ Joseph J. Slotnik               Director                      April 15, 2004
-----------------------------
Joseph J. Slotnik

/s/ Hollis W. Plimpton              Director                      April 15, 2004
-----------------------------
Hollis W. Plimpton

/s/ David C. Chapin                 Director                      April 15, 2004
-----------------------------
David C. Chapin

/s/ Rosamond B. Vaule               Director                      April 15, 2004
-----------------------------
Rosamond B. Vaule

/s/ John L. Hall, II                Director                      April 15, 2004
-----------------------------
John L. Hall, II

/s/ Franklin Wyman, Jr.             Director                      April 15, 2004
-----------------------------
Franklin Wyman, Jr.
EXHIBIT INDEX

Exhibit Number             Description

      4             Form of Common Stock Certificate  (Incorporated by reference
                    to  Exhibit  4 to the  Registration  Statement  on Form  S-1
                    (Commission  File No.  333-85980),  originally  filed by the
                    Company under the Securities Act of 1933 with the Commission
                    on April 10, 2002,  and all  amendments or reports filed for
                    the purpose of updating such description).

      5             Opinion of Luse Gorman Pomerenk & Schick, P.C.

      10.1          Brookline Bancorp, Inc. 2003 Stock Option Plan*

      10.2          Brookline Bancorp, Inc. 2003 Recognition and Retention Plan*

      23.1          Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
                    the opinion included as Exhibit 5).

      23.2          Consent of KPMG LLP

      23.1          Power of Attorney  (contained in the signature  page to this
                    Registration Statement).
------------------
*    Incorporated by reference to the Company's Proxy Statement  relating to the
     Company's August 27, 2003 special meeting of stockholders, originally filed
     by the Company with the Commission on July 23, 2003.