SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHAPMAN RICHARD P JR

(Last)

(First)

(Middle)

160 WASHINGTON STREET

(Street)

BROOKLINE

02445

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BROOKLINE BANCORP INC [ brkl ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/20/2009

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	03/19/2009		M		78,311	A	$9.47⁽¹⁾	824,981	D
Common stock	03/19/2009		F		76,851⁽²⁾	D	$9.65	748,130	D
Common stock								201,200	I	Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option	$9.47	03/19/2009		M			78,311	01/11/2008	04/19/2009	Common stock	78,311	$9.47	0	D
Stock option	$9.65⁽⁴⁾	03/19/2009		A		76,851⁽³⁾		03/19/2009	04/19/2009	Common stock	76,851⁽³⁾	$9.65⁽⁴⁾	76,851	D
Stock option	$4.944							04/19/2004	04/19/2009	Common stock	20,800		20,800	D
Stock option	$9.95							05/29/2009	04/19/2009	Common stock	37,267		37,267	D
Stock option	$10.69							07/24/2007	04/19/2009	Common stock	46,249		46,249	D
Stock option	$15.02							01/02/2005	12/19/2013	Common stock	300,000		300,000	D

Explanation of Responses:

1. On a Form 4 filed on March 20, 2009, the price related to the transaction reported was shown as $9.19 instead of $9.47. This report reflects that correction.

2. On the Form 4 filed on March 20, 2009, the amount of shares was incorrectly stated as 74,579 instead of 76,851. This report reflects that correction.

3. On a Form 4 filed on March 20, 2009, the stock options acquired were reported incorrectly as 74,579 instead of 76,851. This report reflects the correction.

4. On a Form 4A filed on March 24, 2009, the exercise price of the stock options was reported incorrectly as $9.29 instead of $9.65. This report reflects the correction.

	Paul R. Bechet, Power of Attorney	03/30/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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