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)
03/24/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/25/2009

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	03/24/2009		M		76,851⁽¹⁾	A	$9.65⁽¹⁾	849,981	D
Common stock	03/24/2009		F		74,911⁽²⁾	D	$9.9	775,070	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	$9.65⁽³⁾	03/24/2009		M			76,851⁽³⁾	03/24/2009	04/19/2009	Common stock	76,851⁽³⁾	$9.65⁽³⁾	0	D
Stock option⁽⁵⁾	$9.9⁽⁴⁾	03/24/2009		A		74,911⁽⁴⁾		03/24/2009	04/19/2009	Common stock	74,911⁽⁴⁾	$9.9⁽⁴⁾	74,911⁽⁴⁾	D

Explanation of Responses:

1. On a Form 4 filed on March 25, 2009, this transaction was reported as the acquisition of 74,579 shares of common stock through the exercise of stock options at $9.29 per share. The transaction should have been reported as 76,851 shares acquired through the exercise of stock options at $9.65 per share. This report reflects those corrections.

2. On a Form 4 filed on March 25, 2009, the amount of shares disposed was shown as 69,984 instead of74,911. This report reflects the correction.

3. On a Form 4 filed on March 25, 2009, it was reported incorrectly that 74,579 stock options were exercised at $9.29 per option.It should have been reported that 76,851 stock options were exercised at $9.65 per option. This report reflects the correction.

4. On Form 4 filed on March 25, 2009, it was reported that 69,984 stock options were granted at $9.11 per option. It should have been reported that 74,911 stock options were granted at $9.90 per option.

5. Other information concerning stock options previously reported on Form 4 dated March 25, 2009 is not repeated hereon since the information remains unchanged.

	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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