UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Contents

UNITED STATES ~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~WASHINGTON, ~~REPORT~~DC 20549

~~Pursuant~~FORM ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~8-K

~~Date~~CURRENT ofREPORT Pursuant ~~Report~~to Section 13 or 15(~~Date~~d) of ~~Earliest~~the Securities ~~Event~~Exchange ~~Reported):~~Act ~~January~~of ~~12, 2009~~1934

~~Benjamin~~Date ~~Franklin~~of ~~Bancorp,~~report ~~Inc. __________________________________________~~ (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inJanuary 27, ~~its charter)~~2009

Massachusetts	000-51194	04-3336598
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
58 Main St, Franklin , Massachusetts		02038
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

BENJAMIN FRANKLIN BANCORP, INC.

~~Registrant’s~~(Exact ~~telephone~~Name ~~number,~~of ~~including~~Registrant ~~area~~as ~~code:~~Specified ~~508-528-7000~~in Charter)

Not Applicable ______________________________________________ Former name or former address, if changed since last report


Massachusetts	000-51194	04-3336598

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


58 Main Street, Franklin, Massachusetts		02038

(Address of Principal Executive Offices)		(Zip Code)

~~[ ] Written~~Registrant’s ~~communications~~telephone ~~pursuant~~number, toincluding ~~Rule~~area ~~425~~code ~~under the Securities Act~~ (~~17 CFR 230.425~~508) ~~[ ] Soliciting material pursuant to Rule 14a~~ 528-~~12 under the Exchange Act (17 CFR 240.14a-12)~~7000 ~~[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~ ~~[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

~~Top~~(Former ofName ~~the~~or ~~Form~~ Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the ~~Item~~filing ~~1.01~~obligation ~~Entry~~of ~~into~~the aregistrant ~~Material~~under ~~Definitive~~any ~~Agreement~~of the following provisions (see General Instruction A.2. below):

Ono ~~January~~Written ~~12,~~communications ~~Benjamin~~pursuant ~~Franklin~~to ~~Bancorp,~~Rule 425 ~~Inc.~~under ~~("Benjamin Franklin"), Independent Bank Corp. ("Independent"), Independent Acquisition Subsidiary, Inc. ("Merger Sub"), Rockland Trust Company, and Benjamin Franklin Bank entered into~~ the ~~Second~~Securities ~~Amended~~Act ~~and Restated Agreement and Plan of Merger~~ (~~"Second~~17 ~~Amendment"),~~CFR ~~amending the Agreement and Plan of Merger entered into among the parties on November 8, 2008, as previously amended and restated on December 4, 2008~~230. The purpose of the Second Amendment was to slightly revise the merger structure. Pursuant to the new terms, immediately following the merger of Merger Sub with and into Benjamin Franklin, Benjamin Franklin, as a wholly owned subsidiary of Independent, will merge with and into Independent, with Independent continuing as the surviving corporation. The Second Amendment also provides that the affirmative vote of the holders of two-thirds of the outstanding shares of Independent common stock will be required to approve the merger agreement. The changes effected by the earlier amendment and restatement on December 4, 2008 were to correct an inadvertent error in the merger agreement and were not material to Benjamin Franklin. The Second Amendment is included as Annex A to the joint proxy statement/prospectus included in Amendment No. 1 to Form S-4 Registration Statement filed by Independent on January 12, 2009, and is hereby incorporated into this report by reference.425)

~~Top~~o ofSoliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ~~SIGNATURES~~

~~Pursuant~~o toPre-commencement ~~the~~communications ~~requirements~~pursuant ofto ~~the~~Rule 13e-4(c) ~~Securities~~under the Exchange Act of(17 ~~1934, the~~CFR ~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~240.13e-4(c))

	Benjamin Franklin Bancorp, Inc.
January 16, 2009	By:	/s/ Claire S. Bean
		Name: Claire S. Bean
		Title: Chief Financial Officer

TABLE OF CONTENTS


Item 2.02. Results of Operations and Financial Condition
Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURES
Ex-99.1 Press release dated January 27, 2009

Item 2.02. Results of Operations and Financial Condition.

On January 27, 2009, Benjamin Franklin Bancorp, Inc. (the “Company”) issued a press release reporting its financial results for its fiscal quarter ended December 31, 2008. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01. Other Events

On January 27, 2009 Benjamin Franklin Bancorp, Inc. declared a quarterly dividend of $.08 per share of common stock. The dividend will be paid on February 24, 2009 to shareholders of record as of the close of business February 10, 2009.

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits.


			99.1			Press release dated January 27, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BENJAMIN FRANKLIN BANCORP, INC.
Date: January 29, 2009	By:	/s/ Claire S. Bean
		Claire S. Bean
		Chief Financial Officer and Treasurer (Principal Financial Officer)

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Contents

Table of Contents

Table of Contents

Filing Compare · Benjamin Franklin Bancorp, Inc.