SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2007

Boston Communications Group, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts

0-28432

04-3026859

(State or other

jurisdiction of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

55 Middlesex Turnpike

Bedford, MA

01730

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 904-5000

N/A

(Former name or former address, if changed since last report)

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

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

¨	Pre-commencement communications pursuant to Rule 14a-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)).

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensation Arrangements of Certain Officers.

On January 29, 2007, Boston Communications Group, Inc. (the “Company”) entered into an amendment to the Company’s Supplemental Executive Retirement Plan (“SERP”) with E. Y. Snowden pursuant to which the Company and the executive agreed to terminate the SERP in exchange for a lump sum payment of $847,000 to be made in January 2008. The Company and the executive have agreed to terminate the SERP in an effort to reduce costs for the Company, as the annual cost to fund the SERP was approximately $1 million and was increasing each year. The Company owns life insurance policies which have been sold to fund the payout of this liability.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

See Exhibit Index attached hereto.

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SIGNATURE

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


Date: February 2, 2007	BOSTON COMMUNICATIONS GROUP, INC.

	By:	/s/ Joseph Mullaney
		Joseph Mullaney
		Chief Financial Officer

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Exhibit No.		Exhibit
10.1		Amendment to the Supplemental Executive Retirement Non-Founders Agreement between the Company and E. Y. Snowden dated January 29, 2007

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BOSTON COMMUNICATIONS GROUP INC 8-K