~~Table~~ UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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

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

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

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the Securities~~Earliest ~~Exchange~~Event ~~Act~~Reported): ofJanuary ~~1934~~ 12, 2009

~~Date~~ Benjamin ofFranklin ~~report~~Bancorp, Inc. __________________________________________ (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~October 23,~~in ~~2008~~its charter)

BENJAMIN FRANKLIN BANCORP, INC.


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)

~~(Exact~~Registrant’s ~~Name~~telephone ofnumber, ~~Registrant~~including asarea ~~Specified~~code: ~~in Charter)~~508-528-7000

Massachusetts		000-51194		04-3336598
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

58 Main Street, Franklin, Massachusetts		02038
(Address of Principal Executive Offices)		(Zip Code)

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:

~~Registrant’s~~ [ ] Written ~~telephone~~communications ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code~~425 under the Securities Act (~~508~~17 CFR 230.425) ~~528~~ [ ] Soliciting material pursuant to Rule 14a-~~7000~~12 under the Exchange Act (17 CFR 240.14a-12) [ ] 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))

~~(Former~~ Top ~~Name~~of orthe ~~Former Address, if Changed Since Last Report)~~Form

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

o On ~~Written~~January ~~communications~~12, ~~pursuant~~Benjamin toFranklin ~~Rule~~Bancorp, ~~425~~Inc. ~~under~~("Benjamin ~~the~~Franklin"), ~~Securities~~Independent ~~Act~~Bank Corp. (17"Independent"), ~~CFR~~Independent ~~230~~Acquisition Subsidiary, Inc.~~425~~ ("Merger Sub"), oRockland ~~Soliciting~~Trust ~~material~~Company, ~~pursuant~~and toBenjamin ~~Rule~~Franklin ~~14a-12~~Bank ~~under~~entered into the ~~Exchange~~Second ~~Act~~Amended and Restated Agreement and Plan of Merger (17"Second ~~CFR~~Amendment"), ~~240~~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.~~14a-12)~~ The opurpose ~~Pre-commencement~~of ~~communications~~the ~~pursuant~~Second Amendment was to ~~Rule~~slightly ~~14d-2(b)~~revise ~~under~~the merger structure. Pursuant to the ~~Exchange~~new ~~Act~~terms, ~~(17~~immediately ~~CFR~~following ~~240~~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.~~14d-2(b))~~ The oSecond ~~Pre~~Amendment also provides that the affirmative vote of the holders of two-~~commencement~~thirds ~~communications~~of ~~pursuant~~the outstanding shares of Independent common stock will be required to ~~Rule~~approve ~~13e-~~the merger agreement. The changes effected by the earlier amendment and restatement on December 4~~(c)~~, ~~under~~2008 were to correct an inadvertent error in the ~~Exchange~~merger ~~Act~~agreement ~~(17~~and ~~CFR~~were ~~240~~not material to Benjamin Franklin.~~13e~~ The Second Amendment is included as Annex A to the joint proxy statement/prospectus included in Amendment No. 1 to Form S-4~~(c))~~ Registration Statement filed by Independent on January 12, 2009, and is hereby incorporated into this report by reference.

~~TABLE~~ Top OFof ~~CONTENTS~~the Form

~~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 October 23, 2008~~

~~Table~~ Pursuant to the requirements of ~~Contents~~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.

Item 2.02. Results of Operations and Financial Condition.


	Benjamin Franklin Bancorp, Inc.

January 16, 2009	By:	/s/ Claire S. Bean

		Name: Claire S. Bean
		Title: Chief Financial Officer

On October 23, 2008, Benjamin Franklin Bancorp, Inc. (the “Company”) issued a press release reporting its financial results for its fiscal quarter ended September 30, 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 October 23, 2008 Benjamin Franklin Bancorp, Inc. declared a quarterly dividend of $.08 per share of common stock. The dividend will be paid on November 21, 2008 to shareholders of record as of the close of business November 7, 2008.

Item 9.01. Financial Statements and Exhibits.

99.1 Press release dated October 23, 2008

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: October 24, 2008	By:	/s/ Claire S. Bean
		Claire S. Bean
		Chief Financial Officer and Treasurer (Principal Financial Officer)

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