UNITED STATES
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):   February 11, 2009

Benjamin Franklin Bancorp, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
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)
     
Registrant’s telephone number, including area code:   508-528-7000

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

 

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:

[  ]  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 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))

Item 8.01 Other Events.

On February 12, 2009, Benjamin Franklin Bancorp (the "Company") issued a press release announcing that the Company’s shareholders voted to approve the Agreement and Plan of Merger, dated as of January 12, 2009, providing for the acquisition of the Company by Independent Bank Corp., at the Company’s special meeting of shareholders held on February 11, 2009. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.





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.
          
February 12, 2009   By:   /s/ Claire S. Bean
       
        Name: Claire S. Bean
        Title: Chief Financial Officer and Treasurer

Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release
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