1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

THIRD AVENUE MANAGEMENT LLC
(EIN 01-0690900)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

3.

SEC Use Only

4.

Citizenship or Place of Organization: Third Avenue Management LLC  is a Limited Liability Company organized under the laws of the State of Delaware.

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5.

Sole Voting Power: 3,948,597

6.

Shared Voting Power: 0

7.

Sole Dispositive Power: 4,109,247

8.

Shared Dispositive Power: 0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person: 4,109,247

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (9): 6.95%

12.

Type of Reporting Person (See Instructions): IA

Item 1.

(a)

Name of Issuer: Brookline Bancorp, Inc.
 

(b)

Address of Issuer's Principal Executive Offices: 160 Washington Street, Brookline, MA  02447

Item 2.

(a)

Name of Person Filing:  Third Avenue Management LLC ("TAM").
 (TAM is sometimes referred to hereinafter as Filer)
 

(b)

Address of Principal Business Office or, if none, Residence:
622 Third Avenue, 32nd Floor, New York, NY 10017.
 

(c)

Citizenship: United States of America.
 

(d)

Title of Class of Securities: Common Stock, $.01par value per share
 

(e)

CUSIP Number: 11373M107

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[   ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[   ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[   ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[   ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

[X]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[   ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[   ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

[   ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[   ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[   ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned: 4,109,247

(b)

Percent of class: 6.95%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 3,948,597

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 4,109,247

(iv)

Shared power to dispose or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

LODH Invest US Expertise Fund, an offshore fund for which TAM acts as investment advisor, has the right to receive dividends from, and the proceeds from the sale of, 14,900 of the shares reported by TAM, OFI Select-Third Avenue US Equity Fund (SICAV), an offshore fund for which TAM acts as investment advisor, has the right to receive dividends from, and the proceeds from the sale of, 25,100 of the shares reported by TAM, Touchstone Variable Series Trust-Touchstone Third Avenue Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 75,600 of the shares reported by TAM, Third Avenue Value Portfolio of the Third Avenue Variable Series Trust, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 252,900 of the shares reported by TAM, Met Investors Series Trust-Third Avenue Small Cap Portfolio, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 504,500 of the shares reported by TAM, AEGON/ TransAmerica Series-Third Avenue Value Portfolio, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 439,443 of the shares reported by TAM, Third Avenue Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 529,600 of the shares reported by TAM, and various separately managed accounts for whom TAM acts as investment advisor have the right to receive dividends from, and the proceeds of the sale of, 2,267,204 of the shares reported by TAM.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

February 15, 2005
Date

W. James Hall
Signature

General Counsel
Title