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):  April 20, 2011

______________________________

BROOKLINE BANCORP, INC.
(Exact name of registrant as specified in its charter)

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 (see General Instruction A.2. below):

⃞ 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 2.02.   Results of Operations and Financial Condition, Declaration of Dividend

On April 20, 2011, Brookline Bancorp, Inc. announced its earnings for the 2011 first quarter and approval by its Board of Directors of a regular quarterly dividend of $0.085 per share payable May 16, 2011 to stockholders of record on April 29, 2011. See Exhibit 99.1 attached hereto for the press release issued April 20, 2011 relating to these matters.

Item 7.01.   Regulation FD Disclosure

See Exhibit 99.2 attached hereto for the slides presented at the Annual Meeting of Stockholders of Brookline Bancorp, Inc. which occurred on April 20, 2011.

SIGNATURE

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.

EXHIBIT INDEX

The following exhibits are furnished as part of this report: