UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

Commission file number 000-51194

Benjamin Franklin Bancorp, Inc.

Registrant’s telephone number, including area code: (617) 528-7000

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     Shares outstanding of the registrant’s common stock (par value $0.01) at May 10, 2005: 8,488,898

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BENJAMIN FRANKLIN BANCORP, M.H.C. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

See accompanying notes to condensed consolidated financial statements

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BENJAMIN FRANKLIN BANCORP, M.H.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

See accompanying notes to condensed consolidated financial statements

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BENJAMIN FRANKLIN BANCORP, M.H.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN RETAINED EARNINGS

(Unaudited)

See accompanying notes to condensed consolidated financial statements

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BENJAMIN FRANKLIN BANCORP, M.H.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued)

See accompanying notes to condensed consolidated financial statements

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BENJAMIN FRANKLIN BANCORP, M.H.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)

(Unaudited)

See accompanying notes to condensed consolidated financial statements

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BENJAMIN FRANKLIN BANCORP, M.H.C. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Basis of presentation and consolidation
	The accompanying unaudited consolidated interim financial statements include the accounts of Benjamin Franklin Bancorp, M.H.C. and subsidiaries (the “Company’’) including its main wholly-owned subsidiary, Benjamin Franklin Bank (the “Bank’’). These financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements and the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation have been included.
	These consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2004.
	Stock Conversion and Merger The Company completed its mutual-to-stock conversion and related stock offering with the issuance of 5,977,419 shares (including 400,000 shares contributed to the Benjamin Franklin Bank Charitable Foundation) on April 4, 2005. An additional 2,511,479 shares were issued in connection with the acquisition of Chart Bank, which was consummated immediately following the stock conversion. The cash portion of the consideration paid to Chart Bank shareholders totaled $21,392,960 (net of amounts received by Chart Bank upon the exercise of stock options prior to the merger). The Company’s stock began trading on April 5, 2005, on the Nasdaq National Market, under the symbol “BFBC”.
	Recent Accounting Pronouncements On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment,” which is an amendment of FASB Statement Nos. 123 and 95. SFAS No. 123R changes, among other things, the manner in which share-based compensation, such as stock options, will be accounted for by both public and non-public companies, and will be effective beginning with the first interim or annual reporting period of the Company’s first fiscal year that begins after June 15, 2005, which would be January 1, 2006 for the Company. For public companies, the cost of employee services received in exchange for equity instruments including options and restricted stock awards generally will be measured at fair value at the grant date. The grant date fair value will be estimated using option-pricing models adjusted for the unique characteristics of those options and instruments, unless observable market prices for the same or similar options are available. The cost will be recognized over the requisite service period, often the vesting period, and will be re-measured subsequently at each reporting date through settlement date. On March 29, 2005, the SEC staff issued Staff Accounting Bulletin No. 107 (“SAB 107”). SAB 107 expresses the views of the SEC staff regarding SFAS No. 123R and certain rules and regulations and provides the SEC’s view regarding the valuation of share-based payment arrangements for public companies. The provisions of SFAS No. 123R and SAB 107 do not have an impact on the Company’s results of operations at this time.
2.	Loan Commitments
	Outstanding loan commitments totaled $30.6 million at March 31, 2005 compared to $15.5 million as of December 31, 2004. Commitments to grant loans are extended to customers for up to 180 days, after which they expire.
3.	Short-term Investments and Other Liabilities
	As of March 31, 2005, short-term investment balances of $59.6 million included $51.6 million of subscription funds received during the Company’s stock offering in March. The mutual-to-stock

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conversion was completed on April 4, 2005; in the interim subscription funds received were recorded in other liabilities on the Company’s balance sheet.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following analysis discusses the changes in financial position and results of operations of the Company, and should be read in conjunction with the Company’s unaudited consolidated interim financial statements and the notes thereto, appearing in Part I, Item 1 of this document.

Forward-Looking Statements

Certain statements herein constitute “forward-looking statements” and actual results may differ from those contemplated by these statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the businesses in which the Company is engaged and changes in the securities market.

Critical Accounting Policies

Critical accounting policies are those that involve significant judgments and assessments by management, and which could potentially result in materially different results under different assumptions and conditions. As discussed in the Company’s 2004 Annual Report on Form 10-K, the Company considers its critical accounting policies to be those associated with income taxes, intangible assets and the determination of the allowance for loan losses. The Company’s critical accounting policies have not changed since December 31, 2004.

Comparison of Financial Condition at March 31, 2005 and December 31, 2004

Total assets increased by $65.4 million, or 12.6%, from $517.4 million at December 31, 2004 to $582.8 million at March 31, 2005. The largest increases were in short-term investments (primarily attributable to the $51.6 million of subscription funds received during the Company’s stock offering in March) and loans, offset by a modest decline in investment securities. Funding the growth in the balance sheet were increases in deposits and an increase in other liabilities, the latter increase consisting primarily of the $51.6 million of stock offering subscription funds that were invested in short-term investments.

Investment Activities

At March 31, 2005, the Company’s short-term investments totaled $59.6 million, consisting of $57.7 million in overnight fed funds sold and $1.9 million in money market funds. The increase of $54.1 million when compared with the aggregate balance of $5.5 million at December 31, 2004, was caused primarily by a $51.6 million influx of funds in the month of March, 2005 related to the Company’s common stock offering.

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At March 31, 2005, the Company’s investment portfolio amounted to $91.8 million, or 15.8% of total assets. The following table sets forth certain information regarding the amortized cost and market values of the Company’s investment securities at the dates indicated:

Overall, the securities portfolio declined by $1.4 million over the first three months of 2005. Increases in U.S. Government and agency obligations (increase of $1.3 million) and corporate bonds (increase of $1.6 million) were offset by a $4.4 million reduction in mortgage-backed securities. This decrease was the result of scheduled payments and prepayments during the quarter aggregating $3.6 million coupled with an $800,000 increase in market value depreciation on these securities.

Lending Activities

The Company’s net loan portfolio aggregated $394.4 million on March 31, 2005, or 67.7% of total assets on that date. The following table sets forth the composition of the loan portfolio at the dates indicated:

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