Federal Home Loan Bank of Boston 10-Q/A 2008 Q3 Quarterly report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

OR

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-51402

FEDERAL HOME LOAN BANK OF BOSTON

(Exact name of registrant as specified in its charter)

Federally chartered corporation
(State or other jurisdiction of incorporation or organization) 04-6002575
(I.R.S. employer identification number)

111 Huntington Avenue
Boston, MA
(Address of principal executive offices) 02199
(Zip code)

(617) 292-9600

(Registrant’s telephone number, including area code)

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.

x  Yes        o  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o  Yes        x  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	Shares outstanding as of October 31, 2008
Class B Stock, par value $100	37,688,430

Federal Home Loan Bank of Boston

Form 10-Q/A

(Amendment No. 1)

Explanatory Note

We are filing this Amendment No. 1 to our quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2008, which we originally filed with the Securities and Exchange Commission, or SEC, on November 12, 2008, to add Exhibit 10. 2.3, The Federal Home Loan Bank of Boston Thrift Benefit Equalization Plan as amended and restated, and Exhibit 10.2.4, the Federal Home Loan Bank of Boston Pension Benefit Equalization Plan, as amended and restated. These exhibits were omitted from the original filing.

This Amendment No. 1 continues to speak as of the date of our original quarterly report, and we have not updated the disclosure contained in that original quarterly report to reflect any subsequent events. Accordingly, you should read the filings we have made with the SEC since the time we filed that original quarterly report.

Part II – OTHER INFORMATION

Item 6.      Exhibits

10.1	United States Department of the Treasury Lending Agreement, dated September 9, 2008†
10.2	Federal Home Loan Bank of Boston 2008 Director Compensation Plan revised as of October 17, 2008†
10.2.3	The Federal Home Loan Bank of Boston Thrift Benefit Equalization Plan as amended and restated on July 18, 2008 effective January 1, 2008
10.2.4	The Federal Home Loan Bank of Boston Pension Benefit Equalization Plan, as amended and restated July 25, 2008 effective January 1, 2008
31.1	Certification of the president and chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the president and chief executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
32.2	Certification of the chief financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†

†              Previously filed.

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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 thereunto duly authorized.

Date			FEDERAL HOME LOAN BANK OF BOSTON
			(Registrant)
December 17, 2008	By:	/s/	Michael A. Jessee
			Michael A. Jessee
			President and Chief Executive Officer
			(Principal Executive Officer)
December 17, 2008	By:	/s/	Frank Nitkiewicz
			Frank Nitkiewicz
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

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