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): January 17, 2003

                             Brookline Bancorp, Inc.
             (Exact name of registrant as specified in its charter)

            Delaware                     0-23695                 04-3402944
(State or other jurisdiction         (SEC File Number)        (I.R.S. Employer
      of incorporation)                                      Identification No.)




Registrant's telephone number, including area code:  (617) 730-3500



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






Item 4.  Change in Registrant's Certifying Accountant

                  (a) On January 17, 2003, the Registrant elected to change its
         outside accounting firm, Grant Thornton LLP ("Grant Thornton"). The
         Registrant has engaged KPMG LLP ("KPMG") as its new outside accounting
         firm. The decision to change accounting firms was recommended by the
         audit committee of the Board of Directors and approved by the Board of
         Directors.

                  Grant Thornton's report on the consolidated financial
         statements of the Registrant for each of the two years in the period
         ended December 31, 2001 did not contain an adverse opinion or a
         disclaimer of opinion and was not qualified or modified as to
         uncertainty, audit scope or accounting principles. Grant Thornton has
         been engaged to audit the consolidated financial statements of the
         Registrant as of and for the year ended December 31, 2002. That audit
         has not been computed as of the date of this Report. During the two
         years ended December 31, 2001 and the interim period through the date
         of this Report, the Registrant had no disagreements with Grant Thornton
         on any matter of accounting principles or practices, financial
         statement disclosure or auditing scope or procedure which
         disagreements, if not resolved to the satisfaction of Grant Thornton,
         would have caused it to make reference to the subject matter of the
         disagreements in connection with its report.

                  None of the reportable events described by Item 304(a)(1)(v)
         of Regulation S-K has occurred.

                  The Registrant has provided Grant Thornton a copy of the
         disclosures contained in this Report, which was received by Grant
         Thornton on the date of this Report. The Registrant has requested Grant
         Thornton to furnish the Registrant with a letter in response to Item
         304(a) of Regulation S-K. Such letter is included in this Report as
         Exhibit 16.1.

                  (b) KPMG was engaged by the Registrant on January 17, 2003 to
         audit the consolidated financial statements of the Registrant as of and
         for the year ended December 31, 2003. During the two years ended
         December 31, 2001 and the subsequent interim period through the date of
         this Report, the Registrant did not consult with KPMG regarding any of
         the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.


Item 7.  Financial Statements and Exhibits

         Exhibits

         Exhibit Number     Exhibit Description

                16.1        Letter of Grant Thornton regarding change in
                            certifying accountant






                                   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.

                                            BROOKLINE BANCORP INC.


DATE:  January 23, 2003                     By: /s/ Richard P. Chapman, Jr.
                                                --------------------------------
                                                Richard P. Chapman, Jr.
                                                Chief Executive Officer