FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * CANER GEORGE C JR   2. Issuer Name and Ticker or Trading Symbol BROOKLINE BANCORP INC [brkl] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 160 WASHINGTON ST 3. Date of Earliest Transaction (Month/Day/Year) 11/24/2009 (Street) BROOKLINE, MA 02447-0469 4. If Amendment, Date Original Filed(Month/Day/Year) 12/11/2009 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock 11/24/2009   G V 45,225 (1) D $ 0 22,000 (2) D   Common stock 11/24/2009   G   45,225 (1) A $ 0 45,225 I Irrevocable Trust of Spouse (1) Common stock 12/10/2009   S   11,000 D $ 9.748 34,225 I Irrevocable Trust of Spouse

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock options

$ 15.02

01/02/2005

12/19/2013

Common stock

25,000

25,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CANER GEORGE C JR 160 WASHINGTON ST BROOKLINE, MA 02447-0469	X

Signatures

Paul R. Bechet, Power of Attorney		12/24/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On November 24, 2009, George C. Caner, Jr. voluntarily transferred 45,225 as a gift to the Judith B. Caner 1991 Irrevocable Trust. Judith Caner was the spouse of George Caner. George Caner is one of the two trustees of the Trust.
(2)	The amount of shares owned by George C. Caner, Jr. of 22,000 is one share less than the number of shares previously reported as owned before the transfer mentioned in footnote one. The one share difference resulted from treatment of a fractional share when an exchange occurred on July 9, 2002.

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