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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended December 31, 2006.o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from __________ to __________.
 Commission File Number 000-51194
 Benjamin Franklin Bancorp, Inc.
 Exact name of Registrant as specified in its Charter
 Massachusetts
(State of incorporation)
    
    04-3336598
(I.R.S. Employer Identification No.)
 P.O. Box 309
58 Main Street
Franklin, Massachusetts 02038-0309
(508) 528-7000  Address and telephone number of principal executive offices
 securities registered pursuant to section of the act
 Title of Each Class
    
    Name of Each Exchange on which RegisteredCommon Stock, no par value
    
    NASDAQ Global Select Market
 securities registered pursuant to section of the act
 
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  Large accelerated filer  o
    
    Accelerated filer  þ
    
    Non-accelerated filer  o




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o þ
   DOCUMENTS INCORPORATED BY REFERENCE
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TABLE OF CONTENTS  EXPLANATORY NOTEPART IVItem 15.      Exhibits and Financial Statement Schedules.SIGNATURESAnnual Report on Form 10-K/A for the Year Ended December 31, 2006 Exhibits Filed HerewithEx-23.1 Consent of
Parent, McLaughlin & Nangle, CPA'sEx-31.1 Certification of Chief Executive OfficerEx-31.2 Certification of Chief Financial OfficerEx-32.1 Certification of Chief Executive Officer pursuant to Section 906Ex-32.2 Certification of Chief Financial Officer pursuant to Section 906 
 EXPLANATORY NOTE




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TABLE OF CONTENTS
 PageINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS REPORT
    
    
    1FINANCIAL STATEMENTS:Statements of net assets available for benefits
    
    
    2Statements of changes in net assets available for benefits
    
    
    3Notes to financial statements
    
    
    4-11SUPPLEMENTAL SCHEDULES:
    
    
    12Line 4i  Schedule of assets (held at end of year)
    
    
    13Line 4i  Schedule of assets (acquired and disposed of within year)
    
    
    14




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     /s/ Parent, McLaughlin & NangleCertified Public Accountants, Inc.




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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 
 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
 December 31,2006
    
    
    2005INVESTMENT IN SAVINGS BANKS EMPLOYEES
RETIREMENT ASSOCIATION COMMON/
COLLECTIVE TRUST, at fair value
    
    $
    10,239,462
    
    
    $
    7,533,598PARTICIPANT LOANS
    
    
    244,891
    
    
    
    217,184NET ASSETS AVAILABLE FOR BENEFITS
    
    $
    10,484,353
    
    
    $
    7,750,782
  - 2 -




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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 
 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
 Year Ended December 312006
    
    
    2005ADDITIONS TO NET ASSETS ATTRIBUTED TO:Investment income:Net investment gain from investment in Savings
Banks Employees Retirement Association
Common/Collective Trust
    
    $
    1,149,598
    
    
    $
    733,110Interest income  participant loans
    
    
    13,042
    
    
    
    10,4941,162,640
    
    
    
    743,604Contributions:Employers
    
    
    435,102
    
    
    
    391,398Participants
    
    
    602,732
    
    
    
    555,187Participant rollovers
    
    
    47,386
    
    
    
    56,1221,085,220
    
    
    
    1,002,707Total additions
    
    
    2,247,860
    
    
    
    1,746,311DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:Benefits paid to participants
    
    
    719,449
    
    
    
    299,019Deemed distributions of participant loans
    
    
    17,828
    
    
    
    1,392Total deductions
    
    
    737,277
    
    
    
    300,411NET INCREASE
    
    
    1,510,583
    
    
    
    1,445,900NET ASSETS AVAILABLE FOR BENEFITS:Beginning of year
    
    
    7,750,782
    
    
    
    6,304,882Transfer of assets to this plan
    
    
    1,222,988
    
    
    
    End of year
    
    $
    10,484,353
    
    
    $
    7,750,782
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2006 AND 2005
 Description of the Plan
  General
  Eligibility
  Contributions
   Participant accounts
 
 - 4 -




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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2006 AND 2005
 Description of the Plan
 Investments
  Equity Account
  Index 500 Account
  Small Cap Growth Account
  International Equity Account
  Small Cap Value Account
 
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2006 AND 2005
 Description of the Plan
 Investments
 Large
Cap Value Account
  Large Cap Growth Account
  Life Path Accounts
  All Asset Account
  The SBERA Account
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2006 AND 2005
 Description of the Plan
 Investments
 Money Market Account
  Certificate of Deposit
  Bond Account
  Bank Shares
  Vesting
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2006 AND 2005
 Description of the Plan
 Payment of benefits
  Hardship withdrawals
   Basis of accounting
  Estimates
  Investment valuation and income recognition
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2006 AND 2005
 Summary of Significant Accounting Policies
 Benefit payments
  Investment
  2006
    
    
    2005Assets:Cash
    
    $
    8,525,257
    
    
    $
    9,413,511Investments:Bonds and other obligations:U.S. Government and agency obligations
    
    
    103,303,365
    
    
    
    108,196,658Other bonds and obligations
    
    
    98,498,296
    
    
    
    77,891,478Total bonds and other obligations
    
    
    201,801,661
    
    
    
    186,088,136Short-term investments
    
    
    94,721,925
    
    
    
    38,534,328Equity securities, primarily common stocks
    
    
    535,027,656
    
    
    
    492,479,243Certificates of deposits
    
    
    3,516,058
    
    
    
    3,020,613Loans to 401(k) plan participants
    
    
    8,671,507
    
    
    
    7,489,665Total investments
    
    
    843,738,807
    
    
    
    727,611,985Other assets
    
    
    990,120
    
    
    
    1,460,258Total assets
    
    
    853,254,184
    
    
    
    738,485,754Liabilities:Accrued operating and other expenses
    
    
    1,351,278
    
    
    
    606,832Net assets available for benefits
    
    $
    851,902,906
    
    
    $
    737,878,922
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2006 AND 2005
 Investment
  2006
    
    
    2005Investment income:Net realized gains on investments
    
    $
    24,359,627
    
    
    $
    33,204,963Interest and dividends
    
    
    8,459,194
    
    
    
    9,815,396Unrealized appreciation of
investments
    
    
    68,894,262
    
    
    
    14,191,533Total investment income
    
    
    101,713,083
    
    
    
    57,211,892Administrative expenses
    
    
    (3,619,764
    )
    
    
    (1,982,038
    )Total Trust net investment income
    
    $
    98,093,319
    
    
    $
    55,229,854
 Related Party Transactions
  Tax Status
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 NOTES TO FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2006 AND 2005
 Plan Termination
  Assets Allocated to Withdrawn Participants
  Transfer of Net Assets to Plan
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SUPPLEMENTAL SCHEDULES
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 
 SCHEDULE H, LINE 4i  SCHEDULE OF ASSETS (HELD AT YEAR END)
 AS OF DECEMBER 31, 2006
 (b)
    
    (c)
    
    
    
    
    
    (e)Identity of
    
    Investment
    
    (d)
    
    
    CurrentParty
    
    Description
    
    Cost
    
    
    Value* The Savings Banks Employees Retirement Association
    
    The Savings Banks Employees Retirement Association Common/Collective Trust
    
    $
    8,731,434
    
    
    $
    10,239,462Participant Loans
    
    Interest rates ranging from 5.0% to 9.5%
    
    
    
    
    
    
    244,891$
    10,484,353
 *
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SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION 401(k) PLAN  AS ADOPTED BY BENJAMIN FRANKLIN BANK
 
 SCHEDULE H, LINE 4i  SCHEDULE OF ASSETS (ACQUIRED  AND DISPOSED OF WITHIN YEAR)
 FOR THE YEAR ENDED DECEMBER 31, 2006
 (a)
    
    (b)
    
    (c)
    
    
    (d)Identity of Issuer, Borrower
    
    Investment
    
    Cost of
    
    
    Proceeds ofLessor of Similar Party
    
    Description
    
    Acquisitions
    
    
    DispositionsParticipant Loans
    
    Notes with 5.0% to 9.5% interest rates
    
    $
    -0-
    
    
    $
    -0-
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PART IV
 Item 15.      Exhibits and Financial Statement Schedules .
 (a) Exhibits
 Exhibit No.
    
    Description
    
    Footnotes23.1
    
    Consent of Parent, McLaughlin & Nangle,
Certified Public Accountants, Inc., independent
registered public accounting firm
    
    
    131.1
    
    Certification of Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
    
    
    131.2
    
    Certification of Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
    
    
    132.1
    
    Certification of Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
    
    
    132.2
    
    Certification of Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
    
    
    11.
    
    Filed herewith




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SIGNATURES
  Benjamin Franklin Bancorp, Inc.Date:  June 29, 2007
    By:
    /s/ Claire S. BeanClaire S. BeanTreasurer and Chief Financial Officer




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Benjamin Franklin Bancorp, Inc.
 
 ExhibitNumber
    Description23.1
    
    Consent of Parent, McLaughlin & Nangle, Certified Public Accountants, Inc.,
independent registered public accounting firm.31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley act of 2002.32.1
    
    Certification of 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.