BOSTON PRIVATE BANCORP INC
8-K, 1997-01-14
STATE COMMERCIAL BANKS
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                       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)
                                DECEMBER 9, 1996


                          BOSTON PRIVATE BANCORP, INC.
                      -----------------------------------
               (Exact Name of Registrant as Specified in Charter)


      MASSACHUSETTS                                               04-2976299
- ----------------------------     ------------------------    -------------------
(State or Other Jurisdiction     (Commission File Number)       (IRS Employer
     of Incorporation)                                       Identification No.)


                   TEN POST OFFICE SQUARE, BOSTON, MA     02109
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's telephone number, including area code: (617) 556-1900
                                                           --------------


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ITEM 5 - OTHER EVENTS
- ---------------------


     On December 9, 1996, Boston Private Bancorp, Inc. (the "Company") completed
the sale in a private placement (the "Private Placement") of 730,000 shares of
Common Stock, par value $1.00 per share (the "Shares"), at a sale price of $4.50
per share. The net proceeds from the Private Placement of approximately
$3,000,000 will be used by the Company for general corporate purposes, including
providing additional equity capital to the Company's wholly-owned subsidiary,
Boston Private Bank & Trust Company, to support future growth.

     The Shares were offered by the Company in the Private Placement pursuant to
Rule 506 of Regulation D promulgated under the Securities Act of 1933, as
amended. The Shares were offered to and purchased by selected institutions and
individuals, including executive officers and directors of the Company. Keefe,
Bruyette & Woods, Inc. acted as the exclusive placement agent for the Company in
connection with the Private Placement.



ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
- ---------------------------------------------------------------------------


     (c)  Exhibits

     99.1 Press Release Issued December 13, 1996


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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.


                                              BOSTON PRIVATE BANCORP, INC.



Date: January 6, 1997                         By: /s/ Walter M. Pressey
                                                 -------------------------------
                                                 Walter M. Pressey
                                                 Senior Vice President and
                                                 Chief Financial Officer



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                                  EXHIBIT INDEX


Exhibit
Number          Description                                        Page
- ------          -----------                                        ----

99.1            Press Release Issued December 13, 1996                4



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EXHIBIT 99.1 - PRESS RELEASE ISSUED DECEMBER 13, 1996


            BOSTON PRIVATE BANCORP, INC. COMPLETES PRIVATE PLACEMENT
                               $3.0 Million Raised

(December 13, 1996 Boston, MA)--Boston Private Bancorp, Inc. today announced 
the successful completion of a private placement in which the Company raised
$3.0 million by issuing 730,000 shares of common stock at $4.50 per share. Net
proceeds from the private placement will be used for general corporate  
purposes and to support the Company's strategic growth plans.

     Boston Private Bancorp, Inc. is the parent company of Boston Private Bank &
Trust Company. The balance sheet assets of the Company as of September 30, 1996
were $268 million. Assets under management in the Investment Management and
Trust business of the Company totaled $661 million as of September 30, 1996.

     Timothy L. Vaill, President and CEO of the Company said, "We are very
pleased with the results of the private placement. We raised additional capital
which was needed to fuel the Bank's near term growth, and, in addition to
substantial participation by our Directors and Officers, attracted new
institutional investors." The private placement was managed by Keefe,
Bruyette & Woods, Inc., New York.

     Boston Private Bank & Trust Company specializes in providing private
banking and investment services to successful individuals, their families and
their businesses, as well as to foundations and institutional clients.

     The Bank offers a full range of banking and investment management services
to its domestic and international clientele with a commitment to exceptional
service. In the City of Boston, the Bank also offers a First Time Homebuyer
Program. Under its Accessible Banking Program, the Bank is an active provider
of real estate financing for affordable housing and economic development and
small business loans. SOURCE Boston Private Bancorp, Inc.


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