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FORM 4
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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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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| CONLEY DAVID P |
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2. Issuer Name and Ticker or Trading Symbol
BOSTONFED BANCORP INC [(BFD)]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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Exec.VP/Pres. & Treas. of Bank
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17 NEW ENGLAND EXECUTIVE PARK |
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2004 |
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BURLINGTON, MA 01803 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/14/2004 |
| M |
| 1,781 | A |
$
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| 23,411 | D |
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| Common Stock |
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| 3,553 | I | By 401(k) |
| Common Stock |
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| 9,193 | I | By ESOP |
| Common Stock |
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| 3,167 | I | By IRA |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Phantom Stock Units |
$
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| 12/14/2004 |
| D |
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| 198 |
(1) |
(1) | Common Stock | 198 |
$
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| 1,781 | I | By SERPs |
| Phantom Stock Units |
$
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| 12/14/2004 |
| M |
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| 1,781 |
(2) |
(2) | Common Stock | 1,781 |
$
0
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0
| I | By SERPs |
Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
CONLEY DAVID P
17 NEW ENGLAND EXECUTIVE PARK
BURLINGTON, MA 01803 |
X
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Exec.VP/Pres. & Treas. of Bank |
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Signatures
| By: Lori M. Beresford, Power of Attorney | |
12/16/2004 |
| **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) | These shares have accrued to the reporting person's benefit pursuant to the excess defined benefit and contribution plans (SERPs) as defined in Rule 16b-3(b)(2), which restore benefits under the 401(k) plan and ESOP. |
| (2) | Since the reporting person's last report, 45 Phantom Stock Units have accrued to his benefit pursuant to the excess defined benefit and contribution plans (SERPs) as defined in Rule 16b-3(b)(2), which restore benefits under the 401(k) plan and ESOP. This acquisition is exempt pursuant to Rule 16b-3(c). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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