FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Schwartz George G

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/3/2016 

3. Issuer Name and Ticker or Trading Symbol

BOSTON PRIVATE FINANCIAL HOLDINGS INC [BPFH]

(Last)        (First)        (Middle)

BOSTON PRIVATE BANK & TRUST COMPANY, TEN POST OFFICE SQUARE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
President-Boston Private Bank /

(Street)

BOSTON, MA 02109       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

5/3/2016 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   111010.92   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   8/16/2010   8/15/2018   Common Stock   7500.0   $9.03   D    
Employee Stock Option (Right to Buy)   2/4/2008   2/15/2017   Common Stock   5500.0   $29.84   D    
Performance Shares     (2)   (2) Common Stock   10030.0     (2) D    
Performance Shares     (3)   (3) Common Stock   11436.0     (3) D    
Employee Stock Option (Right to Buy)   6/15/2009   6/15/2019   Common Stock   13870.0   $4.92   D    
Employee Stock Option (Right to Buy)   5/14/2010   5/14/2020   Common Stock   15505.0   $7.94   D    
Employee Stock Option (Right to Buy)   5/13/2011   5/13/2021   Common Stock   15935.0   $6.42   D    

Explanation of Responses:
( 1)  Number of shares updated to include restricted stock that was inadvertantly omitted from the original Form 3 filing.
( 2)  Performance shares vest based on the Company's performance for the period January 1, 2014 through December 31, 2016.
( 3)  Performance shares vest based on the Company's performance for the period January 1, 2015 through December 31, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Schwartz George G
BOSTON PRIVATE BANK & TRUST COMPANY
TEN POST OFFICE SQUARE
BOSTON, MA 02109

President-Boston Private Bank

Signatures
/s/ Margaret W. Chambers, attorney-in-fact for Mr. Schwartz. 5/17/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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