U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTER ENDED JUNE 30, 2001
                              -------------

                         COMMISSION FILE NUMBER: 0-25251
                                                 -------

                              CENTRAL BANCORP, INC.
                              ---------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                                  MASSACHUSETTS
                                  -------------
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                  I.R.S. EMPLOYER IDENTIFICATION NO. 04-3447594

                   399 HIGHLAND AVENUE, SOMERVILLE, MA. 02144
                   ------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                          REGISTRANT'S TELEPHONE NUMBER
                                 (617) 628-4000
                                 --------------


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the  preceding  12 months (or such  shorter  period  that the Company was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.


                                    Yes  X    No
                                        ---     ---


                 Class                     Outstanding at August 10, 2001
       -----------------------------       ------------------------------
       Common Stock, $1.00 par value                 1,682,319



<PAGE>


                      CENTRAL BANCORP, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION
         ---------------------

         Item 1.    Financial Statements

                    Consolidated  Statements of Financial Condition at March 31,
                    2001 and June 30, 2001 (unaudited)

                    Consolidated  Statements  of  Income  for  the  three  month
                    periods ended June 30, 2001 and 2000 (unaudited)

                    Consolidated  Statements  of Cash Flows for the three  month
                    periods ended June 30, 2001 and 2000 (unaudited)

                    Consolidated  Statements of Changes in Stockholders'  Equity
                    for the three  month  periods  ended June 30,  2001 and 2000
                    (unaudited)

                    Notes to Consolidated Financial Statements (unaudited)

         Item 2.    Management's  Discussion and Analysis of Financial Condition
                    and  Results of Operations for the three month periods ended
                    June 30, 2001 and 2000

         Item 3.    Quantitative and Qualitative Disclosures about Market Risk

                    (Incorporated by reference to the Company's Annual Report on
                    Form 10-K for the fiscal year ended March 31, 2001)

PART II. OTHER INFORMATION
         -----------------

         Item 1.    Legal Proceedings

         Item 2.    Changes in Securities and Use of Proceeds

         Item 3.    Defaults upon Senior Securities

         Item 4.    Submission of Matters to a Vote of Security Holders

         Item 5.    Other Information

         Item 6.    Exhibits and Reports on Form 8-K

SIGNATURES

<PAGE>


Item 1-Financial Statements:

                      CENTRAL BANCORP, INC. AND SUBSIDIARY
                 Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>

                                                                              June 30,              March 31,
(Dollars in Thousands)                                                          2001                   2001
---------------------------------------------------------------------------------------------------------------
ASSETS                                                                     (Unaudited)

<S>                                                                     <C>                   <C>
Cash and due from banks                                                 $         4,955       $         5,351
                                                                        ---------------------------------------
Short-term investments                                                           43,098                34,529
Investments available for sale:
  Investment securities                                                          29,852                31,263
  Mortgage-backed securities                                                     17,679                19,314
Stock in Federal Home Loan Bank of Boston, at cost                                6,150                 6,150
The Co-operative Central Bank Reserve Fund                                        1,576                 1,576
                                                                        ---------------------------------------
    Total investments                                                            98,355                92,832
                                                                        ---------------------------------------

Loans:
  Mortgage loans                                                                323,966               338,898
  Other loans                                                                     7,649                 6,895
                                                                        ---------------------------------------
                                                                                331,615               345,793
  Less allowance for loan losses                                                 (3,211)               (3,106)
                                                                        ---------------------------------------
    Net loans                                                                   328,404               342,687
                                                                        ---------------------------------------

Accrued interest receivable                                                       2,226                 2,426
Office properties and equipment, net                                              1,978                 2,018
Deferred tax asset, net                                                             821                   801
Goodwill, net                                                                     2,448                 2,520
Other assets                                                                        660                   702
                                                                        ---------------------------------------
    Total assets                                                        $       439,847       $       449,337
                                                                        =======================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits                                                              $       284,131       $       287,167
  Advances from Federal Home Loan Bank of Boston                                114,000               121,000
  Advance payments by borrowers for taxes and insurance                           1,021                 1,220
  Accrued interest payable                                                          595                   608
  Accrued income taxes                                                              222                    --
  Accrued expenses and other liabilities                                          1,360                 1,130
                                                                        ---------------------------------------
    Total liabilities                                                           401,329               411,125
                                                                        ---------------------------------------

Commitments and Contingencies (Note 2)

Stockholders' equity:
  Preferred stock $1.00 par value; authorized 5,000,000 shares;
    none issued or outstanding                                                       --                    --
  Common stock $1.00 par value; authorized 15,000,000 shares;
    Issued 1,988,000,and 1,970,000 shares (outstanding 1,682,319 and
    1,684,164) at June 30, 2001 and March 31, 2001 respectively                   1,988                 1,970
  Additional paid-in capital                                                     11,536                11,190
  Retained income                                                                31,312                30,950
  Treasury stock (305,681 shares and 285,836 shares at June 30,
    2001, and March 31, 2001, respectively), at cost                             (5,636)               (5,230)

  Accumulated other comprehensive income (loss) (note 4)                           (477)                 (431)
  Unearned compensation - ESOP                                                     (205)                 (237)
                                                                        ---------------------------------------
    Total stockholders' equity                                                   38,518                38,212
                                                                        ---------------------------------------
    Total liabilities and stockholders' equity                          $       439,847       $       449,337
                                                                        =======================================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.
<PAGE>



                      CENTRAL BANCORP, INC. AND SUBSIDIARY
                        Consolidated Statements of Income
                      (In Thousands, Except Per Share Data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                    June 30,
                                                                              2001            2000
                                                                           ----------------------------
<S>                                                                        <C>             <C>
Interest and dividend income:
  Mortgage loans                                                           $     6,149   $       6,013
  Other loans                                                                      181             126
  Short-term investments                                                           472              85
  Investment securities                                                            489             610
  Mortgage-backed securities                                                       288             375
  The Co-operative Central Bank Reserve Fund                                        20              21
                                                                           ----------------------------
    Total interest and dividend income                                           7,599           7,230
                                                                           ----------------------------
Interest expense:
  Deposits                                                                       2,638           2,343
  Advances from Federal Home Loan Bank of Boston                                 1,726           1,450
                                                                           ----------------------------
    Total interest expense                                                       4,364           3,793
                                                                           ----------------------------

    Net interest and dividend income                                             3,235           3,437
Provision for loan losses                                                           --              --
                                                                           ----------------------------
    Net interest and dividend income after
      provision for loan losses                                                  3,235           3,437
                                                                           ----------------------------
Non-interest income:
  Deposit service charges                                                          123             103
  Net gains from sales of investment securities                                    203             184
  Other income                                                                      83              51
                                                                           ----------------------------
    Total non-interest income                                                      409             338
                                                                           ----------------------------
Operating expenses:
  Salaries and employee benefits                                                 1,533           1,317
  Occupancy and equipment                                                          318             279
  Data processing service fees                                                     270             128
  Professional fees                                                                192             268
  Goodwill amortization                                                             72              72
  Advertising                                                                      119             226
  Other expense                                                                    307             286
                                                                           ----------------------------
    Total operating expenses                                                     2,811           2,576
                                                                           ----------------------------

    Income before income taxes                                                     833           1,199
Income tax expense                                                                 303             434
                                                                           ----------------------------
      Net income                                                           $       530   $         765
                                                                           ============================

Earnings per common share                                                  $      0.32   $        0.43
                                                                           ============================

Earnings per common share, diluted                                         $      0.32   $        0.43
                                                                           ============================


Weighted average common shares outstanding                                       1,661           1,788

Weighted average common shares outstanding, diluted                              1,670           1,788
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


<PAGE>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                              June 30,
                                     (In Thousands)                                       2001           2000
----------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>            <C>
Cash flows from operating activities:

Net income                                                                              $    530       $    765
   Adjustments to reconcile net income to net cash provided by operating activities
      Depreciation and amortization                                                          107            112
      Amortization of premiums, fees and discounts                                            33             23
      Amortization of goodwill                                                                72             72
      Net gains from sales of investment securities                                         (203)          (184)
Increase in deferred tax asset                                                                --            (11)
Decrease (increase) in accrued interest receivable                                           200           (134)
Decrease in other assets                                                                      42             24
Increase (decrease) in advance payments by borrowers for taxes and insurance                (199)            80
Decrease in accrued interest payable                                                         (13)           (58)
Increase in accrued income taxes                                                             222            406
Increase in accrued expenses and other liabilities                                           230            261
                                                                                        -----------------------
      Net cash provided by operating activities                                            1,021          1,356
                                                                                        -----------------------

Cash flows from investing activities:

    Principal collected on loans                                                          32,381         14,341
    Loan originations                                                                    (18,098)       (37,137)
    Principal payments on mortgage-backed securities available for sale                    1,667          1,044
    Purchase of investment securities available for sale                                  (7,291)        (2,223)
    Maturities of investment securities available for sale                                 7,990             --
    Proceeds from sales of investment securities available for sale                          784          1,167
    Net (increase) decrease in short-term investments                                     (8,569)        12,342
    Purchase of office properties and equipment                                              (67)           (39)
                                                                                        -----------------------
      Net cash provided by (used in) investing activities                                  8,797        (10,505)
                                                                                        -----------------------

Cash flows from financing activities:

    Net (decrease) increase in deposits                                                   (3,036)         9,757
    Proceeds from advances from FHLB of Boston                                                --         53,000
    Payments on advances from FHLB of Boston                                              (7,000)       (53,750)
    Net Directors Deferred Compensation                                                        2             --
    Purchase of Treasury stock                                                              (386)          (633)
    Earned ESOP shares charged to expense                                                     50             --
    Proceeds from exercise of Stock Options                                                  292             --
    Payments of dividends on common stock                                                   (168)          (180)
    Amortization of unearned compensation - ESOP                                              32             32
                                                                                        -----------------------
      Net cash (used in) provided by financing activities                                (10,214)         8,226
                                                                                        -----------------------

    Net increase (decrease) in cash and due from banks                                      (396)          (923)
    Cash and due from banks at beginning of period                                         5,351          6,588
                                                                                        -----------------------
    Cash and due from banks at end of period                                            $  4,955       $  5,665
                                                                                        =======================

    Supplemental disclosure of cash flow information: Cash paid during the
      period for:
        Interest                                                                        $  4,377       $  3,851
        Income taxes                                                                          81             28
    Schedule of noncash investing activities:
      Transfer of mortgage loans to real estate acquired by foreclosure                       --             --
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

<PAGE>


                      CENTRAL BANCORP, INC. AND SUBSIDIARY
           Consolidated Statements of Changes in Stockholders' Equity
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                        Additional
                                                             Common      Paid-In    Retained     Treasury
                             (In Thousands)                   Stock      Capital     Income       Stock
------------------------------------------------------------------------------------------------------------
<S>                                                          <C>         <C>         <C>         <C>
Three Months Ended June 30, 2000
--------------------------------
      Balance at March 31, 2000                              $  1,970    $ 11,190    $ 28,538    $ (3,043)
                                                             --------    --------    --------    --------
      Net Income                                                   --          --         765          --
      Other Comprehensive Income (loss), net of tax
          Unrealized (losses) on securities , net of
                 reclassification adjustment (note 4)              --          --          --          --
                                                             --------    --------    --------    --------
             Comprehensive income (loss)                           --          --         765          --
                                                             --------    --------    --------    --------
      Purchase of treasury stock                                   --          --          --        (633)
      Dividends Paid                                               --          --        (180)         --
      Amortization of unearned compensation - ESOP                 --          --          --          --
                                                             --------    --------    --------    --------
      Balance at June 30, 2000                               $  1,970    $ 11,190    $ 29,123    $ (3,676)
                                                             ========    ========    ========    ========
Three Months Ended June 30, 2001
--------------------------------
      Balance at March 31, 2001                              $  1,970    $ 11,190    $ 30,950    $ (5,230)
                                                             --------    --------    --------    --------
      Net Income                                                   --          --         530          --
      Other Comprehensive Income (loss), net of tax
          Unrealized (losses) on securities, net of
                 reclassification adjustment (note 4)              --          --          --          --
                                                             --------    --------    --------    --------
             Comprehensive income (loss)                           --          --         530          --
                                                             --------    --------    --------    --------

      Proceeds from exercise of stock options                      18         274          --          --
      Earned ESOP shares charged to expense                        --          50          --          --
      Director Deferred Compensation                               --          22          --         (20)
      Purchase of treasury stock                                   --          --          --        (386)
      Dividends Paid                                               --          --        (168)         --
      Amortization of unearned compensation - ESOP                 --          --          --          --
                                                             --------    --------    --------    --------
      Balance at June 30, 2001                               $  1,988    $ 11,536    $ 31,312    $ (5,636)
                                                             ========    ========    ========    ========
<CAPTION>
                                                              Accumulated
                                                                  Other           Unearned       Total
                                                              Comprehensive    Compensation    Stockholders'
                             (In Thousands)                    Income (Loss)       ESOP          Equity
------------------------------------------------------------------------------------------------------------
<S>                                                              <C>             <C>            <C>
Three Months Ended June 30, 2000
--------------------------------
      Balance at March 31, 2000                                  $ (825)         $  (433)       $ 37,397
                                                                 ------          -------        --------
      Net Income                                                     --               --             765
      Other Comprehensive Income (loss), net of tax
          Unrealized (losses) on securities , net of
                 reclassification adjustment (note 4)               (18)              --             (18)
                                                                 ------          -------        --------
             Comprehensive income (loss)                            (18)              --             747
                                                                 ------          -------        --------
      Purchase of treasury stock                                     --               --            (633)
      Dividends Paid                                                 --               --            (180)
      Amortization of unearned compensation - ESOP                   --               32              32
                                                                 ------          -------        --------
      Balance at June 30, 2000                                   $ (843)        $   (401)       $ 37,363
                                                                 ======          =======        ========
Three Months Ended June 30, 2001
--------------------------------
      Balance at March 31, 2001                                  $ (431)        $   (237)       $ 38,212
                                                                 ------          -------        --------
      Net Income                                                     --               --             530
      Other Comprehensive Income (loss), net of tax
          Unrealized (losses) on securities, net of
                 reclassification adjustment (note 4)               (46)              --             (46)
                                                                 ------          -------        --------
             Comprehensive income (loss)                            (46)              --             484
                                                                 ------          -------        --------

      Proceeds from exercise of stock options                        --               --             292
      Earned ESOP shares charged to expense                          --               --              50
      Director Deferred Compensation                                 --               --               2
      Purchase of treasury stock                                     --               --            (386)
      Dividends Paid                                                 --               --            (168)
      Amortization of unearned compensation - ESOP                   --               32              32
                                                                 ------          -------        --------
      Balance at June 30, 2001                                   $ (477)        $   (205)       $ 38,518
                                                                 ======          =======        ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.
<PAGE>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                                   (UNAUDITED)

(1) BASIS OF PRESENTATION
    ---------------------

     The consolidated  financial  statements of the Registrant for June 30, 2001
     and 2000 presented  herein should be read in conjunction with the financial
     statements  of the  Company  as of and for the year ended  March 31,  2001,
     included in the  Company's  Annual  Report on Form 10-K.  In the opinion of
     management,  the accompanying  unaudited  consolidated financial statements
     reflect  all  adjustments,  consisting  of  normal  recurring  adjustments,
     necessary to fairly present the results for the interim periods  presented.
     Interim  results are not  necessarily  indicative of results to be expected
     for the entire year.

(2) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
    -------------------------------------------------

     Commitments  to  originate  loans,  unused  lines of credit and  unadvanced
     portions  of  construction  loans  are  agreements  to lend to a  customer,
     provided  there  is no  violation  of  any  condition  established  in  the
     contract.  Commitments  generally  have  fixed  expiration  dates  or other
     termination  clauses  and may require  payment of a fee.  Since many of the
     commitments  may expire  without  being  drawn upon,  the total  commitment
     amounts do not necessarily represent future cash requirements.  The Company
     evaluates each customer's  credit  worthiness on a case-by-case  basis. The
     amount of  collateral  obtained,  if deemed  necessary  by the Company upon
     extension of credit,  is based on  management's  credit  evaluation  of the
     borrower.

     Commitments at June 30, 2001 follow:                         (In Thousands)

       Unused lines of credit.....................................  $  10,633
       Unadvanced portions of construction loans..................      9,044
       Unadvanced portions of commercial loans....................      7,277
       Commitments to originate commercial loans..................      9,743
       Commitments to originate residential mortgage loans:
           Fixed rate.............................................        676
           Adjustable rate........................................      1,217

<PAGE>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                  JUNE 30, 2001
                                   (UNAUDITED)


(3) INCOME TAXES
    ------------

     The Company accounts for income taxes using the asset and liability method.
     Deferred  tax assets and  liabilities  are  established  for the  temporary
     differences  between the financial reporting basis and the tax basis of the
     Company's  assets and  liabilities  at enacted tax rates  expected to be in
     effect when such amounts are realized or settled.

(4) REPORTING COMPREHENSIVE INCOME
    ------------------------------

     The  Company  has  established   standards  for  reporting  and  displaying
     comprehensive  income,  which is  defined as all  changes to equity  except
     investments  by,  and  distributions  to,  shareholders.  Net  income  is a
     component of comprehensive income, with all other components referred to in
     the aggregate as other comprehensive income.

     The Company's other  comprehensive  income (loss) and related tax effect is
     as follows:
<TABLE>
<CAPTION>
                                                                                       For the Three Months Ended
                                    (In Thousands)                                            June 30, 2001
             ----------------------------------------------------------------------------------------------------------
                                                                               Before-
                                                                                Tax         Tax (Benefit)     After-Tax
                                                                               Amount         Expense          Amount
                                                                               ------       -------------     ---------
<S>                                                                            <C>            <C>              <C>
             Unrealized gains (losses) on securities
               Unrealized holding gains arising during period                  $     137      $     53         $   84

               Less: reclassification adjustment for
                 gains realized in net income                                        203            73            130
                                                                               --------------------------------------

               Other comprehensive loss                                        $     (66)     $    (20)        $  (46)
                                                                               ======================================
<CAPTION>

                                                                                       For the Three Months Ended
                                                                                              June 30, 2000
                                                                           --------------------------------------------
                                                                               Before-
                                                                                Tax         Tax (Benefit)     After-Tax
                                                                               Amount         Expense          Amount
                                                                               ------       -------------     ---------
<S>                                                                            <C>            <C>              <C>
             Unrealized gains (losses) on securities
               Unrealized holding gains arising during period                  $     155      $     56         $   99

               Less:  reclassification adjustment for
                 gains realized in net income                                        184            67            117
                                                                               --------------------------------------

               Other comprehensive loss                                        $     (29)     $    (11)        $  (18)
                                                                               ======================================
</TABLE>
<PAGE>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                  JUNE 30, 2001
                                   (UNAUDITED)


(5) DIRECTORS DEFERRED COMPENSATION PLAN
    ------------------------------------

     In fiscal 2001, the Company  established a deferred  compensation  plan for
     its directors.  The plan allows the Company's directors to defer receipt of
     all or a  portion  of  their  compensation.  The  plan  requires  that  the
     compensation  deferred be invested in Company stock held in an  irrevocable
     trust.  At June 30, 2001 the trust held 845 shares of Central Bancorp stock
     that the Company has classified as treasury stock.  The treasury shares are
     considered  outstanding in the  computation of earning's per share and book
     value per share.


<PAGE>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

GENERAL:
-------

     On  January 8, 1999,  the  Registrant,  Central  Bancorp,  Inc.  became the
     holding  company of Central  Co-operative  Bank when the Bank completed its
     holding company  reorganization.  Because substantially all of the business
     of the Registrant is the business of the Bank, the discussion below focuses
     on the  business  of the  Bank.  For more  information,  see  "Management's
     Discussion   and   Analysis   of   Financial   Condition   and  Results  of
     Operations--Holding  Company"  included in the  Company's  Annual Report on
     Form 10-K as of and for the year ended March 31, 2001.

     Net income  amounted to $530,000,  or $0.32 per diluted share for the three
     months ended June 30, 2001 as compared to net income of $765,000,  or $0.43
     per diluted share in the corresponding quarter ended June 30, 2000.

     The  earnings  decline for the June 30,  2001  quarter was in part due to a
     $202,000  decrease in net interest and dividend income compared to the year
     earlier  quarter.  This decrease was  attributable  to an  acceleration  in
     residential  loan pay-offs as borrowers  sought to refinance their loans at
     lower rates, a slowing of long-term,  fixed-rate loan  originations  due to
     the current interest rate  environment,  and a determination by the Company
     to slow  its  lending  activities  during  the  first  half of the  current
     calendar year in anticipation  of the slowdown in the national  economy and
     especially  in the local  real  estate  markets.  The  increased  liquidity
     maintained  following the decision to slow lending  activities and the drop
     in  short-term  rates as a  result  of  Federal  Reserve  actions  led to a
     compression in the Company's  interest rate spread and margin.  The Company
     anticipates  that the interest rate spread and margin will improve once the
     impact of interest rate declines reduce the cost of deposits.

     In addition,  the Company's operating expenses increased by $235,000 during
     the June 30,  2001  quarter  over the June 30,  2000  quarter.  The  higher
     operating  expenses for new personnel and data processing also  contributed
     to the decline in net income in the year-to-year comparisons.  The increase
     in  personnel  costs  included  the  addition of staff to sell  non-deposit
     investment  products,  including  mutual  funds,  annuities  and  insurance
     products,  to  generate  fee income in future  periods.  Additionally,  the
     Company  increased  its loan  administration  staff to better  monitor  and
     develop the commercial loan area. During fiscal 2001, the Company converted
     to a new  computer  processing  system  that will allow it to  continue  to
     improve its products offerings and services to both individual and business
     customers.  Although more costly,  the new system will allow the Company to
     be more competitive with other financial  services providers by allowing it
     to offer the same types of products  offered by larger  competitors.  As an
     example,  the Company  expects to launch a  full-service  internet  banking
     product during the second fiscal quarter.

<PAGE>

FINANCIAL CONDITION:
-------------------

     The  following is a discussion of the major changes and trends in financial
     condition  from the end of the  preceding  fiscal year,  March 31, 2001, to
     June 30, 2001.

     Total  assets  decreased  from  $449.3  million at March 31, 2001 to $439.8
     million at June 30,  2001  primarily  as a result of net loan  payoffs  and
     amortization.  Funds  generated  from the  reduction  in loans were used to
     increase short term investments and to fund deposit outflows and maturities
     of advances from FHLB of Boston.

     The Company's loan balance declined by $14.2 million or 4.1% as a result of
     a higher  level of  amortization  and  payoffs  than  originations,  as the
     Company made a decision to slow down long-term fixed-rate  residential loan
     originations  because  of the low rate  environment  for such  loans.  Loan
     originations  amounted  to $18.1  million,  of which $7.7  million  were in
     residential real estate loans.  Loan  amortization and pay-offs amounted to
     $32.4  million.  The  Company's  investment  portfolio  increased  by  $5.5
     million,  primarily  as a result of an increase in short term  investments,
     offset  by  net  maturities  and  calls  of  investment  securities  and by
     pay-downs of mortgage-backed securities.

     Deposits  decreased during the three month period by $3.0 million primarily
     due to a decrease in term  deposit  certificates,  offset by  increases  in
     savings and transaction accounts.

     During the quarter,  the Company  continued its fourth common stock buyback
     program.  An additional  19,000 shares were purchased during the quarter at
     an average  price of  $20.33.  At June 30,  2001,  60,458  shares  remained
     authorized by that program.  The shares repurchased since the first buyback
     program  was  adopted  in April 1999  total  304,836 at an average  cost of
     $18.42  per  share,  representing  15.47% of the  common  stock  issued and
     outstanding prior to the adoption of the first buyback program..

NON-PERFORMING ASSETS:
---------------------

     The Company had  non-accruing  loans at June 30, 2001 totaling $1 thousand,
     an  increase  of $1  thousand  from  March 31,  2001.  Interest  income not
     recognized on non-accruing  loans for the first three months of fiscal 2001
     was less than one hundred dollars.

     The following  table sets forth  information  with respect to the Company's
     non-performing assets for the dates indicated:
<PAGE>
<TABLE>
<CAPTION>
                                                        June 30,    March 31,     June 30,
                                                          2001        2001         2000
                                                        --------    ---------     --------
                                                               (Dollars in thousands)
<S>                                                      <C>          <C>           <C>
Loans accounted for on a
    non-accrual basis, (non-accruing loans)              $    1       $  --         $  --
Impaired loans, accruing                                     --          --            --
Non-accruing loans as a percentage of
  total loans                                              0.00%       0.00%         0.00%
Non-accruing loans as a percentage of
  total assets                                            0.00%        0.00%         0.00%
</TABLE>


RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2001, AND 2000:
---------------------

     Net income for the three months ended June 30, 2001, and 2000,  amounted to
     $530,000  or $0.32 per  diluted  share and  $765,000  or $0.43 per  diluted
     share, respectively.

     Interest income from the Company's loan portfolio increased $191,000 in the
     first  quarter of fiscal 2002.  This increase was primarily the result of a
     $15.7 million  increase in the average loan  balance,  offset by a 12 basis
     point decrease in average rates earned on these loans.

     Income from the Company's investment  portfolio  (which  includes income on
     short term investments, investment securities,  mortgage-backed securities,
     FHLB stock and The  Co-operative  Central Bank Reserve  Fund)  increased by
     $178,000  during the first quarter of fiscal 2002 when compared to the same
     fiscal 2001 period.  The yield on these assets decreased by 54 basis points
     while the average balance increased by $20.9 million during the fiscal 2002
     quarter.

     Average earning assets  increased by $36.5 million while the rate earned on
     these assets decreased 27 basis points to 6.97% during the first quarter of
     fiscal 2002 when compared to the first quarter of fiscal 2001.

     The  Company's  cost of deposits  increased  by  $295,000  during the first
     quarter of fiscal 2002 when compared to the same fiscal 2001  quarter.  The
     rate paid on  deposits  increased  13 basis  points  from 3.53%  during the
     quarter  ended June 30,  2000 to 3.66%  during the  quarter  ended June 30,
     2001.  The average  balance of these  deposits  increased  $22.5 million to
     $288.0  million during the first quarter of fiscal 2002 from $265.5 million
     during the fiscal 2001 first quarter.

     The average  balance of borrowed funds increased by $21.1 million to $119.6
     million in the fiscal 2002 first  quarter  compared to $98.5 million in the
     same fiscal 2001 quarter. The rate paid on borrowings decreased by 11 basis
     points in the fiscal  2002  quarter to 5.77% from 5.89% in the

<PAGE>

     fiscal 2001 quarter.  The combined  effect of these changes  resulted in an
     increase of $276,000 in interest  expense on  borrowings to $1.7 million in
     the first  quarter of fiscal 2002 compared to $1.4 million in fiscal 2001's
     first quarter.

     The average balance of interest-bearing liabilities increased $43.6 million
     while the rates  paid on these  liabilities  increased  by 11 basis  points
     during the quarter ended June 30, 2002 when compared to the same period one
     year ago.

     These developments resulted in a $369,000 increase in interest and dividend
     income and an increase of $571,000  in interest  expense.  The  combination
     resulted in a $202,000  decrease in net interest  and dividend  income from
     the fiscal 2001 quarter to the fiscal 2002 quarter.

     The  provision  for loan losses is made to maintain the  allowance for loan
     losses at a level  which  management  considers  adequate  to  provide  for
     probable  losses based on an evaluation of known and inherent  risks in the
     loan portfolio. Due to the Bank's stable and relatively high level of asset
     quality, and, consistent with the current evaluation of the loan portfolio,
     the Company did not make any provision for the first quarter of fiscal 2002
     or fiscal 2001.

     Non-interest  income  increased by $71,000 to $409,000 in the first quarter
     of fiscal 2002 from $338,000 in the first fiscal 2001 quarter.  The Company
     recorded  $203,000  and  $184,000  in net gains  from  sales of  investment
     securities  during  the first  quarter  of  fiscal  2002 and  fiscal  2001,
     respectively.  Service charges on deposit accounts  increased by $20,000 to
     $123,000  during  fiscal  2002 and other  income,  including  fees from non
     deposit  investment  products,  increased  by  $32,000 to $83,000 in fiscal
     2002.

     Operating  expenses  increased $235,000 in the first quarter of fiscal 2002
     compared to the same  quarter of fiscal  2001.  This  increase is primarily
     attributable  to an increase of $216,000 in salaries and employee  benefits
     and an increase of $142,000 in Data Processing  Service Fees as a result of
     added personnel and a new computer processing system, offset by a reduction
     in advertising expense of $107,000 for the recent quarter due to a decision
     by management to slow the growth of both deposits and residential loans.

     The provision  for Federal and state income taxes  amounted to $303,000 and
     $434,000  during  the  first  quarter  of  fiscal  2002  and  fiscal  2001,
     respectively.  The  decreased  expense  relates  primarily to the decreased
     level of pre-tax income.

LIQUIDITY AND CAPITAL RESOURCES:
-------------------------------

     The Company's  principal sources of liquidity are loan  amortization,  loan
     prepayments,  increases in deposits and advances from The Federal Home Loan
     Bank (FHLB) of Boston.  The  Company is a  voluntary  member of the FHLB of
     Boston  and as such is  generally  entitled  to  borrow.  Cash  from  these
     liquidity sources is used to fund loan originations,  security investments,
     deposit maturities and repayment of FHLB of Boston advances.  The Company's
     capital  to  assets  ratio  was  8.73% on June  30,  2001,  which  exceeded
     regulatory requirements.

NEW ACCOUNTING PRONOUNCEMENT:
----------------------------

     In July,  2001, the Financial  Accounting  Standards  Board ("FASB") issued
     Statement  of  Financial   Accounting  Standards  ("SFAS")  141,  "Business
     Combinations"  and SFAS 142,

<PAGE>

     "Goodwill  and  Other  Intangible  Assets."  SFAS 141  requires  the use of
     purchase method of accounting for all business combinations initiated after
     June 30,  2001,  thereby  eliminating  the use of the pooling of  interests
     method.  It also provides new criteria that  determine  whether an acquired
     intangible asset should be recognized separately from goodwill. The Company
     does not expect the adoption of this statement to have a material impact on
     its financial statements.

     SFAS 142  requires  that  upon  adoption  of the  Statement,  any  goodwill
     recorded on an entity's  balance sheet would no longer be  amortized.  This
     would include existing  goodwill (i.e.,  recorded  goodwill at the date the
     financial  statement is issued),  as well as goodwill arising subsequent to
     the  effective  date of the  Statement.  Goodwill will not be amortized but
     will be reviewed for  impairment  periodically  or upon the  occurrence  of
     certain  triggering  events.  This  Statement is effective for fiscal years
     beginning  after  December 15, 2001. At June 30, 2001, the Company had $2.4
     million of goodwill on its balance sheet that was being amortized at a rate
     of $288,000 annually.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------

     The Company has  experienced  no material  changes in market risk since the
     discussion of this in the annual report as of March 31, 2001.

FORWARD-LOOKING STATEMENTS
--------------------------

     This report includes forward-looking statements that involve inherent risks
     and uncertainties. A number of important factors could cause actual results
     to differ materially from those in the  forward-looking  statements.  Those
     factors include the economic environment, competition, products and pricing
     in geographic and business areas in which the Company operates,  prevailing
     interest rates,  changes in government  regulations and policies  affecting
     financial   services   companies,   and  credit  quality  and  credit  risk
     management.  Central  Bancorp,  Inc.  undertakes  no  obligation to release
     revisions  to  these  forward-looking   statements  or  reflect  events  or
     circumstances after the date of this report.

<PAGE>



                           PART II. OTHER INFORMATION



         Item 1.     Legal Proceedings
                           None

         Item 2.     Changes in Securities and Use of Proceeds
                           Not Applicable

         Item 3.     Defaults upon Senior Securities
                           Not Applicable

         Item 4.     Submission of Matters to a Vote of Security Holders
                           At the Annual Meeting of  Stockholders of Central
                           Bancorp,  Inc. held on July 26, 2001, stockholders
                           voted affirmatively on the following proposal:

                           To elect two directors to serve until the 2004 Annual
                           Meeting of Stockholders.
<TABLE>
<CAPTION>
                                                                          VOTE      VOTE
                                    ELECTED AT MEETING        TERM        FOR      WITHHELD
                                    ------------------        ----        ---      --------

                                    <S>                       <C>       <C>         <C>
                                    John D. Doherty           3 Years   96.72%       3.28%
                                    Gregory W. Boulos         3 Years   96.59%       3.41%
</TABLE>

                           There were no broker non-votes

         Item 5.     Other Information
                           None

         Item 6.     Exhibits and Reports on Form 8-K
                           (a)      Exhibits
                                    None

                           (b)      Reports on Form 8-K
                                    During the quarter ended June 30, 2001, the
                                    Registrant did not file a Current Report on
                                    Form 8-K.


<PAGE>



                      CENTRAL BANCORP, INC. AND SUBSIDIARY

                                   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


                      CENTRAL BANCORP, INC. AND SUBSIDIARY
                      ------------------------------------


 8/14/01                                /s/ John D. Doherty
 -------                                -------------------
   Date                                    John D. Doherty
                                           President and Chief Executive Officer





 8/14/01                                /s/ Paul S. Feeley
 -------                                ------------------
   Date                                    Paul S. Feeley
                                           Senior Vice President, Treasurer
                                           and Chief Financial Officer