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 DECEMBER 31, 2000
                              -----------------

                         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 February 13, 2001
-----------------------------          --------------------------------
Common Stock, $1.00 par value                    1,689,164


<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,
                  2000 and December 31, 2000 (unaudited)

                  Consolidated  Statements  of  Income  for the three and nine
                  month periods ended December 31, 2000 and 1999 (unaudited)

                  Consolidated  Statements  of Cash  Flows for the nine  month
                  periods ended December 31, 2000 and 1999 (unaudited)

                  Consolidated  Statements of Changes in Stockholders'  Equity
                  for the nine month periods ended  December 31, 2000 and 1999
                  (unaudited)

                  Notes to Consolidated Financial Statements (unaudited)

         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations for the three and nine month periods
                  ended December 31, 2000 and 1999

         Item 3.  Quantitative and Qualitative Disclosures about Market Risk

                  (Incorporated by reference from the Company's Annual Report on
                  Form 10-K for the fiscal year ended March 31, 2000)

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
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                                   December 31,             March 31,
                                                                                       2000                   2000
-------------------------------------------------------------------------------------------------------------------------
ASSETS                                                                              (Unaudited)
<S>                                                                             <C>                     <C>
Cash and due from banks                                                         $           5,997       $         6,588
                                                                                  ---------------------------------------
Short-term investments                                                                      6,664                14,802
Investments available for sale:
  Investment securities                                                                    35,644                32,135
  Mortgage-backed securities                                                               20,315                23,308
Stock in Federal Home Loan Bank of Boston, at cost                                          6,150                 5,800
The Co-operative Central Bank Reserve Fund                                                  1,576                 1,576
                                                                                  ---------------------------------------
    Total investments                                                                      70,349                77,621
                                                                                  ---------------------------------------

Loans:
  Mortgage loans                                                                          342,954               314,966
  Other loans                                                                               7,812                 5,047
                                                                                  ---------------------------------------
                                                                                          350,766               320,013
  Less allowance for loan losses                                                           (3,082)               (2,993)
                                                                                  ---------------------------------------
    Net loans                                                                             347,684               317,020
                                                                                  ---------------------------------------

Accrued interest receivable                                                                 2,416                 2,036
Office properties and equipment, net                                                        2,089                 2,218
Deferred tax asset, net                                                                       793                 1,071
Goodwill, net                                                                               2,592                 2,808
Other assets                                                                                  473                   195
                                                                                  ---------------------------------------
    Total assets                                                                $         432,393       $       409,557
                                                                                  =======================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits                                                                      $         273,673       $       258,339
  Advances from Federal Home Loan Bank of Boston                                          117,000               111,000
  Advance payments by borrowers for taxes and insurance                                     1,287                 1,053
  Accrued interest payable                                                                    624                   542
  Accrued income taxes                                                                        468                    --
  Accrued expenses and other liabilities                                                    1,367                 1,226
                                                                                  ---------------------------------------
    Total liabilities                                                                     394,419               372,160
                                                                                  ---------------------------------------

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 1,970,000 shares (outstanding 1,689,164 and
    1,810,450) at December 31, 2000 and March 31, 2000 respectively                         1,970                 1,970
  Additional paid-in capital                                                               11,190                11,190
  Retained income                                                                          30,550                28,538
  Treasury stock (280,836 shares and 159,550 shares at December 31,
2000, and March 31, 2000, respectively), at cost                                           (5,135)               (3,043)
  Accumulated other comprehensive income (loss) (note 4)                                     (265)                 (825)
  Unearned compensation - ESOP                                                               (336)                 (433)
                                                                                  ---------------------------------------
    Total stockholders' equity                                                             37,974                37,397
                                                                                  ---------------------------------------
    Total liabilities and stockholders' equity                                  $         432,393       $       409,557
                                                                                  =======================================

</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       1
<PAGE>


                      CENTRAL BANCORP, INC. AND SUBSIDIARY
                        Consolidated Statements of Income
                      (In Thousands, Except Per Share Data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                    Three Months Ended                 Nine Months Ended
                                                                        December 31,                      December 31,
                                                                    2000          1999               2000            1999
                                                                  ------------------------        ----------------------------
<S>                                                             <C>           <C>               <C>             <C>
Interest and dividend income:
  Mortgage loans                                                $     6,596   $     5,525       $      19,142   $      15,868
  Other loans                                                           252           164                 540             448
  Short-term investments                                                127            67                 276             322
  Investment securities                                                 780           648               2,006           1,505
  Mortgage-backed securities                                            350           354               1,085           1,106
  The Co-operative Central Bank Reserve Fund                             17            21                  63              71
                                                                  ------------------------        ----------------------------
    Total interest and dividend income                                8,122         6,779              23,112          19,320
                                                                  ------------------------        ----------------------------
Interest expense:
  Deposits                                                            2,589         2,027               7,408           6,515
  Advances from Federal Home Loan Bank of Boston                      1,883         1,275               5,154           2,922
                                                                  ------------------------        ----------------------------
    Total interest expense                                            4,472         3,302              12,562           9,437
                                                                  ------------------------        ----------------------------

    Net interest and dividend income                                  3,650         3,477              10,550           9,883
Provision for loan losses                                                --            --                  --              --
                                                                  ------------------------        ----------------------------
    Net interest and dividend income after
      provision for loan losses                                       3,650         3,477              10,550           9,883
                                                                  ------------------------        ----------------------------
Non-interest income:
  Deposit service charges                                               118           113                 334             320
  Net gains from sales of investment securities                         275           231                 651             843
  Other income                                                           51            50                 151             169
                                                                  ------------------------        ----------------------------
    Total non-interest income                                           444           394               1,136           1,332
                                                                  ------------------------        ----------------------------
Operating expenses:
  Salaries and employee benefits                                      1,517         1,148               4,145           3,555
  Occupancy and equipment                                               304           276                 869             865
  Advertising                                                           107            67                 437             210
  Data processing service fees                                          243           135                 534             416
  Professional fees                                                     142           234                 655             646
  Goodwill amortization                                                  72            72                 216             216
  Other expense                                                         300           316                 846             841
                                                                  ------------------------        ----------------------------
    Total operating expenses                                          2,685         2,248               7,702           6,749
                                                                  ------------------------        ----------------------------

    Income before income taxes                                        1,409         1,623               3,984           4,466
Income tax expense                                                      509           603               1,442           1,701
                                                                  ------------------------        ----------------------------
    Net Income before cumulative effect of change in
        accounting principle                                            900         1,020               2,542           2,765
Cumulative effect of change in accounting principle                      --            --                  --            (234)
                                                                  ------------------------        ----------------------------
      Net income                                                $       900         1,020       $       2,542   $       2,531
                                                                  ========================        ============================


Earnings per common share before cumulative effect of
    change in accounting principle                              $      0.53   $      0.55       $        1.46   $        1.45
                                                                  ========================        ============================

Earnings per common share before cumulative effect of
    change in accounting principle, diluted                     $      0.53   $      0.55       $        1.46   $        1.45
                                                                  ========================        ============================

Earnings per common share after cumulative effect of
    change in accounting principle                              $      0.53   $      0.55       $        1.46   $        1.33
                                                                  ========================        ============================

Earnings per common share after cumulative effect of
    change in accounting principle, diluted                     $      0.53   $      0.55       $        1.46   $        1.33
                                                                  ========================        ============================

Weighted average common shares outstanding                            1,690         1,865               1,736           1,901

Weighted average common shares outstanding, diluted                   1,692         1,868               1,738           1,906

</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       2
<PAGE>



                                           CENTRAL BANCORP, INC. AND SUBSIDIARY
                                          Consolidated Statements of Cash Flows
                                                       (Unaudited)
<TABLE>
<CAPTION>

                                                                                               Nine Months Ended
                                                                                                  December 31,
                                     (In Thousands)                                         2000            1999
-----------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:

<S>                                                                                     <C>                <C>
Net income                                                                                $    2,542        $  2,531
   Adjustments to reconcile net income to net cash provided by operating activities
      Depreciation and amortization                                                              331             355
      Amortization of premiums, fees and discounts                                                65              92
      Amortization of goodwill                                                                   216             216
      Net gains from sales of investment securities                                             (651)           (843)
Decrease in deferred tax asset                                                                   278             234
Increase in accrued interest receivable                                                         (380)           (202)
(Increase) decrease in other assets                                                             (278)            342
Increase (decrease) in advance payments by borrowers for taxes and insurance                     234            (143)
Increase in accrued interest payable                                                              82             212
Increase in accrued income taxes                                                                 468             244
Increase in accrued expenses and other liabilities                                               141             136
                                                                                          -----------------------------
      Net cash provided by operating activities                                                3,048           3,174
                                                                                          -----------------------------

Cash flows from investing activities:

    Principal collected on loans                                                              39,806          55,640
    Loan originations                                                                        (70,470)        (90,167)
    Principal payments on mortgage-backed securities available for sale                        3,058           8,351
    Purchase of investment securities available for sale                                      (5,470)        (17,693)
    Maturities of investment securities available for sale                                        --           2,500
    Proceeds from sales of investment securities available for sale                            2,692           4,376
    Net decrease in short-term investments                                                     8,138          12,920
    Purchase of Stock in Federal Home Loan Bank of Boston                                         --          (1,955)
    Purchase of office properties and equipment                                                 (202)            (77)
                                                                                          -----------------------------
      Net cash (used in) provided by investing activities                                    (22,448)        (26,105)
                                                                                          -----------------------------

Cash flows from financing activities:

    Net increase (decrease) in deposits                                                       15,334         (21,880)
    Proceeds from advances from FHLB of Boston                                               127,000         106,420
    Payments on advances from FHLB of Boston                                                (121,000)        (53,500)
    Proceeds from exercise of stock options                                                       --              22
    Purchase of Treasury stock                                                                (2,092)         (2,027)
    Payments of dividends on common stock                                                       (530)           (503)
    Amortization of unearned compensation - ESOP                                                  97              98
                                                                                          -----------------------------
      Net cash provided by (used in) financing activities                                     18,809          28,630
                                                                                          -----------------------------

    Net (decrease) increase in cash and due from banks                                          (591)          5,699
    Cash and due from banks at beginning of period                                             6,588           4,964
                                                                                          -----------------------------
    Cash and due from banks at end of period                                            $      5,997       $  10,663
                                                                                          =============================

    Supplemental  disclosure  of cash flow  information:  Cash paid  during  the
      period for:
        Interest                                                                        $     12,480       $   9,225
        Income taxes                                                                             974           1,457

</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                       3
<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>
Nine Months Ended December 31, 1999
-------------------------------------
  Balance at March 31, 1999                                   $1,967     $11,171    $25,894         $    --
                                                              ------     -------    -------         -------
  Net income                                                      --          --      2,531              --


  Other Comprehensive Income (loss), net of tax
    Unrealized (losses) on securities,
      net of reclassification adjustment (note 4)                 --          --         --              --
                                                              ------     -------    -------         -------
         Comprehensive income (loss)                              --          --      2,531              --
                                                              ------     -------    -------         -------

  Proceeds from exercise of stock options                          3          19         --              --

  Purchase of treasury stock                                      --          --         --          (2,027)
  Dividends Paid                                                  --          --       (503)             --
  Amortization of unearned compensation - ESOP                    --          --         --              --
                                                              ------     -------    -------         -------
  Balance at December 31, 1999                                $1,970     $11,190    $27,922         $(2,027)
                                                              ======     =======    =======         =======


Nine Months Ended December 31, 2000
-----------------------------------
  Balance at March 31, 2000                                   $1,970     $11,190    $28,538         $(3,043)
                                                              ------     -------    -------         -------
  Net income                                                      --          --      2,542              --


  Other Comprehensive Income (loss), net of tax
    Unrealized gains on securities,
      net of reclassification adjustment (note 4)                 --          --         --              --
                                                              ------     -------    -------         -------
         Comprehensive income (loss)                              --          --      2,542              --
                                                              ------     -------    -------         -------

  Purchase of treasury stock                                      --          --         --          (2,092)
  Dividends Paid                                                  --          --       (530)             --
  Amortization of unearned compensation - ESOP                    --          --         --              --
                                                              ------     -------    -------         -------
  Balance at December 31, 2000                                $1,970     $11,190    $30,550         $(5,135)
                                                              ======     =======    =======         =======

<CAPTION>
                                                          Accumulated
                                                            Other           Unearned         Total
                                                          Comprehensive   Compensation    Stockholders'
      (In Thousands)                                      Income (Loss)       ESOP           Equity
------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>            <C>            <C>
Nine Months Ended December 31, 1999
-----------------------------------

  Balance at March 31, 1999                                  $ 327        $  (617)        $ 38,742
                                                             -----         ------          -------
  Net Income                                                    --             --            2,531
  Other Comprehensive Income (loss), net of tax
    Unrealized (losses) on securities,
      net of reclassification adjustment (note 4)             (738)            --             (738)
                                                             -----         ------          -------
         Comprehensive income (loss)                          (738)            --            1,793
                                                             -----         ------          -------

  Proceeds from exercise of stock options                       --             --               22

  Purchase of treasury stock                                    --             --           (2,027)
  Dividends Paid                                                --             --             (503)
  Amortization of unearned compensation - ESOP                  --             98               98
                                                             -----         ------         --------


  Balance at December 31, 1999                               $(411)       $  (519)        $ 38,125
                                                             =====         ======         ========


Nine Months Ended December 31, 2000
-----------------------------------
  Balance at March 31, 2000                                  $(825)       $  (433)       $  37,397
                                                             -----         ------          -------


  Net income                                                    --             --            2,542
  Other Comprehensive Income (loss), net of tax
    Unrealized gains on securities,
      net of reclassification adjustment (note 4)              560             --              560
                                                             -----         ------          -------
          Comprehensive income (loss)                          560             --            3,102
                                                             -----         ------          -------
  Purchase of treasury stock                                    --             --           (2,092)
  Dividends Paid                                                --             --             (530)
  Amortization of unearned compensation - ESOP                  --             97               97
                                                             -----         ------         --------
  Balance at December 31, 2000                               $(265)        $ (336)        $ 37,974
                                                             =====         ======         ========

</TABLE>
See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>





                      CENTRAL BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000
                                   (UNAUDITED)

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

         The  consolidated  financial  statements of the Registrant for December
         31, 2000 and 1999 presented  herein should be read in conjunction  with
         the  financial  statements  of the Company as of and for the year ended
         March 31, 2000,  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 December 31, 2000 follow:                 (In Thousands)

            Unused lines of credit...................................$10,528
            Unadvanced portions of construction loans................  8,926
            Unadvanced portions of commercial loans..................    889
            Commitments to originate commercial loans................ 16,661
            Commitments to originate residential mortgage loans:
                  Fixed rate.........................................  1,728
                  Adjustable rate....................................    101



                                       5
<PAGE>


                      CENTRAL BANCORP, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                DECEMBER 31, 2000
                                   (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 Nine Months Ended
                                    (In Thousands)                                          December 31, 2000
             ------------------------------------------------------------------------------------------------------------------
                                                                               Before-
                                                                                Tax                 Tax             After-Tax
                                                                               Amount              Expense            Amount
                                                                               ------              -------          ---------

              <S>                                                              <C>               <C>                <C>
              Unrealized gains on securities:
               Unrealized holding gains arising during period                  $   1,488         $      512         $      976

               Less: reclassification adjustment for
                 gains realized in net income                                        651                235                416
                                                                                 ----------------------------------------------

               Other comprehensive income                                      $     837         $      277         $      560
                                                                                 ==============================================

                                                                                        For the Nine Months Ended
                                                                                            December 31, 1999
                                                                           ----------------------------------------------------
                                                                             Before-
                                                                               Tax              Tax (Benefit)       After-Tax
                                                                               Amount              Expense            Amount
                                                                               ------           -------------       ---------
             <S>                                                               <C>               <C>                <C>
             Unrealized (losses) on securities:
               Unrealized holding losses arising during period                 $    (309)        $      (93)        $     (216)

               Less:  reclassification adjustment for
                 gains realized in net income                                        843                321                522
                                                                                 ----------------------------------------------

               Other comprehensive loss                                        $  (1,152)        $     (414)        $     (738)
                                                                                 ==============================================
</TABLE>

                                       6
<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, 2000.

      Net income amounted to $900,000,  or $0.53 per diluted share for the three
      months ended December 31, 2000 as compared to net income of $1,020,000, or
      $0.55 per diluted share in the  corresponding  quarter ended  December 31,
      1999.

      Net interest and dividend  income  increased  $173,000 in the December 31,
      2000 quarter over the prior years quarter, reflecting significantly higher
      income from mortgage loans. The Company's  operating expenses increased by
      $437,000  during the  December 31, 2000 quarter over the December 31, 1999
      quarter   principally  due  to  higher  salaries  and  employee  benefits,
      including an expenditure  relating to the settlement of a severance claim,
      and to an increase in data processing costs associated with the conversion
      to a new computer system.


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, 2000, to
      December 31, 2000.

      Total  assets  increased  from $409.6  million at March 31, 2000 to $432.4
      million at  December  31,  2000  primarily  as a result of an  increase in
      deposits and advances from the Federal Home Loan Bank of Boston which were
      invested  in  the  Company's  loan  portfolio,  offset  by a  decrease  in
      investments.

      The  Company's  loan balance grew by $30.7  million or 9.7% as a result of
      loan  originations  amounting  to $70.4  million,  of which  $30.9 were in
      residential real estate loans.  Loan amortization and pay-offs amounted to
      $39.8  million.  The  Company's  investment  portfolio  decreased  by $7.3
      million,  primarily as a result of pay-downs of mortgage-backed securities
      and a decline in short term investments, offset by purchases of investment
      securities.   Proceeds   generated  from  the  decline  in  the  Company's
      investment portfolio were primarily used to partially fund the increase in
      the loan portfolio.

      Deposits increased during the nine month period by $15.3 million primarily
      due to an increase of $15.1 million in term deposit  certificates and were
      also used to fund the increase in the loan portfolio.

                                       7
<PAGE>



      During the  quarter  ended  December  31,2000,the  Company  completed  the
      previously  announced third buyback of Central  Bancorp's  common stock by
      repurchasing 59,503 shares. The shares repurchased since the first buyback
      program was  adopted in April 1999 total  280,836,  at an average  cost of
      $18.29 per share.  This  amounts to 14.3% of the common  stock  issued and
      outstanding  prior  to the  adoption  of the  first  buyback  program.  In
      December 2000, the Board announced the intention to begin a fourth buyback
      program  to  repurchase  up  to 5%  of  the  stock  currently  issued  and
      outstanding  through  privately  negotiated  and/or open market purchases.
      Completion of the new program will depend on market  conditions  and there
      is no guaranty of the exact number of shares the Company will repurchase.


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

      The Company had non-accruing  loans totaling $16,000 at December 31, 2000,
      a decrease of $219,000 or 93.2% from March 31, 2000.  Interest  income not
      recognized  on  non-accruing  loans  amounted to $1,000 for the first nine
      months of fiscal 2001.

      The following table sets forth  information  with respect to the Company's
      non-performing assets for the dates indicated:

<TABLE>
<CAPTION>
                                                  Dec. 31,    March 31,     Dec. 31,
                                                    2000         2000         1999
                                                    ----         ----         ----
                                                         (Dollars in thousands)
<S>                                                <C>         <C>           <C>
Loans accouted for on a
   non-accrual basis, (non-accruing loans)         $  16       $  235        $  38
Impaired loans, accruing                               0            0            0
Non-accruing loans as a percentage of
   total loans                                      0.00%        0.07%        0.01%
Non-accruing loans as a percentage of
   total assets                                     0.00%        0.06%        0.01%
</TABLE>

RESULTS OF OPERATIONS - THREE MONTHS ENDED DECEMBER 31, 2000, AND 1999:
---------------------

      Net  income  for the three  months  ended  December  31,  2000,  and 1999,
      amounted to $900,000 or $0.53 per diluted  share and  $1,020,000  or $0.55
      per diluted share, respectively.

      Interest  income from the Company's loan portfolio  increased $1.1 million
      in the third  quarter of fiscal  2001.  This  increase was  primarily  the
      result of a $41.6 million increase in the average loan balance in addition
      to a 44 basis point increase in average rates earned on these loans.


                                       8
<PAGE>


     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
     $184,000  during the third quarter of fiscal 2001 when compared to the same
     fiscal 2000 period.  The yield on these assets increased by 41 basis points
     while the average balance  increased by $6.6 million during the fiscal 2001
     quarter.

      Average earning assets increased by $48.2 million while the rate earned on
      these assets  increased 44 basis points to 7.74% during the third  quarter
      of fiscal 2001 when compared to the third quarter of fiscal 2000.

      The  Company's  cost of deposits  increased  by $562,000  during the third
      quarter of fiscal 2001 when compared to the same fiscal 2000 quarter.  The
      rate paid on deposits  increased  58 basis  points  from 3.23%  during the
      quarter ended December 31, 1999 to 3.81% during the quarter ended December
      31, 2000. The average balance of these deposits increased $20.7 million to
      $271.9 million during the third quarter of fiscal 2001 from $251.2 million
      during the fiscal 2000 third quarter.

      The average balance of borrowed funds increased by $26.6 million to $118.1
      million in the fiscal 2001 third quarter  compared to $91.5 million in the
      same fiscal 2000  quarter.  These  advances were used to fund loan growth.
      The rate paid on  borrowings  increased  by 81 basis  points in the fiscal
      2001 quarter to 6.38% from 5.57% in the fiscal 2000 quarter.  The combined
      effect of these  changes  resulted  in an increase of $608,000 in interest
      expense on  borrowings to $1.9 million in the third quarter of fiscal 2001
      compared to $1.3 million in fiscal 2000's third quarter.

      The average balance of total interest-bearing  liabilities increased $47.3
      million  while the rates paid on these  liabilities  increased by 73 basis
      points  during the quarter  ended  December 31, 2000 when  compared to the
      same period one year ago.

      These  developments  resulted in a $1.3  million  increase in interest and
      dividend income and an increase of $1.2 million in interest  expense.  The
      combination  resulted in a $173,000  increase in net interest and dividend
      income from the fiscal 2000 quarter to the fiscal 2001 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.  Consistent  with  the  current  evaluation  of the  loan
      portfolio, the Company did not make any provision for the third quarter of
      fiscal 2001 or fiscal 2000.

      Non-interest  income increased by $50,000 to $444,000 in the third quarter
      of fiscal 2001 from $394,000 in the third fiscal 2000 quarter. The Company
      recorded  $275,000  and  $231,000  in net gains from  sales of  investment
      securities  during the third  quarters  of fiscal  2001 and  fiscal  2000,
      respectively.  This  $44,000  increase  in net  gains  from  the  sale  of
      investment   securities  is  the  primary   reason  for  the  increase  in
      non-interest income between the two quarters.

      Operating  expenses increased $437,000 in the third quarter of fiscal 2001
      compared to the same  quarter of fiscal 2000.  This  increase is primarily
      attributable to an increase of $369,000 in salaries and employee benefits,
      which  includes an  expenditure  relating to the settlement of a severance
      claim, and an increase of $108,000 in data processing fees associated with
      the conversion to a new computer system.

      The provision for Federal and state income taxes  amounted to $509,000 and
      $603,000  during  the  third  quarter  of  fiscal  2001 and  fiscal  2000,
      respectively.  The decreased  expense  relates  primarily to the decreased
      level of pre-tax  income and a decrease in the  effective  tax rate due to
      the implementation of a tax planning strategy during fiscal 2000.


                                       9
<PAGE>

RESULTS OF OPERATIONS - NINE MONTHS ENDED DECEMBER 31, 2000, AND 1999:
---------------------

     Net income for the nine months ended December 31, 2000, and 1999,  amounted
     to $2.5  million or $1.46 per diluted  share and $2.5  million or $1.33 per
     diluted share, respectively.

     Interest  income from the Company's loan  portfolio  increased $3.4 million
     for the nine months ended  December 31, 2000.  This  increase was primarily
     the result of a $46.7  million  increase  in the  average  loan  balance in
     addition to a 30 basis  point  increase  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
     $426,000  during the nine months ended  December 31, 2000 when  compared to
     the same fiscal 2000  period.  The yield on these  assets  increased  by 69
     basis points while the average balance increased by $1.5 million during the
     nine months ended December 31, 2000.

      Average earning assets increased by $48.2 million while the rate earned on
      these  assets  increased  39 basis  points to 7.53% during the nine months
      ended December 31, 2000 when compared to the same period of fiscal 2000.

      The  Company's  cost of deposits  increased  by  $893,000  during the nine
      months  ended  December  31,  2000 when  compared  to the same fiscal 2000
      period.  The rate paid on deposits  increased  35 basis  points from 3.33%
      during the nine months  ended  December  31, 1999 to 3.68% during the nine
      months  ended  December 31, 2000.  The average  balance of these  deposits
      increased  $7.8  million to $268.5  million  during the nine months  ended
      December  31, 2000 from $260.7  million  during the fiscal 2000 nine month
      period.

      The average balance of borrowed funds increased by $39.8 million to $110.8
      million in the nine  months  ended  December  31,  2000  compared to $71.0
      million in the same period in fiscal  2000.  These  advances  were used to
      fund loan growth. The rate paid on borrowings increased by 71 basis points
      in the fiscal  2001  quarter  to 6.20% from 5.49% in the same nine  months
      period in fiscal 2000. The combined effect of these changes resulted in an
      increase of $2.2 million in interest expense on borrowings to $5.1 million
      in the nine months ended  December  31, 2000  compared to $2.9 million for
      the nine months ended December 31, 1999.

      The average balance of total interest-bearing  liabilities increased $47.6
      million  while the rates paid on these  liabilities  increased by 62 basis
      points during the nine month ended  December 31, 2000 when compared to the
      same period one year ago.

      These  developments  resulted in a $3.8  million  increase in interest and
      dividend income and an increase of $3.1 million in interest  expense.  The
      combination  resulted in a $667,000  increase in net interest and dividend
      income from the nine months ended  December 31, 1999 to the same period in
      fiscal 2001.

      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.  Consistent  with  the  current  evaluation  of the  loan
      portfolio,  the  Company  did not make any  provision  for the nine months
      ended December 31, 2000 and 1999.

                                       10
<PAGE>


      Non-interest  income  decreased  by $196,000  to $1.1  million in the nine
      months  ended  December  31, 2000 from $1.3  million in the same period in
      fiscal 2000. The Company recorded  $651,000 and $843,000 in net gains from
      sales of investment  securities  during the nine months ended December 31,
      2000 and 1999, respectively.  This $192,000 decrease in net gains from the
      sale of investment  securities  is the primary  reason for the decrease in
      non-interest income between the two periods.

      Operating  expenses  increased  $953,000 in the nine months ended December
      31,  2000  compared to the same period of fiscal  2000.  This  increase is
      primarily attributable to an increase of $590,000 in salaries and employee
      benefits,  which includes an  expenditure  relating to the settlement of a
      severance claim, an increase of $227,000 in advertising due to a marketing
      effort to promote  deposit and other  products and an increase of $118,000
      in data  processing  fees associated with the conversion to a new computer
      system.

      The provision for Federal and state income taxes  amounted to $1.4 million
      and $1.7 million  during the nine months ended December 31, 2000 and 1999,
      respectively.  The decreased  expense  relates  primarily to the decreased
      level of pre-tax income and by a decrease in the effective tax rate due to
      the implementation of a tax planning strategy during fiscal 2000.


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 8.78% on December 31,  2000,  which  exceeded
      regulatory requirements.


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

      During 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
      Statement of Position  ("SOP")  98-5,  Accounting  for Costs of a Start-Up
      Entity.  SOP  98-5  requires   organizational   costs,  which  were  being
      amortized,  to be expensed and accounted  for as a cumulative  effect of a
      change  in  accounting  principle.  On April 1,  1999,  the Bank  expensed
      unamortized organizational costs resulting in a charge to earnings, net of
      taxes, of $234 thousand.

      In June 1998,  the FASB  issued SFAS No. 133,  Accounting  for  Derivative
      Instruments and Hedging  Activities.  SFAS 133 established  accounting and
      reporting   standards  for  derivative   instruments,   including  certain
      derivative  instruments  embedded  in  other  contracts,  and for  hedging
      activities. It requires that an entity recognize all derivatives as either
      assets or liabilities  in the statement of financial  position and measure
      those  instruments at fair value.  SFAS 133 also provides for matching the
      timing of gain or loss  recognition  on the hedged asset or liability that
      is  attributable  to the hedged risk or the earnings  effect of the hedged
      forecasted  transaction.  In June  1999,  the FASB  issued  SFAS No.  137,
      Accounting for Derivative Instruments and Hedging Activities - Deferral of
      the Effective  Date of FASB  Statement No. 133, which defers the effective
      date of SFAS No.  133.  SFAS  No.  133 will be  effective  for all  fiscal
      quarters of fiscal years  beginning  after June 15, 2000.  The adoption of
      this Statement is not expected to have a material  impact on the Company's
      financial position.

                                       11
<PAGE>


      In September 2000, the FASB issued SFAS No. 140,  Accounting for Transfers
      and  Servicing of Financial  Assets and  Extinguishments  of  Liabilities,
      which  supercedes the guidance of SFAS No. 125. The provisions of SFAS No.
      140 will become effective for certain  transactions  occurring after March
      31, 2001 and for disclosures  relating to certain  transactions for fiscal
      years ending after December 15, 2000.  Management does not expect SFAS No.
      140 to have a  material  impact on the  Company's  consolidated  financial
      statements.



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, 2000.

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.

                                       12
<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
                           None

         Item 5.     Other Information
                           None

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

                           (b)      Reports on Form 8-K
                                    On December 18, 2000, the Registrant filed a
                                    Current  Report on Form 8-K  announcing  the
                                    commencement   of   an   open-market   stock
                                    repurchase   program  to  repurchase  up  to
                                    84,458  shares  of the  Registrant's  common
                                    stock, which represents  approximately 5% of
                                    the shares currently outstanding.

                                       13
<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
                      ------------------------------------






  2/13/00                           S/ John D. Doherty
  -------                           ------------------
   Date                             John D. Doherty
                                    President and Chief Executive Officer





  2/13/00                           S/ Paul S. Feeley
  -------                           -----------------
   Date                             Paul S. Feeley
                                    Senior Vice President, Treasurer
                                    and Chief Financial Officer