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, 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 February 13, 2002
   -------------------------------          --------------------------------
   Common Stock, $1.00 par value                      1,647,784

<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 December 31, 2001 (unaudited)

                    Consolidated  Statements  of  Income  for the three and nine
                    month periods ended December 31, 2001 and 2000 (unaudited)

                    Consolidated  Statements  of Cash  Flows for the nine  month
                    periods ended December 31, 2001 and 2000 (unaudited)

                    Consolidated  Statements of Changes in Stockholders'  Equity
                    for the nine month periods ended  December 31, 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 and nine month
                    periods ended December 31, 2001 and 2000

         Item 3.    Quantitative and Qualitative Disclosures about Market Risk

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,
                                                                                       2001                   2001
-------------------------------------------------------------------------------------------------------------------------
ASSETS                                                                              (Unaudited)
<S>                                                                                 <C>                      <C>
Cash and due from banks                                                             $       7,508            $    5,351
                                                                                    -------------------------------------
Short-term investments                                                                      3,296                34,529
Investments available for sale:
  Investment securities                                                                    60,210                31,263
  Mortgage-backed securities                                                               20,287                19,314
Stock in Federal Home Loan Bank of Boston, at cost                                          6,361                 6,150
The Co-operative Central Bank Reserve Fund                                                  1,576                 1,576
                                                                                    -------------------------------------
    Total investments                                                                      91,730                92,832
                                                                                    -------------------------------------
Loans:
  Mortgage loans                                                                          320,982               338,898
  Other loans                                                                               7,850                 6,895
                                                                                    -------------------------------------
                                                                                          328,832               345,793
  Less allowance for loan losses                                                           (3,291)               (3,106)
                                                                                    -------------------------------------
    Net loans                                                                             325,541               342,687
                                                                                    -------------------------------------
Accrued interest receivable                                                                 2,486                 2,426
Office properties and equipment, net                                                        1,884                 2,018
Deferred tax asset, net                                                                       887                   801
Goodwill, net                                                                               2,304                 2,520
Other assets                                                                                  507                   702
                                                                                    -------------------------------------
    Total assets                                                                    $     432,847            $  449,337
                                                                                    =====================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits                                                                          $     262,032            $  287,167
  Advances from Federal Home Loan Bank of Boston                                          129,206               121,000
  Advance payments by borrowers for taxes and insurance                                       988                 1,220
  Accrued interest payable                                                                    559                   608
  Accrued expenses and other liabilities                                                    1,147                 1,130
                                                                                    -------------------------------------
    Total liabilities                                                                     393,932               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 1,999,588 and 1,970,000 shares(outstanding 1,649,284 and
    1,684,164) at December 31, 2001 and March 31, 2001 respectively                         2,000                 1,970
  Additional paid-in capital                                                               11,792                11,190
  Retained income                                                                          32,484                30,950
  Treasury stock (350,304 shares and 285,836 shares at December 31,
    2001, and March 31, 2001, respectively), at cost                                       (6,679)               (5,230)
  Accumulated other comprehensive income (loss) (note 4)                                     (542)                 (431)
  Unearned compensation - ESOP                                                               (140)                 (237)
                                                                                    -------------------------------------
    Total stockholders' equity                                                             38,915                38,212
                                                                                    -------------------------------------
    Total liabilities and stockholders' equity                                      $     432,847            $  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                 Nine Months Ended
                                                           December 31,                      December 31,
                                                       2001          2000               2001            2000
                                                     ------------------------        ----------------------------
<S>                                                <C>           <C>               <C>             <C>
Interest and dividend income:
  Mortgage loans                                   $     5,564   $     6,596       $      17,510   $      19,142
  Other loans                                              157           252                 521             540
  Short-term investments                                    47           127                 848             276
  Investment securities                                    961           780               2,047           2,006
  Mortgage-backed securities                               303           350                 842           1,085
  The Co-operative Central Bank Reserve Fund                20            17                  63              63
                                                     ------------------------        ----------------------------
    Total interest and dividend income                   7,052         8,122              21,831          23,112
                                                     ------------------------        ----------------------------
Interest expense:
  Deposits                                               1,743         2,589               6,557           7,408
  Advances from Federal Home Loan Bank of Boston         1,601         1,883               4,970           5,154
                                                     ------------------------        ----------------------------
    Total interest expense                               3,344         4,472              11,527          12,562
                                                     ------------------------        ----------------------------


    Net interest and dividend income                     3,708         3,650              10,304          10,550
Provision for loan losses                                   --            --                  --              --
                                                     ------------------------        ----------------------------
    Net interest and dividend income after
      provision for loan losses                          3,708         3,650              10,304          10,550
                                                     ------------------------        ----------------------------
Non-interest income:
  Deposit service charges                                  136           118                 364             334
  Net gains from sales of investment securities             16           275                 339             651
  Other income                                              92            51                 288             151
                                                     ------------------------        ----------------------------
    Total non-interest income                              244           444                 991           1,136
                                                     ------------------------        ----------------------------
Operating expenses:
  Salaries and employee benefits                         1,334         1,517               4,382           4,145
  Occupancy and equipment                                  273           304                 868             869
  Advertising                                               26           107                 224             437
  Data processing service fees                             248           243                 738             534
  Professional fees                                        232           142                 786             655
  Goodwill amortization                                     72            72                 216             216
  Other expense                                            282           300                 872             846
                                                     ------------------------        ----------------------------
    Total operating expenses                             2,467         2,685               8,086           7,702
                                                     ------------------------        ----------------------------

    Income before income taxes                           1,485         1,409               3,209           3,984
Income tax expense                                         536           509               1,166           1,442
                                                     ------------------------        ----------------------------
      Net income                                   $       949   $       900       $       2,043   $       2,542
                                                     ========================        ============================

Earnings per common share                          $      0.57   $      0.53       $        1.23   $        1.46
                                                     ========================        ============================
Earnings per common share, diluted                 $      0.57   $      0.53       $        1.22   $        1.46
                                                     ========================        ============================

Weighted average common shares outstanding               1,657         1,690               1,661           1,736

Weighted average common shares
  outstanding, diluted                                   1,672         1,692               1,676           1,738
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

<PAGE>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                            Nine Months Ended
                                                                                               December 31,
                                     (In Thousands)                                        2001            2000
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>             <C>
Cash flows from operating activities:

Net income                                                                              $   2,043       $     2,542
   Adjustments to reconcile net income to net cash provided by operating activities
      Depreciation and amortization                                                           298               331
      Amortization of premiums, fees and discounts                                            118                65
      Amortization of goodwill                                                                216               216
      Net gains from sales of investment securities                                          (339)             (651)
Decrease in deferred tax asset                                                                 --               278
Increase in accrued interest receivable                                                       (60)             (380)
Decrease (increase) in other assets                                                           195              (278)
(Decrease) increase in advance payments by borrowers for taxes and insurance                 (232)              234
(Decrease) increase in accrued interest payable                                               (49)               82
(Decrease) increase in accrued income taxes                                                   (28)              468
Increase in accrued expenses and other liabilities                                             45               141
                                                                                          ----------------------------
      Net cash provided by operating activities                                             2,207             3,048
                                                                                          ----------------------------

Cash flows from investing activities:

    Principal collected on loans                                                           91,037            39,806
    Loan originations                                                                     (73,891)          (70,470)
    Principal payments on mortgage-backed securities available for sale                     5,337             3,058
    Purchase of investment securities available for sale                                  (63,858)           (5,470)
    Maturities and calls of investment securities available for sale                       26,000                --
    Proceeds from sales of investment securities available for sale                         2,625             2,692
    Net decrease in short-term investments                                                 31,233             8,138
    Purchase of Stock in Federal Home Loan Bank of Boston                                    (211)               --
    Purchase of office properties and equipment                                              (164)             (202)
                                                                                          ----------------------------
      Net cash provided by (used in) investing activities                                  18,108           (22,448)
                                                                                          ----------------------------

Cash flows from financing activities:

    Net (decrease) increase in deposits                                                   (25,135)           15,334
    Proceeds from advances from FHLB of Boston                                             24,000           127,000
    Payments on advances from FHLB of Boston                                              (18,000)         (121,000)
    Net increase in short-term advances from FHLB of Boston                                 2,206                --
    Earned ESOP shares charged to expense                                                     140                --
    Proceeds from exercise of stock options                                                   492                --
    Purchase of Treasury stock                                                             (1,449)           (2,092)
    Dividends paid                                                                           (509)             (530)
    Amortization of unearned compensation - ESOP                                               97                97
                                                                                          ----------------------------
      Net cash (used in) provided by financing activities                                 (18,158)           18,809
                                                                                          ----------------------------

    Net increase (decrease) in cash and due from banks                                      2,157              (591)
    Cash and due from banks at beginning of period                                          5,351             6,588
                                                                                          ----------------------------
    Cash and due from banks at end of period                                            $   7,508       $     5,997
                                                                                          ============================

    Supplemental disclosure of cash flow information: Cash paid during the
      period for:
        Interest                                                                        $  11,576       $    12,480
        Income taxes                                                                        1,194               974
</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>
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, net of tax
          Unrealized gain 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)
                                                             ========    ========    ========    ========
Nine Months Ended December 31, 2001
-----------------------------------
      Balance at March 31, 2001                              $  1,970    $ 11,190    $ 30,950    $ (5,230)
                                                             --------    --------    --------    --------
      Net Income                                                   --          --       2,043          --
      Other Comprehensive Income, net of tax
          Unrealized gain on securities, net of
                 reclassification adjustment (note 4)              --          --          --          --
                                                             --------    --------    --------    --------
             Comprehensive income                                  --          --       2,043          --
                                                             --------    --------    --------    --------

      Earned ESOP shares charged to expense                        --         140          --          --
      Proceeds from exercise of stock options                      30         462          --          --
      Purchase of treasury stock                                   --          --          --      (1,449)
      Dividends paid                                               --          --        (509)         --
      Amortization of unearned compensation - ESOP                 --          --          --          --
                                                             --------    --------    --------    --------
      Balance at December 31, 2001                           $  2,000    $ 11,792    $ 32,484    $ (6,679)
                                                             ========    ========    ========    ========
<CAPTION>
                                                              Accumulated
                                                                  Other           Unearned       Total
                                                              Comprehensive    Compensation    Stockholders'
                             (In Thousands)                    Income (Loss)       ESOP          Equity
------------------------------------------------------------------------------------------------------------
<S>                                                              <C>             <C>            <C>
Nine Months Ended December 31, 2000
-----------------------------------
      Balance at March 31, 2000                                  $ (825)         $  (433)       $ 37,397
                                                                 ------          -------        --------
      Net Income                                                     --               --           2,542
      Other Comprehensive Income, net of tax
          Unrealized gain 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
                                                                 ======          =======        ========
Nine Months Ended December 31, 2001
-----------------------------------
      Balance at March 31, 2001                                  $ (431)        $   (237)       $ 38,212
                                                                 ------          -------        --------
      Net Income                                                     --               --           2,043
      Other Comprehensive Income, net of tax
          Unrealized gain on securities, net of
                 reclassification adjustment (note 4)              (111)              --            (111)
                                                                 ------          -------        --------
             Comprehensive income                                  (111)              --           1,932
                                                                 ------          -------        --------

      Earned ESOP shares charged to expense                          --               --             140
      Proceeds from exercise of stock options                        --               --             492
      Purchase of treasury stock                                     --               --          (1,449)
      Dividends paid                                                 --               --            (509)
      Amortization of unearned compensation - ESOP                   --               97              97
                                                                 ------          -------        --------
      Balance at December 31, 2001                               $ (542)        $   (140)       $ 38,915
                                                                 ======          =======        ========
</TABLE>

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

                      CENTRAL BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (UNAUDITED)

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

     The  consolidated  financial  statements of the Registrant for December 31,
     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 December 31, 2001 follow:                (In Thousands)

            Unused lines of credit............................... $  10,227
            Unadvanced portions of construction loans............     5,192
            Unadvanced portions of commercial loans..............     5,358
            Commitments to originate commercial loans............       100
            Commitments to originate commercial mortgage loans...    23,474
            Commitments to purchase residential mortgage loans...    19,031
            Commitments to originate residential mortgage loans:
                  Fixed rate.....................................     5,420
                  Adjustable rate................................       462

<PAGE>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                DECEMBER 31, 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 Nine Months Ended
                                    (In Thousands)                                          December 31, 2001
             ---------------------------------------------------------------------------------------------------------------
                                                                               Before-
                                                                                Tax             Tax (Benefit)     After-Tax
                                                                               Amount              Expense          Amount
                                                                               ------           -------------     ---------
<S>                                                                            <C>               <C>                <C>
             Unrealized gains on securities:
               Unrealized holding gains arising during period                  $  142            $    37            $  105

               Less: reclassification adjustment for
                 gains realized in net income                                     339                123               216
                                                                               ---------------------------------------------
               Other comprehensive loss                                        $ (197)           $   (86)           $ (111)
                                                                               =============================================
<CAPTION>

                                                                                        For the Nine Months Ended
                                                                                            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
                                                                               ==============================================
</TABLE>
<PAGE>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                DECEMBER 31, 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 December 31, 2001 the trust held 1,500 shares of Central Bancorp
     stock that the  Company has  classified  as treasury  stock.  The  treasury
     shares are considered  outstanding in the computation of earnings 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:
-------

     The Registrant,  Central  Bancorp,  Inc. is the holding company for Central
     Co-operative  Bank.  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 $949,000,  or $0.57 per diluted share for the three
     months ended  December  31, 2001 as compared to net income of $900,000,  or
     $0.53 per diluted share in the  corresponding  quarter  ended  December 31,
     2000.

     The earnings  increase for the December 31, 2001 quarter was in part due to
     a $58,000  increase in net  interest and  dividend  income  compared to the
     corresponding quarter ended December 31, 2000.

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
     December 31, 2001.

     Total  assets  decreased  from  $449.3  million at March 31, 2001 to $432.8
     million at December 31, 2001  primarily as a result of net loan payoffs and
     amortization. Funds generated from the reduction in loans were used to fund
     planned deposit outflows.

     The Company's loan balance declined by $17.2 million or 5.0% 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  earlier in the fiscal  year.  Loan  originations  amounted to
     $73.9 million.  Loan  amortization and pay-offs  amounted to $91.0 million.
     The Company's investment portfolio decreased by $1.1 million,  primarily as
     a result of a decrease in short-term  investments  offset by an increase in
     investment securities.

     Deposits  decreased  during the period by $25.1 million  primarily due to a
     decrease in term deposit  certificates,  offset by increases in savings and
     transaction accounts.

     Advances from Federal Home Loan Bank of Boston  increased during the period
     by $8.2 million primarily to offset deposit outflows.

     During the period,  the Company  continued  its fourth common stock buyback
     program. An additional 62,968 shares were purchased during the period at an
     average  price of $23.01.  At December 31,  2001,  16,490  shares  remained
     authorized to be  repurchased  under that program.  The shares  repurchased
     since the first buyback  program was adopted in April 1999 total 348,804 at
     an  average  cost of $19.12 per  share,  representing  17.71% of the common
     stock issued and  outstanding  prior to the  adoption of the first  buyback
     program.
<PAGE>

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

     The Company had one  non-accruing  loan  totaling  $143,000 at December 31,
     2001.  Interest income not recognized on this non-accruing loan amounted to
     $5,000 for the first nine months of fiscal 2002.

     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,
                                                          2001        2001         2000
                                                        --------    ---------     --------
                                                               (Dollars in thousands)
<S>                                                      <C>          <C>           <C>
Loans accounted for on a
    non-accrual basis, (non-accruing loans)              $  143       $  --         $  16
Impaired loans, accruing                                     --          --            --
Non-accruing loans as a percentage of
  total loans                                              0.04%       0.00%         0.00%
Non-accruing loans as a percentage of
  total assets                                             0.03%       0.00%         0.00%
</TABLE>


RESULTS OF OPERATIONS - THREE MONTHS ENDED DECEMBER 31, 2001, AND 2000:
---------------------

     Net income for the three months ended December 31, 2001, and 2000, amounted
     to $949,000 or $0.57 per  diluted  share and  $900,000 or $0.53 per diluted
     share, respectively.

     Interest income from the Company's loan portfolio  decreased  $1,127,000 in
     the third quarter of fiscal 2002 as compared to the third quarter of fiscal
     2001. This decrease was primarily the result of a $28.4 million decrease in
     the average loan balance combined with a 71 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
     $57,000  during the third  quarter of fiscal 2002 when compared to the same
     fiscal 2001 period. The yield on these assets decreased by 123 basis points
     while the average balance increased by $18.6 million during the fiscal 2002
     quarter.

     Average  earning assets  decreased by $9.8 million while the rate earned on
     these assets decreased 86 basis points to 6.88% during the third quarter of
     fiscal 2002 when compared to the third quarter of fiscal 2001.

     The  Company's  cost of deposits  decreased  by  $846,000  during the third
     quarter of fiscal 2002 when compared to the same fiscal 2001  quarter.  The
     rate paid on deposits  decreased  120 basis  points  from 3.81%  during the
     quarter ended  December 31, 2000 to 2.61% during the quarter ended December
     31, 2001. The average  balance of these deposits  decreased $4.9 million to
     $267.0  million during the third quarter of fiscal 2002 from $271.9 million
     during the fiscal 2001 third quarter.
<PAGE>

     The average  balance of borrowed funds  decreased by $6.1 million to $112.0
     million in the fiscal 2002 third quarter  compared to $118.1 million in the
     same fiscal 2001 quarter. The rate paid on borrowings decreased by 66 basis
     points in the fiscal  2002  quarter to 5.72% from 6.38% in the fiscal  2001
     quarter.  The combined  effect of these changes  resulted in an decrease of
     $282,000 in interest  expense on  borrowings  to $1.6  million in the third
     quarter of fiscal 2002  compared  to $1.9  million in fiscal  2001's  third
     quarter.

     The average balance of interest-bearing liabilities decreased $11.0 million
     while the rates paid on these  liabilities  decreased  by 106 basis  points
     during the quarter ended December 31, 2001 when compared to the same period
     one year ago.

     These  developments  resulted in a  $1,070,000  decrease  in  interest  and
     dividend  income and a decrease  of  $1,128,000  in interest  expense.  The
     combination  resulted in a $58,000  increase 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 third quarter of fiscal 2002
     or fiscal 2001.

     Non-interest  income decreased by $200,000 to $244,000 in the third quarter
     of fiscal 2002 from $444,000 in the third fiscal 2001 quarter.  The Company
     recorded  $16,000  and  $275,000  in net  gains  from  sales of  investment
     securities  during  the third  quarter  of  fiscal  2002 and  fiscal  2001,
     respectively.  Service charges on deposit accounts  increased by $18,000 to
     $136,000  during  fiscal  2002 and other  income,  including  fees from non
     deposit  investment  products,  increased  by  $41,000 to $92,000 in fiscal
     2002.

     Operating  expenses  decreased $218,000 in the third quarter of fiscal 2002
     compared to the same  quarter of fiscal  2001.  The  decrease is  primarily
     attributable  to a decrease of $183,000 in salaries and  employee  benefits
     and a decrease in  advertising  costs of $81,000,  offset by an increase in
     professional fees of $90,000.  Operating  expenses in the third fiscal 2001
     quarter were impacted by a one-time  expenditure relating to the settlement
     of a severance claim.  Absent this  expenditure,  operating  expenses would
     have increased from last year.

     The provision  for Federal and state income taxes  amounted to $536,000 and
     $509,000  during  the  third  quarter  of  fiscal  2002  and  fiscal  2001,
     respectively.  The  increased  expense  relates  primarily to the increased
     level of pre-tax income.

RESULTS OF OPERATIONS - NINE MONTHS ENDED DECEMBER 31, 2001, AND 2000:
--------------------

     Net income for the nine months ended December 31, 2001, and 2000,  amounted
     to $2.0  million or $1.22 per diluted  share and $2.5  million or $1.46 per
     diluted share, respectively.

     Interest income from the Company's loan portfolio decreased  $1,651,000 for
     the nine months ended December 31, 2001.  This decrease was the result of a
     $12.3  million  decrease  in the average  loan  balance in addition to a 38
     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
     $370,000  during the nine months ended  December 31, 2001 when  compared
<PAGE>

     to the same fiscal 2001 period.  The yield on these assets decreased by 126
     basis points while the average  balance  increased by $25.3 million  during
     the nine months ended December 31, 2001.

     Average earning assets  increased by $13.0 million while the rate earned on
     these  assets  decreased  64 basis  points to 6.90%  during the nine months
     ended December 31, 2001 when compared to the same period of fiscal 2001.

     The Company's cost of deposits decreased by $851,000 during the nine months
     ended  December 31, 2001 when compared to the same fiscal 2001 period.  The
     rate paid on deposits  decreased 53 basis points from 3.68% during the nine
     months  ended  December  31,  2000 to 3.15%  during the nine  months  ended
     December 31, 2001.  The average  balance of these  deposits  increased $9.3
     million to $277.8  million  during the nine months ended  December 31, 2001
     from $268.5 million during the fiscal 2001 nine month period.

     The average  balance of borrowed funds  increased by $3.8 million to $114.6
     million in the nine  months  ended  December  31,  2001  compared to $110.8
     million  in the same  period in fiscal  2001.  The rate paid on  borrowings
     decreased  by 42 basis points in the fiscal 2002 period to 5.78% from 6.20%
     in the same nine month period in fiscal 2001. The combined  effect of these
     changes  resulted  in an  decrease  of  $184,000  in  interest  expense  on
     borrowings  to $5.0  million in the nine  months  ended  December  31, 2001
     compared to $5.2 million for the nine months ended December 31, 2000.

     The average balance of total  interest-bearing  liabilities increased $13.1
     million  while the rates paid on these  liabilities  decreased  by 50 basis
     points during the nine months ended  December 31, 2001 when compared to the
     same period one year ago.

     These  developments  resulted in a  $1,281,000  decrease  in  interest  and
     dividend  income and a decrease  of  $1,035,000  in interest  expense.  The
     combination  resulted in a $246,000  decrease in net  interest and dividend
     income from the nine months  ended  December 31, 2000 to the same period in
     fiscal 2002.

     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, 2001 or 2000.

<PAGE>

     Non-interest  income  decreased  by $145,000 to $991,000 in the nine months
     ended December 31, 2001 from  $1,136,000 in the same period in fiscal 2001.
     The  Company  recorded  $339,000  and  $651,000  in net gains from sales of
     investment  securities  during the nine months ended  December 31, 2001 and
     2000, respectively.

     Operating expenses increased $384,000 in the nine months ended December 31,
     2001 compared to the same period of fiscal 2001. This increase is primarily
     attributable to an increase of $237,000 in salaries and employee  benefits,
     an increase of $204,000 in data processing  service fees and an increase in
     professional  fees of $131,000 as a result of added personnel to market the
     company's new non-deposit  investment products and to originate and monitor
     its lending  activities,  a new computer  processing  system and  increased
     legal and consulting fees, offset by a reduction in advertising  expense of
     $213,000.

     The provision for Federal and state income taxes amounted to $1,166,000 and
     $1,442,000  during  the nine  months  ended  December  31,  2001 and  2000,
     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 8.99% on December  31,  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,  "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
     statements  are  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 which for the Company  will  commence on April 1,
     2002. At December 31, 2001, the Company had $2.3 million of goodwill on its
     balance sheet that was being amortized at a rate of $288,000 annually.

<PAGE>
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------

     The Bank's earnings are largely dependent on its net interest income, which
is the difference between the yield on  interest-earning  assets and the cost of
interest-bearing  liabilities.  The Bank seeks to reduce its exposure to changes
in interest rate, or market risk,  through  active  monitoring and management of
its  interest-rate  risk exposure.  Market risk is the risk of loss from adverse
changes in market prices and rates. The Bank's market risk arises primarily from
interest rate risk inherent in its lending and deposit taking activities.

     The main  objective  in  managing  interest  rate risk is to  minimize  the
adverse  impact of changes in interest  rates on the Bank's net interest  income
and preserve capital,  while adjusting the Bank's  asset/liability  structure to
control  interest-rate  risk.  However,  a sudden and  substantial  increase  or
decrease in interest rates may adversely  impact earnings to the extent that the
interest rates borne by assets and  liabilities do not change at the same speed,
to the same extent, or on the same basis.

     The Bank quantifies its  interest-rate  risk exposure using a sophisticated
simulation  model.  Simulation  analysis is used to measure the  exposure of net
interest income to changes in interest rates over a specific time horizon.

     Simulation  analysis involves projecting future interest income and expense
under various rate  scenarios.  The simulation is based on actual cash flows and
assumptions of management  about the future changes in interest rates and levels
of activity (loan  originations,  loan  prepayments,  deposit  flows,  etc). The
assumptions are inherently uncertain and, therefore,  actual results will differ
from simulated  results due to timing,  magnitude and frequency of interest rate
changes as well as changes in market conditions and strategies. The net interest
income  projection  resulting  from use of actual  cash  flows and  management's
assumptions is compared to net interest income projections based on an immediate
shift of 300 basis points upward and 150 basis points downward in the first year
of the model.

     The following  table  indicates  the estimated  exposure as a percentage of
estimated net interest income for the next twelve and twenty-four month periods:
<TABLE>
<CAPTION>
                                                                       PERCENTAGE CHANGES IN ESTIMATED
                                                                           NET INTEREST INCOME OVER
                                                                       -------------------------------
                                                                          12 MONTHS          24 MONTHS

                  <S>                                                      <C>                 <C>
                  300 basis point increase in rates....................    (3.7)%              (3.6)%

                  150 basis point decrease in rates....................    (0.4)%              (2.5)%
</TABLE>


     Based on the scenario  above,  net interest  income of the Company would be
adversely  affected  by either a 300 basis  point  increase or a 150 basis point
decrease in rates in both the twelve and twenty-four month periods.

     For a complete  discussion of interest rate sensitivity and liquidity,  see
the Corporation's Annual Report on Form 10-K for the year ended March 31, 2001.
<PAGE>

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
                  Not Applicable

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
                  The Registrant's 2002 Annual Meeting of Stockholders
                  will be held on September 30, 2002. The deadline for
                  submission of shareholder proposals for inclusion in
                  the proxy statement and form of proxy for the 2002
                  Annual Meeting will be April 19, 2002. The date after
                  which notice of a shareholder proposal submitted
                  outside the process of Rule 14a-8 will be considered
                  untimely under the Company's Articles of Organization
                  will be September 1, 2002.

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

                  (b)      Reports on Form 8-K
                           During the quarter ended December 31, 2001,
                           the Registrant filed the following Current
                           Reports on Form 8-K:

                           Date             Items Reported
                           -------------------------------
                           10/11/01 Item  5 -- The Registrant reported that its
                                               Board of Directors had declared
                                               a dividend payable October 24,
                                               2001 of one right per share of
                                               Common Stock outstanding on
                                               October 24, 2001. The terms of
                                               the rights are governed by a
                                               Shareholder Rights Agreement
                                               dated October 11, 2001 between
                                               the Registrant and EquiServe
                                               Trust Company, N.A.

                           10/30/01 Item  5 -- The Registrant reported that it
                                               had issued a  letter responding
                                               to  certain  statements  made by
                                               the PL Capital - Archimedes
                                               Overseas,  Ltd. Group.

                           No financial statements were filed with the foregoing
                           Current Reports 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
                      ------------------------------------


 02/14/02                                  /s/ John D. Doherty
 --------                                  -------------------
   Date                                    John D. Doherty
                                           President and Chief Executive Officer




 02/14/02                                  /s/ Paul S. Feeley
---------                                  ------------------
   Date                                    Paul S. Feeley
                                           Senior Vice President, Treasurer
                                           and Chief Financial Officer