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 SEPTEMBER 30, 2002
                              -------------------

                         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)

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


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
                                      ---    ---


    Common Stock, $1.00 par value                       1,659,933
    -----------------------------             --------------------------------
             Class                            Outstanding at November 12, 2002
<PAGE>

                              CENTRAL BANCORP, INC.

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION                                          PAGE NO.


         Item 1.  Financial Statements (Unaudited)

                  Consolidated Statements of Financial Condition at
                  September 30, 2002 and March 31, 2002                    1


                  Consolidated Statements of Income for the three
                  and six months ended September 30, 2002 and 2001         2


                  Consolidated Statements of Changes in Stockholders'
                  Equity for the six months ended September 30, 2002
                  and 2001                                                 3


                  Consolidated Statements of Cash Flows for the six
                  months ended September 30, 2002 and 2001                 4


                  Notes to Unaudited Consolidated Financial Statements     5

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of  Operations                     9


                  Liquidity and Capital Resources                          12

         Item 3.  Quantitative and Qualitative Disclosures about
                  Market Risk                                              13

         Item 4.  Controls and Procedures                                  14



PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings                                        15

         Item 2.  Changes in Securities and Use of Proceeds                15

         Item 3.  Defaults upon Senior Securities                          15

         Item 4.  Submission of Matters to a Vote of Security Holders      15

         Item 5.  Other Information                                        15

         Item 6.  Exhibits and Reports on Form 8-K                         15

SIGNATURES AND CERTIFICATIONS

<PAGE>

Item 1. Financial Statements

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

                                                                                  September 30,           March 31,
 (Dollars in Thousands)                                                               2002                  2002
-------------------------------------------------------------------------------------------------------------------
ASSETS                                                                             (Unaudited)
<S>                                                                               <C>                   <C>
Cash and due from banks                                                           $     7,482           $     5,109
Short-term investments                                                                  7,511                 2,455
                                                                                  -----------           -----------
     Cash and cash equivalents                                                         14,993                 7,564
                                                                                  -----------           -----------

Investment securities available for sale (amortized cost of $70,779
     at September 30, 2002 and $74,935 at March 31, 2002)                              70,546                73,884
Stock in Federal Home Loan Bank of Boston, at cost                                      8,300                 8,300
The Co-operative Central Bank Reserve Fund                                              1,576                 1,576
                                                                                  -----------           -----------
    Total investments                                                                  80,422                83,760
                                                                                  -----------           -----------
Loans (Note 2)                                                                        369,843               371,707
Less allowance for loan losses                                                          3,294                 3,292
                                                                                  -----------           -----------
     Net loans                                                                        366,549               368,415
                                                                                  -----------           -----------
Accrued interest receivable                                                             2,626                 2,530
Banking premises and equipment, net                                                     1,863                 1,836
Deferred tax asset, net                                                                 1,371                 1,289
Goodwill, net (Note 1)                                                                  2,232                 2,232
Other assets                                                                              487                   593
                                                                                  -----------           -----------
    Total assets                                                                  $   470,543           $   468,219
                                                                                  ===========           ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits (Note 3)                                                               $   276,448           $   261,907
  Advances from Federal Home Loan Bank of Boston                                      151,700               164,000
  Advance payments by borrowers for taxes and insurance                                 1,029                 1,111
  Accrued expenses and other liabilities                                                1,947                 2,247
                                                                                  -----------           -----------
    Total liabilities                                                                 431,124               429,265
                                                                                  -----------           -----------
Commitments and Contingencies (Note 5)
Stockholders' equity (Note 6):
  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;
    2,025,227 shares issued at September 30, 2002 and
   1,999,588 shares issued at March 31, 2002                                            2,025                 2,000
  Additional paid-in capital                                                           12,573                11,934
  Retained income                                                                      34,506                33,141
  Treasury stock (365,294 shares at September 30, 2002 and
      at March 31, 2002), at cost                                                      (7,204)               (7,189)
  Accumulated other comprehensive income (loss) (Note 4)                                 (108)                 (626)
  Unearned compensation - ESOP                                                         (2,373)                 (306)
                                                                                  -----------           -----------
    Total stockholders' equity                                                         39,419                38,954
                                                                                  -----------           -----------
    Total liabilities and stockholders' equity                                    $   470,543           $   468,219
                                                                                  ===========           ===========
</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      Six Months Ended
                                                         September 30,          September 30,
                                                     --------------------   --------------------
                                                      2002         2001       2002         2001
                                                     --------    --------   --------    --------
<S>                                                  <C>         <C>        <C>         <C>
Interest and dividend income:
  Mortgage loans                                     $  6,088    $  5,797   $ 12,292    $ 11,946
  Other loans                                             147         182        293         364
  Short-term investments                                   68         329         95         801
  Investments                                           1,147         872      2,328       1,668
                                                     --------    --------   --------    --------
    Total interest and dividend income                  7,450       7,180     15,008      14,779
                                                     --------    --------   --------    --------
Interest expense:
  Deposits                                              1,486       2,177      2,981       4,814
  Advances from Federal Home Loan Bank of Boston        1,848       1,643      3,631       3,369
                                                     --------    --------   --------    --------
    Total interest expense                              3,334       3,820      6,612       8,183
                                                     --------    --------   --------    --------
    Net interest and dividend income                    4,116       3,360      8,396       6,596
Provision for loan losses                                  --          --         --          --
                                                     --------    --------   --------    --------
    Net interest and dividend income after
      provision for loan losses                         4,116       3,360      8,396       6,596
                                                     --------    --------   --------    --------
Non-interest income:
  Deposit service charges                                 133         105        262         229
  Net gains (losses) from sales and write-downs
      of investment securities                           (221)        121       (210)        324
  Other income                                            146         111        229         193
                                                     --------    --------   --------    --------
    Total non-interest income                              58         337        281         746
                                                     --------    --------   --------    --------
Non-interest expenses:
  Salaries and employee benefits                        1,653       1,515      3,291       3,048
  Occupancy and equipment                                 288         277        569         595
  Data processing service fees                            255         220        546         490
  Professional fees                                       454         362        703         554
  Goodwill amortization (Note 1)                           --          72         --         144
  Other expenses                                          482         360        914         787
                                                     --------    --------   --------    --------
    Total non-interest expenses                         3,132       2,806      6,023       5,618
                                                     --------    --------   --------    --------

    Income before income taxes                          1,042         891      2,654       1,724
Provision for income taxes                                374         327        959         630
                                                     --------    --------   --------    --------
      Net income                                     $    668    $    564   $  1,695    $  1,094
                                                     ========    ========   ========    ========

Earnings per common share - basic                    $   0.42    $   0.34   $   1.06    $   0.66
                                                     ========    ========   ========    ========

Earnings per common share - diluted                  $   0.42    $   0.34   $   1.05    $   0.65
                                                     ========    ========   ========    ========
Weighted average common shares outstanding - basic      1,585       1,666      1,592       1,664

Weighted average common and equivalent shares
   outstanding - diluted                                1,600       1,683      1,609       1,678
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       2
<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>
Six Months Ended September 30, 2002
-----------------------------------

     Balance at March 31, 2002                   $   2,000     $    11,934   $    33,141      $   (7,189)

     Net Income                                         --              --         1,695              --
     Other comprehensive income net of tax:
         Unrealized gain on securities, net
           of reclassification adjustment               --              --            --              --
            Comprehensive income

     Proceeds from exercise of stock options            25             449            --              --
     Tax benefit of stock options                       --              55            --              --
     Purchase of shares by ESOP                         --              --            --              --
     Director deferred compensation
         transactions                                   --               9            --             (15)
     Dividends paid ($0.20 per share)                   --              --          (330)             --
     Amortization of unearned compensation -
         ESOP                                           --             126            --              --
                                                 ---------     -----------   -----------      ----------
     Balance at September 30, 2002               $   2,025     $    12,573   $    34,506      $   (7,204)
                                                 =========     ===========   ===========      ==========
Six Months Ended September 30, 2001
-----------------------------------

     Balance at March 31, 2001                   $   1,970     $    11,190   $    30,950      $   (5,230)

     Net Income                                         --              --         1,094              --
     Other comprehensive income net of tax:
         Unrealized gain on securities, net
           of reclassification adjustment               --              --            --              --
            Comprehensive income

     Proceeds from exercise of stock options            20             317            --              --
     Purchase of treasury stock                         --              --            --            (729)
     Dividends paid ($0.20 per share)                   --              --          (336)             --
     Amortization of unearned compensation -
         ESOP                                           --              95            --              --
                                                 ---------     -----------   -----------      ----------
     Balance at September 30, 2001               $   1,990     $    11,602   $    31,708      $   (5,959)
                                                 =========     ===========   ===========      ==========
<CAPTION>

                                                   Accumulated
                                                      Other               Unearned              Total
                                                  Comprehensive         Compensation        Stockholders'
                    (In Thousands)                Income (Loss)             ESOP               Equity
---------------------------------------------------------------------------------------------------------
<S>                                               <C>                  <C>                    <C>
Six Months Ended September 30, 2002
-----------------------------------

     Balance at March 31, 2002                    $      (626)         $     (306)            $ 38,954

     Net Income                                            --                  --                1,695
     Other comprehensive income net of tax:
         Unrealized gain on securities, net
           of reclassification adjustment                 518                  --                  518
                                                                                              --------
            Comprehensive income                                                                 2,213
                                                                                              --------

     Proceeds from exercise of stock options               --                  --                  474
     Tax benefit of stock options                          --                  --                   55
     Purchase of shares by ESOP                            --              (2,123)              (2,123)
     Director deferred compensation
         transactions                                      --                  --                   (6)
     Dividends paid ($0.20 per share)                      --                  --                 (330)
     Amortization of unearned compensation -
         ESOP                                              --                  56                  182
                                                  -----------          ----------             --------
     Balance at September 30, 2002                $      (108)         $   (2,373)            $ 39,419
                                                  ===========          ==========             ========
Six Months Ended September 30, 2001
-----------------------------------

     Balance at March 31, 2001                    $      (431)         $     (237)            $ 38,212

     Net Income                                            --                  --                1,094
     Other comprehensive income net of tax:
         Unrealized gain on securities, net
           of reclassification adjustment                  13                  --                   13
                                                                                              --------
            Comprehensive income                                                                 1,107
                                                                                              --------
     Proceeds from exercise of stock options               --                  --                  337
     Purchase of treasury stock                            --                  --                 (729)
     Dividends paid ($0.20 per share)                      --                  --                 (336)
     Amortization of unearned compensation -
         ESOP                                              --                  65                  160
                                                  -----------          ----------             --------
     Balance at September 30, 2001                $      (418)         $     (172)            $ 38,751
                                                  ===========          ==========             ========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       3
<PAGE>


                      CENTRAL BANCORP, INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                     Six Months Ended
                                                                       September 30,
                           (In thousands)                            2002        2001
----------------------------------------------------------------------------------------
<S>                                                                 <C>         <C>
Cash flows from operating activities:

Net income                                                          $  1,695    $  1,094
   Adjustments to reconcile net income to net cash provided
      by operating activities
         Depreciation and amortization                                   157         205
         Amortization of premiums                                        115          68
         Amortization of goodwill                                         --         144
         Stock-based compensation                                        182         160
         Net (gains) losses from sales and write-downs of
             investment securities                                       210        (324)
(Increase) decrease in accrued interest receivable                       (96)        (47)
(Increase) decrease in other assets                                     (276)        169
Increase in advance payments by borrowers for taxes and insurance        (82)         33
Increase (decrease) in accrued expenses and other liabilities           (467)       (273)
                                                                    --------    --------
         Net cash provided by operating activities                     1,438       1,229
                                                                    --------    --------

Cash flows from investing activities:

     Net decrease in loans                                             1,866      27,637
     Principal payments on mortgage-backed securities                  3,142       3,573
     Purchase of investment securities                                (5,183)    (39,106)
     Maturities and calls of investment securities                     2,000      20,000
     Proceeds from sales of investment securities                      4,096       1,295
     Purchase of banking premises and equipment                         (186)       (137)
                                                                    --------    --------
         Net cash provided by investing activities                     5,735      13,262
                                                                    --------    --------

Cash flows from financing activities:

     Increase (decrease) in deposits                                  14,541     (16,299)
     Proceeds from advances from FHLB of Boston                       24,000          --
     Repayments on advances from FHLB of Boston                      (36,300)    (13,000)
     Proceeds from exercise of stock options                             474         337
     Purchase of treasury stock                                           --        (729)
     Purchase of shares by ESOP                                       (2,123)         --
     Dividends paid                                                     (330)       (336)
     Net directors deferred compensation                                  (6)         --
                                                                    --------    --------
         Net cash provided by (used in) financing activities             256     (30,027)
                                                                    --------    --------

     Net increase (decrease) in cash and cash equivalents              7,429     (15,536)
     Cash and cash equivalents at beginning of period                  7,564      39,880
                                                                    --------    --------
     Cash and cash equivalents at end of period                     $ 14,993    $ 24,344
                                                                    ========    ========
     Supplemental disclosure of cash flow information:
         Cash paid during the period for:
           Interest                                                 $  6,612    $  8,271
           Income taxes                                             $  1,820    $    868
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>
                      CENTRAL BANCORP, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

(1)  BASIS OF PRESENTATION

     The unaudited  consolidated  financial statements of Central Bancorp,  Inc.
and its wholly-owned subsidiary Central Co-operative Bank (collectively referred
to as "the Company")  presented  herein should be read in  conjunction  with the
consolidated  financial  statements  of the Company as of and for the year ended
March 31, 2002,  included in the Company's Annual Report on Form 10-K filed with
the  Securities  and  Exchange  Commission.  In the opinion of  management,  the
accompanying   unaudited   consolidated   financial   statements   reflect   all
adjustments,  consisting of normal recurring  adjustments,  necessary for a fair
presentation.  Interim results are not  necessarily  indicative of results to be
expected for the entire year.

     The Company's  significant  accounting  policies are described in Note 1 of
the Notes to Consolidated Financial Statements included in its Form 10-K for the
year ended March 31, 2002. For interim reporting  purposes,  the Company follows
the same  significant  accounting  policies.  As set forth in Note 1 of the Form
10-K, the Company  initially  applied the requirements of Statement of Financial
Accounting  Standards No. 142,  "Goodwill and Other Intangible Assets" (SFAS No.
142) beginning April 1, 2002 and,  accordingly,  no amortization of goodwill was
recorded for the six months ended  September  30, 2002.  Net income and earnings
per share for the three and six month  periods  ended  September  30, 2001 would
have  been as  follows  had  the  requirements  of SFAS  No.  142  been  applied
retroactively (in thousands, except per share amounts):
<TABLE>
<CAPTION>
                                                     Three Months Ended         Six Months Ended
                                                     September 30, 2001         September 30, 2001
                                                     ------------------         ------------------

         <S>                                              <C>                       <C>
         Net income                                       $    636                  $   1,238
         Earnings per share - basic                       $   0.38                  $    0.74
         Earnings per share - diluted                     $   0.38                  $    0.74
</TABLE>
     In the  opinion  of  management,  based upon its  assessment,  there was no
impairment in the carrying value of goodwill at September 30, 2002.

     Certain  reclassifications  have  been  made to the  prior  year  financial
statements to conform to the current year presentation.  Such  reclassifications
have no effect on previously reported net income.

(2)  LOANS

     Loans as of September 30, 2002 and March 31, 2002 are summarized  below (in
thousands):
<TABLE>
<CAPTION>
                                                              September 30,              March 31,
                                                                  2002                      2002
                                                              -------------             ------------
<S>                                                           <C>                       <C>
       Real estate loans:
          Residential real estate                             $   247,876               $   246,045
          Commercial real estate                                   88,740                    87,013
          Construction                                             16,647                    20,998
          Second mortgage and home equity lines of credit           9,305                     9,154
                                                              -----------               -----------
               Total real estate loans                            362,568                   363,210
                                                              -----------               -----------
       Commercial loans                                             5,870                     6,901
       Consumer loans                                               1,405                     1,596
                                                              -----------               -----------
                Total loans                                       369,843                   371,707
        Less:  allowance for loan losses                           (3,294)                   (3,292)
                                                              -----------               -----------
                Total loans, net                              $   366,549               $   368,415
                                                              ===========               ===========
</TABLE>
     There were no non-accrual loans at September 30, 2002 and March 31, 2002.

                                       5
<PAGE>
                      CENTRAL BANCORP, INC. AND SUBSIDIARY
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2002

(3)  DEPOSITS

     Deposits at September 30, 2002 and March 31, 2002 are summarized as follows
(in thousands):
<TABLE>
<CAPTION>
                                                              September 30,              March 31,
                                                                  2002                      2002
                                                              -------------             -----------
<S>                                                           <C>                       <C>
Demand deposit accounts                                       $    30,007               $    25,370
NOW accounts                                                       33,905                    36,277
Regular, Club and 90 day notice accounts                           70,719                    72,944
Money market deposit accounts                                      34,973                    17,997
                                                              -----------               -----------
         Total non certificate accounts                           169,604                   152,588
                                                              -----------               -----------
Term deposit certificates
      Certificates of $100 and above                               28,030                    27,233
      Certificates less than $100                                  78,814                    82,086
                                                              -----------               -----------
         Total term deposit certificates                          106,844                   109,319
                                                              -----------               -----------
         Total deposits                                       $   276,448               $   261,907
                                                              ===========               ===========
</TABLE>
(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 (in thousands):
<TABLE>
<CAPTION>
                                                                  For the Six Months Ended
                                                                        September 30, 2002
                                                              ------------------------------------
                                                              Before-
                                                                Tax       Tax(Benefit)   After-Tax
                                                               Amount       Expense       Amount
                                                              --------    -----------    ---------
<S>                                                           <C>          <C>            <C>
Unrealized gains (losses) on securities:
  Unrealized net holding gains arising during period          $   608      $   229        $   379
   Less: reclassification adjustment for net
            losses included in net income                        (210)         (71)          (139)
                                                              -------      -------        -------
   Other comprehensive income                                 $   818      $   300        $   518
                                                              =======      =======        =======
</TABLE>

                                       6
<PAGE>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2002

(4)  REPORTING COMPREHENSIVE INCOME (CONTINUED)
<TABLE>
<CAPTION>
                                                                  For the Six Months Ended
                                                                        September 30, 2001
                                                              ------------------------------------
                                                              Before-
                                                                Tax       Tax(Benefit)   After-Tax
                                                               Amount       Expense       Amount
                                                              --------    -----------    ---------
<S>                                                           <C>          <C>            <C>
Unrealized gains (losses) on securities:
  Unrealized holding gains arising during period              $   286      $    67        $   219
   Less: reclassification adjustment for net
            gains included in net income                          324          118            206
                                                              -------      -------        -------
   Other comprehensive income                                 $   (38)     $   (51)       $    13
                                                              =======      =======        =======
</TABLE>

(5)  CONTINGENCIES

Legal Proceedings

     The Company  from time to time is involved as  plaintiff  or  defendant  in
various legal actions incident to its business. Except as described herein, none
of  these  actions  are  believed  to  be  material,   either   individually  or
collectively,  to the  results of  operations  and  financial  condition  of the
Company.

     Central Co-operative Bank (the Bank) has been named as defendant in a civil
suit filed March 28, 2002 in  Middlesex  Superior  Court under the caption Yi v.
Central  Bank in which it is alleged,  inter alia,  that the Bank  committed  an
unfair or  deceptive  trade  practice  by  failing  to pay  surplus  foreclosure
proceeds to a junior lien holder in 1994.  Plaintiff  seeks  damages of $160,000
plus interest of  approximately  $150,000 and has applied for a multiple  damage
award under Chapter 93A of the Massachusetts  General Laws which provides for up
to treble  damages if a violation  is found to be willful or  knowing.  The Bank
believes  that it has  meritorious  defenses  to all such  claims and intends to
vigorously defend against them.

State Income Taxes

     In June 2002,  the Bank received  from the  Commonwealth  of  Massachusetts
Department  of  Revenue  ("DOR") a Notice of Intent to Assess  additional  state
excise taxes of $535,000 plus interest with respect to its tax years ended March
31, 2000 and 2001. In October 2002, the DOR sent the Bank a Notice of Assessment
for the same  amount.  For the  period  April 1,  2001 to  September  30,  2002,
additional  state excise taxes would be $420,000  applying the  methodology  set
forth in the DOR's  aforementioned  notices.  The Bank is aware that the DOR has
sent similar notices to numerous other financial  institutions in  Massachusetts
that reported a deduction for dividends received from a REIT during this period.
Assessed  amounts  ultimately  paid, if any,  would be  deductible  expenses for
federal income tax purposes.

     The DOR contends that dividend distributions by the Bank's REIT to the Bank
are fully taxable in  Massachusetts.  The Bank  believes that the  Massachusetts
statute that provides for a dividends received deduction equal to 95% of certain
dividend  distributions  applies to the  distributions  made by the Bank's REIT.
Accordingly,  no provision has been made in the Company's consolidated financial
statements for the amounts assessed or additional amounts that might be assessed
in the future.  The Company  intends to vigorously  appeal the assessment and to
pursue all available means to defend its position.

                                       7
<PAGE>
                      CENTRAL BANCORP, INC. AND SUBSIDIARY
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2002

(6)  SUBSEQUENT EVENTS

ESOP Stock Purchases

     During fiscal 2002, the Company's Board of Directors authorized the Central
Co-operative  Bank Employee Stock  Ownership Plan Trust (the ESOP) to acquire up
to an  additional  5% of  outstanding  shares of Company  stock.  During the six
months ended  September 30, 2002,  the ESOP acquired  68,962 shares at a cost of
$2,123,000.  During October 2002,  the Company  completed its purchase of shares
under this  authorization  by acquiring an additional  8,151 shares at a cost of
$242,000.

Dividend

     On  October  10,  2002,  the  Board of  Directors  voted the  payment  of a
quarterly  cash dividend of $.12 per share.  The dividend is payable on November
15, 2002 to stockholders of record on November 1, 2002.

The Co-operative Central Bank Special Dividend

     On November 12, 2002, the Company  received a special  dividend of $144,700
from the Co-operative Central Bank, the entity which insures deposit balances in
excess of FDIC coverage limits. While the payment of this dividend is determined
each year based on an evaluation of relevant economic  factors,  the Company had
received a special dividend for the same amount in the prior fiscal year.

                                       8
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

 FORWARD-LOOKING STATEMENTS

     When used in this discussion and elsewhere in this Quarterly Report on Form
10-Q,  the words or phrases  "will  likely  result,"  "are  expected  to." "will
continue," "is anticipated,"  "estimate,"  "project," or similar expressions are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private  Securities  Litigation Reform Act of 1995. The Company cautions readers
not to place undue reliance on any such forward-looking statements,  which speak
only as of the date made, and to advise readers that various factors,  including
changes in regional  and  national  economic  conditions,  unfavorable  judicial
decisions,  substantial  changes in levels of market interest rates,  credit and
other risks of lending and investment  activities and competitive and regulatory
factors,  could affect the Company's  financial  performance and could cause the
Company's  actual  results for future  periods to differ  materially  from those
anticipated or projected.

     The Company does not undertake and specifically disclaims any obligation to
update any  forward-looking  statements to reflect  occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2002 AND MARCH 31, 2002

     Total assets  increased  by $2.3  million from $468.2  million at March 31,
2002 to $470.5 million at September 30, 2002. This increase occurred as a result
of net  deposit  growth of $14.5  million  which was  primarily  used to paydown
maturing FHLB advances.

     During the six months ended September 30, 2002,  cash and cash  equivalents
increased by $7.4 million while  investment  securities  and loans  decreased by
$3.3 million and $1.9 million, respectively. These changes reflect the impact of
higher than  normal loan  prepayments  due to the  current  lower rate  interest
environment.  During  the six months  ended  September  30,  2002,  the  Company
originated  $66.8 million in loans,  including  $27.6 million in commercial real
estate loans.

     During the six months ended  September  30, 2002,  the Company  experienced
core deposit growth of $17.0 million,  or 11.2%. All of this growth was in money
market  deposits,  the  Company's  highest-paying  core deposit  account.  While
deposit  flows  can  vary  significantly  on a  daily  basis,  the  Company  has
experienced  steady growth in core deposits during the past five quarters.  This
growth has been aided by the  introduction and promotion of the Bank's Community
Package Account product and the continuing uncertainty in the stock market.

     FHLB  advances  were reduced by $12.3  million  during the six months ended
September  30, 2002.  This decrease is  consistent  with the  Company's  overall
strategy of reducing its utilization of FHLB advances.

     The  increase  in  stockholders'  equity of  $465,000  to $39.4  million at
September  30,  2002  resulted  primarily  from net income of $1.7  million,  an
increase of $518,000 in the market value of investment  securities available for
sale,  net of taxes and proceeds from the exercise of stock options of $474,000.
These  increases were partially  offset by cash dividends and stock purchases by
the Employee Stock Ownership Plan (ESOP) totaling $2.5 million. During the first
half of the year, an additional  68,692 shares were  purchased by the ESOP for a
total  purchase  price of  $2,123,000  ($30.91  share)  which  was  funded by an
internal loan.

COMPARISON OF OPERATING  RESULTS FOR THE QUARTERS  ENDED  SEPTEMBER 30, 2002 AND
2001

     Net income increased by $104,000,  or 18.4%, to $668,000 ($0.42 per diluted
share) for the quarter ended September 30, 2002, compared to $564,000 ($0.34 per
diluted share) in the same quarter in the prior year. Exclusive of the after tax
impact  of  gains  and  losses  on  the  sales  and  write-downs  of  investment
securities, which adversely affected the increase in net income between years by
$223,000,  net income would have  increased  $327,000,  or 67.1% for the quarter
ended  September  30, 2002  compared to the same quarter in the prior year.  The
significant  increase  was  primarily  due to an  increase  of  $756,000  in net
interest  and dividend  income,  an increase of $63,000 in  non-interest  income
(excluding securities transactions), partially offset by an increase of $326,000
in

                                       9
<PAGE>

non-interest  expenses.  The  Company's  effective  tax rate  was  substantially
unchanged at approximately 36% in both periods.

Interest  Income.  Interest  income for the quarter ended September 30, 2002 was
$7.5  million,  an increase of $270,000  over the same quarter in the prior year
despite a decrease  in the yield on  interest-earning  assets  from 6.81% in the
second  quarter  of the  prior  year to 6.45% in the  current  quarter.  Average
interest-earning  assets increased by $38.6 million,  or 9.1%, to $462.0 million
during the quarter ended  September 30, 2002 from $423.4 million for the quarter
ended September 30, 2001.

     The  principal  area of growth in average  balances  for the quarter  ended
September 30, 2002 was in real estate loans (up $41.9 million, or 13.3%),  which
was  partially  offset by a decrease  in  investments  of $3.6  million,  all as
compared to average balances for the quarter ended September 30, 2001.

Interest Expense.  Interest expense for the quarter ended September 30, 2002 was
$3.3 million  compared to $3.8 million for the quarter ended September 30, 2001,
a decrease of $486,000,  or 12.7%. This significant decrease resulted from an 88
basis  points  decrease  in the cost of funds  from 4.21% in the  quarter  ended
September  30, 2001 to 3.33% in the  quarter  ended  September  30,  2002.  This
decrease  was  partially  offset  by an  increase  in  average  interest-bearing
liabilities of $36.9 million in the current year period.

     The  significant  decrease  in the cost of funds in the  second  quarter of
fiscal 2003  reflected the impact of the series of rate  decreases  initiated by
the Federal Reserve Board beginning in January 2001, the repricing of a majority
of  certificates  of deposit  during the past year and a shift in deposits  from
higher cost  certificates of deposit which  represented 51.1% of deposits at the
beginning of the second  quarter of the prior  fiscal year  compared to 39.9% at
the beginning of the second quarter of the current fiscal year.

Provisions  for Loan  Losses.  The Company  provides for loan losses in order to
maintain the allowance for loan losses at a level that  management  estimates is
adequate  to  absorb  future  charge-offs  of  loans  deemed  uncollectible.  In
determining the appropriate  level of the allowance for loan losses,  management
considers  past and  anticipated  loss  experience,  evaluations  of  underlying
collateral,  prevailing economic  conditions,  the nature and volume of the loan
portfolio  and the levels of  non-performing  and other  classified  loans.  The
amount of the allowance is based on estimates and ultimate  losses may vary from
such estimates. Management assesses the allowance for loan losses on a quarterly
basis and provides for loan losses  monthly in order to maintain the adequacy of
the allowance.

     Due to the high level of asset  quality,  as  measured  by low  delinquency
rates and the absence of  non-performing  loans  during the past two years,  the
Company made no provision  for loan losses during the quarters  ended  September
30, 2002 and 2001.

Non-interest  Income.  Exclusive  of  securities  transactions,   as  previously
discussed,  non-interest income was $279,000 for the quarter ended September 30,
2002 compared to $216,000 in the same period of 2001. The primary reason for the
current year increase was prepayment penalties on commercial real estate loans.

     Net gains (losses) from sales and write-downs of investment securities were
($221,000) for the quarter ended  September 30, 2002 compared to $121,000 in the
prior year  period.  The Company  recorded a  write-down  of $220,000 in certain
equity  securities  which had  experienced  a decline in fair value judged to be
other than temporary during the quarter ended September 30, 2002.

Non-interest  Expenses.  Non-interest  expenses  increased  $326,000  during the
quarter  ended  September  30,  2002 as  compared  to the same  quarter in 2001.
Exclusive of the elimination of the amortization of goodwill in the current year
as  required  by  generally  accepted  accounting  principles  (SFAS  No.  142),
non-interest expenses increased $398,000, or 14.6%, due principally to increases
in  salaries  and  employee   benefits   ($138,000)  and  additional   costs  of
approximately $275,000 (primarily professional fees) incurred in connection with
the contested election of directors at the 2002 Annual Meeting of Stockholders.

     The increase in salaries and employee benefits of $138,000, or 9.1%, during
the quarter  ended  September  30,  2002,  was due to overall  salary  increases
averaging   4.7%,   increases  in  staffing  to  support  higher  mortgage  loan
originations  and additional  ESOP expense due to an increase in market value of
the Company's stock.

                                       10
<PAGE>

     The increase in other  expenses of $122,000,  or 33.9%,  during the quarter
ended  September 30, 2002 was primarily  due to increases in  advertising  costs
associated with lending  activities and costs attributable to the aforementioned
contested election of directors.

Income Taxes.  The effective tax rates for the quarters ended September 30, 2002
and 2001 were 35.9% and 36.7%, respectively. These rates vary from the statutory
income tax rate for banks of  approximately  40.9% due to the  Company's  use of
both a securities corporation and a REIT subsidiary for state tax purposes.

     In June 2002,  the Bank received  from the  Commonwealth  of  Massachusetts
Department  of  Revenue  ("DOR") a Notice of Intent to Assess  additional  state
excise taxes of $535,000 plus interest with respect to its tax years ended March
31, 2000 and 2001. In October 2002, the DOR sent the Bank a Notice of Assessment
for the same  amount.  For the  period  April 1,  2001 to  September  30,  2002,
additional  state excise taxes would be $420,000  applying the  methodology  set
forth in the DOR's  aforementioned  notices.  The Bank is aware that the DOR has
sent similar notices to numerous other financial  institutions in  Massachusetts
that reported a deduction for dividends received from a REIT during this period.
Assessed  amounts  ultimately  paid, if any,  would be  deductible  expenses for
federal income tax purposes.

     The DOR contends that dividend distributions by the Bank's REIT to the Bank
are fully taxable in  Massachusetts.  The Bank  believes that the  Massachusetts
statute that provides for a dividends received deduction equal to 95% of certain
dividend  distributions  applies to the  distributions  made by the Bank's REIT.
Accordingly,  no provision has been made in the Company's consolidated financial
statements for the amounts assessed or additional amounts that might be assessed
in the future.  The Company  intends to vigorously  appeal the assessment and to
pursue all available means to defend its position.

COMPARISON OF OPERATING  RESULTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2002 AND
2001

     Net income  increased by  $601,000,  or 54.9%,  to $1.7 million  ($1.05 per
diluted  share) for the six months ended  September  30, 2002,  compared to $1.1
million  ($0.65  per  diluted  share)  in the same  period  in the  prior  year.
Exclusive  of the  after  tax  impact  of gains  and  losses  on the  sales  and
write-downs of investment  securities,  which adversely affected the increase in
net income  between  years by  $346,000,  net income  would  have  increased  by
$947,000, or 106.8%, for the six months ended September 30, 2002 compared to the
same period in the prior year.  The  significant  increase was  primarily due an
increase of $1.8 million in net interest and dividend  income,  partially offset
by an increase of $405,000 in non-interest expenses. The Company's effective tax
rate was unchanged at approximately 36% in both periods.

Interest Income. Interest income for the six months ended September 30, 2002 was
$15.0 million,  or $229,000 greater than the amount earned in the same period in
the prior year despite a decrease in the yield on  interest-earning  assets from
6.90% in the first six months of the prior  year to 6.54% in the same  period of
the current year. Average interest-earning assets increased by $30.4 million, or
7.1%,  to $458.7  million  during the six months ended  September  30, 2002 from
$428.3 million for the six months ended September 30, 2001.

     The principal  area of growth in average  balances for the six months ended
September 30, 2002 was in real estate loans (up $33.4  million,  or 10.3%) which
was  partially  offset by a decrease  in  investments  of $3.5  million,  all as
compared to average balances for the six months ended September 30, 2001.

Interest  Expense.  Interest expense for the six months ended September 30, 2002
was $6.6 million compared to $8.2 million for the six months ended September 30,
2001, a decrease of $1.6 million,  or 19.2%. This significant  decrease resulted
from a 110 basis  points  decrease  in the cost of funds  from  4.41% in the six
months ended  September 30, 2001 to 3.31% in the six months ended  September 30,
2002.   This   decrease  was   partially   offset  by  an  increase  in  average
interest-bearing liabilities of $28.2 million in the current year period.

     The  significant  decrease in the cost of funds in the first half of fiscal
2003  reflected  the impact of the  series of rate  decreases  initiated  by the
Federal  Reserve Board beginning in January 2001, the repricing of a majority of
certificates of deposit during the past year and a shift in deposits from higher
cost  certificates  of  deposit  which

                                       11
<PAGE>

represented  52.9% of deposits at the  beginning  of the prior year  compared to
41.7% at the beginning of the current year.

Provisions for Loan Losses. Due to the high level of asset quality,  as measured
by low delinquency rates and the absence of non-performing loans during the past
two years,  the Company made no provision  for loan losses during the six months
ended September 30, 2002 and 2001.

Non-interest  Income.  Exclusive  of  securities  transactions,   as  previously
discussed,  non-interest  income was $491,000 for the six months ended September
30, 2002 compared to $422,000 in the same period of 2001. The primary reason for
the $69,000 increase in the current year was prepayment  penalties on commercial
real estate loans.

     Net gains (losses) from sales and write-downs of investment securities were
($210,000)  for the six months ended  September 30, 2002 compared to $324,000 in
the  comparable  prior year period.  During the six months ended  September  30,
2002, the Company recorded  write-downs of $440,000 in certain equity securities
which had experienced a decline in fair value judged to be other than temporary.

Non-interest  Expenses.  Non-interest expenses increased $405,000 during the six
months ended September 30, 2002 as compared to the  corresponding  period in the
prior year.  Exclusive of the elimination of the amortization of goodwill in the
current year as required by generally accepted  accounting  principles (SFAS No.
142),  non-interest  expenses increased  $549,000,  or 10.0%, due principally to
increases in salaries and employee  benefits  ($243,000) and additional costs of
approximately $350,000 (primarily professional fees) incurred in connection with
the contested election of directors at the 2002 Annual Meeting of Stockholders.

     The increase in salaries and employee benefits of $243,000, or 8.0%, during
the six months ended  September 30, 2002,  was due to overall  salary  increases
averaging   4.7%,   increases  in  staffing  to  support  higher  mortgage  loan
originations  and additional  ESOP expense due to an increase in market value of
the Company's stock.

     The increase in other expenses of $127,000, or 16.1%, during the six months
ended September 30, 2002 was primarily due to increases in costs associated with
the  higher  level  of  lending   activities  and  costs   attributable  to  the
aforementioned contested election of directors.

Income Taxes.  The  effective  tax rates for the six months ended  September 30,
2002 and 2001 were  36.1% and  36.5%,  respectively.  These  rates vary from the
statutory income tax rate for banks of approximately  40.9% due to the Company's
use of  both a  securities  corporation  and a REIT  subsidiary  for  state  tax
purposes.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  principal sources of liquidity are loan  amortization,  loan
prepayments,  increases  in deposits,  advances  from the Federal Home Loan Bank
(FHLB) of Boston and funds from  operations.  The Bank is a voluntary  member of
the FHLB of  Boston  and as such is  entitled  to  borrow up to the value of its
qualified  collateral that has not been pledged to others.  Qualified collateral
generally  consists of residential  first mortgage  loans,  U. S. Government and
agencies securities and funds on deposit at the FHLB of Boston. At September 30,
2002, the Bank had approximately  $31.7 million in unused borrowing  capacity at
the FHLB of Boston.

     At September  30, 2002,  the Company had  commitments  to originate  loans,
unused  outstanding  lines of credit and undisbursed  proceeds of loans totaling
$80.3  million.  Since many of the  commitments  may expire  without being drawn
upon, the total  commitment  amounts do not  necessarily  represent  future cash
requirements.  The  Company  anticipates  that it  will  have  sufficient  funds
available to meet its current loan commitments.

                                       12
<PAGE>
     The Company's and the Bank's  capital  ratios at September 30, 2002 were as
follows:

                                                     Company       Bank
                                                     -------       ----

Total Capital (to risk-weighted assets)              12.93%       11.89%

Tier 1 Capital (to risk-weighted assets)             11.87        10.82

Tier 1 Capital (to average assets)                    7.77         7.09

     These ratios placed the Company in excess of  regulatory  standards and the
Bank in the "well capitalized" category as set forth by the FDIC.


ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company'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 Company seeks to reduce its exposure
to changes in interest  rate,  or market risk,  through  active  monitoring  and
management of its interest-rate  risk exposure.  The policies and procedures for
managing both on- and off-balance sheet activities are established by the Bank's
asset/liability  management  committee ("ALCO").  The Board of Directors reviews
and approves the ALCO policy  annually and  monitors  related  activities  on an
ongoing basis.

     Market risk is the risk of loss from adverse  changes in market  prices and
rates.  The  Company's  market risk arises  primarily  from  interest  rate risk
inherent in its lending, borrowing and deposit taking activities.

     The main  objective  in  managing  interest  rate risk is to  minimize  the
adverse impact of changes in interest rates on net interest  income and preserve
capital, while adjusting the 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  Company   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 forecasted 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 forecasted 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.  Internal  guidelines  on interest  rate risk state that for every 100
basis points  immediate shift in interest  rates,  estimated net interest income
over the next twelve months should decline by no more than 5%.

     The following  table indicates the estimated  exposure,  as a percentage of
estimated net interest  income,  for the twelve month period  following the date
indicated assuming an immediate shift in interest rates as set forth below:
<TABLE>
<CAPTION>

                                                                   September 30,             March 31,
                                                                        2002                    2002
                                                                   ------------              ----------
                  <S>                                                   <C>                    <C>
                  300 basis point increase in rates................     (7.7)%                 (12.9)%

                  150 basis point decrease in rates................     (0.7)%                   0.5%
</TABLE>

                                       13
<PAGE>

     For  each  one  percentage  point  change  in net  interest  income  in the
September 2002 projections,  the effect on net income would be $109,000 assuming
a 36% tax rate.

ITEM  4.     CONTROLS AND PROCEDURES

     The Company's  Chief  Executive  Officer and Chief  Financial  Officer have
evaluated  the Company's  disclosure  controls and  procedures  (as such term is
defined in Rule 13a-14(c) under the Exchange Act) as of a date within 90 days of
the date of filing of this Form 10-Q. Based upon such evaluation,  the Company's
Chief  Executive  Officer and Chief  Financial  Officer have concluded that such
controls and procedures are effective to ensure that the information required to
be  disclosed  by the Company in the reports it files under the  Exchange Act is
gathered, analyzed and disclosed with adequate timeliness.

     There have been no significant  changes in the Company's  internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of the evaluation described above.

                                       14
<PAGE>

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

     The Company and each of its  directors  were named as  defendants in a suit
filed on October  1, 2002 by Richard  Lashley  and PL  Capital,  LLC in the U.S.
District  Court for the  District of  Massachusetts.  The suit  alleges that the
adjournment  of the 2002 Annual Meeting of  Stockholders  until October 11, 2002
violated  Massachusetts law and the Company's Bylaws and constituted a breach of
fiduciary duty by the defendant directors. The suit seeks declaratory relief and
the issuance of a temporary  restraining  order and preliminary  injunction.  On
October 8, 2002, the Court declined to issue a temporary  restraining  order and
denied  injunctive  relief.  The Company has moved for  dismissal of the suit as
moot. On November 12, 2002, the plaintiffs responded to the Company's motion for
dismissal by amending  their  complaint to allege  breaches of fiduciary duty by
the directors  for their failure to elect PL Capital's  nominees to the Board of
the Company's  principal  subsidiary,  Central  Co-operative Bank, their alleged
failure to conduct a reasonable  investigation into the sale of the Company, and
their alleged  consenting to the  reimbursement of legal fees of Joseph and John
Doherty and to allege unfair and deceptive trade practices within the meaning of
chapter 93A of the  Massachusetts  General Laws.  The Company  believes that the
plaintiff's  claims are without merit and intends to vigorously  defend  against
them.

     See Note 5 of the  Notes to  Unaudited  Consolidated  Financial  Statements
presented elsewhere herein.

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

     On  September  30, 2002,  the  Registrant  convened  its Annual  Meeting of
Stockholders. The only item submitted to a vote of stockholders was the election
of three  directors.  Paul E. Bulman,  Garrett  Goodbody and Richard  Fates were
elected directors and the terms of office of the following  directors  continued
after the meeting: Joseph R. Doherty, John D. Doherty, Nancy D. Neri, Gregory W.
Boulos  and  Terence  Kenney.  The  following  is a record of the  voting in the
election of directors:

         ELECTION OF DIRECTORS              FOR              WITHHELD

         Marat E. Santini                 702,922.349        3,843.070
         John F. Gilgun, Jr.              702,864.479        3,843.070
         Paul E. Bulman                 1,511,028.951        5,843.070
         Garrett Goodbody                 810,937.252            2,000
         Richard Fates                    810,937.252            2,000

     There were no abstentions or broker non-votes.

Item 5.  Other Information
                  None

Item 6.  Exhibits and Reports on Form 8-K
         (a)   Exhibits
         99.1  Certification under Section 906 of Sarbanes-Oxley Act of 2002
         (b)   Reports on Form 8-K
               On July 15, 2002, the  Registrant  filed a Form 8-K reporting its
               earnings for the quarter ended June 30, 2002 under Item 5.
               On October 10, 2002,  the  Registrant  filed a Form 8-K reporting
               the increase in its quarterly cash dividend to $0.12 per share.

                                       15
<PAGE>
                                   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.
                                           ---------------------
                                               Registrant




November 14, 2002                         /s/ John D. Doherty
-----------------                         --------------------------------------
     Date                                 John D. Doherty
                                          President and Chief Executive Officer




November 14, 2002                         /s/ Michael K. Devlin
-----------------                         --------------------------------------
     Date                                 Michael K. Devlin
                                          Senior Vice President, Treasurer
                                          and Chief Financial Officer

<PAGE>

                                  CERTIFICATION

I, John D. Doherty,  President and Chief Executive  Officer of Central  Bancorp,
Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Central Bancorp, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within these
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board or  directors  (or persons  fulfilling  the  equivalent
functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: November 14, 2002


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

<PAGE>

                                  CERTIFICATION


I, Michael K.  Devlin,  Senior Vice  President,  Treasurer  and Chief  Financial
Officer of Central Bancorp, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Central Bancorp, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within these
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board or  directors  (or persons  fulfilling  the  equivalent
functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

                               /s/ Michael K. Devlin
                               -------------------------------------------------
                               Michael K. Devlin
                               Senior Vice President, Treasurer and
                               Chief Financial Officer