U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act
of 1934 for the quarter ended June 30, 2000
                              -------------
                         Commission File Number: 0-25251
                                                 -------
                              CENTRAL BANCORP, INC.
                              ---------------------
               (Exact Name of Registrant as Specified in Charter)

                                  MASSACHUSETTS
                                  -------------
         (State or Other Jurisdiction of Incorporation or Organization)

                  I.R.S. Employer Identification No. 04-3447594
                                                     ----------

                   399 HIGHLAND AVENUE, SOMERVILLE, MA. 02144
                   ------------------------------------------
                    (Address of Principal Executive Offices)


                          Registrant's Telephone Number
                                 (617) 628-4000
                                 --------------



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

                                  Yes X      No
                                     ----      ----

          Class                                Outstanding at August 10, 2000
-----------------------------                  ------------------------------
Common Stock, $1.00 par value                             1,759,467




<PAGE>




                      CENTRAL BANCORP, INC. AND SUBSIDIARY

                                Table of Contents

PART I.  FINANCIAL INFORMATION
         ---------------------
     Item 1.  Financial Statements

               Consolidated  Statements of Financial Condition at March 31, 2000
               and June 30, 2000 (unaudited)


               Consolidated  Statements  of Income for the three  month  periods
               ended June 30, 2000 and 1999 (unaudited)

               Consolidated Statements of Cash Flows for the three month periods
               ended June 30, 2000 and 1999 (unaudited)

               Consolidated  Statements of Changes in  Stockholders'  Equity for
               the three month periods ended June 30, 2000 and 1999 (unaudited)

               Notes to Consolidated Financial Statements (unaudited)

     Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
     Results of  Operations  for the three month periods ended June 30, 2000 and
     1999

     Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

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

     Item 1. Legal Proceedings

     Item 2. Changes in Securities and Use of Proceeds

     Item 3. Defaults upon Senior Securities

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

     Item 5. Other Information

     Item 6. Exhibits and Reports on Form 8-K

SIGNATURES


<PAGE>



Item 1-Financial Statements:



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

                                                                            June 30,           March 31,
(Dollars in Thousands)                                                       2000                 2000
---------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                    <C>
ASSETS                                                                   (Unaudited)

Cash and due from banks                                                  $   5,665              $   6,588
                                                                         --------------------------------

Short-term investments                                                       2,460                 14,802
Investments available for sale:
  Investment securities                                                     33,438                 32,135
  Mortgage-backed securities                                                22,160                 23,308
Stock in Federal Home Loan Bank of Boston, at cost                           5,800                  5,800
The Co-operative Central Bank Reserve Fund                                   1,576                  1,576
                                                                         --------------------------------
    Total investments                                                       65,434                 77,621
                                                                         --------------------------------

Loans:
  Mortgage loans                                                           336,403                314,966
  Other loans                                                                6,443                  5,047
                                                                         --------------------------------
                                                                           342,846                320,013
  Less allowance for loan losses                                            (3,030)                (2,993)
                                                                         --------------------------------
    Net loans                                                              339,816                317,020
                                                                         --------------------------------

Accrued interest receivable                                                  2,170                  2,036
Office properties and equipment, net                                         2,145                  2,218
Deferred tax asset, net                                                      1,082                  1,071
Goodwill, net                                                                2,736                  2,808
Other assets                                                                   171                    195
                                                                         --------------------------------
    Total assets                                                         $ 419,219              $ 409,557
                                                                         ================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits                                                               $ 268,096              $ 258,339
  Advances from Federal Home Loan Bank of Boston                           110,250                111,000
  Advance payments by borrowers for taxes and insurance                      1,133                  1,053
  Accrued interest payable                                                     484                    542
  Accrued income taxes                                                         406                     --
  Accrued expenses and other liabilities                                     1,487                  1,226
                                                                         --------------------------------
    Total liabilities                                                      381,856                372,160
                                                                         --------------------------------

Commitments and Contingencies (Note 2)

Stockholders' equity:
  Preferred stock $1.00 par value; authorized 5,000,000 shares;
    none issued or outstanding                                                  --                     --
  Common stock $1.00 par value; authorized 15,000,000 shares;
    Issued 1,970,000 shares (outstanding 1,771,867 and
    1,810,450) at June 30, 2000 and March 31, 2000 respectively              1,970                  1,970
  Additional paid-in capital                                                11,190                 11,190
  Retained income                                                           29,123                 28,538
  Treasury stock (198,133 shares and 159,550 shares at June 30,
      2000, and March 31, 2000, respectively), at cost                      (3,676)                (3,043)
  Accumulated other comprehensive income (loss) (note 4)                      (843)                  (825)
  Unearned compensation - ESOP                                                (401)                  (433)
                                                                         --------------------------------
    Total stockholders' equity                                              37,363                 37,397
                                                                         --------------------------------
    Total liabilities and stockholders' equity                           $ 419,219              $ 409,557
                                                                         ================================
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE>


                      CENTRAL BANCORP, INC. AND SUBSIDIARY
                        Consolidated Statements of Income
                      (In Thousands, Except Per Share Data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                    June 30,
                                                                            2000            1999
                                                                         ----------------------------
<S>                                                                     <C>                   <C>
Interest and dividend income:
  Mortgage loans                                                     $6,013               $ 5,075
  Other loans                                                           126                   137
  Short-term investments                                                 85                   207
  Investment securities                                                 610                   385
  Mortgage-backed securities                                            375                   400
  The Co-operative Central Bank Reserve Fund                             21                    23
                                                                     ----------------------------
    Total interest and dividend income                                7,230                 6,227
                                                                     ----------------------------
Interest expense:
  Deposits                                                            2,343                 2,327
  Advances from Federal Home Loan Bank of Boston                      1,450                   770
                                                                     ----------------------------
    Total interest expense                                            3,793                 3,097
                                                                     ----------------------------

    Net interest and dividend income                                  3,437                 3,130
Provision for loan losses                                                --                    --
                                                                     ----------------------------
    Net interest and dividend income after
      provision for loan losses                                       3,437                 3,130
                                                                     ----------------------------
Non-interest income:
  Deposit service charges                                               103                   108
  Net gains from sales of investment securities                         184                   118
  Other income                                                           51                    52
                                                                     ----------------------------
    Total non-interest income                                           338                   278
                                                                     ----------------------------
Operating expenses:
  Salaries and employee benefits                                      1,317                 1,191
  Occupancy and equipment                                               279                   296
  Data processing service fees                                          128                   137
  Professional fees                                                     268                   214
  Goodwill amortization                                                  72                    72
  Advertising                                                           226                    43
  Other expense                                                         286                   280
                                                                     ----------------------------
    Total operating expenses                                          2,576                 2,233
                                                                     ----------------------------

    Income before income taxes                                        1,199                 1,175
Income tax expense                                                      434                   462
                                                                     ----------------------------
    Net Income before cumulative effect of change in
        accounting principle                                            765                   713
Cumulative effect of change in accounting principle                      --                  (234)
                                                                     ----------------------------
      Net income                                                     $  765               $   479
                                                                     ============================

Earnings per common share before cumulative effect of
    change in accounting principle                                   $ 0.43               $  0.37
                                                                     ============================

Earnings per common share before cumulative effect of
    change in accounting principle, diluted                          $ 0.43               $  0.37
                                                                     ============================

Earnings per common share after cumulative effect of
    change in accounting principle                                   $ 0.43               $  0.25
                                                                     ============================

Earnings per common share after cumulative effect of
    change in accounting principle, diluted                          $ 0.43               $  0.25
                                                                     ============================

Weighted average common shares outstanding                            1,788                 1,933

Weighted average common shares outstanding, diluted                   1,788                 1,938
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


<PAGE>



                                           CENTRAL BANCORP, INC. AND SUBSIDIARY
                                          Consolidated Statements of Cash Flows
                                                       (Unaudited)
<TABLE>
<CAPTION>
                                                                                                  Three Months Ended
                                                                                                       June 30,
                                     (In Thousands)                                              2000            1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                        <C>
Cash flows from operating activities:
Net income                                                                                $      765            $      479
   Adjustments to reconcile net income to net cash provided by operating activities
      Depreciation and amortization                                                              112                   120
      Amortization of premiums, fees and discounts                                                23                    24
      Amortization of goodwill                                                                    72                    72
      Net gains from sales of investment securities                                             (184)                 (118)
Increase in deferred tax asset                                                                   (11)                  (31)
Increase in accrued interest receivable                                                         (134)                 (304)
Decrease in other assets                                                                          24                   280
Increase (decrease) in advance payments by borrowers for taxes and insurance                      80                  (231)
(Decrease) increase in accrued interest payable                                                  (58)                   10
Increase in accrued income taxes                                                                 406                   174
Increase in accrued expenses and other liabilities                                               261                   156
                                                                                          --------------------------------
      Net cash provided by operating activities                                                1,356                   631
                                                                                          --------------------------------

Cash flows from investing activities:

    Principal collected on loans                                                              14,341                21,153
    Loan originations                                                                        (37,137)              (30,743)
    Principal payments on mortgage-backed securities available for sale                        1,044                 3,433
    Purchase of investment securities available for sale                                      (2,223)              (10,974)
    Maturities of investment securities available for sale                                        --                 2,000
    Proceeds from sales of investment securities available for sale                            1,167                 1,986
    Net decrease in short-term investments                                                    12,342                11,240
    Purchase of office properties and equipment                                                  (39)                  (39)
                                                                                          --------------------------------
      Net cash (used in) provided by investing activities                                    (10,505)               (1,944)
                                                                                          --------------------------------

Cash flows from financing activities:

    Net increase in deposits                                                                   9,757                   783
    Proceeds from advances from FHLB of Boston                                                53,000                 1,060
    Payments on advances from FHLB of Boston                                                 (53,750)               (1,060)
    Purchase of Treasury stock                                                                  (633)                 (178)
    Payments of dividends on common stock                                                       (180)                 (157)
    Amortization of unearned compensation - ESOP                                                  32                    33
                                                                                          --------------------------------
      Net cash provided by (used in) financing activities                                      8,226                   481
                                                                                          --------------------------------

    Net increase (decrease) in cash and due from banks                                          (923)                 (832)
    Cash and due from banks at beginning of period                                             6,588                 4,964
                                                                                          --------------------------------
    Cash and due from banks at end of period                                              $    5,665            $    4,132
                                                                                          ================================

    Supplemental  disclosure  of cash flow  information:
      Cash paid  during  the period for:
        Interest                                                                          $    3,851            $    3,087
        Income taxes                                                                              28                   280

    Schedule of noncash investing activities:
      Transfer of mortgage loans to real estate acquired by foreclosure                           --                    --
</TABLE>

See accompanying notes to unaudited consolidated financial statements.



<PAGE>


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

                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                              Additional
                                                                  Common       Paid-In       Retained       Treasury
                             (In Thousands)                        Stock        Capital       Income         Stock
----------------------------------------------------------------------------------------------------------------------

 Three Months Ended June 30, 1999
 --------------------------------

      <S>                                                         <C>           <C>          <C>             <C>
      Balance at March 31, 1999                                   $  1,967     $  11,171     $  25,894       $      --
                                                                  --------     ---------     ---------       ---------

      Net Income                                                        --            --           479              --
      Other Comprehensive Income (loss), net of tax
          Unrealized (losses) on securities , net of
                 reclassification adjustment (note 4)                   --            --            --              --
                                                                  --------     ---------     ---------       ---------
             Comprehensive income (loss)                                --            --           479              --
                                                                  --------     ---------     ---------       ---------

      Purchase of treasury stock                                        --            --            --            (178)
      Dividends Paid                                                    --            --          (157)             --
      Amortization of unearned compensation - ESOP                      --            --            --              --
                                                                  --------     ---------     ---------       ---------

      Balance at June 30, 1999                                    $  1,967     $  11,171     $  26,216       $    (178)
                                                                  ========     =========     =========       =========

  Three Months Ended June 30, 2000
  --------------------------------

      Balance at March 31, 2000                                   $  1,970     $  11,190     $  28,538 $        (3,043)
                                                                  --------     ---------     ---------       ---------

      Net Income                                                        --            --           765              --
      Other Comprehensive Income (loss), net of tax
          Unrealized (losses) on securities , net of
                 reclassification adjustment (note 4)                   --            --            --              --

                                                                  --------     ---------     ---------       ---------
             Comprehensive income (loss)                                --            --           765              --
                                                                  --------     ---------     ---------       ---------

      Purchase of treasury stock                                        --            --            --            (633)
      Dividends Paid                                                    --            --          (180)             --
      Amortization of unearned compensation - ESOP                      --            --            --              --
                                                                  --------     ---------     ---------       ---------
      Balance at June 30, 2000                                    $  1,970     $  11,190     $  29,123       $  (3,676)
                                                                  ========     =========     =========       =========

<CAPTION>

                                                               Accumulated
                                                                  Other       Unearned       Total
                                                              Comprehensive  Compensation  Stockholders'
                           (In Thousands)                     Income (Loss)      ESOP        Equity
-----------------------------------------------------------------------------------------------------

 Three Months Ended June 30, 1999
 --------------------------------

   <S>                                                            <C>         <C>            <C>
    Balance at March 31, 1999                                     $     327   $   (617)      $ 38,742
                                                                  ---------   --------       --------

    Net Income                                                           --         --            479
    Other Comprehensive Income (loss), net of tax
        Unrealized (losses) on securities , net of
               reclassification adjustment (note 4)                     (11)        --            (11)
                                                                  ---------   --------       --------
           Comprehensive income (loss)                                  (11)        --            468
                                                                  ---------   --------       --------
    Purchase of treasury stock                                           --         --           (178)
    Dividends Paid                                                       --         --           (157)
    Amortization of unearned compensation - ESOP                         --         33             33
                                                                  ---------   --------       --------

    Balance at June 30, 1999                                      $     316   $   (584)      $ 38,908
                                                                  =========   ========       ========

 Three Months Ended June 30, 2000
 --------------------------------

    Balance at March 31, 2000                                  $       (825)  $   (433) $      37,397
                                                                  ---------   --------       --------

    Net Income                                                           --         --            765
    Other Comprehensive Income (loss), net of tax
        Unrealized (losses) on securities , net of
               reclassification adjustment (note 4)                     (18)        --            (18)

                                                                  ---------   --------       --------
           Comprehensive income (loss)                                  (18)        --            747
                                                                  ---------   --------       --------

    Purchase of treasury stock                                           --         --           (633)
    Dividends Paid                                                       --         --           (180)
    Amortization of unearned compensation - ESOP                         --         32             32
                                                                  ---------   --------       --------
    Balance at June 30, 2000                                      $    (843)  $   (401) $      37,363
                                                                  =========   ========       ========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.





<PAGE>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                                  June 30, 2000
                                   (Unaudited)

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

     The consolidated  financial  statements of the Registrant for June 30, 2000
     and 1999 presented  herein should be read in conjunction with the financial
     statements  of the  Company  as of and for the year ended  March 31,  2000,
     included in the  Company's  Annual  Report on Form 10-K.  In the opinion of
     management,  the accompanying  unaudited  consolidated financial statements
     reflect  all  adjustments,  consisting  of  normal  recurring  adjustments,
     necessary to fairly present the results for the interim periods  presented.
     Interim  results are not  necessarily  indicative of results to be expected
     for the entire year.

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

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

Commitments at June 30, 2000 follow:                 (In Thousands)

   Unused lines of credit.........................   $    10,426
   Unadvanced portions of construction loans .....         6,307
   Unadvanced portions of commercial loans .......         5,172
   Commitments to originate commercial loans .....        14,875
   Commitments to originate residential
     mortgage loans:
         Fixed rate ..............................           360
         Adjustable rate .........................         3,472




<PAGE>


                      CENTRAL BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

                                  June 30, 2000
                                   (Unaudited)

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

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

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

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

          The Company's other comprehensive income (loss) and related tax effect
          is as follows:
<TABLE>
<CAPTION>

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

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

  Other comprehensive loss                                 $   (29)         $    (11)           $   (18)
                                                           ============================================

</TABLE>

<TABLE>
<CAPTION>
                                                                 For the Three Months Ended
                                                                        June 30, 1999
                                                     --------------------------------------------------
                                                            Before-
                                                             Tax            Tax (Benefit)     After-Tax
                                                            Amount           Expense            Amount
                                                           --------          ---------         --------
<S>                                                        <C>               <C>                <C>
Unrealized gains (losses) on securities
  Unrealized holding gains arising during period           $   100           $    39            $    61

  Less:  reclassification adjustment for
    gains realized in net income                               118                46                 72
                                                           --------------------------------------------

  Other comprehensive loss                                 $   (18)          $    (7)           $   (11)
                                                           ============================================
</TABLE>


<PAGE>


                      CENTRAL BANCORP, INC. AND SUBSIDIARY

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

GENERAL:
-------

     On  January 8, 1999,  the  Registrant,  Central  Bancorp,  Inc.  became the
     holding  company of Central  Co-operative  Bank when the Bank completed its
     holding company  reorganization.  Because substantially all of the business
     of the Registrant is the business of the Bank, the discussion below focuses
     on the  business  of the  Bank.  For more  information,  see  "Management's
     Discussion   and   Analysis   of   Financial   Condition   and  Results  of
     Operations--Holding  Company"  included in the  Company's  Annual Report on
     Form 10-K as of and for the year ended March 31, 2000.

     Net income  amounted to $765,000,  or $0.43 per diluted share for the three
     months ended June 30, 2000 as compared to net income of $479,000,  or $0.25
     per diluted share in the corresponding quarter ended June 30, 1999.

     Net income for the current  quarter was higher than net income for the same
     period in 1999  primarily  due to a $307,000  increase in net  interest and
     dividend income.  During the June 30, 1999 quarter,  the Company incurred a
     non re-curring charge of $234,000,  net of taxes, for costs associated with
     establishing  Central  Bancorp,  Inc.,  as the holding  company for Central
     Bank. This charge represented the balance of unamortized organization costs
     outstanding  as of April 1, 1999,  that were  required to be written off in
     accordance  with  a  new  accounting  rule  regarding  reporting  costs  of
     organization  activities.  In addition , The Company's  operating  expenses
     increased  by $343,000  during the June 30, 2000  quarter over the June 30,
     1999 quarter  principally due to higher marketing and advertising  expenses
     to promote deposit and other products.


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

     The  following is a discussion of the major changes and trends in financial
     condition  from the end of the  preceding  fiscal year,  March 31, 2000, to
     June 30, 2000.

     Total  assets  increased  from  $409.5  million at March 31, 2000 to $419.2
     million at June 30, 2000  primarily  as a result of an increase in deposits
     which were invested in the Company's loan  portfolio,  offset by a decrease
     in investments.

     The  Company's  loan balance  grew by $22.8  million or 7.1% as a result of
     loan  originations  amounting  to $37.1  million,  of which  $19.8  were in
     residential real estate loans.  Loan  amortization and pay-offs amounted to
     $14.3  million.  The  Company's  investment  portfolio  decreased  by $12.1
     million,  primarily as a result of pay-downs of mortgage-backed  securities
     and a decline in short term investments,  offset by purchases of investment
     securities.  Funds from the decline in the Company's  investment  portfolio
     were primarily used to partially fund the increase in the loan portfolio.

     Deposits  increased during the three month period by $9.7 million primarily
     due to an increase of $9.1 million in term deposit certificates.


<PAGE>



     As  previously  announced,  the  Company's  Board of  Directors  during the
     quarter  ended  June  2000,  approved  a third  stock  repurchase  program,
     authorizing  the Company to repurchase  an additional  88,903 shares of the
     Company's  common stock over the next twelve months.  This represents about
     5% of the Company's outstanding shares. As of June 30, 2000 under all three
     buyback programs, the Company has repurchased 198,133 shares, at an average
     cost of $18.56 per share,  representing  10.06% of common stock at the time
     of the adoption of the  program.  At June 30,  2000,  there were  remaining
     82,703  shares  authorized  under  the  third  stock  repurchase   program.
     Completion of the new program will depend on market conditions and there is
     no guaranty of the exact number of shares the Company will repurchase.

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

     The Company had no non-accruing  loans at June 30, 2000, a decrease of $235
     thousand or 100.0% from March 31,  2000.  There was no interest  income not
     recognized on non-accruing loans for the first three months of fiscal 2001.

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

<TABLE>
<CAPTION>
                                                        June 30,    March 31,     June 30,
                                                          2000        2000          1999
                                                        ------      --------      --------
                                                               (Dollars in thousands)

<S>                                                      <C>          <C>          <C>
Loans accounted for on a
    non-accrual basis, (non-accruing loans)              $    0       $ 235        $ 416
Impaired loans, accruing                                      0           0            0
Non-accruing loans as a percentage of
  total loans                                              0.00%       0.07%        0.14%
Non-accruing loans as a percentage of
  total assets                                             0.00%       0.06%        0.11%
</TABLE>


RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2000, AND 1999:
---------------------

     Net income for the three months ended June 30, 2000, and 1999,  amounted to
     $765,000  or $0.43 per  diluted  share and  $479,000  or $0.25 per  diluted
     share, respectively.

     Interest income from the Company's loan portfolio increased $927,000 in the
     first  quarter of fiscal 2001.  This increase was primarily the result of a
     $43.7  million  increase  in the average  loan  balance in addition to a 14
     basis point increase in average rates earned on these loans.

<PAGE>


     Incomefrom 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
     $76,000  during the first  quarter of fiscal 2001 when compared to the same
     fiscal 2000 period.  The yield on these assets increased by 88 basis points
     while the average balance  decreased by $7.0 million during the fiscal 2001
     quarter.

     Average earning assets  increased by $36.8 million while the rate earned on
     these assets increased 37 basis points to 7.24% during the first quarter of
     fiscal 2001 when compared to the first quarter of fiscal 2000.

     The  Company's  cost of  deposits  increased  by  $16,000  during the first
     quarter of fiscal 2001 when compared to the same fiscal 2000  quarter.  The
     rate paid on  deposits  increased  8 basis  points  from  3.45%  during the
     quarter  ended June 30,  1999 to 3.53%  during the  quarter  ended June 30,
     2000.  The average  balance of these  deposits  decreased  $4.2  million to
     $265.4  million during the first quarter of fiscal 2001 from $269.6 million
     during the fiscal 2000 first quarter.

     The average  balance of borrowed funds  increased by $41.5 million to $98.5
     million in the fiscal 2001 first  quarter  compared to $57.0 million in the
     same fiscal 2000 quarter. These advances were used to fund loan growth. The
     rate paid on  borrowings  increased  by 49 basis  points in the fiscal 2001
     quarter to 5.89% from 5.40% in the fiscal 2000 quarter. The combined effect
     of these changes resulted in an increase of $680,000 in interest expense on
     borrowings  to $1.4 million in the first quarter of fiscal 2001 compared to
     $770,000 in fiscal 2000's first quarter.

     The average balance of interest-bearing liabilities increased $37.4 million
     while the rates  paid on these  liabilities  increased  by 38 basis  points
     during the quarter ended June 30, 2000 when compared to the same period one
     year ago.

     These  developments  resulted in a $1.0  million  increase in interest  and
     dividend  income and an  increase of  $696,000  in  interest  expense.  The
     combination  resulted in a $307,000  increase in net  interest and dividend
     income from the fiscal 2000 quarter to the fiscal 2001 quarter.

     The  provision  for loan losses is made to maintain the  allowance for loan
     losses at a level  which  management  considers  adequate  to  provide  for
     probable  losses based on an evaluation of known and inherent  risks in the
     loan  portfolio.  Consistent  with  the  current  evaluation  of  the  loan
     portfolio,  the Company did not make any provision for the first quarter of
     fiscal 2001 or fiscal 2000.

     Non-interest  income  increased by $60,000 to $338,000 in the first quarter
     of fiscal 2001 from $278,000 in the first fiscal 2000 quarter.  The Company
     recorded  $184,000  and  $118,000  in net gains  from  sales of  investment
     securities  during  the first  quarter  of  fiscal  2001 and  fiscal  2000,
     respectively.  This  $66,000  increase  in  net  gains  from  the  sale  of
     investment   securities   is  the  primary   reason  for  the  increase  in
     non-interest income between the two quarters.

     Operating  expenses  increased $343,000 in the first quarter of fiscal 2001
     compared to the same  quarter of fiscal  2000.  This  increase is primarily
     attributable  to an increase of $126,000 in salaries and employee  benefits
     and an increase of $183,000  in  advertising  due to a marketing  effort to
     promote deposit and other products.

     The provision  for Federal and state income taxes  amounted to $434,000 and
     $462,000  during  the  first  quarter  of  fiscal  2001  and  fiscal  2000,
     respectively.  The  decreased  expense  relates  primarily to the increased
     level of pre-tax  income offset by a decrease in the effective tax rate due
     to the  implementation of a tax planning strategy during the second quarter
     of fiscal 2000.

<PAGE>

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  8.91% on June  30,  2000,  which  exceeded
     regulatory requirements.

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

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

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


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

     The Company has  experienced  no material  changes in market risk since the
     discussion of this in the annual report as of March 31, 2000.

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

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


<PAGE>

                           Part II. Other Information



     Item 1.    Legal Proceedings
                    None

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

     Item 3.    Defaults upon Senior Securities
                    Not Applicable

     Item 4.    Submission of Matters to a Vote of Security Holders
                    At the Annual Meeting of  Stockholders  of Central  Bancorp,
                    Inc. held on July 27, 2000, stockholders voted affirmatively
                    on the following proposal:


                    To elect  three  directors  to serve  until the 2003  Annual
                    meeting of Stockholders.

                                         VOTE             VOTE
ELECTED AT MEETING     TERM              FOR            WITHHELD
------------------     ----              ---            --------

Joseph R. Doherty      3 Years            94%               6%
Terence D. Kenney      3 Years            94%               6%
Nancy D. Neri          3 Years            94%               6%



     Item 5.    Other Information
                    None

     Item 6.    Exhibits and Reports on Form 8-K

                    (a) Exhibits
                        Exhibit 27, FDS, Financial Data Schedule

                    (b)  Reports on Form 8-K

                         During the quarter ended June 30, 2000,  the
                         Registrant filed one Current Report on Form 8-K,
                         announcing the adoption of its third stock repurchase
                         program on May 22, 2000.


<PAGE>



                      CENTRAL BANCORP, INC. AND SUBSIDIARY

                                   Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized


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



 8/11/00                                      /s/ John D. Doherty
  ------                                      -------------------
   Date                                           John D. Doherty
                                                  President and Chief Executive
                                                    Officer





 8/11/00                                      /s/ Paul S. Feeley
--------                                      ------------------
   Date                                          Paul S. Feeley
                                                 Senior Vice President,
                                                 Treasurer and Chief Financial
                                                 Officer