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, 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 November 10, 2000
--------------------------------------          --------------------------------
  Common Stock, $1.00 par value                            1,728,667



<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 September 30, 2000 (unaudited)

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

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

                    Consolidated  Statements of Changes in Stockholders'  Equity
                    for the six month periods ended  September 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 and six month
                    periods ended September 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
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                                   September 30,          March 31,
                                                                                       2000                   2000
-------------------------------------------------------------------------------------------------------------------------
ASSETS                                                                              (Unaudited)
<S>                                                                             <C>                     <C>
Cash and due from banks                                                         $           5,156       $         6,588
                                                                                  ---------------------------------------
Short-term investments                                                                      4,112                14,802
Investments available for sale:
  Investment securities                                                                    34,093                32,135
  Mortgage-backed securities                                                               21,301                23,308
Stock in Federal Home Loan Bank of Boston, at cost                                          6,150                 5,800
The Co-operative Central Bank Reserve Fund                                                  1,576                 1,576
                                                                                  ---------------------------------------
    Total investments                                                                      67,232                77,621
                                                                                  ---------------------------------------

Loans:
  Mortgage loans                                                                          344,677               314,966
  Other loans                                                                               6,816                 5,047
                                                                                  ---------------------------------------
                                                                                          351,493               320,013
  Less allowance for loan losses                                                           (3,034)               (2,993)
                                                                                  ---------------------------------------
    Net loans                                                                             348,459               317,020
                                                                                  ---------------------------------------

Accrued interest receivable                                                                 2,314                 2,036
Office properties and equipment, net                                                        2,089                 2,218
Deferred tax asset, net                                                                       886                 1,071
Goodwill, net                                                                               2,664                 2,808
Other assets                                                                                  313                   195
                                                                                  ---------------------------------------
    Total assets                                                                $         429,113       $       409,557
                                                                                  =======================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits                                                                      $         268,200       $       258,339
  Advances from Federal Home Loan Bank of Boston                                          119,000               111,000
  Advance payments by borrowers for taxes and insurance                                     1,479                 1,053
  Accrued interest payable                                                                    599                   542
  Accrued income taxes                                                                        655                    --
  Accrued expenses and other liabilities                                                    1,132                 1,226
                                                                                  ---------------------------------------
    Total liabilities                                                                     391,065               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 1,748,667 and
    1,810,450) at September 30, 2000 and March 31, 2000 respectively                        1,970                 1,970
  Additional paid-in capital                                                               11,190                11,190
  Retained income                                                                          29,824                28,538
  Treasury stock (221,333 shares and 159,550 shares at September 30,
    2000, and March 31, 2000, respectively), at cost                                       (4,091)               (3,043)
  Accumulated other comprehensive income (loss) (note 4)                                     (477)                 (825)
  Unearned compensation - ESOP                                                               (368)                 (433)
                                                                                  ---------------------------------------
    Total stockholders' equity                                                             38,048                37,397
                                                                                  ---------------------------------------
    Total liabilities and stockholders' equity                                  $         429,113       $       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                 Six Months Ended
                                                                        September 30,                     September 30,
                                                                    2000          1999               2000            1999
                                                                  ------------------------        --------------------------
<S>                                                             <C>           <C>               <C>             <C>
Interest and dividend income:
  Mortgage loans                                                $     6,533   $     5,268       $      12,546   $      10,343
  Other loans                                                           162           147                 288             284
  Short-term investments                                                 64            48                 149             255
  Investment securities                                                 616           472               1,226             857
  Mortgage-backed securities                                            359           352                 735             752
  The Co-operative Central Bank Reserve Fund                             25            27                  45              50
                                                                  -----------------------         ---------------------------
    Total interest and dividend income                                7,759         6,314              14,989          12,541
                                                                  -----------------------         ---------------------------
Interest expense:
  Deposits                                                            2,476         2,161               4,819           4,488
  Advances from Federal Home Loan Bank of Boston                      1,821           877               3,271           1,647
                                                                  -----------------------         ---------------------------
    Total interest expense                                            4,297         3,038               8,090           6,135
                                                                  -----------------------         ---------------------------

    Net interest and dividend income                                  3,462         3,276               6,899           6,406
Provision for loan losses                                                --            --                  --              --
                                                                  -----------------------         ---------------------------
    Net interest and dividend income after
      provision for loan losses                                       3,462         3,276               6,899           6,406
                                                                  -----------------------         ---------------------------
Non-interest income:
  Deposit service charges                                               112            99                 216             207
  Net gains from sales of investment securities                         193           494                 376             612
  Other income                                                           49            67                 100             119
                                                                  -----------------------         ---------------------------
    Total non-interest income                                           354           660                 692             938
                                                                  -----------------------         ---------------------------
Operating expenses:
  Salaries and employee benefits                                      1,311         1,216               2,628           2,407
  Occupancy and equipment                                               286           293                 565             589
  Advertising                                                           103           100                 329             143
  Data processing service fees                                          163           144                 291             281
  Professional fees                                                     245           198                 513             412
  Goodwill amortization                                                  72            72                 144             144
  Other expense                                                         260           245                 546             525
                                                                  -----------------------         ---------------------------
    Total operating expenses                                          2,440         2,268               5,016           4,501
                                                                  -----------------------         ---------------------------

    Income before income taxes                                        1,376         1,668               2,575           2,843
Income tax expense                                                      499           636                 933           1,098
                                                                  -----------------------         ---------------------------
    Net Income before cumulative effect of change in
        accounting principle                                            877         1,032               1,642           1,745
Cumulative effect of change in accounting principle                      --            --                  --            (234)
                                                                  -----------------------         ---------------------------
      Net income                                                $       877         1,032       $       1,642   $       1,511
                                                                  =======================         ===========================
Earnings per common share before cumulative effect of
    change in accounting principle                              $      0.51   $      0.54       $        0.93   $        0.91
                                                                  =======================         ===========================
Earnings per common share before cumulative effect of
    change in accounting principle, diluted                     $      0.51   $      0.54       $        0.93   $        0.91
                                                                  =======================         ===========================
Earnings per common share after cumulative effect of
    change in accounting principle                              $      0.51   $      0.54       $        0.93   $        0.79
                                                                  =======================         ===========================
Earnings per common share after cumulative effect of
    change in accounting principle, diluted                     $      0.51   $      0.54       $        0.93   $        0.78
                                                                  =======================         ===========================

Weighted average common shares outstanding                            1,731         1,907               1,759           1,920

Weighted average common shares outstanding, diluted                   1,733         1,914               1,760           1,926

</TABLE>

See accompanying notes to unaudited consolidated financial statements.

<PAGE>


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

                                                                                                   Six Months Ended
                                                                                                     September 30,
                                     (In Thousands)                                              2000            1999
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                <C>
Cash flows from operating activities:

Net income                                                                              $      1,642       $         1,511
   Adjustments to reconcile net income to net cash provided by operating activities
      Depreciation and amortization                                                              221                   238
      Amortization of premiums, fees and discounts                                                45                    65
      Amortization of goodwill                                                                   144                   144
      Net gains from sales of investment securities                                             (376)                 (612)
Decrease (increase) in deferred tax asset                                                        185                  (436)
Increase in accrued interest receivable                                                         (278)                 (284)
(Increase) decrease in other assets                                                             (118)                  257
Increase (decrease) in advance payments by borrowers for taxes and insurance                     426                  (259)
Increase in accrued interest payable                                                              57                    49
Increase in accrued income taxes                                                                 655                   446
(Decrease) increase in accrued expenses and other liabilities                                    (94)                  267
                                                                                          -----------------------------------
      Net cash provided by operating activities                                                2,509                 1,386
                                                                                          -----------------------------------

Cash flows from investing activities:

    Principal collected on loans                                                              31,224                41,716
    Loan originations                                                                        (62,663)              (59,579)
    Principal payments on mortgage-backed securities available for sale                        2,021                 6,315
    Purchase of investment securities available for sale                                      (3,169)              (13,022)
    Maturities of investment securities available for sale                                        --                 2,000
    Proceeds from sales of investment securities available for sale                            1,876                 4,402
    Net decrease in short-term investments                                                    10,690                11,297
    Purchase of Stock in Federal Home Loan Bank of Boston                                       (350)                 (314)
    Purchase of office properties and equipment                                                  (92)                  (32)
                                                                                          -----------------------------------
      Net cash (used in) provided by investing activities                                    (20,463)               (7,217)
                                                                                          -----------------------------------

Cash flows from financing activities:

    Net increase (decrease) in deposits                                                        9,861               (10,116)
    Proceeds from advances from FHLB of Boston                                               119,000                29,435
    Payments on advances from FHLB of Boston                                                (111,000)              (12,000)
    Purchase of Treasury stock                                                                (1,048)               (1,094)
    Payments of dividends on common stock                                                       (356)                 (313)
    Amortization of unearned compensation - ESOP                                                  65                    66
                                                                                          -----------------------------------
      Net cash provided by (used in) financing activities                                     16,522                 5,978
                                                                                          -----------------------------------

    Net (decrease) increase in cash and due from banks                                        (1,432)                  147
    Cash and due from banks at beginning of period                                             6,588                 4,964
                                                                                          -----------------------------------
    Cash and due from banks at end of period                                            $      5,156       $         5,111
                                                                                          ===================================

    Supplemental  disclosure  of cash flow  information:
      Cash paid  during  the period for:
        Interest                                                                        $      8,033       $         6,086
        Income taxes                                                                             278                   652
</TABLE>


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


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

                                                                     Additional
                                                            Common    Paid-in     Retained        Treasury
      (In Thousands)                                        Stock     Capital      Income          Stock
------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>       <C>          <C>          <C>
Six Months Ended September 30, 1999
-------------------------------------
  Balance at March 31, 1999                                   $1,967     $11,171    $25,894         $    --
                                                              ------     -------    -------         -------
  Net income                                                      --          --      1,511              --


  Other Comprehensive Income (loss), net of tax
    Unrealized (losses) on securities,
      net of reclassification adjustment (note 4)                 --          --         --              --
                                                              ------     -------    -------         -------
         Comprehensive income (loss)                              --          --      1,511              --
                                                              ------     -------    -------         -------

  Purchase of treasury stock                                      --          --         --          (1,094)
  Dividends Paid                                                  --          --       (313)             --
  Amortization of unearned compensation - ESOP                    --          --         --              --
                                                              ------     -------    -------         -------
  Balance at September 30, 1999                               $1,967     $11,171    $27,092         $(1,094)
                                                              ======     =======    =======         =======


Six Months Ended September 30, 2000
-------------------------------------
  Balance at March 31, 2000                                   $1,970     $11,190    $28,538         $(3,043)
                                                              ------     -------    -------         -------
  Net income                                                      --          --      1,642              --


  Other Comprehensive Income (loss), net of tax
    Unrealized (losses) on securities,
      net of reclassification adjustment (note 4)                 --          --         --              --
                                                              ------     -------    -------         -------
         Comprehensive income (loss)                              --          --      1,642              --
                                                              ------     -------    -------         -------

  Purchase of treasury stock                                      --          --         --          (1,048)
  Dividends Paid                                                  --          --       (356)             --
  Amortization of unearned compensation - ESOP                    --          --         --              --
                                                              ------     -------    -------         -------
  Balance at September 30, 2000                               $1,970     $11,190    $29,824         $(4,091)
                                                              ======     =======    =======         =======

<CAPTION>
                                                          Accumulated
                                                            Other           Unearned         Total
                                                          Comprehensive   Compensation    Stockholders'
      (In Thousands)                                      Income (loss)       ESOP           Equity
------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>            <C>            <C>
Six Months Ended September 30, 1999
-----------------------------------

  Balance at March 31, 1999                                  $ 327        $  (617)        $ 38,742
                                                             -----         ------          -------
  Net Income                                                    --             --            1,511
  Other Comprehensive Income (loss), net of tax
    Unrealized (losses) on securities,
      net of reclassification adjustment (note 4)             (718)            --             (718)
                                                             -----         ------          -------
         Comprehensive income (loss)                          (718)            --              793
                                                             -----         ------          -------


  Purchase of treasury stock                                    --             --           (1,094)
  Dividends Paid                                                --             --             (313)
  Amortization of unearned compensation - ESOP                  --             66               66
                                                             -----         ------         --------


  Balance at September 30, 1999                              $(391)       $  (551)        $ 38,194
                                                             =====         ======         ========


Six Months Ended September 30, 2000
-----------------------------------
  Balance at March 31, 2000                                  $(825)       $  (433)       $  37,397
                                                             -----         ------          -------


  Net income                                                    --             --            1,642
  Other Comprehensive Income (loss), net of tax
    Unrealized (losses) on securities,
      net of reclassification adjustment (note 4)              348             --              348
                                                             -----         ------          -------
          Comprehensive income (loss)                          348             --            1,990
                                                             -----         ------          -------
  Purchase of treasury stock                                    --             --           (1,048)
  Dividends Paid                                                --             --             (356)
  Amortization of unearned compensation - ESOP                  --             65               65
                                                             -----         ------         --------
  Balance at September 30, 2000                              $(477)        $ (368)        $ 38,048
                                                             =====         ======         ========

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

<PAGE>



                      CENTRAL BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

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

         The consolidated  financial  statements of the Registrant for September
         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.
<TABLE>
<CAPTION>

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

            <S>                                                                  <C>
            Unused lines of credit...............................................$    10,894
            Unadvanced portions of construction loans............................      6,418
            Unadvanced portions of commercial loans..............................      5,377
            Commitments to originate commercial loans............................     14,517
            Commitments to originate residential mortgage loans:
                  Fixed rate.....................................................        882
                  Adjustable rate................................................        841
</TABLE>

<PAGE>


                      CENTRAL BANCORP, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                               SEPTEMBER 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 Six Months Ended
                                    (In Thousands)                                         September 30, 2000
             ------------------------------------------------------------------------------------------------------------------
                                                                                 Before-
                                                                                   Tax              Tax            After-Tax
                                                                                  Amount          Expense            Amount
                                                                                  ------          -------          ---------
             <S>                                                                 <C>               <C>               <C>
             Unrealized gains on securities:
               Unrealized holding gains arising during period                    $   909           $  321            $  588

               Less: reclassification adjustment for
                 gains realized in net income                                        376              136               240
                                                                                 ----------------------------------------------

               Other comprehensive income                                        $   533           $  185            $  348
                                                                                 ==============================================
<CAPTION>

                                                                                        For the Six Months Ended
                                                                                           September 30, 1999
                                                                           ----------------------------------------------------
                                                                                 Before-
                                                                                   Tax              Tax            After-Tax
                                                                                  Amount          Expense            Amount
                                                                                  ------          -------          ---------
             <S>                                                                 <C>               <C>               <C>
             Unrealized gains (losses) on securities:
               Unrealized holding losses arising during period                   $  (542)          $ (200)           $ (342)

               Less:  reclassification adjustment for
                 gains realized in net income                                        612              236               376
                                                                                 ----------------------------------------------

               Other comprehensive loss                                          $(1,154)          $ (436)           $ (718)
                                                                                 ==============================================

</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 $877,000,  or $0.51 per diluted share for the three
      months ended  September 30, 2000 as compared to net income of  $1,032,000,
      or $0.54 per diluted share in the  corresponding  quarter ended  September
      30, 1999.

      Net income for the current  quarter was lower than net income for the same
      period in 1999 primarily due to a $301,000 decrease in net gain from sales
      of  investment  securities.  Net interest and  dividend  income  increased
      $186,000 in the September  30, 2000 quarter over the prior years  quarter,
      reflecting  significantly higher income from mortgage loans. The Company's
      operating  expenses  increased by $172,000  during the  September 30, 2000
      quarter  over the  September  30, 1999 quarter  principally  due to higher
      salaries and employee benefits.


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
      September 30, 2000.

      Total  assets  increased  from $409.5  million at March 31, 2000 to $429.1
      million at  September  30,  2000  primarily  as a result of an increase in
      deposits and advances from the Federal Home Loan Bank of Boston which were
      invested  in  the  Company's  loan  portfolio,  offset  by a  decrease  in
      investments.

      The  Company's  loan balance grew by $31.5  million or 9.8% as a result of
      loan  originations  amounting  to $62.7  million,  of which  $27.3 were in
      residential real estate loans.  Loan amortization and pay-offs amounted to
      $31.2  million.  The  Company's  investment  portfolio  decreased by $10.4
      million,  primarily as a result of pay-downs of mortgage-backed securities
      and a decline in short term investments, offset by purchases of investment
      securities.   Proceeds   generated  from  the  decline  in  the  Company's
      investment portfolio were primarily used to partially fund the increase in
      the loan portfolio.

      Deposits  increased during the six month period by $9.9 million  primarily
      due to an increase of $8.7 million in term deposit  certificates  and were
      also used to fund the increase in the loan portfolio.

<PAGE>

      During the quarter ended September 30, 2000 the Company repurchased 23,200
      of  Central  Bancorp's  common  stock in  connection  with the  previously
      announced third buy back program authorized by the Board of Directors.  So
      far we have  repurchased  221,333  shares at an average cost of $18.48 per
      share.  This amounts to 11.24% of the common stock issued and  outstanding
      prior to the adoption of the first  buyback  program in April of 1999.  At
      September 30, 2000,  there were remaining  59,503 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 September 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 six 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>
                                                  Sept. 30,    March 31,    Sept. 30,
                                                    2000         2000         1999
                                                    ----         ----         ----
                                                         (Dollars in thousands)
<S>                                                <C>         <C>           <C>
Loans accouted for on a
   non-accrual basis, (non-accruing loans)         $   0       $  235        $  38
Impaired loans, accruing                               0            0            0
Non-accruing loans as a percentage of
   total loans                                      0.00%        0.07%        0.01%
Non-accruing loans as a percentage of
   total assets                                     0.00%        0.06%        0.01%
</TABLE>

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

      Net  income for the three  months  ended  September  30,  2000,  and 1999,
      amounted to $877,000 or $0.51 per diluted  share and  $1,032,000  or $0.54
      per diluted share, respectively.

      Interest  income from the Company's loan portfolio  increased $1.3 million
      in the second  quarter of fiscal 2001.  This  increase was  primarily  the
      result of a $53.0 million increase in the average loan balance in addition
      to a 35 basis point increase in average rates earned on these loans.


<PAGE>
     Income from the Company's  investment  portfolio  (which includes income on
     short term investments, investment securities,  mortgage-backed securities,
     FHLB stock and The  Co-operative  Central Bank Reserve  Fund)  increased by
     $165,000 during the second quarter of fiscal 2001 when compared to the same
     fiscal 2000 period.  The yield on these assets increased by 68 basis points
     while the average balance  increased by $3.5 million during the fiscal 2001
     quarter.

     Average earning assets  increased by $56.5 million while the rate earned on
     these assets  increased 43 basis points to 7.50% during the second  quarter
     of fiscal 2001 when compared to the second quarter of fiscal 2000.

     The  Company's  cost of deposits  increased  by $315,000  during the second
     quarter of fiscal 2001 when compared to the same fiscal 2000  quarter.  The
     rate paid on  deposits  increased  12 basis  points  from 3.57%  during the
     quarter  ended  September  30,  1999 to  3.69%  during  the  quarter  ended
     September 30, 2000. The average  balance of these deposits  increased $26.4
     million to $268.2  million  during the second  quarter of fiscal  2001 from
     $241.9 million during the fiscal 2000 second quarter.

     The average  balance of borrowed funds increased by $44.6 million to $115.5
     million in the fiscal 2001 second quarter  compared to $70.9 million in the
     same fiscal 2000 quarter. These advances were used to fund loan growth. The
     rate paid on  borrowings  increased  by 136 basis points in the fiscal 2001
     quarter to 6.31% from 4.95% in the fiscal 2000 quarter. The combined effect
     of these changes resulted in an increase of $944,000 in interest expense on
     borrowings to $1.8 million in the second quarter of fiscal 2001 compared to
     $877,000 in fiscal 2000's second quarter.

     The average balance of total  interest-bearing  liabilities increased $71.0
     million  while the rates paid on these  liabilities  increased  by 59 basis
     points  during the quarter  ended  September  30, 2000 when compared to the
     same period one year ago.

     These  developments  resulted in a $1.4  million  increase in interest  and
     dividend  income and an increase of $1.3 million in interest  expense.  The
     combination  resulted in a $186,000  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 second quarter of
     fiscal 2001 or fiscal 2000.

     Non-interest income decreased by $306,000 to $354,000 in the second quarter
     of fiscal 2001 from $660,000 in the second fiscal 2000 quarter. The Company
     recorded  $193,000  and  $494,000  in net gains  from  sales of  investment
     securities  during the  second  quarter  of fiscal  2001 and  fiscal  2000,
     respectively.  This  $301,000  decrease  in net  gains  from  the  sale  of
     investment   securities   is  the  primary   reason  for  the  decrease  in
     non-interest income between the two quarters.

     Operating  expenses increased $172,000 in the second quarter of fiscal 2001
     compared to the same  quarter of fiscal  2000.  This  increase is primarily
     attributable  to an increase of $95,000 in salaries and  employee  benefits
     and an increase of $47,000 in professional  fees due to the  implementation
     of a tax planning strategy during fiscal 2000.

     The provision  for Federal and state income taxes  amounted to $499,000 and
     $636,000  during  the  second  quarter  of  fiscal  2001 and  fiscal  2000,
     respectively.  The  decreased  expense  relates  primarily to the decreased
     level of pre-tax  income and by a decrease in the effective tax rate due to
     the implementation of the tax planning strategy.
<PAGE>

RESULTS OF OPERATIONS - SIX MONTHS ENDED SEPTEMBER 30, 2000, AND 1999:
---------------------

     Net income for the six months ended September 30, 2000, and 1999,  amounted
     to $1.6  million or $0.93 per diluted  share and $1.5  million or $0.78 per
     diluted share, respectively.

     Interest  income from the Company's loan  portfolio  increased $2.2 million
     for the six months ended  September  30, 2000.  This increase was primarily
     the result of a $48.6  million  increase  in the  average  loan  balance in
     addition to a 25 basis  point  increase  in average  rates  earned on these
     loans.

     Income from the Company's  investment  portfolio  (which includes income on
     short term investments, investment securities,  mortgage-backed securities,
     FHLB stock and The  Co-operative  Central Bank Reserve  Fund)  increased by
     $241,000  during the six months ended  September  30, 2000 when compared to
     the same fiscal 2000  period.  The yield on these  assets  increased by 103
     basis points while the average balance decreased by $4.1 million during the
     six months ended September 30, 2000.

     Average earning assets  increased by $44.5 million while the rate earned on
     these assets increased 44 basis points to 7.42% during the six months ended
     September 30, 2000 when compared to the same period of fiscal 2000.

     The Company's cost of deposits  increased by $331,000 during the six months
     ended September 30, 2000 when compared to the same fiscal 2000 period.  The
     rate paid on deposits  increased  10 basis points from 3.51% during the six
     months  ended  September  30,  1999 to 3.61%  during the six  months  ended
     September 30, 2000. The average  balance of these deposits  increased $11.1
     million to $266.8  million  during the six months ended  September 30, 2000
     from $255.7 million during the fiscal 2000 six month period.

     The average  balance of borrowed funds increased by $43.1 million to $107.0
     million  in the six months  ended  September  30,  2000  compared  to $63.9
     million in the same period in fiscal 2000. These advances were used to fund
     loan growth.  The rate paid on  borrowings  increased by 96 basis points in
     the fiscal 2001  quarter to 6.11% from 5.15% in the same six months  period
     in fiscal  2000.  The  combined  effect  of these  changes  resulted  in an
     increase of $1.7 million in interest  expense on borrowings to $3.3 million
     in the six months ended September 30, 2000 compared to $1.6 million for the
     six months ended September 30, 1999.

     The average balance of total  interest-bearing  liabilities increased $54.2
     million  while the rates paid on these  liabilities  increased  by 49 basis
     points during the six months ended  September 30, 2000 when compared to the
     same period one year ago.

     These  developments  resulted in a $2.4  million  increase in interest  and
     dividend  income and an increase of $2.0 million in interest  expense.  The
     combination  resulted in a $493,000  increase in net  interest and dividend
     income from the six months ended  September  30, 1999 to the same period in
     fiscal 2001.

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


<PAGE>


     Non-interest  income  decreased  by  $246,000 to $692,000 in the six months
     ended  September  30, 2000 from $938,000 in the same period in fiscal 2000.
     The  Company  recorded  $376,000  and  $612,000  in net gains from sales of
     investment  securities  during the six months ended  September 30, 2000 and
     1999,  respectively.  This $236,000  decrease in net gains from the sale of
     investment   securities   is  the  primary   reason  for  the  decrease  in
     non-interest income between the two periods.

     Operating expenses increased $515,000 in the six months ended September 30,
     2000 compared to the same period of fiscal 2000. This increase is primarily
     attributable to an increase of $221,000 in salaries and employee  benefits,
     an increase of $101,000 in professional fees due to the implementation of a
     tax  planning  strategy  during  fiscal 2000 and an increase of $186,000 in
     advertising  due  to a  marketing  effort  to  promote  deposit  and  other
     products.

     The provision  for Federal and state income taxes  amounted to $933,000 and
     $1,098,000  during  the six  months  ended  September  30,  2000 and  1999,
     respectively.  The  decreased  expense  relates  primarily to the decreased
     level of pre-tax  income and by a decrease in the effective tax rate due to
     the implementation of the tax planning strategy.


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 8.87% on September  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.


<PAGE>



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



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

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

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

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


<PAGE>



                           PART II. OTHER INFORMATION



         Item 1.     Legal Proceedings
                           None

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

         Item 3.     Defaults upon Senior Securities
                           Not Applicable

         Item 4.     Submission of Matters to a Vote of Security Holders
                           None

         Item 5.     Other Information
                           None

         Item 6.     Exhibits and Reports on Form 8-K
                           (a)      Exhibits
                                    Exhibit 27, FDS, Financial Data Schedule

                           (b)      Reports on Form 8-K
                                    During the quarter ended September 30, 2000,
                                    the Registrant did not file a Current Report
                                    on Form 8-K.


<PAGE>



                      CENTRAL BANCORP, INC. AND SUBSIDIARY

                                   Signatures

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


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






 11/10/00                              S/ John D. Doherty
---------                              ------------------
   Date                                John D. Doherty
                                       President and Chief Executive Officer





 11/10/00                              S/ Paul S. Feeley
---------                              -----------------
   Date                                Paul S. Feeley
                                       Senior Vice President, Treasurer
                                       and Chief Financial Officer