U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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, 2003
                              ------------------

                         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, MASSACHUSETTS 02144
              ----------------------------------------------------
                    (Address of Principal Executive Offices)

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the  preceding  12 months (or such  shorter  period  that the Company was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes  X  No
                                       ---    ---

        Common Stock, $1.00 par value                  1,664,957
        -----------------------------       --------------------------------
                   Class                    Outstanding at November 13, 2003


<PAGE>
                              CENTRAL BANCORP, INC.

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION                                       PAGE NO.
                                                                     --------
         Item 1.  Financial Statements (Unaudited)

                  Consolidated Statements of Financial Condition
                   at September 30, 2003 and March 31, 2003              1

                  Consolidated Statements of Income for the three
                   and six months ended September 30, 2003 and 2002      2

                  Consolidated Statements of Changes in Stockholders'
                   Equity for the six months ended September 30,
                   2003 and 2002                                         3

                  Consolidated Statements of Cash Flows for the
                   six months ended September 30, 2003 and 2002          4

                  Notes to Unaudited Consolidated Financial Statements   5

         Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                  10

                  Liquidity and Capital Resources                       13

         Item 3.  Quantitative and Qualitative Disclosures about
                   Market Risk                                          14

         Item 4.  Controls and Procedures                               15

PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings                                     16

         Item 2.  Changes in Securities and Use of Proceeds             16

         Item 3.  Defaults upon Senior Securities                       16

         Item 4.  Submission of Matters to a Vote of Security Holders   16

         Item 5.  Other Information                                     16

         Item 6.  Exhibits and Reports on Form 8-K                      16

SIGNATURES AND CERTIFICATIONS



<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1. Financial Statements
                      CENTRAL BANCORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                  September 30,              March 31,
 (Dollars in Thousands)                                                                  2003                  2003
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                     <C>
ASSETS
Cash and due from banks                                                           $     5,525           $     5,996
Short-term investments                                                                 46,753                 5,226
                                                                                  -----------           -----------
     Cash and cash equivalents                                                         52,278                11,222
                                                                                  -----------           -----------

Investment securities available for sale (amortized cost of $55,106
     at September 30, 2003 and $59,500 at March 31, 2003)                              58,278                61,111
Stock in Federal Home Loan Bank of Boston, at cost                                      8,300                 8,300
The Co-operative Central Bank Reserve Fund                                              1,576                 1,576
                                                                                  -----------           -----------
    Total investments                                                                  68,154                70,987
                                                                                  -----------           -----------
Loans held for sale                                                                     4,152                   647

Loans (Note 2)                                                                        349,974               389,817
Less allowance for loan losses                                                          3,389                 3,284
                                                                                  -----------           -----------
     Net loans                                                                        346,585               386,533
                                                                                  -----------           -----------
Accrued interest receivable                                                             2,043                 2,380
Banking premises and equipment, net                                                     2,011                 1,869
Deferred tax asset, net                                                                   214                   719
Goodwill, net (Note 1)                                                                  2,232                 2,232
Other assets                                                                              713                   619
                                                                                  -----------           -----------
    Total assets                                                                  $   478,382           $   477,208
                                                                                  ===========           ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits (Note 3)                                                               $   284,515           $   287,959
  Federal Home Loan Bank advances                                                     144,400               144,400
  Short-term borrowings                                                                    27                   176
  Advance payments by borrowers for taxes and insurance                                 1,073                   999
  Accrued expenses and other liabilities                                                5,831                 4,231
                                                                                  -----------           -----------
    Total liabilities                                                                 435,846               437,765
                                                                                  -----------           -----------
Commitments and Contingencies (Note 5)
Stockholders' equity (Note 6):
  Preferred stock $1.00 par value; authorized 5,000,000 shares;
    none issued or outstanding                                                             --                    --
    Common stock $1.00 par value; authorized 15,000,000 shares;
    2,028,427 shares issued at September 30, 2003 and
    2,027,727 shares issued at March 31, 2003                                           2,028                 2,028
  Additional paid-in capital                                                           12,816                12,751
  Retained income                                                                      36,408                34,601
  Treasury stock (365,294 shares at September 30, 2003 and
      at March 31, 2003), at cost                                                      (7,266)               (7,249)
  Accumulated other comprehensive income (loss) (Note 4)                                2,060                 1,002
  Unearned compensation - ESOP                                                         (3,510)               (3,690)
                                                                                  -----------           -----------
    Total stockholders' equity                                                         42,536                39,443
                                                                                  -----------           -----------
    Total liabilities and stockholders' equity                                    $   478,382           $   477,208
                                                                                  ===========           ===========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       1
<PAGE>
                      CENTRAL BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   Three Months Ended                 Six Months Ended
                                                                       September 30,                     September 30,
                                                             -------------------------------    ------------------------------
                                                                 2003              2002             2003              2002
                                                                ------            ------           ------            ------
<S>                                                             <C>                <C>             <C>                 <C>
Interest and dividend income:
  Mortgage loans                                              $    5,793      $    6,088         $  11,814         $ 12,292
  Other loans                                                        104             147               248              293
  Short-term investments                                              75              68                93               95
  Investments                                                        844           1,147             1,684            2,328
                                                              ----------       ---------         ---------         --------
    Total interest and dividend income                             6,816           7,450            13,839           15,008
                                                              ----------       ---------         ---------         --------
Interest expense:
  Deposits                                                         1,100           1,486             2,257            2,981
  Advances from Federal Home Loan Bank of Boston                   1,775           1,848             3,531            3,631
  Short-term borrowings                                               --              --                 1               --
                                                              ----------       ---------         ---------         --------
    Total interest expense                                         2,875           3,334             5,789            6,612
                                                              ----------       ---------         ---------         --------

    Net interest and dividend income                               3,941           4,116             8,050            8,396
Provision for loan losses                                             50              --               100               --
                                                              ----------       ---------         ---------         --------
    Net interest and dividend income after
      provision for loan losses                                    3,891           4,116             7,950            8,396
                                                              ----------       ---------         ---------         --------
Non-interest income:
  Deposit service charges                                            157             133               318              262
  Net losses from sales and write-downs
      of investment securities                                      (130)           (221)             (135)            (210)
  Gain on sales of loans                                              68               1               209                1
  Other income                                                        68             145               185              228
                                                              ----------       ---------         ---------         --------
    Total non-interest income                                        163              58               577              281
                                                              ----------       ---------         ---------         --------
Non-interest expenses:
  Salaries and employee benefits                                   1,723           1,653             3,523            3,291
  Occupancy and equipment                                            270             288               540              569
  Data processing service fees                                       265             255               546              546
  Professional fees (Note 5)                                        (117)            454                13              703
  Advertising                                                        126             115               247              182
  Other expenses                                                     489             367               890              732
                                                              ----------       ---------         ---------         --------
    Total non-interest expenses                                    2,756           3,132             5,759            6,023
                                                              ----------       ---------         ---------         --------

    Income before income taxes                                     1,298           1,042             2,768            2,654
Provision for income taxes (Note 5)                                  468             374               650              959
                                                              ----------       ---------         ---------         --------
      Net income                                              $      830       $     668         $   2,118         $  1,695
                                                              ==========       =========         =========         ========

Earnings per common share - basic                             $     0.54       $    0.42         $    1.37         $   1.06
                                                              ==========       =========         =========         ========

Earnings per common share - diluted                           $     0.53       $    0.42         $    1.36         $   1.05
                                                              ==========       =========         =========         ========
Weighted average common shares outstanding - basic                 1,549           1,585             1,547            1,592

Weighted average common and equivalent shares
   outstanding - diluted                                           1,563           1,600             1,561            1,609
</TABLE>

See accompanying notes to unaudited consolidated financial statements.



                                       2
<PAGE>
<TABLE>
<CAPTION>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
                                                                                           Accumulated
                                                         Additional                           Other        Unearned      Total
                                               Common     Paid-In    Retained   Treasury  Comprehensive  Compensation Stockholders'
                    (In Thousands)              Stock     Capital     Income     Stock    Income (Loss)      ESOP       Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>        <C>       <C>         <C>              <C>        <C>
Six Months Ended September 30, 2003
-----------------------------------

     Balance at March 31, 2003                $   2,028  $  12,751   $  34,601   $ (7,249)    $   1,002   $ (3,690)  $ 39,443

     Net Income                                      --         --       2,118         --            --         --      2,118
     Other comprehensive income net of tax:
         Unrealized gain on securities, net
           of reclassification adjustment            --         --          --         --         1,058         --      1,058
                                                                                                                     --------
            Comprehensive income                                                                                        3,176
                                                                                                                     --------
     Proceeds from exercise of stock options         --         13          --         --            --         --         13
     Tax benefit of stock options                    --          4          --         --            --         --          4
     Director deferred compensation
         transactions                                --         52          --        (48)           --         --          4
     Dividends paid ($0.24 per share)                --         --        (311)        --            --         --       (311)
     Amortization of unearned compensation -
         ESOP                                        --         17          --         --            --        180        197
     Other Equity Transactions                       --        (21)         --         31            --         --         10
                                              ---------  ---------  ----------   --------     ---------   --------   --------

     Balance at September 30, 2003            $   2,028  $  12,816  $   36,408   $ (7,266)    $   2,060   $ (3,510)  $ 42,536
                                              =========  =========  ==========   ========     =========   ========   ========
Six Months Ended September 30, 2002
-----------------------------------

     Balance at March 31, 2002                $   2,000  $  11,934  $   33,141   $ (7,189)    $    (626)      (306)  $ 38,954

     Net Income                                      --         --       1,695         --            --         --      1,695
     Other comprehensive income net of tax:
         Unrealized gain on securities, net
           of reclassification adjustment            --         --          --         --           518         --        518
                                                                                                                     --------
            Comprehensive income                                                                                        2,213
                                                                                                                     --------
     Proceeds from exercise of stock options         25        449          --         --            --         --        474
     Tax benefit of stock options                    --         55          --         --            --         --         55
     Purchase of shares by ESOP                      --         --          --         --            --     (2,123)    (2,123)
     Director deferred compensation
         transactions                                --          9          --        (15)           --         --         (6)
     Dividends paid ($0.20 per share)                --         --        (330)        --            --         --       (330)
     Amortization of unearned compensation -
         ESOP                                        --        126          --         --            --         56        182
                                              ---------  ---------  ----------   --------     ---------   --------   --------

     Balance at September 30, 2002            $   2,025  $  12,573  $   34,506   $ (7,204)    $    (108)  $ (2,373)  $ 39,419
                                              =========  =========  ==========   ========     =========   ========   ========

</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       3
<PAGE>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                Six Months Ended
                                                                                  September 30,
                                                                           --------------------------
                           (In thousands)                                  2003                 2002
------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                    <C>
Cash flows from operating activities:

Net income                                                             $     2,118           $     1,695
   Adjustments to reconcile net income to net cash provided
      by operating activities
         Depreciation and amortization                                         154                   157
         Amortization of premiums                                               97                   115
         Provision for loan losses                                             100                    --
         Stock-based compensation                                              127                   182
         Net losses from sales and write-downs of
             investment securities                                             135                   210
         Gain on sale of loans                                                (209)                   --
         Originations of loans held for sale                               (25,147)                   --
         Proceeds from sales of loans originated for sale                   21,851                    --
(Increase) decrease in accrued interest receivable                             337                   (96)
Increase in other assets                                                       (94)                 (276)
Increase (decrease) in advance payments by borrowers for
  taxes and insurance                                                           74                   (82)
Increase (decrease) in accrued expenses and other liabilities, net          (1,313)                 (467)
                                                                       -----------            ----------
     Net cash provided by (used in) operating activities                    (1,770)                1,438
                                                                       -----------            ----------

Cash flows from investing activities:

Net decrease in loans                                                       39,843                 1,866
Principal payments on mortgage-backed securities                             2,684                 3,142
Purchase of investment securities                                           (3,000)               (5,183)
Maturities and calls of investment securities                                4,000                 2,000
Proceeds from sales of investment securities                                   482                 4,096
Increase in due to broker                                                    3,000                    --
Purchase of banking premises and equipment                                    (296)                 (186)
                                                                       -----------            ----------
     Net cash provided by investing activities                              46,713                 5,735
                                                                       -----------            ----------

Cash flows from financing activities:

Increase (decrease) in deposits                                             (3,444)               14,541
Proceeds from advances from FHLB of Boston                                      --                24,000
Repayments on advances from FHLB of Boston                                      --               (36,300)
Proceeds from exercise of stock options                                         13                   474
Decrease in short-term borrowings                                             (149)                   --
Purchase of shares by ESOP                                                      --                (2,123)
Dividends paid, net                                                           (311)                 (330)
Net directors deferred compensation                                              4                    (6)
                                                                       -----------            ----------
     Net cash provided by (used in) financing activities                    (3,887)                  256
                                                                       -----------            ----------

Net increase in cash and cash equivalents                                   41,056                 7,429
Cash and cash equivalents at beginning of period                            11,222                 7,564
                                                                       -----------            ----------
Cash and cash equivalents at end of period                             $    52,278           $    14,993
                                                                       ===========            ==========

Supplemental disclosure of cash flow information:
     Cash paid during the period for:
       Interest                                                        $     5,762           $     6,612
       Income taxes                                                    $     1,146           $     1,820
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                        4
<PAGE>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003

(1)      BASIS OF PRESENTATION

     The unaudited  consolidated  financial statements of Central Bancorp,  Inc.
and its wholly-owned subsidiary Central Co-operative Bank (collectively referred
to as "the Company")  presented  herein should be read in  conjunction  with the
consolidated  financial  statements  of the Company as of and for the year ended
March 31, 2003,  included in the Company's Annual Report on Form 10-K filed with
the  Securities  and  Exchange  Commission.  In the opinion of  management,  the
accompanying   unaudited   consolidated   financial   statements   reflect   all
adjustments,  consisting of normal recurring  adjustments,  necessary for a fair
presentation.  Interim results are not  necessarily  indicative of results to be
expected for the entire year.

     The Company's  significant  accounting  policies are described in Note 1 of
the Notes to Consolidated Financial Statements included in its Form 10-K for the
year ended March 31, 2003. For interim reporting  purposes,  the Company follows
the same significant accounting policies.

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

(2)      LOANS

     Loans as of September 30, 2003 and March 31, 2003 are summarized  below (in
thousands):
<TABLE>
<CAPTION>

                                                              September 30,               March 31,
                                                                   2003                       2003
                                                              -------------             ---------------
       <S>                                                        <C>                          <C>
       Real estate loans:
          Residential real estate                             $   181,170               $   236,649
          Commercial real estate                                  125,434                   107,140
          Construction                                             28,545                    30,294
          Second mortgage and home equity lines of credit           9,636                     9,128
                                                              -----------               -----------
               Total real estate loans                            344,785                   383,211
       Commercial loans                                             4,152                     5,319
       Consumer loans                                               1,037                     1,287
                                                              -----------               -----------
                Total loans                                       349,974                   389,817
        Less:  allowance for loan losses                           (3,389)                   (3,284)
                                                              -----------               -----------
                Total loans, net                              $   346,585               $   386,533
                                                              ===========               ===========
</TABLE>

    There were no non-accrual loans at September 30, 2003 and March 31, 2003.

                                       5
<PAGE>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2003


(3)      DEPOSITS

     Deposits at September 30, 2003 and March 31, 2003 are summarized as follows
(in thousands):
<TABLE>
<CAPTION>


                                                              September 30,              March 31,
                                                                   2003                     2003
                                                              -------------             ------------
<S>                                                                <C>                      <C>
Demand deposit accounts                                       $    32,263               $    31,523
NOW accounts                                                       34,957                    38,047
Passbook and other savings accounts                                73,276                    71,629
Money market deposit accounts                                      42,357                    42,687
                                                              -----------               -----------
         Total non certificate accounts                           182,853                   183,886
                                                              -----------               -----------
Term deposit certificates
      Certificates of $100 and above                               26,207                    26,259
      Certificates less than $100                                  75,455                    77,814
                                                              -----------               -----------
         Total term deposit certificates                          101,662                   104,073
                                                              -----------               -----------
         Total deposits                                       $   284,515               $   287,959
                                                              ===========               ===========
</TABLE>

(4)      REPORTING COMPREHENSIVE INCOME

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

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

                                                                     For the Six Months Ended
                                                                         September 30, 2003
                                                              -------------------------------------
                                                              Before-
                                                               Tax         Tax(Benefit)  After-Tax
                                                              Amount          Expense     Amount
                                                              -------      ------------  ---------
<S>                                                             <C>            <C>          <C>
Unrealized gains on securities:
  Unrealized holding gains arising during period              $ 1,427      $   458        $   969
   Less: reclassification adjustment for net
            losses included in net income                         135           46             89
                                                              -------      -------        -------
   Other comprehensive income                                 $ 1,562      $   504        $ 1,058
                                                              =======      =======        =======
</TABLE>


                                       6
<PAGE>
                      CENTRAL BANCORP, INC. AND SUBSIDIARY
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2003

(4)      REPORTING COMPREHENSIVE INCOME (CONTINUED)
<TABLE>
<CAPTION>


                                                                    For the Six Months Ended
                                                                        September 30, 2002
                                                              ------------------------------------
                                                              Before-
                                                                Tax       Tax(Benefit)  After-Tax
                                                              Amount          Expense     Amount
                                                              -------     ------------  ---------
<S>                                                             <C>           <C>          <C>
Unrealized gains on securities:
  Unrealized net holding gains arising during period          $   608      $   229        $   379
   Less: reclassification adjustment for net
            losses included in net income                         210           71            139
                                                              -------      -------        -------
   Other comprehensive income                                 $   818      $   300        $   518
                                                              =======      =======        =======
</TABLE>


(5)      CONTINGENCIES

Legal Proceedings

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

     Central Co-operative Bank (the Bank) has been named as defendant in a civil
suit filed March 28, 2002 in  Middlesex  Superior  Court under the caption Yi v.
Central  Bank in which it is alleged,  inter alia,  that the Bank  committed  an
unfair or  deceptive  trade  practice  by  failing  to pay  surplus  foreclosure
proceeds to a junior lien holder in 1994.  Plaintiff  seeks  damages of $165,000
plus interest of  approximately  $175,000 and has applied for a multiple  damage
award under Chapter 93A of the Massachusetts  General Laws which provides for up
to treble damages if a violation is found to be willful or knowing.  The parties
have  reached a  preliminary  settlement,  which is expected to be  finalized by
December 31, 2003. As of September 30, 2003,  the Company had fully reserved for
its costs under the preliminary settlement.

     The  Company and certain  present  and former  directors  had been named in
related  federal  and  state  court  lawsuits  brought  by PL  Capital,  LLC and
affiliates  ("PL  Capital")  and also by  Lawrence  B.  Seidman  and  affiliates
("Seidman"),  respectively, current and former stockholders, in which PL Capital
and Seidman had  challenged  the  directors'  determination  that PL Capital and
Seidman  secretly  acted in concert in  violation of the  Company's  Shareholder
Rights  Agreement  ("Rights  Plan").  On August 4,  2003,  the  Company  and the
directors,  former  directors and  affiliated  entities that were parties to the
litigation entered into an Agreement (the "Agreement") with PL Capital,  LLC and
its affiliated  persons and entities,  pursuant to which all the parties settled
all of the pending litigation between them and filed with the appropriate courts
the  filings  necessary  for  the  litigation  to be  dismissed.  As part of the
Agreement, a payment of $400,000, which was reimbursed by insurance, was made to
PL Capital.

     The  Company has been  working  with its  insurance  carrier to recover its
legal defense  costs,  including the  settlement  payment noted in the preceding
paragraph, incurred in connection with the PL Capital and Seidman litigation. In
connection therewith,  the Company recognized insurance recoveries of $1,134,000
and $3,013,000  during the three and six month periods ended September 30, 2003,
respectively.  These recoveries have been classified with  professional  fees in
the accompanying consolidated statements of income.

                                       7
<PAGE>

                      CENTRAL BANCORP, INC. AND SUBSIDIARY
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2003

(5) CONTINGENCIES (CONTINUED)

State Income Taxes

     During 2002, the Massachusetts Department of Revenue ("DOR") issued notices
of  intent  to  assess  additional  state  excise  taxes to  numerous  financial
institutions in  Massachusetts  that have formed a real estate  investment trust
(REIT)  subsidiary.  The DOR contended that dividends received by the banks from
such subsidiaries were fully taxable in Massachusetts.

     The Governor of  Massachusetts  signed  legislation on March 5, 2003, which
expressly disallows  deductions for dividends received from a REIT, resulting in
such dividends  being subject to state taxation.  In addition,  this law applies
retroactively  to tax years ending on or after  December 31, 1999. In the fourth
quarter of fiscal 2003, the Company provided  additional state taxes,  including
interest, net of the related federal tax benefit, of $835,000.

     In June 2003, a settlement  of this matter was reached  between the DOR and
the majority of affected financial  institutions.  The settlement  provides that
50% of all dividends  received from REIT subsidiaries from 1999 through 2002 are
subject  to state  taxation.  Interest  on such  additional  taxes is also to be
assessed.  Payment of such taxes and interest totaling $431,000 was made in June
2003. As a result of this settlement, the Bank recognized a recovery of $374,000
in income  taxes,  which  increased net income by the same amount in the quarter
ended June 30, 2003.

(6)      SUBSEQUENT EVENTS

ESOP Loan

     On October 16, 2003, the Central Co-operative Bank Employee Stock Ownership
Plan Trust (the "ESOP") refinanced the loan it had from the Company with a third
party lender.  The Company received proceeds of $3,505,629,  of which $2,250,000
was contributed to the Bank's capital. The loan bears interest at the prevailing
prime rate plus 1/2% and matures in March 2012.  The loan is  collateralized  by
the ESOP's  unallocated  shares of Company  stock,  a certificate  of deposit of
$1,200,000  and a pledge of the Company's  stock in the Bank.  In addition,  the
Company guarantees repayment of the loan.

Dividend

     On October 9, 2003, the Board of Directors voted the payment of a quarterly
cash dividend of $.12 per share. The dividend is payable on November 14, 2003 to
stockholders of record on October 31, 2003.

Investment Purchases

     In October 2003,  the Company  commenced a program to invest  approximately
$40,000,000 of funds, which were invested on an overnight basis at September 30,
2003.  The  purpose  of this  program  is to  increase  the yield on the  Bank's
interest-earning  assets.   Management  intends  to  invest  these  funds  in  a
combination of callable  government agency securities having final maturities of
approximately five years and mortgage-backed securities collateralized by either
10-year fixed-rate  residential  mortgages or hybrid  adjustable-rate  mortgages
("hybrid ARMs"). The interest rate on the hybrid ARMs will initially be reset in
five  years and  annually  thereafter  subject  to  certain  limitations.  As of
November  13,  2003,   approximately  $27.9  million  in  investments  had  been
purchased.

(7)      RECENT ACCOUNTING PRONOUNCEMENT

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and  Disclosure."  SFAS No. 148 amends SFAS Statement
No. 123, to provide  alternative methods of transition for a voluntary change to
the fair value based method of accounting for stock-based employee compensation.
Companies  are able to  eliminate  a  "ramp-up"  effect  that  the SFAS No.  123
transition  rule  creates in

                                       8
<PAGE>


                  CENTRAL BANCORP, INC. AND SUBSIDIARY NOTES TO
             UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2003

(7)      RECENT ACCOUNTING PRONOUNCEMENT (CONTINUED)


the year of adoption.  Companies  can choose to elect a method that will provide
for comparability amongst years reported. In addition, this Statement amends the
disclosure requirement of Statement 123 to require prominent disclosures in both
annual  compensation and the effect of the method used on reported results.  The
amendments to SFAS No. 123 are effective  for  financial  statements  for fiscal
years ending after December 15, 2002.  The Company is not currently  considering
the adoption of fair value based compensation of stock options.


                                       9
<PAGE>

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

FORWARD-LOOKING STATEMENTS

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

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

CRITICAL ACCOUNTING POLICIES

     Accounting  policies  involving  significant  judgments and  assumptions by
management,  which have, or could have, a material  impact on the carrying value
of  certain  assets  and  impact  income,  are  considered  critical  accounting
policies. The Company considers the allowance for loan losses to be its critical
accounting  policy.  There have been no  significant  changes in the  methods or
assumptions used in the accounting  policies that require material estimates and
assumptions.

     Arriving at an appropriate  level of allowance for loan losses  necessarily
involves a high degree of judgment.  The ongoing  evaluation  process includes a
formal  analysis of the allowance  each quarter,  which  considers,  among other
factors,  the  character and size of the loan  portfolio,  business and economic
conditions,  loan  growth,  delinquency  trends,   nonperforming  loans  trends,
charge-off  experience and other asset quality  factors.  The Company  evaluates
specific loan status reports on certain  commercial  and commercial  real estate
loans  rated  "substandard"  or worse in excess of a  specified  dollar  amount.
Estimated  reserves for each of these credits is determined by reviewing current
collateral value, financial  information,  cash flow, payment history and trends
and other  relevant facts  surrounding  the  particular  credit.  Provisions for
losses on the remaining commercial and commercial real estate loans are based on
pools of similar loans using a combination  of historical  loss  experience  and
qualitative  adjustments.  For the  residential  real estate and  consumer  loan
portfolios,   the  range  of  reserves  is  calculated  by  applying  historical
charge-off and recovery  experience to the current  outstanding  balance in each
loan category.  Although management uses available  information to establish the
appropriate  level of the  allowance  for loan losses,  future  additions to the
allowance may be necessary  based on estimates that are susceptible to change as
a result of changes in  economic  conditions  and other  factors.  In  addition,
various regulatory  agencies,  as an integral part of their examination process,
periodically  review the Company's  allowance for loan losses. Such agencies may
require the Company to recognize  adjustments  to the  allowance  based on their
judgments about information available to them at the time of their examination.

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2003 AND MARCH 31, 2003

     Total assets  increased  by $1.2  million from $477.2  million at March 31,
2003 to $478.4  million at  September  30,  2003.  During  the six months  ended
September 30, 2003,  loans  (excluding  loans held for sale)  decreased by $39.8
million consisting primarily of a $55.5 million decrease in residential mortgage
loans,  partially  offset by an $18.3 million increase in commercial real estate
loans. During the first half of the current year, interest rates for residential
mortgages reached a 45-year low resulting in significant  refinancing  activity.
Management  regularly  assesses the  desirability  of holding  newly  originated
long-term,  fixed-rate  residential  mortgage loans in portfolio or selling such
loans in the  secondary  market.  A number of factors are evaluated to determine
whether or not to hold such loans in portfolio including,  current and projected
liquidity,  current and  projected  interest  rates,  projected  growth in other
interest-earning  assets  and the  current  and  projected  interest  rate



                                       10
<PAGE>

risk profile. Based on its consideration of these factors, management determined
that most fixed-rate  residential  mortgage loans  originated  during the period
should  be  sold  in  the  secondary  market.  This  decision  resulted  in  the
aforementioned  decrease  in  residential  mortgage  loans  and a $41.5  million
increase in  short-term  investments  during the six months ended  September 30,
2003.

     In October 2003,  the Company  commenced a program to invest  approximately
$40 million of funds which were invested on an overnight  basis at September 30,
2003. In connection  with this program,  the Company has purchased a combination
of  callable   government   agency   securities   having  final   maturities  in
approximately five years and mortgage-backed securities collateralized by either
10-year fixed-rate  residential  mortgages or hybrid  adjustable-rate  mortgages
(hybrid  ARMs).  The interest rate on the hybrid ARMs will initially be adjusted
in five years and  annually  thereafter  subject to certain  limitations.  As of
November  13,  2003,   approximately  $27.9  million  in  investments  had  been
purchased.

     The Company  experienced a modest  decline of $1.0 million in core deposits
in the  first  half of the year and a $2.4  million  decrease  in term  deposits
resulting in a decrease in total deposits of $3.4 million.  While deposits flows
can vary significantly on a daily basis, the Company has experienced a generally
flat level of total  deposits  during the past three  quarters  with a declining
level of term deposits. Management sets its term deposit rates to be competitive
in its market area, however,  the desirability to customers of term deposits has
been adversely affected during this period of low interest rates.

     Advances  from the Federal Home Loan Bank of Boston  (FHLB) were  unchanged
during the first half of the year.  FHLB  advances  totaling  $5.3  million  and
having a  weighted  average  rate of 3.61% are  scheduled  to mature  during the
second half of fiscal 2004.

     The increase in  stockholders'  equity of $3.1 million to $42.5  million at
September 30, 2003 resulted  primarily from net income of $2.1 million and other
comprehensive income of $1.1 million.

COMPARISON OF OPERATING  RESULTS FOR THE QUARTERS  ENDED  SEPTEMBER 30, 2003 AND
2002

     Net income  increased  to  $830,000,  or $0.53 per diluted  share,  for the
quarter ended September 30, 2003, from $668,000,  or $0.42 per diluted share for
the  corresponding  quarter in the prior  year.  The current  quarter's  results
reflect an  insurance  recovery of $214,000,  net of the related  legal fees and
taxes, attributable to the dispute with certain shareholders,  which was settled
during the quarter.  In addition,  during the quarter ended  September 30, 2002,
the Company incurred substantial costs in connection with the contested election
of directors, which reduced net income by approximately $190,000.

     Earnings  during  the  quarter  ended  September  30,  2003 were  adversely
affected by a decrease in net interest  income of  $175,000,  as compared to the
same  quarter in the prior year.  The  gradual  reduction  in interest  rates in
recent years had a greater  relative  impact on the  Company's  yield on earning
assets  in the  current  quarter  than  on the  cost  of  funds  due to  limited
opportunity  to reduce deposit rates as well as the fixed cost of FHLB advances.
As  previously  noted,  the  Company  sold  most of its  current  production  of
fixed-rate  residential  mortgages due to the  historically low rates prevailing
during the period and invested the related proceeds on an overnight basis. These
factors lead to a reduction in the net interest margin from 3.56% in the quarter
ended September 30, 2002, to 3.39% in the current quarter.

     Interest  Income.  Interest income for the quarter ended September 30, 2003
was $6.8 million, a decrease of $634,000,  or 8.5%, compared to the same quarter
in the prior year.  This decrease was due primarily to a decline in the yield on
interest-earning  assets  from 6.45% in the second  quarter of the prior year to
5.88% in the current quarter.  Average interest-earning assets increased by $3.0
million to $465.0  million  during the  quarter  ended  September  30, 2003 from
$462.0 million for the quarter ended September 30, 2002.

     Interest Expense. Interest expense for the quarter ended September 30, 2003
was $2.9 million  compared to $3.3 million for the quarter  ended  September 30,
2002, a decrease of $459,000,  or 13.8%.  This decrease resulted from a 45 basis
points  decrease in the cost of funds from 3.33% in the quarter ended  September
30,  2002  to  2.88%



                                       11
<PAGE>

in the quarter ended September 30, 2003.  Average  interest-bearing  liabilities
decreased $1.2 million between periods.

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

     During the current  quarter,  the Company provided $50,000 for loan losses.
While the Company's asset quality, as measured principally by delinquency rates,
charge-offs and loan classifications,  continues to be outstanding, the shifting
of the mix of the loan portfolio to a greater  portion of commercial real estate
loans  indicated  the need for an increase in the reserve for loan losses in the
current quarter.  No provision was recorded in the corresponding  quarter of the
prior year.

Non-interest Income. Exclusive of securities  transactions,  non-interest income
was $293,000 for the quarter  ended  September  30, 2003 compared to $279,000 in
the same period of 2002.  The primary  reason for the current year  increase was
gains on the  sale of  loans  as the  Company  commenced  its  mortgage  banking
activities in the second half of fiscal 2003.

     Net  losses  from  sales and  write-downs  of  investment  securities  were
$130,000 for the quarter  ended  September  30, 2003 compared to $221,000 in the
prior year period. The Company recorded  write-downs of $130,000 and $220,000 in
certain equity  securities  which had experienced a decline in fair value judged
to be other than  temporary  during the quarters  ended  September  30, 2003 and
2002, respectively.

Non-interest  Expenses.  Non-interest  expenses  decreased  $376,000  during the
quarter  ended  September  30,  2003,  as compared to the same  quarter in 2002.
Exclusive  of the  impact of  litigation  and  legal  fees,  net of the  related
insurance  recovery,  non-interest  expenses  decreased  $56,000,  or 1.8%,  due
principally   to  additional   costs  of   approximately   $275,000   (primarily
professional  fees)  incurred  in  connection  with the  contested  election  of
directors at the 2002 Annual  Meeting of  Stockholders,  partially  offset by an
increase  in salaries  and  employee  benefits  of  $70,000,  and an increase in
directors fees of $59,000.

     The increase in salaries and employee benefits of $70,000,  or 4.2%, during
the quarter  ended  September  30,  2003,  was due to overall  salary  increases
averaging  4.0% and  increases  in  staffing  to support  higher  mortgage  loan
originations, partially offset by a reduction in incentive compensation.

Income Taxes.  The effective tax rates for the quarters ended September 30, 2003
and 2002 were 36.1% and 35.9%, respectively. These rates vary from the statutory
income tax rate for banks of  approximately  40.9% due to the  Company's  use of
both a securities  corporation  and a REIT subsidiary (in fiscal 2003) for state
tax purposes.

COMPARISON OF OPERATING  RESULTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2003 AND
2002

     For the six months ended September 30, 2003, net income  increased 25.0% to
$2.1 million, or $1.36 per diluted share, compared to $1.7 million, or $1.05 per
diluted share, in the year earlier period.  Exclusive of the favorable impact of
$374,000,   after-taxes,   resulting   from  the  settlement  of  the  Company's
REIT-related tax liability with the Massachusetts  Department of Revenue and the
favorable impact of a net insurance recovery associated with certain shareholder
litigation,  which  increased  net income by  $276,000  in the first half of the
current year, net income declined  $227,000 compared to the year earlier period.
This change was largely the result of a $346,000 decrease in net interest income
between periods attributable to the factors previously disclosed herein.

Interest Income. Interest income for the six months ended September 30, 2003 was
$13.8 million, or $1.2 million less than the amount earned in the same period in
the prior year due to a decrease  in the yield on  interest-earning  assets from
6.54% in the first six months of the prior  year to 5.97% in the same  period of
the current year. Average



                                       12
<PAGE>

interest-earning  assets  increased by $4.7 million,  or 1.0%, to $464.0 million
during the six months ended  September 30, 2003, from $459.3 million for the six
months ended September 30, 2002.

Interest  Expense.  Interest expense for the six months ended September 30, 2003
was $5.8 million compared to $6.6 million for the six months ended September 30,
2002, a decrease of $823,000,  or 12.4%.  This decrease resulted from a 41 basis
points  decrease  in the  cost of  funds  from  3.31%  in the six  months  ended
September 30, 2002 to 2.90% in the six months ended September 30, 2003.  Average
interest-bearing liabilities were essentially unchanged between the periods.

     The decrease in the cost of funds during the first half of the current year
was entirely  due to a reduction  in the cost of deposits  from 2.46% during the
prior year period to 1.76% during the six months ended  September 30, 2003.  The
cost of FHLB advances, the Company's other primary  interest-bearing  liability,
increased  during the first half of the current  year to 4.87% from 4.60% in the
comparable  prior year period.  As FHLB  advances  can not be prepaid  without a
substantial  penalty,  these  longer-term,  fixed-rate  borrowings  have  been a
significant  factor in the  compression  of the  Company's  net interest  margin
during the most recent period of declining rates.

Provision  for Loan  Losses.  During the first  half of the  current  year,  the
Company provided $100,000 for loan losses. While the Company's asset quality, as
measured principally by delinquency rates, charge-offs and loan classifications,
continues to be outstanding,  the shifting of the mix of the loan portfolio to a
greater  portion of  commercial  real  estate  loans  indicated  the need for an
increase in the reserve for loan losses in the current quarter. No provision was
recorded in the corresponding period of the prior year.

Non-interest Income. Exclusive of securities  transactions,  non-interest income
was $712,000 for the six months ended September 30, 2003 compared to $491,000 in
the prior year  period.  The  primary  reason for the  $221,000  increase in the
current  year  was  gains on the sale of  loans  as the  Company  commenced  its
mortgage banking activities in the second half of fiscal 2003.

     Net  losses  from  sales and  write-downs  of  investment  securities  were
$135,000 for the six months ended September 30, 2003 compared to $210,000 in the
comparable prior year period. During the six months ended September 30, 2003 and
2002, the Company recorded  write-downs of $130,000 and $440,000,  respectively,
in  certain  equity  securities  which had  experienced  a decline in fair value
judged to be other than temporary.

Non-interest  Expenses.  Non-interest expenses decreased $264,000 during the six
months ended September 30, 2003, as compared to the corresponding  period in the
prior year.  Exclusive of the impact of  litigation  and legal fees,  net of the
related insurance recovery,  non-interest  expenses increased $150,000, or 2.5%,
due  principally  to increases  in salaries  and employee  benefits of $232,000,
increased  advertising  costs of $65,000 and an increase  in  directors  fees of
$73,000.  These increases were partially  offset by the additional  professional
fees incurred in connection with the contested election of directors at the 2002
Annual Meeting of Stockholders.

     The increase in salaries and employee benefits of $232,000, or 7.0%, during
the six months ended  September 30, 2003,  was due to overall  salary  increases
averaging   4.0%,   increases  in  staffing  to  support  higher  mortgage  loan
originations,  as well as increases  in health  insurance  and pension  expense.
These increases were partially offset by a reduction in incentive compensation.

Income Taxes.  The  effective  tax rates for the six months ended  September 30,
2003 and 2002 were 23.5% and  36.1%,  respectively.  As  previously  noted,  the
Company recovered $374,000 in taxes during the first half of the current year as
a  result  of the  settlement  of the REIT tax  dispute  with the  Massachusetts
Department  of Revenue.  Exclusive of this item,  the effective tax rate for the
six months ended September 30, 2003 was 37.0%. This increase from the prior year
is  entirely  due to the  change  in state  tax law  eliminating  the use of the
dividends  received  deduction  on  dividends  received  by a bank from its REIT
subsidiary.  The Company's  effective tax rate is expected to be slightly higher
throughout  the  current  year as  compared  to fiscal  2003 as a result of this
change in state tax law.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  principal sources of liquidity are loan  amortization,  loan
prepayments,  increases  in deposits,  advances  from the Federal Home Loan Bank
(FHLB) of Boston and funds from  operations.  The Bank is a



                                       13
<PAGE>

voluntary  member of the FHLB of Boston and as such is  entitled to borrow up to
the value of its  qualified  collateral  that has not been  pledged  to  others.
Qualified  collateral generally consists of residential first mortgage loans, U.
S.  Government  and  agencies  securities  and funds on  deposit  at the FHLB of
Boston.  At September  30, 2003,  the Bank had  approximately  $12.6  million in
unused borrowing capacity at the FHLB of Boston.

     During the quarter  ended  September  30,  2003,  the Company  formed a new
securities corporation subsidiary. This new entity was formed to own only assets
that are qualified for collateral  purposes by the FHLB and is being utilized in
connection with the $40 million reinvestment program disclosed elsewhere herein.
The  Company  is  working  with the FHLB to  properly  pledge  these  assets  as
collateral in order to enhance its liquidity position.

     At September  30, 2003,  the Company had  commitments  to originate  loans,
unused  outstanding  lines of credit and undisbursed  proceeds of loans totaling
$51.6  million.  Since many of the  commitments  may expire  without being drawn
upon, the total  commitment  amounts do not  necessarily  represent  future cash
requirements.  The  Company  anticipates  that it  will  have  sufficient  funds
available to meet its current loan commitments.

     The Company's and the Bank's  capital  ratios at September 30, 2003 were as
follows:
<TABLE>
<CAPTION>

                                                                       Company          Bank
                                                                       -------          -----
<S>                                                                      <C>             <C>
                  Total Capital (to risk-weighted assets)                12.95%         11.75%

                  Tier 1 Capital (to risk-weighted assets)               11.90          10.70

                  Tier 1 Capital (to average assets)                      8.06           7.24
</TABLE>

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


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company's  earnings are largely  dependent on its net interest  income,
which is the  difference  between the yield on  interest-earning  assets and the
cost of interest-bearing  liabilities.  The Company seeks to reduce its exposure
to changes in interest  rate,  or market risk,  through  active  monitoring  and
management of its interest-rate  risk exposure.  The policies and procedures for
managing both on- and off-balance sheet activities are established by the Bank's
asset/liability  management  committee ("ALCO").  The Board of Directors reviews
and approves the ALCO policy  annually and  monitors  related  activities  on an
ongoing basis.

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

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

     The  Company   quantifies   its   interest-rate   risk  exposure   using  a
sophisticated  simulation  model.  Simulation  analysis  is used to measure  the
exposure of net  interest  income to changes in  interest  rates over a specific
time horizon. Simulation analysis involves projecting future interest income and
expense under various rate scenarios. The simulation is based on both actual and
forecasted cash flows and assumptions of management  about the future changes in
interest  rates and levels of activity  (loan  originations,  loan  prepayments,
deposit flows,  etc). The assumptions are inherently  uncertain and,  therefore,
actual results will differ from simulated  results due to timing,  magnitude and
frequency of interest rate changes as well as changes in market  conditions  and
strategies.  The net interest income projection resulting from use of actual and
forecasted cash flows and  management's  assumptions



                                       14
<PAGE>

is compared to net interest  income  projections  based on an immediate shift of
300 basis points upward and 50/100 basis points downward. Internal guidelines on
interest  rate risk state  that for every 100 basis  points  immediate  shift in
interest rates, estimated net interest income over the next twelve months should
decline by no more than 5%.

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

                                                                September 30,              March 31,
                                                                     2003                     2003
                                                                -------------              ---------
<S>                                                                  <C>                      <C>
                  300 basis point increase in rates.........          (3.4)%                  (7.6)%

                  50 basis point decrease in rates
                  (September 30 only).......................          (1.8)

                  100 basis point decrease in rates
                  (March 31 only)...........................                                  (2.0)
</TABLE>

     For  each  one  percentage  point  change  in net  interest  income  in the
September 2003 projections, the effect on net income would be $99,000 assuming a
37% tax rate.

ITEM  4.     CONTROLS AND PROCEDURES

     As of the end of the  period  covered  by this  report,  management  of the
Company  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of  the  Company's  principal  executive  officer  and  principal
financial officer, of the effectiveness of the Company's disclosure controls and
procedures.  Based on this evaluation, the Company's principal executive officer
and principal financial officer concluded that the Company's disclosure controls
and  procedures  are  effective  in  ensuring  that  information  required to be
disclosed  by the  Company  in  reports  that it  files  or  submits  under  the
Securities Exchange Act of 1934, as amended, is recorded, processed,  summarized
and reported,  within the time periods  specified in the Securities and Exchange
Commission's rules and forms.

     In addition,  there have been no changes in the Company's  internal control
over financial  reporting (to the extent that elements of internal  control over
financial  reporting are subsumed  within  disclosure  controls and  procedures)
identified in connection  with the evaluation  described in the above  paragraph
that occurred  during the Company's  last fiscal  quarter,  that has  materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.




                                       15
<PAGE>

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

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

     The Bank has been named as  defendant  in a civil suit filed March 28, 2002
in Middlesex  Superior Court under the caption Yi v. Central Bank in which it is
alleged,  inter  alia,  that the Bank  committed  an unfair or  deceptive  trade
practice by failing to pay surplus foreclosure  proceeds to a junior lien holder
in 1994.  Plaintiff  seeks damages of $165,000  plus  interest of  approximately
$175,000 and has applied for a multiple  damage  award under  Chapter 93A of the
Massachusetts  General  Laws  which  provides  for  up to  treble  damages  if a
violation  is found to be  willful  or  knowing.  The  parties  have  reached  a
preliminary settlement, which is expected to be finalized by December 31, 2003.

Item 2.  Changes in Securities and Use of Proceeds

         Not Applicable

Item 3.  Defaults upon Senior Securities

         Not Applicable

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

     On  September  30, 2003,  the  Registrant  convened  its Annual  Meeting of
Stockholders. The only item submitted to a vote of stockholders was the election
of three directors. Joseph R. Doherty, Richard J. Lashley and Edward F. Sweeney,
Jr. were elected  directors and the terms of office of the  following  directors
continued  after the meeting:  John D.  Doherty,  Gregory W. Boulos,  Richard J.
Fates,  Paul E. Bulman,  Albert J. Mercuri,  Jr., John J. Morrissey and James F.
Linnehan. The following is a record of the voting in the election of directors:
<TABLE>
<CAPTION>

              ELECTION OF DIRECTORS                                     FOR                       WITHHELD
                     <S>                                                <C>                         <C>
                Joseph D. Doherty                                    1,325,578                     136,777
                Richard J. Lashley                                   1,419,466                      42,889
                Edward F. Sweeney, Jr.                               1,327,169                     135,186
</TABLE>

         There were no abstentions or broker non-votes.

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits
                  --------
                  31.1  Rule 13a-14(a) Certification of Chief Executive Officer
                  31.2  Rule 13a-14(a) Certification of Chief Financial Officer
                  32    Section 1350 Certifications

         (b)      Reports on Form 8-K
                  -------------------

                  The Registrant  filed the following  Current Reports on Form
                  8-K during the quarter ended September 30, 2003:
<TABLE>
<CAPTION>

                       DATE OF REPORT                    ITEM(S) REPORTED       FINANCIAL STATEMENT FILED
                       --------------                    ----------------       -------------------------
                       <S>                                   <C>                     <C>
                       July 25, 2003                          5, 7                      N/A
                       August 4, 2003                         7, 12                     N/A
                       August 4, 2003                         5, 7                      N/A
</TABLE>

                                       16
<PAGE>

                                   SIGNATURES



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


                                    CENTRAL BANCORP, INC.
                                    ---------------------
                                    Registrant




November 13, 2003                   /s/ John D. Doherty
----------------                    -----------------------------------------
Date                                John D. Doherty
                                    President and Chief Executive Officer



November 13, 2003                   /s/ Michael K. Devlin
----------------                    -----------------------------------------
Date                                Michael K. Devlin
                                    Senior Vice President, Treasurer
                                     and Chief Financial Officer