##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 0-25251
 CENTRAL BANCORP, INC.
  Massachusetts
    
    04-3447594(State or other jurisdiction of incorporation or
    
    (I.R.S. Employer Identification No.)organization)399 Highland Avenue, Somerville, Massachusetts
    
    02144(Address of principal executive offices)
    
    (Zip Code)
 (617) 628-4000  (Registrants telephone number, including area code)
 N/A  (Former name, former address and former fiscal year, if changed since last report)
 þ o
  o o þ
 o þ
 Common Stock, $1.00 par value
    
    1,590,951 sharesClass
    
    Outstanding at August 11, 2006




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##### 



CENTRAL BANCORP, INC.
 Form 10-Q
 Table of Contents
 Page No.Part I. Financial InformationItem 1.
    
    Financial Statements (Unaudited)Consolidated Statements of Financial Condition at June 30, 2006 and
March 31, 2006
    
    
    1Consolidated Statements of Income for the Three Months Ended
June 30, 2006 and 2005
    
    
    2Consolidated Statements of Changes in Stockholders Equity for the Three
Months Ended June 30, 2006
    
    
    3Consolidated Statements of Cash Flows for the Three Months Ended
June 30, 2006
    
    
    4Notes to Unaudited Consolidated Financial Statements
    
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    10Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    16Item 4.
    
    Controls and Procedures
    
    
    17Part II. Other InformationItem 1.
    
    Legal Proceedings
    
    
    18Item 1A.
    
    Risk Factors
    
    
    18Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3.
    
    Defaults Upon Senior Securities
    
    
    18Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    18Item 5.
    
    Other Information
    
    
    18Item 6.
    
    Exhibits
    
    
    18SignaturesEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEO AND CFO




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##### Table of Contents



Part I. Financial Information
 
   
   June 30,
    
    
    March 31,(Dollars in Thousands, except for Per
Share Data)
    
    2006
    
    
    2006ASSETSCash and due from banks
    
    $
    8,755
    
    
    $
    6,590Short-term investments
    
    
    19,176
    
    
    
    8,673Cash and cash equivalents
    
    
    27,931
    
    
    
    15,263Certificates of deposit
    
    
    627
    
    
    
    627Investment securities available for sale (amortized cost of $89,900
at June 30, 2006 and $99,159 at March 31, 2006)
    
    
    87,583
    
    
    
    97,195Stock in Federal Home Loan Bank of Boston, at cost
    
    
    5,933
    
    
    
    8,300The Co-operative Central Bank Reserve Fund
    
    
    1,576
    
    
    
    1,576Total investments
    
    $
    95,092
    
    
    $
    107,071Loans held for sale
    
    
    383
    
    
    
    45Loans (Note 2)
    
    
    411,885
    
    
    
    415,318Less allowance for loan losses
    
    
    3,843
    
    
    
    3,788Net loans
    
    
    408,042
    
    
    
    411,530Accrued interest receivable
    
    
    2,161
    
    
    
    2,678Banking premises and equipment, net
    
    
    4,872
    
    
    
    3,870Deferred tax asset, net
    
    
    2,473
    
    
    
    2,347Goodwill, net
    
    
    2,232
    
    
    
    2,232Other assets
    
    
    1,666
    
    
    
    1,612Total assets
    
    $
    545,479
    
    
    $
    547,275LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Deposits (Note 3)
    
    $
    408,898
    
    
    $
    393,413Short-term borrowings
    
    
    391
    
    
    
    Federal Home Loan Bank advances
    
    
    86,500
    
    
    
    103,500Subordinated debenture (Note 4)
    
    
    5,258
    
    
    
    5,258ESOP Loan
    
    
    2,435
    
    
    
    2,532Advance payments by borrowers for taxes and insurance
    
    
    1,153
    
    
    
    1,277Accrued expenses and other liabilities
    
    
    1,885
    
    
    
    2,106Total liabilities
    
    
    506,520
    
    
    
    508,086Commitments and Contingencies (Note 6)Stockholders equity (Note 7):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;
1,590,951 shares issued at June 30, 2006 and 1,590,181
shares issued at March 31, 2006
    
    
    2,033
    
    
    
    2,033Additional paid-in capital
    
    
    2,951
    
    
    
    2,938Retained income
    
    
    40,275
    
    
    
    40,421Accumulated other comprehensive loss (Note 5)
    
    
    (1,507
    )
    
    
    (1,281
    )Unearned compensation  ESOP
    
    
    (4,793
    )
    
    
    (4,922
    )Total stockholders equity
    
    
    38,959
    
    
    
    39,189Total liabilities and stockholders equity
    
    $
    545,479
    
    
    $
    547,275
  1




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##### Table of Contents



Three Months EndedJune 30,2006
    
    
    2005Interest and dividend incomeMortgage loans
    
    $
    6,141
    
    
    $
    5,885Other loans
    
    
    127
    
    
    
    103Short-term investments
    
    
    95
    
    
    
    13Investments
    
    
    1,126
    
    
    
    1,367Total interest and dividend income
    
    
    7,489
    
    
    
    7,368Interest expense:Deposits
    
    
    2,531
    
    
    
    1,352Advances from Federal Home Loan Bank of Boston
    
    
    1,228
    
    
    
    1,724Other borrowings
    
    
    152
    
    
    
    133Total interest expense
    
    
    3,911
    
    
    
    3,209Net interest and dividend income
    
    
    3,578
    
    
    
    4,159Provision for loan losses
    
    
    50
    
    
    
    50Net interest and dividend income after
provision for loan losses
    
    
    3,528
    
    
    
    4,109Non-interest income:Deposit service charges
    
    
    256
    
    
    
    232Net gains from sales of investment securities
    
    
    112
    
    
    
    117Net gains on sales of loans
    
    
    33
    
    
    
    55Other income
    
    
    89
    
    
    
    90Total non-interest income
    
    
    490
    
    
    
    494Non-interest expenses:Salaries and employee benefits
    
    
    2,179
    
    
    
    2,066Occupancy and equipment
    
    
    504
    
    
    
    382Data processing fees
    
    
    233
    
    
    
    238Professional fees
    
    
    237
    
    
    
    207Advertising and marketing
    
    
    222
    
    
    
    183Other expenses
    
    
    471
    
    
    
    439Total non-interest expenses
    
    
    3,846
    
    
    
    3,515Income before income taxes
    
    
    172
    
    
    
    1,088Provision for income taxes (Note 6)
    
    
    59
    
    
    
    382Net income
    
    $
    113
    
    
    $
    706Earnings per common share  basic (Note 8)
    
    $
    0.08
    
    
    $
    0.50Earnings per common share  diluted (Note 8)
    
    $
    0.08
    
    
    $
    0.49Weighted average common shares outstanding  basic
    
    
    1,440
    
    
    
    1,423Weighted average common and equivalent shares
outstanding  diluted
    
    
    1,453
    
    
    
    1,429
  2




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AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    Unearned
    
    
    TotalCommon
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    Compensation
    
    
    Stockholders(In Thousands)
    
    Stock
    
    
    Capital
    
    
    Income
    
    
    Loss
    
    
    ESOP
    
    
    EquityThree Months Ended June 30, 2006Balance at March 31, 2006
    
    $
    2,033
    
    
    $
    2,938
    
    
    $
    40,421
    
    
    $
    (1,281
    )
    
    $
    (4,922
    )
    
    $
    39,189Net income
    
    
    
    
    
    
    
    
    
    
    113
    
    
    
    
    
    
    
    
    
    
    
    113Other comprehensive
loss net of tax:Unrealized gain on
securities, net
of reclassification
adjustment (Note 5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (226
    )
    
    
    
    
    
    
    (226
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (113
    )Proceeds from exercise
of stock options
(770 shares)
    
    
    
    
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13Tax benefit of stock
option exercises
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4Dividends paid
($0.18 per share)
    
    
    
    
    
    
    
    
    
    
    (259
    )
    
    
    
    
    
    
    
    
    
    
    (259
    )Amortization of
unearned compensation  ESOP 
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    129
    
    
    
    125Balance at June 30, 2006
    
    $
    2,033
    
    
    $
    2,951
    
    
    $
    40,275
    
    
    $
    (1,507
    )
    
    $
    (4,793
    )
    
    $
    38,959
  3




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##### Table of Contents



Three Months EndedJune 30,(In thousands)
    
    2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    113
    
    
    $
    706Adjustments to reconcile net income to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    187
    
    
    
    137Amortization of premiums
    
    
    34
    
    
    
    38Provision for loan losses
    
    
    50
    
    
    
    50Stock-based compensation
    
    
    125
    
    
    
    108Net gains from sales and write-downs of
investment securities
    
    
    (112
    )
    
    
    (117
    )Gain on sales of loans held for sale
    
    
    (33
    )
    
    
    (55
    )Originations of loans held for sale
    
    
    (3,929
    )
    
    
    (5,474
    )Proceeds from sale of loans originated for sale
    
    
    3,624
    
    
    
    4,815Decrease in accrued interest receivable
    
    
    517
    
    
    
    120Increase in other assets, net
    
    
    (54
    )
    
    
    (53
    )Decrease
(Increase) in advance payments by borrowers for taxes and insurance
    
    
    (124
    )
    
    
    15Increase (decrease)in accrued expenses and other liabilities, net
    
    
    (221
    )
    
    
    93Net cash provided by (used in) operating activities
    
    
    177
    
    
    
    383Cash flows from investing activities:(Increase) decrease in loans
    
    
    3,438
    
    
    
    (13,364
    )Principal payments on mortgage-backed securities
    
    
    2,361
    
    
    
    2,510Proceeds from the redemption of FHLB stock
    
    
    2,367
    
    
    
    Proceeds from sales of investment securities
    
    
    1,962
    
    
    
    1,838Purchases of investment securities
    
    
    (1,885
    )
    
    
    (1,695
    )Maturities and calls of investment securities
    
    
    6,900
    
    
    
    1,000Purchase of banking premises and equipment
    
    
    (1,189
    )
    
    
    (305
    )Net cash provided by (used in) investing activities
    
    
    13,954
    
    
    
    (10,016
    )Cash flows from financing activities:Increase in deposits
    
    
    15,485
    
    
    
    6,273Proceeds from advances from FHLB of Boston
    
    
    
    
    
    
    49,000Repayment of advances from FHLB of Boston
    
    
    (17,000
    )
    
    
    (41,000
    )Increase (decrease) in short-term borrowings
    
    
    391
    
    
    
    (4,476
    )Repayment of ESOP loan
    
    
    (97
    )
    
    
    (97
    )Proceeds from exercise of stock options
    
    
    13
    
    
    
    25Tax benefit from exercise of stock option
    
    
    4
    
    
    
    5Dividends paid, net
    
    
    (259
    )
    
    
    (169
    )Net directors deferred compensation
    
    
    
    
    
    
    (2
    )Net cash
provided by (used in) financing activities
    
    
    (1,463
    )
    
    
    9,559Net increase
(decrease) in cash and cash equivalents
    
    
    12,668
    
    
    
    (74
    )Cash and cash equivalents at beginning of year
    
    
    15,263
    
    
    
    6,383Cash and cash equivalents at end of period
    
    $
    27,931
    
    
    $
    6,309Supplemental disclosure of cash flow information:Cash paid during the period for:Interest
    
    $
    3,983
    
    
    $
    3,218Income taxes
    
    $
    193
    
    
    $
    278
  4




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##### Table of Contents



CENTRAL BANCORP, INC. AND SUBSIDIARY
 
 Notes to Unaudited Consolidated Financial Statements
 June 30, 2006
 (1) Basis of Presentation
    (2) Loans
  June 30,
    
    
    March 31,2006
    
    
    2006Real estate loans:Residential real estate (1-4 family)
    
    $
    159,023
    
    
    $
    160,381Commercial real estate
    
    
    205,254
    
    
    
    213,935Construction
    
    
    33,942
    
    
    
    27,680Home equity lines of credit
    
    
    6,850
    
    
    
    7,505Total real estate loans
    
    
    405,069
    
    
    
    409,501Commercial loans
    
    
    5,480
    
    
    
    4,457Consumer loans
    
    
    1,336
    
    
    
    1,360Total loans
    
    
    411,885
    
    
    
    415,318Less: allowance for loan losses
    
    
    (3,843
    )
    
    
    (3,788
    )Total loans, net
    
    $
    408,042
    
    
    $
    411,530
   5




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##### Table of Contents



CENTRAL BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
June 30, 2006
  Three Months EndedJune 30,2006
    
    
    2005Balance at beginning of period
    
    $
    3,788
    
    
    $
    3,681Provision charged to expense
    
    
    50
    
    
    
    50Less: charge-offs
    
    
    (8
    )
    
    
    (10
    )Add: recoveries
    
    
    13
    
    
    
    10Balance at end of period
    
    $
    3,843
    
    
    $
    3,731
 (3) Deposits
  June 30, 2006
    
    
    March 31, 2006Demand deposit accounts
    
    $
    38,833
    
    
    $
    40,871NOW accounts
    
    
    35,167
    
    
    
    29,902Passbook and other savings accounts
    
    
    61,935
    
    
    
    65,546Money market deposit accounts
    
    
    31,672
    
    
    
    36,051Total non-certificate accounts
    
    
    167,607
    
    
    
    172,370Term deposit certificatesCertificates of $100,000 and above
    
    
    93,003
    
    
    
    84,028Certificates of less than $100,000
    
    
    148,288
    
    
    
    137,015Total term deposit certificates
    
    
    241,291
    
    
    
    221,043Total deposits
    
    $
    408,898
    
    
    $
    393,413
 (4) Subordinated Debenture
  6




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##### Table of Contents



(5) Other Comprehensive Income (Loss)
   For the Three Months EndedJune 30, 2006Before-Tax
    
    
    Tax
    
    
    After-TaxAmount
    
    
    Effect
    
    
    AmountUnrealized losses on securities:Unrealized net holding losses during period
    
    $
    (241
    )
    
    $
    (89
    )
    
    $
    (152
    )Less: reclassification adjustment for net
gains included in net income
    
    
    112
    
    
    
    38
    
    
    
    74Other comprehensive loss
    
    $
    (353
    )
    
    $
    (127
    )
    
    $
    (226
    )
 For the Three Months EndedJune 30, 2005Before-Tax
    
    
    Tax
    
    
    After-TaxAmount
    
    
    Effect
    
    
    AmountUnrealized gains on securities:Unrealized net holding gains during period
    
    $
    360
    
    
    $
    123
    
    
    $
    237Add: reclassification adjustment for net
gains included in net income
    
    
    117
    
    
    
    43
    
    
    
    74Other comprehensive loss
    
    $
    477
    
    
    $
    166
    
    
    $
    311
 7




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##### Table of Contents



CENTRAL BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
June 30, 2006
 (6) Contingencies
 Legal Proceedings
  (7) Subsequent Event
  (8) Earnings per Share (EPS)
   Three Months EndedJune 30,2006
    
    
    2005Unaudited(Amounts in thousands, except per share amounts)Net income available to common shareholders
    
    $
    113
    
    
    $
    706Weighted average number of common shares outstanding
    
    
    1,591
    
    
    
    1,590Weighted average number of unallocated ESOP shares
    
    
    (151
    )
    
    
    (167
    )Weighted average number of common shares outstanding
used in calculation of basic earnings per share
    
    
    1,440
    
    
    
    1,423Incremental shares from the assumed exercise of dilutive
stock options
    
    
    13
    
    
    
    5Weighted average number of common shares outstanding
used in calculating diluted earnings per share
    
    
    1,453
    
    
    
    1,429Earnings per shareBasic
    
    $
    .08
    
    
    $
    .50Diluted
    
    $
    .08
    
    
    $
    .49
 8




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##### Table of Contents



CENTRAL BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
June 30, 2006
 (9) Stock Option Compensation
        
  
  options to
purchase shares of common stock, which may be non-statutory stock
options or incentive stock options under the Internal Revenue Code of
1986, as amended;
  
  restricted
stock, which is subject to restrictions or transferability and
subject to forfeiture on terms set by the Committee; or
  
  other
stock-based awards in the discretion of the Committee, which awards
may be in the form of either full value or appreciation rights
awards   Number of
    
    Weighted AverageShares
    
    Exercise PriceBalance March 31, 2006
    
    
    59,891
    
    
    $
    24.356Granted
    
    
    
    
    
    
    Exercised
    
    
    (770
    )
    
    
    18.490Canceled
    
    
    
    
    
    
    Balance June 30, 2006
    
    
    59,121
    
    
    
    24.430
  9




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##### Table of Contents



WeightedAverageRemaining
    
    
    WeightedNumber
    
    
    Contractual
    
    
    Average
    
    
    AggregateExercise
    
    
    of Shares
    
    
    Life
    
    
    Exercise
    
    
    IntrinsicPrice
    
    
    Outstanding
    
    
    (Years)
    
    
    Price
    
    
    Value$
    16.625
    
    
    
    12,077
    
    
    
    4.8
    
    
    $
    16.625
    
    
    $
    182,06120.250
    
    
    
    13,745
    
    
    
    3.7
    
    
    
    20.250
    
    
    
    157,38028.990
    
    
    
    33,299
    
    
    
    8.8
    
    
    
    28.990
    
    
    
    90,240Average/Total
    
    $
    24.356
    
    
    
    59,121
    
    
    
    6.5
    
    
    $
    24.356
    
    
    $
    429,681
  (10) Recent Accounting Pronouncements
  
 Item 2. Discussion and Analysis of Financial Condition and Results of Operations
  Forward-Looking Statements
   10




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##### Table of Contents



General
      Critical Accounting Policies
   11




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##### Table of Contents



Comparison of Financial Condition at June 30, 2006 and March 31, 2006
       12




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##### Table of Contents



Comparison of Operating Results for the Quarters Ended June 30, 2006 and 2005
  Net Interest Income
  Interest Income.
 13




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##### Table of Contents



Interest Expense
  Three Months Ended June 30,2006
    
    
    2005Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageBalance
    
    
    Interest
    
    
    Rate
    
    
    Balance
    
    
    Interest
    
    
    Rate(Dollars in thousands)Interest-earning assets:Mortgage loans
    
    $
    406,129
    
    
    $
    6,141
    
    
    
    6.05
    %
    
    $
    389,546
    
    
    $
    5,885
    
    
    
    6.04
    %Other loans
    
    
    6,421
    
    
    
    127
    
    
    
    7.91
    
    
    
    6,149
    
    
    
    103
    
    
    
    6.70Investment securities
    
    
    104,056
    
    
    
    1,126
    
    
    
    4.33
    
    
    
    117,287
    
    
    
    1,367
    
    
    
    4.66Short-term investments
    
    
    9,167
    
    
    
    96
    
    
    
    4.19
    
    
    
    2,496
    
    
    
    13
    
    
    
    2.08Total interest-earning assets
    
    
    525,773
    
    
    
    7,490
    
    
    
    5.70
    
    
    
    515,478
    
    
    
    7,368
    
    
    
    5.72Allowance for loan losses
    
    
    (3,807
    )
    
    
    
    
    
    
    
    
    
    
    (3,697
    )Non-interest-earning assets
    
    
    17,341
    
    
    
    
    
    
    
    
    
    
    
    16,628Total assets
    
    $
    539,307
    
    
    
    
    
    
    
    
    
    
    $
    528,409Interest-bearing liabilities:Deposits
    
    
    356,481
    
    
    
    2,531
    
    
    
    2.84
    
    
    $
    299,158
    
    
    
    1,352
    
    
    
    1.81Advances from FHLB of Boston
    
    
    94,104
    
    
    
    1,228
    
    
    
    5.22
    
    
    
    143,053
    
    
    
    1,724
    
    
    
    4.82Other borrowings
    
    
    8,662
    
    
    
    152
    
    
    
    7.02
    
    
    
    9,751
    
    
    
    133
    
    
    
    5.46Total interest-bearing liabilities
    
    
    459,247
    
    
    
    3,911
    
    
    
    3.41
    
    
    
    451,962
    
    
    
    3,209
    
    
    
    2.84Non-interest-bearing liabilities
    
    
    40,981
    
    
    
    
    
    
    
    
    
    
    
    37,793Total liabilities
    
    
    500,228
    
    
    
    
    
    
    
    
    
    
    
    489,755Stockholders equity
    
    
    39,079
    
    
    
    
    
    
    
    
    
    
    
    38,654Total liabilities and
stockholders equity
    
    $
    539,307
    
    
    
    
    
    
    
    
    
    
    $
    528,409Net interest and dividend income
    
    
    
    
    
    $
    3,579
    
    
    
    
    
    
    
    
    
    
    $
    4,159Net interest spread
    
    
    
    
    
    
    
    
    
    
    2.29
    %
    
    
    
    
    
    
    
    
    
    
    2.88
    %Net interest margin
    
    
    
    
    
    
    
    
    
    
    2.72
    %
    
    
    
    
    
    
    
    
    
    
    3.23
    %
 Provision for Loan Losses.
 14




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##### Table of Contents



Non-Interest Income.
 Non-Interest Expense.
      Income Taxes.
 Liquidity and Capital Resources
  15
    Table of Contents     Company
    
    BankTier 1 Capital (to average assets)
    
    
    8.07
    %
    
    
    7.43
    %Tier 1 Capital (to risk-weighted assets)
    
    
    12.22
    %
    
    
    11.27
    %Total Capital (to risk-weighted assets)
    
    
    13.30
    %
    
    
    12.35
    %
  Off-Balance Sheet Arrangements
   
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
     16




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##### Table of Contents



June 30,
    
    March 31,2006
    
    2006Amount%
    
    Change
    
    Amount
    
    % Change(Dollars in thousands)200 basis point increase in rates
    
    $
    (1,481
    )
    
    
    (10.27
    )%
    
    $
    (1,530
    )
    
    
    (10.0
    )%200 basis point decrease in rates
    
    
    329
    
    
    
    2.28
    
    
    
    611
    
    
    
    4.0
  
 Item 4. Controls and Procedures
   17




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##### Table of Contents



Part II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
   ELECTION OF DIRECTORS
    
    FOR
    
    WITHHELDJoseph R. Doherty
    
    
    1,366,905
    
    
    
    136,592Richard E. Stevens
    
    
    1,366,568
    
    
    
    136,929Edward F. Sweeney, Jr.
    
    
    1,365,768
    
    
    
    137,729
   2006 LONG-TERM INCENTIVE PLAN
    
    FOR
    
    AGAINST2006 Long-Term Incentive Plan
    
    
    876,764
    
    
    
    159,083
  
 Item 5. Other Information
  18


Item 6. Exhibits
 Exhibits31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a-14(a) Certification of Chief Financial Officer32
    
    Section 1350 Certifications
 19




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##### Table of Contents



SIGNATURES
  CENTRAL BANCORP, INC.RegistrantAugust
14, 2006
    
    By:
    
    /s/ John D. DohertyJohn D. DohertyChairman, President and Chief Executive OfficerAugust
14, 2006
    
    By:
    
    /s/ Paul S. FeeleyPaul S. FeeleySenior Vice President, Treasurer andChief Financial Officer