================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                           __________________________

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the fiscal year ended March 31, 2003
                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

                           Commission File No. 0-25251

                              CENTRAL BANCORP, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

        MASSACHUSETTS                                           04-3447594
-------------------------------                           ----------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)


399 HIGHLAND AVENUE, SOMERVILLE, MASSACHUSETTS                   02144
-----------------------------------------------               ------------
(Address of Principal Executive Offices)                       (Zip Code)

       Registrant's telephone number, including area code: (617) 628-4000
                                                           --------------

           Securities registered under Section 12(b) of the Act: NONE
                                                                 ----

              Securities registered under Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $1.00 PER SHARE
                     ---------------------------------------
                                (Title of Class)
                              STOCK PURCHASE RIGHTS
                              ---------------------
                                (Title of Class)

     Indicate  by check mark  whether the  registrant  (l) 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 for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.  YES   X     NO
                                                ---       ---

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment of this Form 10-K. [ ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2).  Yes       No   X
                                          ---       ---

     The  aggregate  market value of voting stock held by  nonaffiliates  of the
registrant at June 20, 2003 was approximately $14.4 million based on the closing
sale price of the  registrant's  Common  Stock as listed on the Nasdaq  National
MarketSM as of  September  30, 2002  ($28.31 per share).  Solely for purposes of
this calculation, directors, executive officers and greater than 5% stockholders
are treated as affiliates.

     At June 20, 2003, the registrant had 1,663,133  shares of its Common Stock,
$1.00 par value, outstanding.

================================================================================
<PAGE>

EXPLANATION FOR AMENDMENT:

     The Annual Report on Form 10-K of Central Bancorp, Inc. (the "Company") for
the fiscal  year ended  March 31,  2003 (the  "2003 Form  10-K")  filed with the
Securities and Exchange  Commission (the "Commission") on June 30, 2003 is being
amended hereby to include the items listed below:

         ITEM             DESCRIPTION
         ----             -----------
         Item 10.         Directors and Executive Officers of the Registrant
         Item 11.         Executive Compensation
         Item 12.         Security Ownership of Certain Beneficial Owners and
                            Management and Related Stockholder Matters
         Item 13.         Certain Relationships and Related Transactions

     As  originally  filed,  the  Company's  2003  Form  10-K  incorporated  the
information required by Items 10, 11, 12 and 13 of Form 10-K by reference to the
Company's Definitive Proxy Statement for its 2003 Annual Meeting of Stockholders
(the "Proxy  Statement")  as permitted  by  Instruction  G.(3).  Since the Proxy
Statement is not expected to be filed with the Commission within 120 days of the
close  of the  Company's  fiscal  year  ended  March  31,  2003 as  required  by
Instruction G.(3), Items 10, 11, 12 and 13 in Part III of the 2003 Form 10-K are
hereby amended by deleting the texts thereof in their entirety and  substituting
therefor the following  text. In addition,  the Company is furnishing an updated
Exhibit 99.


                                       2
<PAGE>

                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------

     Set forth below is information  about the directors,  nominees for director
and executive  officers and significant  employees of the Company.  The Board of
Directors is divided into three classes.  Directors  serve for three-year  terms
with one class of directors standing for election each year.  Executive officers
are elected  annually by the Board of  Directors.  All  directors of the Company
were  appointed  as  directors  of the  Company in 1998 in  connection  with the
incorporation  and  organization of the Company,  except that Paul E. Bulman and
Richard  Fates were  appointed to the Board of  Directors in 2002,  and James F.
Linnehan  was  appointed to the Board of Directors by a vote of the Board in May
2003 upon the death of Mr.  Garrett  Goodbody.  Mr.  Goodbody  was  elected as a
director at the 2002 Annual Stockholders'  Meeting.  Unless indicated otherwise,
the positions  stated for each  individual  are positions  held in the Company's
principal subsidiary,  Central Co-operative Bank (the "Bank"), and the positions
stated are positions which are currently held.
<TABLE>
<CAPTION>
                                                                                          YEAR FIRST
                                                                                          ELECTED OR
                                                                                          APPOINTED
                                                                                          DIRECTOR               PRESENT
                                                           POSITIONS WITH                 OF COMPANY             TERM TO
NAME                                    AGE                  THE COMPANY                  OR BANK                EXPIRE
----                                    ---                ---------------                -----------            -------
<S>                                     <C>       <C>                                        <C>                   <C>
Joseph R. Doherty                       79        Director of the Company and the Bank       1958                  2003
Gregory W. Boulos                       46        Director of the Company and the Bank       1998                  2004
John D. Doherty                         46        Chairman of the Board, President           1983                  2004
                                                  and Chief Executive Officer of
                                                  the Company, the Bank, Central
                                                  Securities Corporation  and
                                                  Central Preferred Capital Corporation
Paul E. Bulman                          65        Director of the Company and the Bank       2002                  2005
James F. Linnehan                       82        Director of the Company                    2003                  2005
Richard J. Fates                        58        Director of the Company                    2002                  2005
Terence D. Kenney                       87        Director of the Company and the Bank       1975                  2003
Nancy D. Neri                           47        Director of the Company and the Bank       1999                  2003
Albert J. Mercuri, Jr.                  46        Nominee for Director                        --                     --
Edward F. Sweeney, Jr.                  62        Nominee for Director                        --                     --
David W. Kearn                          61        Senior Vice President - Lending;            --                     --
                                                  Director of Central Securities
                                                  and Central Preferred
Michael K. Devlin                       52        Senior Vice President,                      --                     --
                                                  Treasurer/Chief Financial
                                                  Officer of the Company
                                                  and the Bank; Treasurer and
                                                  Director of Central Securities
                                                  and Central Preferred
Paul S. Feeley                          56        Senior Vice President and                   --                     --
                                                  Chief Information Officer
William P. Morrissey                    76        Senior Vice President -                     --                     --
                                                  Corporate Affairs
</TABLE>
                                       3
<PAGE>

     JOSEPH R.  DOHERTY  served as  President  of the Bank from 1958 until April
1986.  From April 1986 until March 31, 1992,  Mr.  Doherty served as Chairman of
the Board of Directors and Chief Executive Officer,  responsible for guiding the
overall  operations of the Bank.  In March 1992,  Mr.  Doherty  retired as Chief
Executive Officer of the Bank,  although he remains Chairman of the Board of the
Bank.  Mr. Doherty served as Chairman of the Board of the Company until November
2002. Mr.  Doherty is the father of John D. Doherty,  the Chairman of the Board,
President and Chief Executive Officer of the Company and the President and Chief
Executive Officer of the Bank.

     GREGORY W. BOULOS is a partner in CB Richard  Ellis/The  Boulos  Company of
Portland,  Maine,  which is Maine's largest commercial real estate brokerage and
development firm, specializing in the sale and leasing of  commercial/industrial
properties  and the  brokerage of  investment  properties.  Mr. Boulos is a past
director of Junior Achievement, The Center for Dental Health, Mercy Hospital and
The  Portland  Symphony  Orchestra.  He is  also a past  Chairman  of  both  the
Cumberland County Civic Center and Catholic  Charities Maine Board of Directors.
Mr. Boulos is a member of the Portland Chamber of Commerce, the Maine Commercial
Association of Realtors and the National  Association of Realtors,  and Director
of Wayneflete School.

     JOHN D. DOHERTY is the Chairman,  President and Chief Executive  Officer of
the  Company  and  President  and Chief  Executive  Officer of the Bank.  He was
elected  President  of the Bank in April  1986.  As  President,  Mr.  Doherty is
responsible for the day-to-day  operations of the Bank and reports on the Bank's
operations  directly  to the Board of  Directors.  Commencing  April  1992,  Mr.
Doherty also became the Chief  Executive  Officer of the Bank. In November 2002,
Mr. Doherty became Chairman of the Board of the Company. Mr. Doherty also serves
as the president and a director of the Bank's  subsidiaries,  Central Securities
Corporation and Central Preferred Capital  Corporation.  He has been employed by
the Bank in various  capacities  since 1981. Mr. Doherty holds an M.B.A.  degree
from  Boston  University  and a B.A.  in  Business  Administration  from  Babson
College.  Mr. Doherty is Chairman of the Co-operative Central Bank and a Trustee
of the Co-operative Bank Employee Retirement Association.  He is a member of the
Somerville  Kiwanis  Club,  a  former  director  of the  Somerville  Chamber  of
Commerce,  former Treasurer of the Woburn  Development  Corporation and a former
member of the Somerville High School Scholarship  Committee,  the Woburn Kiwanis
Club, and the Needham  Business  Association and a past president of the Economy
Club of Cambridge. Mr. Doherty is the son of Board member Joseph R. Doherty.

     PAUL E.  BULMAN has served as  Chairman  of the Policy  Holders  Protective
Board of the Savings Bank Life Insurance  Company since 2000. From 1996 to 2000,
he was President and Chief Executive Officer of Haymarket Co-operative Bank. Mr.
Bulman had previously served as President,  Chief Executive Officer and Director
of Hingham  Institution for Savings which he had joined in 1988.  Prior to that,
he had been  Senior  Vice  President,  Lending at New  Bedford  Institution  for
Savings  since  1987.  Mr.  Bulman  served  as  Commissioner  for  Banks for the
Commonwealth  of  Massachusetts  from 1983 to 1987 after serving as First Deputy
Commissioner  and Clerk,  Deputy  Commissioner,  Bank  Supervisor  and Director,
Commercial Bank  Examinations.  He joined the State Banking  Department in 1960.
Mr. Bulman is a volunteer at the Scituate Senior Center.

     JAMES F.  LINNEHAN is an attorney and a Certified  Public  Accountant.  Mr.
Linnehan has served as the Assistant  Attorney  General for the  Commonwealth of
Massachusetts  and as a Special  Investigator  for the Suffolk  County  District
Attorney's  office.  He is a life  trustee of the Board of  Trustees  of Suffolk
University.  He is a  former  director  and  chairman  of the  audit  and  trust
committees of Bay Bank Middlesex.

     RICHARD J. FATES is a financial  planner with Baystate  Financial  Services
and the  principal  and owner of Fates  Financial  Advisors.  He was  formerly a
Regional  President at Bank of Boston. Mr. Fates is the Chairman of the Board of
Trustees of the Pomfret  School and the  Coordinator  for the North Shore United
Way Campaign for the Hamilton-Wenham area.

     TERENCE  D.  KENNEY  was  Senior  Vice  President  of the Bank from 1975 to
September 1986. He recently retired as Chairman of the Board of Assessors of the
City of Woburn, Massachusetts,  a post he had held for 23

                                       4
<PAGE>

years.  Mr. Kenney is a member of the Woburn Elks Lodge,  the Woburn  Knights of
Columbus and Woburn Kiwanis Club.

     NANCY D. NERI is the  President  and  Funeral  Director  for the  George L.
Doherty   Funeral   Service,   Inc.,  a  funeral  home  located  in  Somerville,
Massachusetts.

     ALBERT J.  MERCURI,  JR.  has  served  since  1987 as  President  and Chief
Executive Officer of Data Direct,  Inc., a national distributor of digital media
publishing  systems,  optical  media and  copiers,  located in Needham  Heights,
Massachusetts.  Mr. Mercuri is a 1979 graduate of Babson College where he earned
a Bachelor of Science degree in Marketing.

     EDWARD F.  SWEENEY,  JR.  has  served  since  December  2002 as a  Business
Consultant  to the  Malden  Redevelopment  Authority,  an  agency  funded by the
Department of Housing and Urban  Development to work with communities to promote
home ownership for low and moderate income families. Mr. Sweeney has also served
since  March 1990 as a  Commissioner,  and is a former  Chairman,  of the Malden
Housing  Authority,  an agency that provides and manages housing for seniors and
disabled  persons.  From December 2000 to September  2002 he was a Field Auditor
with RGIS Inc. of Belmont,  Massachusetts,  where he  conducts  field  audits of
retail  clients  and  schedules  assignments  for staff  auditors.  From June to
December  2000,  Mr.  Sweeney  served as a financial  consultant  to New England
Credit Union Services,  Inc., in Southborough,  Massachusetts,  where he advised
credit unions on financial,  structural and strategic  issues.  From May 1998 to
December  2000,  he served as Senior Vice  President  of US Trust,  a $6 billion
multi-bank  holding  company in Boston,  Massachusetts.  In this  capacity,  Mr.
Sweeney  reported  directly to the Chairman and Chief Executive  Officer and was
responsible for instituting action plans for potential bank  acquisitions,  bank
activity and expanded  banking power.  From 1996 to May 1998, Mr. Sweeney served
as Senior Vice President of Somerset Savings Bank, Somerville,  Massachusetts, a
$500 million bank,  where he was responsible for review of loan  administration,
liaison  with the bank's  outside  counsel,  external  auditors  and  regulatory
authorities.  From 1994 to 1996,  Mr.  Sweeney was  President,  Chief  Executive
Officer  and  a  Director  of  Meetinghouse  Co-Operative  Bank  in  Dorchester,
Massachusetts.  From 1966 to 1994,  Mr.  Sweeney  served  with the  Division  of
Banking for the Commonwealth of Massachusetts. He was Senior Deputy Commissioner
from 1992 to 1994, Deputy  Commissioner of Stock  Institutions from 1989 to 1992
and Deputy Commissioner of Thrift Institutions from 1978 to 1989.

     DAVID W. KEARN,  61, joined the Bank in June 1993 and  currently  serves as
the Senior Vice  President - Lending.  From 1990 to 1993,  Mr.  Kearn was a Vice
President  of  Loan   Administration  at  Somerset  Savings  Bank,   Somerville,
Massachusetts  and was Senior  Vice  President/Branch  Administration  at United
States Trust  Company from 1987 to 1990.  He serves on the Board of Directors of
the  Somerville  Boys  Club.  He  also  serves  as  a  director  of  the  Bank's
subsidiaries,  Central  Securities  Corporation  and Central  Preferred  Capital
Corporation.

     MICHAEL K.  DEVLIN,  52,  joined the Bank in  February  2002 as Senior Vice
President,  Treasurer and Chief Financial Officer.  He also serves as a director
and treasurer of the Bank's  subsidiaries,  Central  Securities  Corporation and
Central  Preferred  Capital  Corporation.  From 1997 until joining the Bank, Mr.
Devlin, who is a Certified Public Accountant,  was a Financial Consultant to the
banking industry in Massachusetts. Between 1973 and 1997, he was a member of the
accounting  and business  advisory  practice of Arthur  Andersen  LLP,  where he
served as a partner for 11 years.

     PAUL S. FEELEY,  56, joined the Bank in July 1997 as Senior Vice President,
Treasurer and Chief Financial Officer and became Senior Vice President and Chief
Information  Officer in February  2002.  Mr. Feeley is a member of the Financial
Managers  Society of which he is a former local  chapter  President and National
Director. He is also a member of the Massachusetts Society of CPAs and serves on
its Financial Institutions  Committee.  From 1993 to 1997, Mr. Feeley was Senior
Vice  President and Treasurer of  Bridgewater  Credit Union.  Prior to 1993, Mr.
Feeley was Executive Vice President,  Chief  Financial  Officer and Clerk of the
Corporation at The Cooperative Bank of Concord, Acton, Massachusetts.

     WILLIAM P.  MORRISSEY,  76, joined the Bank in November 1992 as Senior Vice
President for Corporate  Affairs  representing  the Bank in outside  banking and
business  organizations.  Mr.  Morrissey is chairman of the Board of the Federal
Home Loan Bank of Boston.  Prior to 1986, Mr. Morrissey served as Executive Vice
President  for Corporate  Affairs at The Boston Five Cents Savings Bank,  and as
Deputy Commissioner of Banks for the Commonwealth of Massachusetts.

                                       5
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under the  Exchange  Act, the  Company's  officers  and  directors  and all
persons who own more than ten percent of the Common Stock ("Reporting  Persons")
are required to file reports  detailing their ownership and changes of ownership
in the Common Stock and to furnish the Company with copies of all such ownership
reports that are filed.  Based solely on the  Company's  review of the copies of
such  ownership  reports  which it has  received in the past fiscal year or with
respect to the past fiscal year,  or written  representations  from such persons
that no annual  report of changes in beneficial  ownership  were  required,  the
Company  believes  during the fiscal  year  ended  March 31,  2003 and the prior
fiscal  year  all  Reporting   Persons  have   complied  with  these   reporting
requirements,  except that Directors Neri and Boulos each filed two late reports
on Form 4 with  respect  to three  transactions,  one  transaction  of which was
related to the purchase of shares in connection  with the Deferred  Compensation
Plan for  Non-Employee  Directors,  and  Director  Bulman  and  former  Director
Goodbody  each filed one late report on Form 4 with respect to one  transaction,
in fiscal 2003.

ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------

     SUMMARY COMPENSATION TABLE. The following table sets forth cash and noncash
compensation for each of the last three fiscal years awarded to or earned by the
Chief  Executive  Officer and the four other most highly  compensated  executive
officers of the Company in fiscal year 2003 (the "Named Executive Officers").
<TABLE>
<CAPTION>
                                                                                             LONG-TERM
                                                                                           COMPENSATION
                                                                                           ------------
                                                                                              AWARDS
                                                          ANNUAL COMPENSATION              ------------
                                               ---------------------------------------      SECURITIES
      NAME AND                      FISCAL                              OTHER ANNUAL        UNDERLYING        ALL OTHER
PRINCIPAL POSITION                  YEAR       SALARY     BONUS (1)   COMPENSATION (2)        OPTIONS     COMPENSATION (3)
------------------                  ------     ------     ---------   ----------------      -----------   ----------------
<S>                                 <C>     <C>           <C>            <C>                 <C>            <C>
John D. Doherty                     2003    $  286,144    $ 66,214       $      --                --        $  40,867
  President and Chief               2002       272,160          --              --                --           31,842
  Executive Officer                 2001       259,200      51,760              --            12,573           32,401

Michael K. Devlin                   2003       147,694      28,904              --                --            1,267
  Senior Vice President,
  Treasurer and Chief
  Financial Officer

David W. Kearn                      2003       140,365      27,469              --                --           24,653
  Senior Vice President/            2002       133,505          --              --                --           20,644
  Lending                           2001       127,148      20,343              --             4,354           23,311

Paul S. Feeley                      2003       130,797      25,597              --                --           13,330
  Senior Vice President/            2002       124,405          --              --                --           12,874
  Chief Information Officer         2001       120,781      14,493              --             2,757           15,299

William P. Morrissey                2003       131,496      25,734              --                --           22,607
  Senior Vice President for         2002       121,133          --              --                --           19,359
  Corporate Affairs                 2001       115,365      13,843              --             2,634           21,450
<FN>
_______________
(1)  Reflects fiscal year for which bonus was earned.
(2)  Does not include  perquisites which totaled less than ten percent of annual
     salary and bonus.
(3)  For fiscal year 2003,  consists of $5,083,  $57,  $3,509,  $654 and $3,287,
     respectively,   in  Company   contributions  to  the  defined  contribution
     retirement  plan, the value of 1,176, 0, 644, 390 and 616 shares,  based on
     $29.40  per  share  (the last  reported  sale  price of such  shares on the
     effective date of the allocation,  October 31, 2002), allocated to the ESOP
     accounts  of  Messrs.   Doherty,   Devlin,  Kearn,  Feeley  and  Morrissey,
     respectively,  and $1,210 in paid life  insurance  premiums  for each Named
     Executive Officer.
</FN>
</TABLE>
                                       6
<PAGE>
     OPTION EXERCISES AND FISCAL YEAR-END VALUES. The following table sets forth
information  regarding  option  exercises  during the last  fiscal  year and the
values of options held by the Named Executive Officers at the end of fiscal year
2003.  No option  grants  were made to any of the Named  Executive  Officers  in
fiscal year 2003.
<TABLE>
<CAPTION>
                                                             NUMBER OF SECURITIES             VALUE OF UNEXERCISED
                                                            UNDERLYING UNEXERCISED            IN-THE-MONEY OPTIONS
                            SHARES                        OPTIONS AT FISCAL YEAR-END          AT FISCAL YEAR-END (2)
                          ACQUIRED ON          VALUE      ----------------------------    -----------------------------
NAME                       EXERCISE         REALIZED(1)   EXERCISABLE    UNEXERCISABLE    EXERCISABLE     UNEXERCISABLE
----                      ------------      -----------   -----------    -------------    -----------     -------------
<S>                         <C>              <C>             <C>             <C>          <C>             <C>
John D. Doherty             25,639           $287,891           --            --          $      --       $      --
David W. Kearn                --                --           8,878            --            112,376              --
Paul S. Feeley               2,500            33,788         3,122            --             34,899              --
William P. Morrissey          --                --           5,370            --             67,974              --
Michael K. Devlin             --                --              --            --                 --              --
<FN>
________
(1)  Based on the difference  between the aggregate exercise price and aggregate
     market value of shares acquired as of the date of exercise.
(2)  Value is based on the  difference  between the  aggregate  market  value of
     shares  underlying the unexercised  in-the-money  options at March 31, 2003
     ($31.13 per share based on the  closing  sale price  reported on the Nasdaq
     National  MarketSM)  and the  aggregate  exercise  price of these  options.
     Options  are  considered  in-the-money  if  the  value  of  the  underlying
     securities exceeds the exercise price of the options.
</FN>
</TABLE>

     EMPLOYMENT  AND  SEVERANCE  AGREEMENTS.   The  Bank  has  entered  into  an
employment  agreement  (the  "Employment   Agreement")  with  John  D.  Doherty,
President.  The  Employment  Agreement  provides for a term of five years and an
automatic annual extension of the term of employment for an additional  one-year
period beyond the  then-effective  expiration date unless either the Bank or Mr.
John D. Doherty gives written notice that the  Employment  Agreement will not be
extended further. The current base annual salary of John D. Doherty is $298,296.
The Employment  Agreement also provides for annual salary review by the Board of
Directors,  as well as  inclusion  of Mr. John D.  Doherty in any  discretionary
bonus plans,  customary fringe benefits,  vacation and sick leave and disability
payments of the Bank. The Employment  Agreement is terminated  upon death and is
terminable by the Bank for "just cause" as defined in the Employment  Agreement.
If the Bank terminates Mr. John D. Doherty without just cause, he is entitled to
a continuation of his salary for the remaining term of the Employment Agreement.
Mr. John D. Doherty may terminate the  Employment  Agreement upon 90 days notice
to the Bank.

     The  Employment  Agreement  provides  that in the event of his  involuntary
termination of employment in connection  with, or within three years after,  any
change in control of the Bank or the  Company,  Mr. John D. Doherty will be paid
within 10 days of such termination an amount equal to the difference between (i)
2.99 times his "base  amount," as defined in Section  280G(b)(3) of the Internal
Revenue Code, and (ii) the sum of any other parachute payments, as defined under
Section  280G(b)(2)  of the  Internal  Revenue  Code,  that Mr. John D.  Doherty
receives  on account of the change in control.  The term  "change in control" is
defined as the acquisition,  by any person or entity, of the ownership,  holding
or power to vote more than 25% of the Company's or the Bank's voting stock,  the
control of the election of a majority of the Company's or the Bank's  directors,
or the exercise of a controlling  influence  over the  management or policies of
the Company or the Bank. In addition,  under the Employment Agreement,  a change
in control occurs when, during any consecutive two-year period, directors of the
Company  or the Bank at the  beginning  of such  period  cease to  constitute  a
majority  of the Board of  Directors  of the  Company  or the Bank,  unless  the
election of  replacement  directors  was  approved by a  two-thirds  vote of the
initial directors then in office.  The Employment  Agreement also provides for a
similar  lump  sum  payment  to be made in the  event of Mr.  John D.  Doherty's
voluntary  termination  of employment  within three years  following a change in
control, upon the occurrence, or within 90 days thereafter, of certain specified
events  following  a change in  control,  which  have not been  consented  to in
writing by Mr. John D. Doherty,  including (i) the  requirement  that he perform
his  principal  executive  functions  more than 35 miles  away from his  primary
office,  (ii) a reduction  in his base  compensation  as in effect  prior to the
change in control,  (iii) the failure of the Bank to provide Mr. John D. Doherty
with compensation and benefits substantially similar to those provided to him at
the time of the change in control  under any employee  benefit plans in which he
becomes a  participant,  (iv) the  assignment to Mr. John D. Doherty of material
duties  and  responsibilities  other  than those  normally  associated  with his
position  with the Bank,  and (v) a  material  reduction  in his  authority  and
responsibility.  In the event that a dispute  arises between Mr. John D. Doherty
and the Bank, as to the terms or interpretation of the Employment Agreement, Mr.
John D. Doherty will be reimbursed for all reasonable expenses arising from such
dispute. Payments made under these "change in control"

                                       7
<PAGE>

provisions  are in lieu of any  rights to which  Mr.  John D.  Doherty  would be
entitled in the event his employment was terminated  without just cause.  If the
change in control  provisions  had been triggered as of March 31, 2003, Mr. John
D. Doherty would have received up to approximately $1,028,000.

     The Bank has entered into severance agreements (the "Severance Agreements")
with David W. Kearn, Senior Vice President/Lending & Retail Banking,  Michael K.
Devlin, Senior Vice President,  Treasurer,  and Chief Financial Officer, Paul S.
Feeley,   Senior  Vice  President/Chief   Information  Officer  and  William  P.
Morrissey, Senior Vice President for Corporate Affairs. The Severance Agreements
each provide for a term of three years and an automatic  annual extension of the
term of employment for an additional  one-year period beyond the  then-effective
expiration  date,  unless either the Bank or Messrs.  Kearn,  Devlin,  Feeley or
Morrissey gives written notice that the Severance Agreement will not be extended
further. The Severance Agreements provide that in the event of their involuntary
termination  of  employment in  connection  with, or within one year after,  any
change in control of the Company or the Bank, Messrs.  Kearn, Devlin, Feeley and
Morrissey will be paid within 10 days of such termination an amount equal to two
times  their  annual base salary at the rate just prior to the change in control
provided,  however,  the amount received shall in no event exceed the difference
between (i) 2.99 times their "base amount," as defined in Section  280G(b)(3) of
the Internal Revenue Code, and (ii) the sum of any other parachute payments,  as
defined under Section 280G(b)(2) of the Internal Revenue Code, that they receive
on  account  of  the  change  in  control.  "Control"  generally  refers  to the
acquisition,  by any person or entity,  of the ownership,  holding,  or power to
vote more than 25% of the Company's or the Bank's  voting stock,  the control of
the  election of a majority of the  Company's  or the Bank's  directors,  or the
exercise  of a  controlling  influence  over the  management  or policies of the
Company or the Bank. In addition,  a change in control  occurs when,  during any
consecutive  two-year  period,  directors  of the  Company  or the  Bank  at the
beginning  of such  period  cease  to  constitute  a  majority  of the  Board of
Directors  of the  Company  or the Bank,  unless  the  election  of  replacement
directors  was approved by a two-thirds  vote of the initial  directors  then in
office. The Severance  Agreements also provide for a similar lump sum payment in
the event of  Messrs.  Kearn's,  Devlin's,  Feeley's  or  Morrissey's  voluntary
termination of employment  within one year  following a change in control,  upon
the  occurrence,  or within 90 days  thereafter,  of  certain  specified  events
following a change in control,  which have not been  consented  to in writing by
Messrs. Kearn, Devlin,  Feeley or Morrissey,  including (i) the requirement that
they perform their  principal  executive  functions more than 35 miles away from
their  primary  office,  (ii) a reduction in the their base  compensation  as in
effect  prior to the change in control,  (iii) the failure of the Company or the
Bank to provide them with  compensation  and benefits  substantially  similar to
those  provided to them at the time of the change in control  under any employee
benefit plans in which they become a participant, (iv) the assignment to them of
material duties and  responsibilities  other than those normally associated with
their  position with the Bank, and (v) a material  reduction in their  authority
and  responsibility.  In the event that a dispute arises between Messrs.  Kearn,
Devlin,  Feeley or Morrissey and the Bank, as to the terms or  interpretation of
the Severance  Agreements,  they will be reimbursed for all reasonable  expenses
arising  from  such  dispute.  If the  change  in  control  provisions  had been
triggered as of March 31, 2003,  Messrs.  Kearn,  Devlin,  Feeley and  Morrissey
would  have  received  up to  approximately  $281,000,  $295,000,  $262,000  and
$263,000, respectively.

     PENSION PLAN. The following table  illustrates the maximum estimated annual
benefits payable upon retirement  pursuant to the Bank's defined benefit pension
plan based upon the pension plan formula for specified  final  average  earnings
and specified years of service.
<TABLE>
<CAPTION>
     FINAL                                                  YEARS OF SERVICE
    AVERAGE        -----------------------------------------------------------------------------------------------
    EARNINGS             10               15               20              25               30               35
   ---------       -----------------------------------------------------------------------------------------------
<S>                <C>              <C>              <C>             <C>              <C>              <C>
   $ 25,000        $    2,500       $     3,750      $     5,000     $     6,250      $     7,500      $     8,750
     50,000             5,302             7,952           10,603          13,254           15,905           18,556
    100,000            12,802            19,202           25,603          32,004           38,405           44,806
    150,000            20,302            30,452           40,603          50,754           60,905           71,056
    175,000            24,052            36,077           48,103          60,129           72,155           84,181
    200,000            26,302            39,452           52,603          65,754           78,905           92,056
    250,000            26,302            39,452           52,603          65,754           78,905           92,056
    300,000            26,302            39,452           52,603          65,754           78,905           92,056
</TABLE>

     Benefits are  hypothetical  amounts  only.  Currently,  the maximum  annual
benefit  payable under the pension plan is $160,000.  Final average  earnings in
excess of $228,973 are not covered under the pension plan for pre-1994 accruals,
and final  average  earnings  in excess of $190,000  are not  covered  under the
pension plan for post-1993

                                       8
<PAGE>

accruals. "Final average earnings," which are based upon a participant's highest
three  consecutive  years of  compensation,  consist of compensation  that would
appear under the "Salary" and "Bonus" columns of the Summary Compensation Table.
Benefits under the pension plan become 100% vested over a six-year period,  with
20% of such benefits  vesting upon the  completion of each of the second through
sixth years of credited  service  under the pension  plan. As of March 31, 2003,
Messrs. Doherty, Kearn, Devlin, Feeley and Morrissey had approximately 22, nine,
one,  five and ten years,  respectively,  of credited  service under the pension
plan.  Benefits set forth in the  preceding  table are computed as a single life
annuity and are not subject to any deduction for Social Security or other offset
amounts.

DIRECTOR COMPENSATION

     Directors of the Company and the Bank are each paid a fee of $950 and $450,
respectively,  per Board meeting  attended.  The Chairmen of the Audit Committee
and the Security  Committee  each are paid a fee of $660 for each meeting of the
respective committee which they attend in their capacities as chairman.  Members
of both the Audit and Security Committees each receive a fee of $350 per meeting
attended.  The  President  does not receive any  director's  or committee  fees.
Director Terence D. Kenney receives an additional $567 per month as a consulting
fee for services  rendered in connection with the Bank's Woburn  branches.  Bank
Chairman Joseph R. Doherty receives health and life insurance benefits under the
Bank's group plans.

     The Company has established a Deferred  Compensation  Plan for Non-Employee
Directors  pursuant to which  directors  who are not employees of the Company or
the Bank are eligible to defer all or a portion of their director fees. Deferred
fees are credited to an account in a grantor trust and invested in shares of the
Common  Stock.  Shares  allocated to a director's  account are to be paid out in
equal annual  installments  over a three-year  period beginning six months after
the director ceases to be a director.  Shares held in the Deferred  Compensation
Plan for Non-Employee Directors are voted by the trustees in accordance with the
direction of the Board of Directors.  During the year ended March 31, 2003, 719,
155,  90 and 273 shares  were  credited to the  accounts  of  Directors  Boulos,
Bulman,   Goodbody  and  Neri,   respectively,   who  were  the  only  directors
participating in the Deferred Compensation Plan for Non-Employee Directors.

In connection with Joseph R. Doherty's  retirement as Chief Executive Officer of
the Bank effective March 31, 1992, the Bank and Joseph R. Doherty entered into a
Consulting  Agreement  whereby the Bank retained Mr.  Doherty as a consultant to
the Bank and its Board of  Directors  and as Chairman of the Board.  On July 31,
2002, the Bank and Mr. Doherty agreed to terminate his Consulting Agreement.  No
amounts were paid to Mr. Doherty  pursuant to this Consulting  Agreement  during
fiscal 2003. Mr. Doherty receives group health and life insurance  benefits from
the Bank,  which  amounted to $3,865 and $1,147,  respectively,  during the year
ended March 31, 2003.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     GENERAL. The function of administering the Company's executive compensation
policies  is  currently  performed  by the  Finance  Committee  of the  Board of
Directors  of the  Bank,  who are the same  directors  who  comprise  the  Audit
Committee of the Company,  which is composed entirely of independent  directors.
This Committee is responsible for developing and making  recommendations  to the
Board concerning  compensation  paid to the Chief Executive  Officer and each of
the other  executive  officers and for  overseeing  all aspects of the Company's
executive compensation program,  including employee and executive benefit plans.
Because  the  Company  does  not have any  executive  officers  who are not also
executive officers of the Bank, this discussion refers to the executive officers
of the Bank, rather than the Company.

     COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.  The Committee has
sought to design and  implement  an  executive  compensation  program  that will
achieve the following goals:

     o    attract  and retain  qualified  executives  through  competitive  base
          salaries and benefits;
     o    motivate  executive   management  to  achieve   short-term   corporate
          performance goals through cash incentives; and
     o    align the interests of senior  management  with those of  stockholders
          and promote  the  long-term  performance  of the Bank  through  equity
          incentives.

                                       9
<PAGE>

     To achieve  these goals,  the  Committee  has  incorporated  the  following
elements into the Bank's executive compensation program:

     Base  Salaries  and  Benefits.  Working  with an  outside  consultant,  the
Committee has sought to develop a competitive  salary and benefit  structure for
the Bank's  executive  officers.  Based on surveys of compensation  practices at
similarly sized  institutions in the northeastern  United States,  the Committee
has established  recommended  salary ranges for each position level.  The salary
structure  has  been  developed  so that the  midpoint  for  each  salary  range
approximates  the  competitive  market  midpoint  for the  range.  Salaries  are
reviewed  and  adjusted   within  the  range   annually   based  on  competitive
considerations.  The  Committee  seeks to maintain  the  competitiveness  of its
salary  structure by reviewing a comprehensive  analysis of market  compensation
practices at least every two years.

     Management Incentive Program. During the 2002 fiscal year, the Bank adopted
a management  incentive  program  which  provides  cash  incentives  payments to
eligible  members of  management  provided  that certain  corporate  performance
criteria are met.  This plan is reviewed  and  performance  goals are  evaluated
annually.  Under the Incentive Plan, eligible officers may receive bonuses equal
to a specified  percentage  of their  salary  provided  that  various  corporate
performance goals have been satisfied. Performance goals for fiscal 2003 focused
on  return  on  average  assets.  The  Incentive  Plan  provides  for  increased
incentives if corporate performance goals are exceeded.

     Stock  Options.  To better  align the  interests of  management  with those
stockholders and to promote long-term performance,  the Committee has determined
that it should have the ability to compensate  officers  through grants of stock
options based on their contribution to the achievement of corporate  performance
goals and  individual  merit.  For each fiscal year,  the  Committee  reserves a
specified  number of options for grant to eligible  executive  officers with one
half of such options reserved for contribution grants and half for merit grants.
All options are granted with an exercise price equal to the fair market value of
the Common  Stock on the date of grant and a term of ten years.  Option  grants,
however,  are  discretionary  with the  Committee,  and no options  were granted
during fiscal 2003.

     Compensation  of  Chief  Executive  Officer.  For  fiscal  year  2003,  the
Committee  determined to increase the Chief  Executive  Officer's base salary by
approximately  5% after  considering a variety of factors,  including the salary
ranges  previously  established,  the relative  positions of the Chief Executive
Officer and other  executive  officers  within  those  ranges and an analysis of
salaries being paid by Northeast  commercial  banks and savings  institutions in
the asset range of $250 million to $500 million. Based on the Bank's performance
relative to the targets  established  under the  Management  Incentive  Plan for
fiscal 2003, the Chief Executive Officer received a cash bonus of $66,214.

                        MEMBERS OF THE FINANCE COMMITTEE
                         (as the Compensation Committee)

                        GREGORY W. BOULOS
                        PAUL E. BULMAN
                        NANCY D. NERI


     COMPENSATION  COMMITTEE INTERLOCKS AND INSIDER  PARTICIPATION.  The Company
and the Bank had no "interlocking" relationships existing on or after January 1,
1998 in which (i) any  executive  officer of the Company or the Bank served as a
member of the  compensation  committee  (or  other  board  committee  performing
equivalent functions or, in the absence of any such committee,  the entire board
of directors) of another entity (other than the Bank and Company),  one of whose
executive  officers  served on the Audit Committee of the Company or the Finance
Committee of the Bank, (ii) any executive  officer of the Company or Bank served
as a director of another entity,  one of whose executive  officers served on the
Audit  Committee of the Company or the Finance  Committee of the Bank,  or (iii)
any  executive  officer  of the  Company  or the Bank  served as a member of the
compensation committee (or other board committee performing equivalent functions
or, in the absence of any such  committee,  the entire  board of  directors)  of
another  entity  (other  than the  Company  and  Bank),  one of whose  executive
officers  served as a member of the  Company or Bank's  Board of  Directors.  No
member of the  Audit  Committee  of the

                                       10
<PAGE>

Board of  Directors  of the Company or Finance  Committee of the Bank was (a) an
officer or employee of the Company or the Bank or any of its subsidiaries during
the fiscal year ended March 31, 2003, (b) a former officer of the Company or the
Bank or any of its  subsidiaries,  or (c) an insider (i.e.,  director,  officer,
director or officer  nominee,  greater than 5% stockholder,  or immediate family
member of the  foregoing) of the Company and directly or  indirectly  engaged in
transactions with the Company,  the Bank, or any subsidiary  involving more than
the $60,000 during the fiscal year ended March 31, 2003.

STOCK PRICE PERFORMANCE GRAPH

     The graph and table which  follow show the  cumulative  total return on the
Common Stock of the Bank and the Company  from March 31, 1998 through  March 31,
2003 compared with the  cumulative  total return of (i) an index of Nasdaq banks
and (ii) the S&P 500 Index (the "S&P 500"). Cumulative total return on the stock
or the index equals the total  increase in value since March 31, 1998,  assuming
reinvestment of all dividends paid on the stock or the index, respectively.  The
graph and table were  prepared  assuming  that $100 was  invested at the closing
price on March 31, 1998 in the Common  Stock of the Bank and in each index.  The
stockholder   returns  shown  on  the  performance  graph  are  not  necessarily
indicative of the future  performance  of the Common Stock or of any  particular
index.  Up to January 8, 1999,  information is for the Common Stock of the Bank.
After January 8, 1999, information is for the Common Stock of the Company.

                       CUMULATIVE TOTAL SHAREHOLDER RETURN
                  COMPARED WITH PEFORMANCE OF SELECTED INDICES

                     MARCH 31, 1998 THROUGH MARCH 31, 2003

     [Line graph appears here depicting the cumulative total shareholder  return
of $100  invested in the Common Stock as compared to $100 invested in the Nasdaq
Bank Index and the S&P 500 Index.  Line graph begins at March 31, 1998 and plots
the cumulative  return at March 31, 1999,  2000,  2001,  2002 and 2003. The plot
points are provided below.]

<TABLE>
<CAPTION>
                                3/31/98      3/31/99     3/31/00     3/31/01    3/31/02    3/31/03
                                -------      -------     -------     -------    -------    -------
<S>                             <C>             <C>         <C>        <C>         <C>       <C>
Central Bancorp, Inc.           100.0           54.6        49.4       61.2        96.0      109.2
S&P 500                         100.0          118.7       140.5      109.9       110.3       83.0
NASDAQ Bank Index               100.0           81.5        75.0       89.2       109.5      102.7
</TABLE>

                                       11
<PAGE>

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
--------------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS
---------------------------

     (a)  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     Persons and groups  beneficially owning in excess of 5% of the Common Stock
are required to file certain  reports  regarding such ownership  pursuant to the
Securities  Exchange Act of 1934 (the "Exchange  Act"). The following table sets
forth certain  information as to those persons who the Company believes were the
beneficial  owners of more than five percent (5%) of the  Company's  outstanding
shares of Common Stock as of June 30, 2003.
<TABLE>
<CAPTION>
                                                                                     PERCENT OF SHARES
NAME AND ADDRESS                                      AMOUNT AND NATURE               OF COMMON STOCK
OF BENEFICIAL OWNER                               BENEFICIAL OWNERSHIP (1)            OUTSTANDING (2)
-------------------                               ------------------------           ------------------
<S>                                                           <C>                       <C>
Central Co-operative Bank
   Employee Stock Ownership Plan Trust
399 Highland Avenue
Somerville, Massachusetts  02144                              256,079  (3)              15.40%

John D. Doherty
Joseph R. Doherty
Joseph R. Doherty Family Limited
   Partnership, L.P.
399 Highland Avenue
Somerville, Massachusetts  02144                              206,581  (4)              12.42%

Jeffrey A. Miller
Eric D. Jacobs
121 North Wayne Avenue
Suite 103
Wayne, Pennsylvania 19807                                     163,500  (5)               9.83%

Jeffrey L. Gendell
Tontine Financial Partners, L.P.
Tontine Management, L.L.C.
200 Park Avenue, Suite 3910
New York, New York 10166                                      161,400  (6)               9.70%

Financial Edge Fund, L.P.
Financial Edge - Strategic Fund, L.P.
Goodbody/PL Capital, L.P.
PL Capital, LLC
Goodbody/PL Capital LLC
John Wm. Palmer
Richard J. Lashley
Richard J. Fates
20 East Jefferson Avenue, Suite 22
Naperville, Illinois  60540
Richard Fates
95 Rock Maple Avenue
Hamilton, Massachusetts  01982                                154,268  (7)               9.28%

Mendon Capital Advisors Corp.
Anton Villars Schutz
1117 Cheese Factory Road
Honeyue Falls, New York  14472                                113,100  (8)               6.80%

Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California  90401                                97,200  (9)               5.84%

                                       12
<PAGE>
<FN>
______________
(1)  In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
     be the beneficial  owner,  for purposes of this table, of any shares of the
     Common Stock as to which he or she has sole or shared  voting or investment
     power, or has a right to acquire beneficial ownership at any time within 60
     days of June 30, 2003. As used herein,  "voting power" is the power to vote
     or  direct  the  voting of shares  and  "investment  power" is the power to
     dispose or direct the disposition of shares.  Unless  otherwise  indicated,
     the listed  persons have direct  ownership and sole voting and  dispositive
     power.
(2)  For purposes of calculating  percentage ownership,  the number of shares of
     Common Stock outstanding includes any shares which the beneficial owner has
     the right to acquire within 60 days of June 30, 2003.
(3)  Of the shares beneficially owned by the Central  Co-operative Bank Employee
     Stock Ownership Plan Trust ("ESOP"),  131,178 shares have been allocated to
     participating  employees over which shares Directors Boulos and Kenney,  as
     co-trustees of the ESOP (the "ESOP Trustees"), may be deemed to have shared
     voting  and  sole  investment  power,  and  124,901  shares  have  not been
     allocated, as to which shares the ESOP Trustees generally would vote in the
     same   proportion   as  voting   directions   received   from  voting  ESOP
     participants.
(4)  Includes  13,837 shares of Common Stock allocated to the account of John D.
     Doherty in the ESOP. John D. Doherty disclaims  beneficial ownership of any
     shares held by Joseph R.  Doherty or the Joseph R. Doherty  Family  Limited
     Partnership,  L.P.,  and Joseph R. Doherty and the Joseph R. Doherty Family
     Limited Partnership,  L.P. disclaim beneficial ownership of any shares held
     by John D. Doherty.
(5)  According to their  statement  on Schedule 13D filed May 16, 2003,  each of
     the reporting  persons shares voting and dispositive  power over the listed
     shares.
(6)  According to their  statement on Schedule 13G as amended  filed January 22,
     2002, each of the reporting persons shares voting and dispositve power over
     the listed shares.
(7)  According to Amendment No. 14 to their  Schedule  13D,  filed May 30, 2003,
     includes  113,900 and 27,100 shares owned by Financial Edge Fund,  L.P. and
     Financial Edge-Strategic Fund, L.P., respectively, whose general partner is
     PL  Capital,  LLC of which  Messrs.  Palmer and  Lashley  are the  managing
     members,  12,168 shares held by  Goodbody/PL  Capital,  L.P.  whose general
     partner is Goodbody/PL Capital, LLC of which Messrs. Palmer and Lashley are
     the managing members and 600 and 500 shares  beneficially  owned by Messrs.
     Lashley and Fates, respectively, in their individual capacities.
(8)  According to their statement on Schedule 13G as amended filed May 15, 2003,
     each of the reporting  persons shares voting and dispositive power over the
     listed shares.
(9)  According to their  statement on Schedule 13G as amended filed February 10,
     2003,  each of the reporting  persons shares voting and  dispositive  power
     over the listed shares.
</FN>
</TABLE>

     (b)  SECURITY OWNERSHIP OF MANAGEMENT

     The  following  table  sets  forth,  as of June 30,  2003,  the  beneficial
ownership of the Common Stock by each of the Company's  directors,  nominees and
Named Executive Officers, and by all directors,  nominees and executive officers
as a group.
<TABLE>
<CAPTION>
                                                              BENEFICIAL OWNERSHIP (1)
                                                    ------------------------------------------------
                                                     NUMBER                        PERCENTAGE OF
NAME                                                OF SHARES                  SHARES OUTSTANDING(2)
----                                                ----------                 ---------------------
<S>                                                 <C>                                 <C>
James F. Linnehan                                         70                             -- %
Richard J. Fates                                         500                            .03
Paul E. Bulman                                            40   (3)                       --
Joseph R. Doherty                                     63,875   (4)                     3.84
Terence D. Kenney                                      1,541   (5)(6)                   .93
Nancy D. Neri                                            200   (3)                      .01
Gregory W. Boulos                                      5,500   (3)(6)                   .33
Albert J. Mercuri, Jr.                                    --   (7)                       --
Edward F. Sweeney, Jr.                                    --   (7)                       --
John D. Doherty                                      142,706   (8)                     8.58
Michael K. Devlin                                         --                             --
David W. Kearn                                        15,350   (9)                      .92
Paul S. Feeley                                         5,500   (10)                     .33
William P. Morrissey                                  11,778   (11)                     .71

All directors, nominees and executive
  officers as a group (14 persons)                   249,801   (12)                   14.86
<FN>
___________
(1)  For  definition  of  beneficial  ownership,  see footnote 1 to the table in
     "Principal Holders of Voting Securities."
(2)  In  calculating  percentage  ownership  for a given  individual or group of
     individuals,  the number of shares of the Common Stock outstanding includes
     unissued shares subject to options  exercisable  within 60 days of June 30,
     2003 held by that individual or group.
(3)  Excludes  shares  credited to their  accounts in the Deferred  Compensation
     Plan for Non-Employee Directors.
(4)  Shares held by the Joseph R. Doherty  Family Limited  Partnership,  L.P. of
     which he is the sole general partner.

                                       13
<PAGE>

(5)  Held jointly with his spouse.
(6)  Does not include  256,079  shares held by the ESOP,  over which  shares the
     ESOP Trustees, Directors Boulos and Kenney, may be deemed to have shared or
     sole voting and/or investment power.
(7)  In accordance with the Company's Bylaws,  Messrs.  Mercuri and Sweeney have
     advised the Company that they will each acquire  Common Stock with a market
     value of not less than $1,000 prior to becoming a director.
(8)  Includes  13,837  shares of Common  Stock  allocated  to his account in the
     ESOP.
(9)  Includes 6,472 shares allocated to his account in the ESOP and 8,878 shares
     which he has the right to acquire pursuant to options exercisable within 60
     days of June 30, 2003.
(10) Includes 2,378 shares allocated to his account in the ESOP and 3,122 shares
     which he has the right to acquire pursuant to options exercisable within 60
     days of June 30, 2003.
(11) Includes 6,408 shares allocated to his account in the ESOP and 5,370 shares
     which he has the right to acquire pursuant to options exercisable within 60
     days of June 30, 2003.
(12) Includes  17,370  shares of Common Stock which may be acquired  pursuant to
     stock options  exercisable  within 60 days of June 30, 2003,  29,095 shares
     allocated to the ESOP accounts of executive  officers and 2,741 shares held
     by the trust for the Deferred Compensation Plan for Non-Employee  Directors
     which are voted as  directed  by the Board of  Directors.  Does not include
     unallocated  shares held by the ESOP,  over which shares the ESOP  Trustees
     may be deemed to have shared or sole voting and/or investment power.
</FN>
</TABLE>

     (c)  CHANGES IN CONTROL

          Not applicable.

     (d)  EQUITY COMPENSATION PLANS

          The  Company  has adopted  the 1999 Stock  Option and  Incentive  Plan
          pursuant to which equity may be awarded to participants. This plan has
          been approved by stockholders.

          The following table sets forth certain information with respect to the
          Company's equity compensation plans as of March 31, 2003.
<TABLE>
<CAPTION>
                                                (a)                            (b)                               (c)
                                                                                                  NUMBER OF SECURITIES REMAINING
                                                                                                  AVAILABLE FOR FUTURE ISSUANCE
                                  NUMBER OF SECURITIES TO BE ISSUED    WEIGHTED-AVERAGE EXERCISE     UNDER EQUITY COMPENSATION
                                    UPON EXERCISE OF OUTSTANDING         PRICE OF OUTSTANDING       PLANS (EXCLUDING SECURITIES
PLAN CATEGORY                       OPTIONS, WARRANTS AND RIGHTS     OPTIONS, WARRANTS AND RIGHTS    REFLECTED IN COLUMN (a))
-------------                     ---------------------------------  ----------------------------  -----------------------------
<S>                                            <C>                           <C>                            <C>
Equity compensation plans                      31,474                        $18.572                        33,299
  approved by security holders

Equity compensation plans not                    0                              0                             0
  approved by security holders

       Total (1)                               31,474                        $18.572                        33,299
<FN>
______________
(1)  The 1999 Stock  Option and  Incentive  Plan  provides  for a  proportionate
     adjustment  to the number of shares  reserved  thereunder in the event of a
     stock split, stock dividend reclassification or similar event.
</FN>
</TABLE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

     The Company engages in  transactions  with affiliates of the Company on the
same terms and other conditions as those offered to unaffiliated parties.  Loans
by the Bank made to  Directors,  officers and employees are made in the ordinary
course of business,  on substantially the same terms,  including interest rates,
collateral  and repayment  terms as those  prevailing at the time for comparable
transactions with other persons, and do not involve more than the normal risk of
collectibility or present other unfavorable features. Massachusetts law provides
that  co-operative  banks are  limited  in the  amount of money they may lend an
officer of the Bank.  These  limits  are  $500,000  for a mortgage  on a primary
residence,  $150,000  loans for  educational  purposes and $35,000 for all other
types  of  loans in  total.  This  restriction  does  not  apply to  non-officer
employees of the Bank or to its outside  Directors.  Any loans existing prior to
the

                                       14
<PAGE>

implementation of this restriction are  grandfathered.  The same loans available
to the public are available to Directors,  officers and employees of the Company
and Bank.

     In August 2001,  the Company  agreed to lend the ESOP  sufficient  funds to
acquire up to an additional  5% of the  outstanding  Common  Stock.  In February
2003,  the Company  agreed to lend the ESOP up to  approximately  $3,200,000  to
purchase  additional shares of the outstanding Common Stock. The ESOP's trustees
are Directors Boulos and Kenney.  As of March 31, 2003, the Company had lent the
ESOP an aggregate of $3,795,000,  of which  $3,660,000 was  outstanding at March
31, 2003. The ESOP loans bear interest at the prime rate.

                                       15
<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) 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.


Date: July 29, 2003                By:/s/ John D. Doherty
                                      -----------------------------------------
                                      John D. Doherty
                                      President and Chief Executive Officer
                                      (Duly Authorized Representative)

<PAGE>

                                  CERTIFICATION


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

     1. I have reviewed  this annual  report on Form 10-K/A of Central  Bancorp,
Inc.;

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

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

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

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

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

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

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

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

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

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

Date: July 29, 2003

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

<PAGE>


                                  CERTIFICATION

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

     1. I have reviewed  this annual  report on Form 10-K/A of Central  Bancorp,
Inc.;

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

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

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

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

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

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

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

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

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

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

Date: July 29, 2003


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