================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                FORM 10-K/A 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, 2002

                                       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. [ ]

     The aggregate market value of the voting stock held by nonaffiliates of the
registrant was  approximately  $25.5 million based on the closing sales price of
the  registrant's  common stock as reported on the Nasdaq  National Market SM on
June 21,  2002  ($30.00  per share).  Solely for  purposes of this  calculation,
directors,  executive  officers and greater than 5% stockholders  are treated as
affiliates.

     As of June 21, 2002, there were issued and outstanding  1,632,789 shares of
the  registrant's  common  stock,  par value  $1.00 per share (of which  781,028
shares were deemed held by affiliates).

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

EXPLANATION FOR AMENDMENT:

     The Annual Report on Form 10-K of Central Bancorp, Inc. (the "Company") for
the fiscal  year ended  March 31,  2002 (the  "2002 Form  10-K")  filed with the
Securities and Exchange  Commission (the "Commission") on June 28, 2002 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  2002  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 2002 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,  2002 as  required  by
Instruction G.(3), Items 10, 11, 12 and 13 in Part III of the 2002 Form 10-K are
hereby amended by deleting the texts thereof in their entirety and  substituting
therefor the following:


                                       2
<PAGE>
                                    PART III

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

     Set forth below is information  about the directors 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.  Each current director became a director of the Company upon
its incorporation in 1998, except for John G. Quinn who was elected to the Board
of  Directors  in 1999 and  Nancy D.  Neri,  who was  appointed  to the Board of
Directors in 1999.  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           PRESENT
                                           POSITIONS WITH                        APPOINTED           TERM TO
NAME                        AGE              THE COMPANY                     DIRECTOR OF BANK        EXPIRE
----                        ---            ---------------                   ----------------        -------
<S>                         <C>       <C>                                        <C>                   <C>
Marat E. Santini            77        Director of the Company and the            1972                  2002
                                      Bank
John F. Gilgun, Jr.         78        Director of the Company and the            1987                  2002
                                      Bank
John G. Quinn               39        Director of the Company and the            1999                  2002
                                      Bank
Joseph R. Doherty           78        Chairman, Director of the                  1958                  2003
                                      Company and the Bank
Terence D. Kenney           86        Director of the Company and the            1975                  2003
                                      Bank
Nancy D. Neri               46        Director of the Company and the            1999                  2003
                                      Bank
Gregory W. Boulos           45        Director of the Company and the            1998                  2004
                                      Bank
John D. Doherty             44        President, Chief Executive                 1983                  2004
                                      Officer and Director of the
                                      Company, the Bank, Central
                                      Securities Corporation ("Central
                                      Securities") and Central
                                      Preferred Capital Corporation
                                      ("Central Preferred")
David W. Kearn              60        Senior Vice President - Lending             --                    --
                                      and Retail Banking; Director of
                                      Central Securities and Central
                                      Preferred
Michael K. Devlin           51        Senior Vice President,                      --                    --
                                      Treasurer/Chief Financial
                                      Officer of the Company
                                      and the Bank; Treasurer and
                                      Director of Central Securities
Paul S. Feeley              55        Senior Vice President and                   --                    --
                                      Chief Information Officer;
                                      Treasurer and Director of
                                      Central Preferred
William P. Morrissey        74        Senior Vice President -                     --                    --
                                      Corporate Affairs
</TABLE>

                                       3
<PAGE>

     MARAT E.  SANTINI  was the  Office  Manager  of  Santini,  Inc.,  a general
construction contractor located in Arlington,  Massachusetts,  until January 31,
1990. He is now retired and acts as a consultant to Santini, Inc.

     JOHN F. GILGUN, JR., is the sole owner of the John F. Gilgun Agency, a real
estate  agency  located in Woburn,  Massachusetts.  He is a member of the Woburn
Lodge of Elks and the  American  Legion.  Mr.  Gilgun is the former Mayor of the
City of Woburn, Massachusetts.

     JOHN G. QUINN has been the  President of Quinn  Printing  Company,  Inc., a
printing and graphics firm located in Newton, Massachusetts, since 1990. He is a
member of Catholic Charities, the Genesis Fund, the Art Institute of Boston, the
Treasurers  Club of  Boston,  the  Financial  Executives  Institute  of  Boston,
Printing  Industry of New  England,  Printing  Industry of America and the Small
Business  Association  of New England.  Mr. Quinn is also active in Tenacity,  a
non-profit program for inner-city youth, and Coats for Kids.

     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. As of March 31, 1992,  Mr.  Doherty  retired as
Chief Executive Officer of the Bank,  although he remains Chairman of the Board.
Mr.  Doherty is the father of President  and Chief  Executive  Officer,  John D.
Doherty.

     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 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.

     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, 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, the National Association of Realtors, a Trustee of Mercy Hospital, and
Director of Wayneflete School.

     JOHN D. DOHERTY is the President and Chief Executive Officer of the Company
and 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 1,
1992,  Mr.  Doherty  also became the Chief  Executive  Officer of the Bank.  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, a past president of the Economy Club
of Cambridge  and a former  Lieutenant  of the Hamilton  Auxiliary  Police.  Mr.
Doherty is the son of Chairman of the Board Joseph R. Doherty.

     DAVID W. KEARN  joined  the Bank in June 1993 as Senior  Vice  President  -
Retail  Banking.  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.

                                       4
<PAGE>

     MICHAEL  K.  DEVLIN  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  subsidiary,  Central Securities  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  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 Senior  Vice  President,  Chief  Financial  Officer  and Clerk of the
Corporation at The Cooperative Bank of Concord, Acton, Massachusetts. Mr. Feeley
also  serves  as  a  director  and  treasurer  of  Central   Preferred   Capital
Corporation.

     WILLIAM  P.  MORRISSEY  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.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under the  Securities  Exchange  Act of 1934,  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 reports of changes in beneficial ownership were
required,  the Company  believes during the fiscal year ended March 31, 2002 and
the prior fiscal year all Reporting  Persons have complied with these  reporting
requirements,  except for John F. Gilgun,  Jr. who was delinquent  reporting one
transaction.

                                       5
<PAGE>

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 each other  executive  officer of the Company whose
salary and bonus  earned in fiscal  year 2002  exceeded  $100,000  for  services
rendered  in all  capacities  to the Company  and its  subsidiaries  (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                     2002    $  272,160    $     --       $      --                --         $ 31,842
  President and Chief               2001       259,200      51,760              --            12,573           32,401
  Executive Officer                 2000       244,915      45,000              --            13,066           29,731

David W. Kearn                      2002       133,505          --              --                --           20,644
  Senior Vice President/            2001       127,148      20,343              --             4,354           23,311
  Lending and Retail Banking        2000       121,536      20,000              --             4,524           21,929

Paul S. Feeley                      2002       124,405          --              --                --           12,874
  Senior Vice President/            2001       120,781      14,493              --             2,757           15,299
  Chief Information Officer         2000       114,942      10,000              --             2,865           15,873

William P. Morrissey                2002       121,133          --              --                --           19,359
  Senior Vice President for         2001       115,365      13,843              --             2,634           21,450
  Corporate Affairs                 2000       109,731      10,000              --             2,736           19,316
<FN>
____________
(1)  Reflects fiscal year for which bonus was earned.  For fiscal 2002, no bonus
     was earned under the Bank's Management Incentive Plan.
(2)  Does not include  perquisites which totaled less than ten percent of annual
     salary and bonus.
(3)  For  fiscal  year  2002,  consists  of  $4,250,  $2,625,  $636 and  $2,625,
     respectively,   in  Company   contributions  to  the  defined  contribution
     retirement plan, $1,123, $1,207, $1,207 and $1,207,  respectively,  in paid
     life  insurance  premiums and the value of 1,195,  759, 498 and 701 shares,
     based on $22.15 per share (the last  reported  sale price of such shares on
     the effective date of the allocation,  October 31, 2001),  allocated to the
     ESOP   accounts  of  Messrs.   Doherty,   Kearn,   Feeley  and   Morrissey,
     respectively.
</FN>
</TABLE>

     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
2002.

<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             25,000           $116,010       25,639             --         $ 237,869       $      --
David W. Kearn                --                --           8,878             --            82,369              --
Paul S. Feeley                --                --           5,622             --            52,160              --
William P. Morrissey          --                --           5,370             --            49,824              --
<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, 2002
     ($27.75 per share based on the  closing  sale price  reported on the Nasdaq
     National  Market SM) 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>

                                       6
<PAGE>

     EMPLOYMENT,  CONSULTING 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 $272,160.
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" 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, 2002,  Mr. John D. Doherty would
have received up to approximately $850,000.

     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.
Pursuant to the Consulting Agreement,  Mr. Doherty receives $100,000 annually in
addition  to  use  of  an  office  and  secretary,   reimbursement  for  certain
business-related dues and expenses, group health and life insurance benefits for
him and  his  dependents  and use of an  automobile.  The  Consulting  Agreement
currently  provides  for a term of one year and is subject to  automatic  annual
extensions for additional one-year periods,  unless written notice from the Bank
or Mr. Doherty directs  otherwise.  Mr.  Doherty's  Consulting  Agreement may be
terminated by the Board of Directors at any time for "just cause," as defined in
the Consulting  Agreement.  In addition,  the Board may terminate Mr. Doherty at
any time for reasons other than "just cause," however,  under such circumstances
Mr.  Doherty  shall be entitled  to the salary and  benefits  payable  under the
Consulting  Agreement  until its  expiration.  Mr.  Doherty  may  terminate  the
Consulting  Agreement  upon giving the Board of Directors 60 days prior  written
notice.  During fiscal 2002, Mr. Doherty waived the receipt of all  compensation
and the use of the  automobile  under this  Consulting  Agreement  due to health
reasons.  He did receive  directors fees of $10,050 for Board meetings  attended
during  fiscal  2002 and health  and life  insurance  benefits  in the amount of
$3,437 and $1,146, respectively.

                                       7
<PAGE>

     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, 2002,  Messrs.  Kearn,  Devlin,  Feeley and  Morrissey
would  have  received  up to  approximately  $267,000,  $295,000,  $249,000  and
$242,000, 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>
     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             5,528             8,292           11,056          13,820           16,583           19,347
    100,000            13,028            19,542           26,056          32,570           39,083           45,597
    150,000            20,528            30,792           41,056          51,320           61,583           71,847
    175,000            24,278            36,417           48,556          60,695           72,833           84,972
    200,000            25,028            37,542           50,056          62,570           75,083           87,597
    250,000            25,028            37,542           50,056          62,570           75,083           87,597
    300,000            25,028            37,542           50,056          62,570           75,083           87,597
</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 $180,000  are not  covered  under the
pension plan for post-1993  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

                                       8
<PAGE>

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, 2002,  Messrs.
Doherty,  Kearn, Feeley and Morrissey had approximately 20, eight, four and nine
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  are each paid a fee of $450 per  Board  meeting
attended.  The  Chairmen  of the Finance  Committee  and the  Security  (or loan
review) 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
Finance 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.  Chairman
Doherty  receives  $800 per meeting as a Director  and a member of the  Security
Committee.

     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, 2002, 1,100
and 403 shares were  credited  to the  accounts  of  Directors  Boulos and Neri,
respectively,  who  were  the  only  directors  participating  in  the  Deferred
Compensation Plan for Non-Employee Directors.

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,  which is composed  entirely of outside  directors.  The 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.

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

     BASE SALARIES AND BENEFITS. Working with outside consultants, the Committee
has  developed  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.

                                       9
<PAGE>

     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.  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
2002 focused on Bank  profitability.  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 specified  senior  officers  should be compensated  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 2002.

     COMPENSATION  OF  CHIEF  EXECUTIVE  OFFICER.  For  fiscal  year  2002,  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, the
Chief Executive Officer did not receive a cash bonus.

                        MEMBERS OF THE FINANCE COMMITTEE
                        (which serves as the Compensation Committee)

                        GREGORY W. BOULOS
                        TERENCE D. KENNEY
                        NANCY D. NERI
                        JOHN G. QUINN

     COMPENSATION  COMMITTEE INTERLOCKS AND INSIDER  PARTICIPATION.  The Company
and Bank had no  "interlocking"  relationships  existing on or after  January 1,
1997 in which (i) any  executive  officer of 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,  one of whose executive officers served on the Finance Committee
of the Bank,  (ii) any  executive  officer of the Bank  served as a director  of
another entity,  one of whose executive officers served on the Finance Committee
of the Bank,  or (iii) any  executive  officer of 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, one of whose executive officers served as a member
of the Bank's  Board of  Directors.  No member of the Finance  Committee  of the
Board of  Directors of the Company or 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, 2002, (b) (other than Director Kenney) 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 or the Bank and  directly  or
indirectly  engaged in  transactions  with the Bank or any subsidiary  involving
more than the $60,000 during the fiscal year ended March 31, 2002.

                                       10
<PAGE>
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, 1997 through  March 31,
2002  compared  with the  cumulative  total  return  of (i) an  index of  Nasdaq
commercial  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, 1997, 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,  1997 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
Central Co-operative Bank. After January 8, 1999,  information is for the Common
Stock of Central Bancorp, Inc.

                       CUMULATIVE TOTAL SHAREHOLDER RETURN
                  COMPARED WITH PEFORMANCE OF SELECTED INDICES

     [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, 1997 and plots
the cumulative  return at March 31, 1998,  1999,  2000,  2001 and 2002. The plot
points are provided below.]


<TABLE>
<CAPTION>
                         3/31/97   3/31/98   3/31/99  3/31/00  3/31/01  3/31/02
                         -------   -------   -------  -------  -------  -------
<S>                       <C>       <C>       <C>       <C>     <C>      <C>
Central Bancorp, Inc.     100.0     197.4     107.8     97.5    120.8    189.6
S&P 500                   100.0     148.3     176.1    208.3    163.0    163.6
NASDAQ Bank Index         100.0     160.8     131.1    120.5    143.5    176.1
</TABLE>


                                       11
<PAGE>

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

     (a)  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The following table sets forth, as of March 31, 2002,  certain  information
as to those  persons who were the  beneficial  owners of more than five  percent
(5%) of the Company's outstanding shares of Common Stock.
<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                           150,636  (3)                9.23%

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  (4)                9.88%

Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California  90401                            102,400                     6.27%

John D. Doherty
Joseph R. Doherty
Joseph R. Doherty Family Limited
   Partnership, L.P.
399 Highland Avenue
Somerville, Massachusetts  02144                           202,205  (5)               12.19%

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
Garrett Goodbody
20 East Jefferson Avenue, Suite 22
Naperville, Illinois  60540
Richard Fates
95 Rock Maple Avenue
Hamilton, Massachusetts  01982                             155,368  (6)                9.52%
<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 March 31, 2002. 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 March 31, 2002.
(3)  Of the shares beneficially owned by the Central  Co-operative Bank Employee
     Stock Ownership Plan Trust ("ESOP"),  125,973 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  24,663  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)  According to their  statement on Schedule 13G as amended  January 22, 2002,
     each of the reporting  persons shares voting and dispositve  power over the
     listed shares.
(5)  Includes  25,639 shares of Common Stock which John D. Doherty has the right
     to acquire  pursuant to stock options  exercisable  within 60 days of March
     31, 2002 and 12,661  shares  allocated to his account in the ESOP.  Each of
     John D. Doherty, Joseph R. Doherty and the Joseph R. Doherty Family Limited
     Partnership,  L.P. disclaims beneficial ownership of any shares held by the
     other.
(6)  According to Amendment No. 6 to their  Schedule  13D,  filed June 12, 2002,
     includes  113,900 and 23,200 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.


                                       12
<PAGE>

     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, Lashley and Goodbody are the managing members and
     600, 5,000 and 500 shares beneficially owned by Messrs.  Lashley,  Goodbody
     and Fates, respectively, in their individual capacities.
</FN>
</TABLE>

     (b)  SECURITY OWNERSHIP OF MANAGEMENT

     The following  table provides  information as of March 31, 2002  concerning
ownership of the  Company's  Common Stock (which  constitutes  its only class of
equity  securities) each of its directors,  the Named Executive Officers and all
executive  officers and directors as a group. Each person listed has sole voting
and  investment  power with  respect to the shares  listed  across from his name
except as noted otherwise.
<TABLE>
<CAPTION>
                                                             BENEFICIAL OWNERSHIP (1)
                                                    ------------------------------------------------
                                                     NUMBER                        PERCENTAGE OF
NAME                                                OF SHARES                  SHARES OUTSTANDING(2)
----                                                ---------                  ---------------------
<S>                                                    <C>                             <C>
Marat E. Santini                                       2,363                           0.14%
John F. Gilgun, Jr.                                    1,575                           0.09%
John G. Quinn                                          1,200                           0.07%
Joseph R. Doherty                                     60,675                           3.72%
Terence D. Kenney1,                                      541 (3)                       0.09%
Nancy D. Neri                                            200 (4)                       0.01%
Gregory W. Boulos                                      5,500 (3)(4)                    0.34%
John D. Doherty                                      141,530 (5)                       8.53%
David W. Kearn                                        14,706 (6)                       0.90%
Paul S. Feeley                                         7,610 (7)                       0.46%
William P. Morrissey                                  11,162 (8)                       0.68%

All directors and executive
  officers as a group (12 persons)                   249,565 (9)                      14.87%
<FN>
-----------
(1)  For definition of beneficial ownership, see footnote 1 to the table in Item
     12(a) of this Annual Report on Form 10-K.
(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 March 31,
     2002 held by that individual or group.
(3)  Does not include  150,636  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.
(4)  Excludes  shares  credited to their  accounts in the Deferred  Compensation
     Plan for Non-Employee Directors.
(5)  Includes  25,639  shares of Common  Stock which he has the right to acquire
     pursuant to stock options  exercisable within 60 days of March 31, 2002 and
     12,661 shares allocated to his account in the ESOP.
(6)  Includes 5,828 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 March 31, 2002.
(7)  Includes 1,988 shares allocated to his account in the ESOP and 5,622 shares
     which he has the right to acquire pursuant to options exercisable within 60
     days of March 31, 2002.
(8)  Includes 5,792 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 March 31, 2002.
(9)  Includes  45,509  shares of Common Stock which may be acquired  pursuant to
     stock options  exercisable  within 60 days of March 31, 2002, 26,269 shares
     allocated to the ESOP  accounts of  directors  and  executive  officers and
     1,503  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

     The Company is not aware of any  arrangements,  including any pledge by any
person of securities of the Company,  the operation of which may at a subsequent
date result in a change of control of the Company.

     (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.

                                       13
<PAGE>

     The  following  table sets forth  certain  information  with respect to the
Company's Equity Compensation Plans:
<TABLE>
<CAPTION>
                                                                                              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
  approved by security holders           59,613                      $ 18.448                     33,299

Equity compensation plans not
  approved by security holders              0                            0                           0

      Total (1)
<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,  recapitalization  or
          similar event.
</FN>
</TABLE>

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

     The Bank engages in  transactions  with  affiliates of the Bank 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  $275,000  for a mortgage  on a primary
residence,  $75,000  loans for  educational  purposes  and $20,000 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  implementation  of this  restriction  are  grandfathered.  The  same  loans
available to the public are available to Directors, officers and employees.

     In August 2001,  the Company  agreed to lend the ESOP  sufficient  funds to
acquire up to an  additional  5% of the  outstanding  Common  Stock.  The ESOP's
trustees are Directors Boulos and Kenney.  As of March 31, 2002, the Company had
lent  the  ESOP an  aggregate  of  $199,000  which  was the  highest  amount  of
indebtedness  outstanding  since the beginning of the 2002 fiscal year. The ESOP
loan bears interest at the prime rate. In addition, the ESOP was indebted to the
Bank in the amount of $107,000 on a loan  originally  made in 1997. From time to
time, the Bank retains  Santini,  Inc., a firm controlled by members of Director
Santini's  immediate  family, to perform various general  contracting  services.
During  fiscal 2002,  the Bank paid  Santini,  Inc. a total of $145,420 for such
services.


                                       14
<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 24, 2002        By:/s/ Michael K. Devlin
                               ----------------------------------------------
                               Michael K. Devlin
                               Senior Vice President, Treasurer, Chief
                               Financial Officer and Duly Authorized
                               Representative