================================================================================
                                  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, 2004

                                       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 pursuant to Section 12(b) of the Act: NONE
                                                                    ----

           Securities registered pursuant to 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 Rule 12b-2 of the Act). Yes    No X
                                      ---   ---

     The  aggregate  market value of voting stock held by  nonaffiliates  of the
registrant  at March  31,  2004 was  approximately  $22.4  million  based on the
closing  sale  price of the  registrant's  Common  Stock as listed on the Nasdaq
National  MarketSM  as of  September  30, 2003  ($34.73  per share).  Solely for
purposes of this calculation,  directors, executive officers and greater than 5%
stockholders are treated as affiliates.

     At June 25, 2004, the registrant had 1,664,957  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,  2004 (the  "2004 Form  10-K")  filed with the
Securities and Exchange  Commission (the "Commission") on June 28, 2004 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
         Item 14.        Principal Accountant Fees and Services
         Item 15.        Exhibits, Financial Statement Schedules, and Reports on
                          Form 8-K


     As  originally  filed,  the  Company's  2004  Form  10-K  incorporated  the
information required by Items 10, 11, 12, 13 and 14 of Form 10-K by reference to
the  Company's  Definitive  Proxy  Statement  for its  2004  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, 2004 as required
by Instruction  G.(3),  Items 10, 11, 12, 13 and 14 in Part III of the 2004 Form
10-K are hereby  amended by deleting  the texts  thereof in their  entirety  and
substituting   therefore  the  following  text.  In  addition,  the  Company  is
furnishing updated Exhibits 31.1, 31.2 and 32, which requires that the full text
of Item 15 be amended,  pursuant to Exchange Act Rule 12b-15. Therefore, Item 15
in Part IV of the 2004 Form 10-K is also  hereby  amended by  deleting  the text
thereof in its entirety and substituting the following text.












                                       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.  Directors  Joseph R. Doherty,
Gregory W. Boulos and John D. Doherty were appointed as directors of the Company
in 1998 in connection with the  incorporation  and  organization of the Company.
All other  directors  were appointed to the Board of Directors of the Company in
the  years  indicated  on the  table  below.  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            Present
                                                             Positions with                Director of           Term to
Name                                    Age                   the Company                Company or Bank          Expire
----                                    ---                  --------------              ---------------         -------
<S>                                     <C>                       <C>                          <C>                 <C>

Joseph R. Doherty                       80        Director of the Company and the Bank        1958                 2006
Gregory W. Boulos                       47        Director of the Company and the Bank        1998                 2004
John D. Doherty                         47        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                          66        Director of the Company and the Bank        2002                 2005
James F. Linnehan                       83        Director of the Company and the Bank        2003                 2005
Richard J. Fates                        59        Director of the Company and the Bank        2002                 2005
Albert J. Mercuri, Jr.                  47        Director of the Company                     2003                 2004
Edward F. Sweeney, Jr.                  63        Director of the Company and the Bank        2003                 2006
Richard J. Lashley                      46        Director of the Company and the Bank        2003                 2006
John J. Morrissey                       37        Director of the Company                     2003                 2005
David W. Kearn                          62        Senior Vice President - Lending;             --                   --
                                                  Director of Central Securities
                                                  Corporation and Central Securities
                                                  Corporation II
Michael K. Devlin                       53        Senior Vice President,                       --                   --
                                                  Treasurer/Chief Financial
                                                  Officer of the Company
                                                  and the Bank; Treasurer and
                                                  Director of Central Securities
                                                  Corporation and Central Securities
                                                  Corporation II
Paul S. Feeley                          57        Senior Vice President and                    --                   --
                                                  Chief Information Officer of the
                                                  Company and the Bank
William P. Morrissey                    76        Senior Vice President - Corporate            --                   --
                                                  Affairs of the Company and the Bank

</TABLE>

                                       3
<PAGE>

     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  Securities  Corporation II. 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  Banks  Employees  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.

     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.

     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.

     JOHN J.  MORRISSEY  is a partner  with the law firm of Quinn and  Morris in
Boston, Massachusetts. Since 1999, he has served as a member of the Board of Bar
Overseers' Hearing Committee for Plymouth and Norfolk Counties in Massachusetts,
which  investigates  complaints of attorney  misconduct  and makes  findings and
recommendations  for discipline to the Supreme  Judicial Court.  Since 2000, Mr.
Morrissey has served as a member of the Medical Malpractice Tribunal for Suffolk
County,  Massachusetts,  which hears medical  malpractice claims to determine if
the evidence is  sufficient  for judicial  inquiry  without  posting a statutory
bond.  Mr.  Morrissey  also serves as a member of the Board of  Governors of the
Massachusetts  Academy  of Trial  Attorneys  and as a Regional  Delegate  of the
Massachusetts  Bar  Association.  John J.  Morrissey  is the son of  William  P.
Morrissey,  the  Company's  and the Bank's  Senior Vice  President for Corporate
Affairs.



                                       4
<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.

     RICHARD J. LASHLEY is a  Principal,  and  co-founder  and  co-owner,  of PL
Capital,  LLC, an investment  management and investment  banking firm located in
Naperville,  Illinois,  specializing  in  the  banking  and  financial  services
industries.  He also is a General Partner, and co-founder and co-manager, of the
following  investment  partnerships:  Financial  Edge  Fund,  LP  (since  1996),
Financial  Edge-Strategic  Fund,  LP  (since  September  1998)  and  Goodbody/PL
Capital,  LP (since December 2000).  PL Capital,  LLC,  Financial Edge Fund, LP,
Financial  Edge-Strategic  Fund, LP,  Goodbody/PL  Capital,  LLC and Goodbody/PL
Capital,  LP  collectively  beneficially  own in excess  of 5% of the  Company's
outstanding  Common Stock. See "Principal  Holders of Voting  Securities."  From
1998 to 2001,  he  served  as  Managing  Member  of  Bureaus/PL  Portfolio  LLC,
Evanston,  Illinois, an investor in non-performing  credit card receivables.  He
has served since 1997 as an advisory board member of Clever Ideas-LeCard,  Inc.,
Chicago,  Illinois,  a specialty finance and marketing  company.  He served as a
director of Haven Bancorp, Inc., Westbury, New York, from 2000 to 2001, Security
Financial  Bancorp,  Inc.,  St.  John,  Indiana,  from 2000 to 2003 and Franklin
Bancorp, Inc., Southfield, Michigan, from 2001 to 2004.

     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  conducted  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,  62, joined the Bank in June 1993 and  currently  serves as
the Senior Vice  President  - Lending of the Company and the Bank.  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
Securities Corporation II.

     MICHAEL  K.  DEVLIN,  53,  joined the Bank in  February  2002 and serves as
Senior Vice President,  Treasurer and Chief Financial Officer of the Company and
the Bank. He also serves as a director and treasurer of the Bank's subsidiaries,
Central Securities  Corporation and Central Securities Corporation II. 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.



                                       5
<PAGE>

     PAUL S. FEELEY,  57, joined the Bank in July 1997 as Senior Vice President,
Treasurer and Chief Financial Officer and became Senior Vice President and Chief
Information  Officer of the Company and the Bank 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 and serves as
Senior Vice  President for Corporate  Affairs  representing  the Company and the
Bank in outside  banking and  business  organizations.  Mr.  Morrissey is former
chairman  and a current  member 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  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,  2004 all  Reporting
Persons have complied with these reporting  requirements,  except that Directors
Lashley and Sweeney each filed one late report on Form 3.

AUDIT COMMITTEE

     The Company has a separately  designated  Audit  Committee  established  in
accordance  with Section  3(a)(58)(A)  of the Exchange Act. The Company's  Audit
Committee meets quarterly to review reports  prepared by the Company's  internal
auditing  firm.  In  addition,   the  Audit  Committee   engages  the  Company's
independent  auditors  with whom it meets to  review  the  planning  for and the
results of the annual audit of the Company's  consolidated financial statements.
The members of the Audit Committee are Directors  James F. Linnehan  (Chairman),
Richard  J.  Fates and Albert J.  Mercuri,  Jr. All of the  members of the Audit
Committee  are  independent  within the meaning of the National  Association  of
Securities Dealers,  Inc.'s listing standards.  The Company's Board of Directors
has  determined  that one  member of the  Audit  Committee,  James F.  Linnehan,
qualifies as an "audit committee  financial expert" as defined in Section 401(h)
of Regulation S-K  promulgated by the U.S.  Securities and Exchange  Commission.
Director   Linnehan  is   "independent,"   as  such  term  is  defined  in  Item
7(d)(3)(iv)(A) of Schedule 14A under the Exchange Act.

NOMINATION PROCEDURES TO BE FOLLOWED BY STOCKHOLDERS

     Any stockholder  wishing to recommend a candidate for  consideration by the
Nominating  Committee as a possible director nominee for election at an upcoming
annual  meeting of  stockholders  must provide  written notice to the Nominating
Committee of such  stockholder's  recommendation  of a director nominee no later
than March 31 preceding  the annual  meeting of  stockholders.  Notice should be
provided to: Secretary and Clerk,  Central  Bancorp,  Inc., 399 Highland Avenue,
Somerville, Massachusetts 02144.

CODE OF ETHICS

     The  Company has  adopted a Code of Ethics  that  applies to the  Company's
Officers,  directors and employees. The Code of Ethics was filed with the SEC on
April 13, 2004 in a Current Report on Form 8-K.



                                       6
<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 the four other most highly  compensated  executive
officers of the Company in fiscal year 2004 (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                     2004    $  298,102    $     --       $      --                --        $  38,097
  President and Chief               2003       286,144      66,214              --                --           40,867
  Executive Officer                 2002       272,160          --              --                --           31,842

Michael K. Devlin                   2004       153,866          --              --                --           14,757
  Senior Vice President,            2003       147,694      28,904              --                --            1,267
  Treasurer and Chief               2002        11,346          --              --                --               --
  Financial Officer

David W. Kearn                      2004       146,231          --              --                --           27,300
  Senior Vice President/            2003       140,365      27,469              --                --           24,653
  Lending                           2002       133,505          --              --                --           20,644

Paul S. Feeley                      2004       136,263          --              --                --           18,325
  Senior Vice President/            2003       130,797      25,597              --                --           13,330
  Chief Information Officer         2002       124,405          --              --                --           12,874

William P. Morrissey                2004       153,543          --              --                --           25,955
  Senior Vice President for         2003       131,496      25,734              --                --           22,607
  Corporate Affairs                 2002       121,133          --              --                --           19,359

</TABLE>

--------------
(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 2004, consists of $5,000, $3,738, $4,429, $816 and
         $4,416, respectively, in Company contributions to the defined
         contribution retirement plan, the value of 796, 255, 555, 431 and 552
         shares, based on $34.99 per share (the last reported sale price of such
         shares on the effective date of the allocation, October 31, 2003),
         allocated to the ESOP accounts of Messrs. Doherty, Devlin, Kearn,
         Feeley and Morrissey, respectively, and $2,160, $2,079, $1,980, $1,854
         and $780 in paid life insurance premiums for Messrs. Doherty, Devlin,
         Kearn, Feeley and Morrissey, respectively.



                                       7
<PAGE>

     OPTION EXERCISES AND FISCAL YEAR-END VALUES. The following table sets forth
information regarding the values of options held by the Named Executive Officers
at the end of fiscal year 2004.  No option  grants were made to any of the Named
Executive Officers in fiscal year 2004, and no Named Executive Officer exercised
options during fiscal year 2004.

<TABLE>
<CAPTION>

                                            NUMBER OF SECURITIES              VALUE OF UNEXERCISED
                                           UNDERLYING UNEXERCISED             IN-THE-MONEY OPTIONS
                                         OPTIONS AT FISCAL YEAR-END          AT FISCAL YEAR-END (1)
                                         ---------------------------        ------------------------
NAME                                     EXERCISABLE   UNEXERCISABLE        EXERCISABLE  UNEXERCISABLE
----                                     -----------   -------------        -----------  -------------
<S>                                          <C>           <C>                  <C>           <C>

John D. Doherty                                  --            --             $     --      $   --
David W. Kearn                                8,878            --              173,368          --
Paul S. Feeley                                3,122            --               56,347          --
William P. Morrissey                          5,370            --              104,866          --
Michael K. Devlin                                --            --                   --          --
</TABLE>


--------
(1)      Value is based on the difference between the aggregate market value of
         shares underlying the unexercised in-the-money options at March 31,
         2004 ($38.00 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.

     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 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 $298,102.
The Employment  Agreement also provides for annual salary review by the Board of
Directors,  as well as inclusion of 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  John D. Doherty without just cause, he is entitled to a
continuation  of his salary for the remaining term of the Employment  Agreement.
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,  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 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 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
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 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 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  John D.  Doherty and the Bank,  as to the
terms or  interpretation  of the Employment  Agreement,  John D. Doherty will be
reimbursed for all reasonable expenses



                                       8
<PAGE>

arising  from such  dispute.  Payments  made under  these  "change  in  control"
provisions  are in lieu of any rights to which 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,  2004,  John D. Doherty
would have received up to approximately $1,046,000.

     The Bank has entered into severance agreements (the "Severance Agreements")
with David W. Kearn, Senior Vice  President/Lending,  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 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, 2004, Messrs.  Kearn, Devlin, Feeley and Morrissey would have received up to
approximately $292,000, $308,000, $273,000 and $307,000, respectively.

                                       9
<PAGE>

     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             5,330             7,996           10,661          13,326           15,991           18,656
    100,000            12,830            19,246           25,661          32,076           38,491           44,906
    150,000            20,330            30,496           40,661          50,826           60,991           71,156
    175,000            24,080            36,121           48,161          60,201           72,241           84,281
    200,000            27,830            41,746           55,661          69,576           83,491           97,406
    250,000            28,080            42,121           56,161          70,201           84,241           98,282
    300,000            28,080            42,121           56,161          70,201           84,241           98,282
</TABLE>

     Benefits are  hypothetical  amounts  only.  Currently,  the maximum  annual
benefit  payable under the pension plan is $165,000.  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 $201,667  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 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, 2004, Messrs. Doherty, Kearn, Devlin, Feeley and Morrissey
had  approximately  23, 11,  two,  six and 11 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 Chairman of the Company's Audit
Committee and the Bank's Finance and Security  Committees each are paid a fee of
$660 for each  meeting of the  respective  committee  which they attend in their
capacities as chairman.  Members of the Audit,  Finance and Security  Committees
each receive a fee of $350 per meeting attended.  The President does not receive
any director's or committee fees. Former Director Terence D. Kenney, who retired
from the  Board of  Directors  in  August  2003,  receives  $567 per  month as a
consulting  fee for  services  rendered  in  connection  with the Bank's  Woburn
branches.  Bank  Chairman  Joseph R.  Doherty  receives  group  health  and life
insurance  benefits  under the Bank's group plans.  Premiums paid by the Bank on
behalf of Joseph R. Doherty  amounted to $4,240  during the year ended March 31,
2004.

     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 Company's  Board of Directors.  During the year ended March 31,
2004, 904, 459, 87, 52 and 322 shares were credited to the accounts of Directors
Boulos,   Bulman,   Mercuri  and  Morrissey  and  former  Director  Nancy  Neri,
respectively,  who  were  the  only  directors  participating  in  the  Deferred
Compensation Plan for Non-Employee Directors.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     GENERAL.  For fiscal year 2004, the function of administering the Company's
executive  compensation  policies was  performed by the Finance  Committee  (the
"Committee") of the Board of Directors of the Bank,  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 for  overseeing  all aspects of the  Company's  executive
compensation  program,  including employee and executive benefit plans.



                                       10
<PAGE>

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.  In April 2004,  the  Company's  Board of
Directors established a Compensation  Committee composed entirely of independent
directors to administer the Company's executive compensation policies.

     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 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.  The Bank has 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  established   performance  goals  have  been  satisfied.
Performance goals for fiscal 2004 were based solely 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 2004.

     Compensation  of  Chief  Executive  Officer.  For  fiscal  year  2004,  the
Committee  determined to increase the Chief  Executive  Officer's base salary by
approximately 3.5% 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  received no cash bonus in fiscal 2004.

                        MEMBERS OF THE FINANCE COMMITTEE
                        (as the Compensation Committee)

                                GREGORY W. BOULOS
                                 PAUL E. BULMAN
                             EDWARD F. SWEENEY, JR.


                                       11
<PAGE>

     COMPENSATION  COMMITTEE INTERLOCKS AND INSIDER  PARTICIPATION.  The Company
and the Bank had no  "interlocking"  relationships  that existed during the year
ended  March 31, 2004 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
the 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 the  Bank's  Board of
Directors.  No member of the Audit  Committee  of the 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,  2004,  (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 $60,000 during
the fiscal year ended March 31, 2004.



                                       12
<PAGE>

STOCK PRICE PERFORMANCE GRAPH

     The graph and table which  follow show the  cumulative  total return on the
Common Stock of the Company from March 31, 1999 through  March 31, 2004 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, 1999,  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,  1999  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.

                       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 all
companies whose equity securities are traded on the S&P 500 and the Nasdaq Banks
Index. Line graph plots the cumulative total return from March 31, 1999 to March
31, 2004. Plot points are provided below.]


<TABLE>
<CAPTION>

------------------------------- ----------- ------------ ----------- ---------- ---------- ----------
                                 3/31/99      3/31/00     3/31/01     3/31/02    3/31/03    3/31/04
------------------------------- ----------- ------------ ----------- ---------- ---------- ----------
<S>                                 <C>          <C>         <C>         <C>       <C>        <C>
Central Bancorp, Inc.             $100.00     $  90.49     $112.04    $175.78     $199.98    $247.20
------------------------------- ----------- ------------ ----------- ---------- ---------- ----------
S&P 500                            100.00       117.94       92.37      92.59       69.67      94.15
------------------------------- ----------- ------------ ----------- ---------- ---------- ----------
NASDAQ Banks Index                 100.00        89.68      113.14     143.80      137.14     189.93
------------------------------- ----------- ------------ ----------- ---------- ---------- ----------
</TABLE>


                                       13
<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, 2004.
<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                              239,706  (3)                 14.40%

John D. Doherty
Joseph R. Doherty
Joseph R. Doherty Family Limited
   Partnership, L.P.
399 Highland Avenue
Somerville, Massachusetts  02144                              212,877  (4)                 12.79

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  (5)                  9.69

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  (6)                 9.27

Mendon Capital Advisors Corp.
Anton Villars Schutz
150 Allens Creek Road
Rochester, New York  14618                                    126,100  (7)                 7.57
</TABLE>

------------

(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, 2004. 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, 2004.
(3)  Of the shares beneficially owned by the Central  Co-operative Bank Employee
     Stock Ownership Plan Trust ("ESOP"),  127,425 shares have been allocated to
     participating  employees over which shares Directors Boulos and Bulman,  as
     co-trustees of the ESOP (the

                                       14
<PAGE>

     "ESOP  Trustees"),  may be deemed to have shared voting and sole investment
     power,  and 112,281 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  14,633 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 13G as amended  filed January 22,
     2002, each of the reporting persons shares voting and dispositve power over
     the listed shares.
(6)  According to Amendment No. 16 to their Schedule 13D, filed August 12, 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.
(7)  According to their  statement on Schedule 13G as amended filed February 17,
     2004,  each of the reporting  persons shares voting and  dispositive  power
     over the  listed  shares.  Additionally,  based on  information  filed in a
     Schedule 13G with the U.S.  Securities and Exchange  Commission on February
     17,  2004  by  Burnham  Financial   Services  Fund   ("Burnham"),   Burnham
     beneficially  owns  113,100 of the listed  shares.  Burnham is a registered
     investment company that has delegated its sole right to vote and dispose of
     such  shares  to Mendon  Capital  Advisors  Corp.  ("Mendon")  in  Mendon's
     capacity as an investment sub-adviser.

         (b)      SECURITY OWNERSHIP OF MANAGEMENT

     The  following  table  sets  forth,  as of June 30,  2004,  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                          *
Paul E. Bulman                                            40   (3)(4)                 *
Joseph R. Doherty                                     69,375   (5)                 4.17
Gregory W. Boulos                                        294   (3)(4)                 *
Albert J. Mercuri, Jr.                                   200                          *
Edward F. Sweeney, Jr.                                   100                          *
John D. Doherty                                      143,502   (6)                 8.62
Richard J. Lashley                                   153,768   (7)                 9.24
John J. Morrissey                                         60                          *
Michael K. Devlin                                        255   (8)                    *
David W. Kearn                                        15,905   (9)                    *
Paul S. Feeley                                         5,931   (10)                   *
William P. Morrissey                                  12,330   (11)                   *

All directors, nominees and executive
  officers as a group (14 persons)                   407,065   (12)               24.20
</TABLE>
-----------

(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,
     2004 held by that individual or group.
(3)  Excludes  shares  credited to their  accounts in the Deferred  Compensation
     Plan for Non-Employee Directors.
(4)  Does not include  239,706  shares held by the ESOP,  over which  shares the
     ESOP Trustees, Directors Boulos and Bulman, may be deemed to have shared or
     sole voting and/or investment power.
(5)  Shares held by the Joseph R. Doherty  Family Limited  Partnership,  L.P. of
     which he is the sole general partner.
(6)  Includes 14,633 shares of Common Stock allocated to his account in the
     ESOP.
(7)  Consists of 600 shares as to which Mr. Lashley has sole voting and
     dispositive  power and 153,168 shares as to which Mr. Lashley shares voting
     and dispositive power.
(8)  Includes 255 shares allocated to his ESOP account.
(9)  Includes 7,027 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, 2004.
(10) Includes 2,809 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, 2004.

                                       15
<PAGE>

(11) Includes 6,960 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, 2004.
(12) Includes  17,370  shares of Common Stock which may be acquired  pursuant to
     stock options  exercisable  within 60 days of June 30, 2004,  31,684 shares
     allocated to the ESOP accounts of executive  officers and 4,735 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.
*    Represents less than 1% of the Company's outstanding Common Stock.


     (c)      CHANGES IN CONTROL

     Management of the Company knows of no 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 in 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.

     The  following  table sets forth  certain  information  with respect to the
Company's equity compensation plan as of March 31, 2004.
<TABLE>
<CAPTION>
                                                (a)                           (b)                            (c)
                                                                                                    Number of securities
                                                                                                    remaining  available
                                     Number of securities to be                                      for future  issuance
                                      issued upon exercising        Weighted-average exercise     under equity compensation
                                    upon exercise of outstanding       price of outstanding        plan (excluding securities
Plan Category                       options, warrants and rights  options, warrants and rights     reflected in column (a))
-------------                       ----------------------------  ----------------------------     --------------------------
<S>                                             <C>                           <C>                           <C>


Equity compensation plans                      28,950                          $18.581                      33,299
  approved by security holders

Equity compensation plans not
  approved by security holders                     --                               --                          --
                                               ------                          -------                      ------

       Total (1)                               28,950                          $18.581                      33,299
                                               ======                          =======                      ======
</TABLE>

---------
(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.


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  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 October 2003,  the ESOP obtained a loan from an outside  lender and used
the  proceeds  from such loan to repay its  indebtedness  of  $3,506,000  to the
Company.  The ESOP's trustees are Directors  Boulos and Bulman.

                                       16
<PAGE>

Pursuant to the  Agreement  entered into between the Company and its  affiliated
persons  and  entities  and PL  Capital,  LLC and  its  affiliated  persons  and
entities,  pursuant to which the  parties  settled  all  outstanding  litigation
between  them,  the  Company  made a payment of  $400,000  in August  2003 to PL
Capital,  LLC, of which Director  Richard J. Lashley is a Managing Member and in
which he holds a 50% equity interest.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
------------------------------------------------

INDEPENDENT AUDITORS

     Vitale,   Caturano  &  Company,   P.C.   ("Vitale"),   independent   public
accountants,  served as the Company's  independent  auditors for the 2004 fiscal
year,  and KPMG LLP served as the  Company's  independent  auditors for the 2003
fiscal year.

     For the years ended March 31, 2004 and 2003,  the Company was billed by its
independent auditors for fees aggregating  $134,439 and $164,240,  respectively.
Such fees were comprised of the following:

AUDIT FEES

     The aggregate fees billed for the audit of the Company's  annual  financial
statements  for the  fiscal  years  ended  March  31,  2004 and 2003 and for the
reviews of the financial  statements included in the Company's Quarterly Reports
on Form 10-Q were $95,500 and $108,000, respectively.

AUDIT-RELATED FEES

     The aggregate fees billed for  audit-related  services for the fiscal years
ended March 31, 2004 and 2003 were $6,200 and $900,  respectively.  The fees for
fiscal year 2004 related to accounting  research  matters and the  transition to
new independent auditors.  The fee for fiscal year 2003 related to the filing of
an amended Form 10-K.

TAX FEES

     The aggregate fees billed for tax services for the fiscal years ended March
31, 2004 and 2003 were $32,739 and $55,340,  respectively. For fiscal year 2004,
$25,000 was paid for the  preparation of tax returns and estimated tax payments,
$4,738 for tax consulting and $3,000 for tax planning services.  For fiscal year
2003,  $41,275 was paid for the  preparation  of tax returns and  estimated  tax
payments, $9,065 for tax consulting and $5,000 for tax planning services.

ALL OTHER FEES

     For  fiscal  years  2004 and  2003,  there  were no other  fees paid by the
Company to its  independent  auditors  besides  fees for those  services  listed
above.

PRE-APPROVAL OF SERVICES BY THE INDEPENDENT AUDITOR

     The  Audit  Committee  does  not  have a  policy  for the  pre-approval  of
non-audit services to be provided by the Company's independent auditor. Any such
services would be considered on a  case-by-case  basis.  All non-audit  services
provided by the independent auditors in fiscal years 2004 and 2003 were approved
by the Audit Committee.

                                       17
<PAGE>

                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------

(a)  The  following  documents  are filed as part of this Annual  Report on Form
     10-K/A.

           (1)    FINANCIAL STATEMENTS
                  --------------------

                  For the Financial Statements filed as part of this Annual
                  Report on Form 10-K/A, reference is made to "Item 8 --
                  Financial Statements and Supplementary Data."

           (2)    FINANCIAL STATEMENT SCHEDULES
                  -----------------------------

                  All financial statement schedules have been omitted as not
                  applicable or not required or because they are included in the
                  financial statements appearing at Item 8.

           (3)    EXHIBITS
                  --------

                  The exhibits required by Item 601 of Regulation S-K are either
                  filed as part of this Annual Report on Form 10-K/A or
                  incorporated by reference herein.

(b)  REPORTS ON FORM 8-K. The Registrant filed the following  Current Reports on
     --------------------
     Form 8-K during the fourth quarter of the fiscal year ended March 31, 2004:
<TABLE>
<CAPTION>

                  DATE OF REPORT            ITEM(S) REPORTED           FINANCIAL STATEMENTS FILED
                  --------------            ----------------           --------------------------
                       <S>                          <C>                         <C>
                  January 23, 2004                7, 12                         N/A
</TABLE>

(c)  EXHIBITS
     --------

     The following exhibits are filed as exhibits to this report.
<TABLE>
<CAPTION>

        EXHIBIT NO.             DESCRIPTION
        -----------             -----------
         <S>                       <C>
           3.1*                 Articles of Organization of Central Bancorp, Inc.
           3.2**                Amended Bylaws of Central Bancorp, Inc.
           4.1**                Shareholder  Rights Agreement,  dated as of October 11, 2001, by and between Central Bancorp,  Inc.
                                and Registrar and Transfer  Company,  as Rights Agent,  as amended and restated as of January 29,
                                2003, and as amended on February 11, 2003, May 22, 2003, July 24, 2003 and August 4, 2003
           10.1*                Employment Agreement between the Bank and John D. Doherty, dated October 24, 1986 +
           10.2*                First Amendment to Employment Agreement between the Bank and John D. Doherty, dated March 31, 1992 +
           10.3*                Second Amendment to Employment Agreement between the Bank and John D. Doherty, dated June 8, 1995 +
           10.4*                Third  Amendment to the  Employment  Agreement  between the Bank and John D. Doherty,  dated January
                                8, 1999 +
           10.5*                Severance Agreement between the Bank and William P. Morrissey, dated December 14, 1994 +
           10.6*                Severance Agreement between the Bank and David W. Kearn, dated December 14, 1994 +
           10.7*                Severance Agreement between the Bank and Paul S. Feeley, dated May 14, 1998 +
           10.8*                Amendments to Severance  Agreements  between the Bank and Messrs. Feeley, Kearn and Morrissey, dated
                                January 8, 1999. +

                                       18
<PAGE>

           10.09***             1999 Stock Option and Incentive Plan +
           10.10****            Deferred Compensation Plan for Non-Employee Directors  +
           10.11**              Senior Management Incentive Plan, as amended +
           10.12*****           Severance Agreement between the Bank and Michael K. Devlin, dated February 25, 2002. +
           14******             Code of Ethics
           21**                 Subsidiaries of Registrant
           23.1**               Consent of Vitale, Caturano & Company, P.C.
           23.2**               Consent of KPMG LLP
           31.1                 Rule 13a-14(a) Certification of Chief Executive Officer
           31.2                 Rule 13a-14(a) Certification of Chief Financial Officer
           32                   Section 1350 Certifications
</TABLE>

       ---------
+      Management contract or compensatory plan.
*      Incorporated  by reference to the Form 10-K for the fiscal year ended
       March 31, 1999, filed with the SEC on June 28, 1999.
**     Incorporated  by reference to the Form 10-K for the fiscal year ended
       March 31, 2004, filed with the SEC on June 28, 2004.
***    Incorporated by reference to the  Registration  Statement on Form S-8
       (File No. 333-87005) filed on September 13, 1999.
****   Incorporated by reference to the  Registration  Statement on Form S-8
       (File No. 333-49264) filed on November 3, 2000.
*****  Incorporated  by reference to the Annual Report on Form 10-K for the
       fiscal year ended March 31, 2002 filed with the SEC on June 28, 2002.
****** Incorporated  by reference to the Current  Report on Form 8-K filed with
       the SEC on April 13, 2004.


                                       19
<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 23, 2004              By: /s/ John D. Doherty
                                     -------------------------------------------
                                     John D. Doherty
                                     President and Chief Executive Officer
                                     (Duly Authorized Representative)