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                                 UNITED STATES
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ______________________

                                 FORM 10-KSB/A

            AMENDED ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                For the fiscal year ended  June 30, 1999
                                          --------------

               Commission file number     000-21881
                                        -------------

                             CENTURY BANCORP, INC.
                (Name of small business issuer in its charter)


        North Carolina                                56-1981518
   -------------------------                       ----------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

        22 Winston Street
  Thomasville, North Carolina                            27360
  ------------------------------------                -----------
(Address of principal executive offices)               (Zip Code)




                                (336) 475-4663
                             ----------------------
                          (Issuer's telephone number)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

   Common Stock, no par value                   Nasdaq SmallCap Market
-------------------------------      ----------------------------------------
(Title of class)                     (Name of each exchange on which registered)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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  _____
---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.   [X]

State issuer's revenues for its most recent fiscal year $6,777,240
                                                         ---------

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.

Common Stock, no par value -- $13,142,401 (based on the price at which the stock
was sold on September 17, 1999).

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

           Common Stock, no par value                       1,115,669
           --------------------------          ------------------------------
                     (Class)                 (Outstanding at September 17, 1999)


                      DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the year ended June 30, 1999
(the "1999 Annual Report"), are incorporated by reference into Part I and Part
II.
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be
held on November 16, 1999  (the "Proxy Statement"), are incorporated by
reference into Part III.
Portions of the Proxy Statement for the Special Meeting of Stockholders held on
February 17, 1998 are incorporated by reference into Part III.

     Transitional Small Business Disclosure Format (Check one):  Yes ____ No X
                                                                            ---
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                                    PART I

ITEM 1.   DESCRIPTION OF BUSINESS

General

     Prior to December 20, 1996, Home Savings, Inc., SSB ("Home Savings")
operated as a mutual North Carolina-chartered savings bank. On December 20,
1996, Home Savings converted from a North Carolina-chartered mutual savings bank
to a North Carolina-chartered stock savings bank (the "Conversion"). In
connection with the Conversion, all of the issued and outstanding capital stock
of Home Savings was acquired by Century Bancorp, Inc., a North Carolina
corporation ("Century Bancorp") which was organized to become the Home Savings'
holding company. At that time, Century Bancorp had an initial public offering of
its common stock, no par value (the "Common Stock").

     Century Bancorp is a bank holding company registered with the Board of
Governors of the Federal Reserve System (the "Federal Reserve") under the Bank
Holding Company Act of 1956, as amended (the "BHCA") and the savings bank
holding company laws of North Carolina. Century Bancorp's and Home Savings'
principal office is located at 22 Winston Street, Thomasville, North Carolina.
Century Bancorp's primary activities consist holding certain indebtedness
outstanding from Home Savings' Employee Stock Ownership Plan (the "ESOP") and
owning Home Savings. Century Bancorp's principal sources of income are interest
payments received on the indebtedness from the ESOP, and dividends paid by Home
Savings to Century Bancorp, if any.

     Home Savings was organized in 1915, and has been a member of the Federal
Home Loan Bank (the "FHLB") system and its deposits have been federally insured
since the late 1950's. Home Savings' deposits are insured by the Savings
Association Insurance Fund (the "SAIF") of the Federal Deposit Insurance
Corporation (the "FDIC") to the maximum amount permitted by law.

     Home Savings conducts business through its full service office in
Thomasville, North Carolina. Home Savings' primary market area encompasses the
communities within a 10-mile radius of its office, which includes portions of
Davidson, Randolph and Guilford counties in North Carolina. At June 30, 1999,
Century Bancorp had total assets of $93.7 million, net loans of $75.6 million,
deposits of $74.3 million, investment securities of $13.5 million and
stockholders' equity of $17.7 million.

     At June 30, 1999, Century Bancorp and Home Savings had a total of 11 full-
time employees.

     Century Bancorp has no operations and conducts no significant business of
its own other than owning Home Savings and lending funds to the ESOP.
Accordingly, the discussion of the business which follows in this Form 10-KSB
concerns the business conducted by Home Savings, unless indicated otherwise.

Lending Activities

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     Home Savings is engaged primarily in the business of attracting deposits
from the general public and using those deposits to make mortgage loans secured
by real estate. Home Savings' primary source of revenue is interest and fee
income from its lending activities, consisting primarily of mortgage loans for
the purchase or refinancing of one-to-four family residential real property
located in its primary market area. Home Savings also makes loans secured by
multi-family and commercial properties, construction loans, home equity loans,
savings account loans and various types of consumer loans. Approximately 2% of
Home Savings' loan portfolio, before net items, is not secured by real estate.
On June 30, 1999, Home Savings' largest single outstanding loan had a balance of
approximately $775,000. In addition to interest earned on loans, Home Savings
receives fees in connection with loan originations, loan servicing, loan
modifications, late payments, loan assumptions and other miscellaneous services.
Home Savings generally does not sell its loans; both fixed and adjustable rate
loans are originated with the intention that they will be held in Home Savings'
loan portfolio.

     Home Savings' net loan portfolio totaled approximately $75.6 million at
June 30, 1999 representing approximately 80.1% of Home Savings' total assets at
such date. At June 30, 1999, 77.7% of Home Savings' loan portfolio, before net
items, was composed of one-to four-family residential mortgage loans. Multi-
family residential and commercial real estate loans represented 9.9% of Home
Savings' loan portfolio, before net items, on such date. Construction loans and
home equity loans represented 8.6% and 1.5%, respectively, of Home Savings' loan
portfolio, before net items, on such date. As of June 30, 1999, 16.2% of the
loans in Home Savings' loan portfolio had adjustable interest rates. Loans
maturing or repricing on or after June 30, 2000, consist of fixed rate real
estate loans of $54.0 million, adjustable rate real estate loans of $4.2 million
and other loans of $712,000; Home Savings has no other adjustable rate loans.
See Note C to the Financial Statements Contained in the 1999 Annual Report.

Investment Securities

     Interest and dividend income from investment securities generally provides
Home Savings' second largest source of income after interest on loans. In
addition, Home Savings receives interest income from deposits in other financial
institutions. At June 30, 1999, Century Bancorp's and Home Savings' investment
portfolio totaled approximately $13.5 million and consisted primarily of U.S.
government and agency securities, mortgage-backed securities, municipal bonds,
interest-earning deposits in other financial institutions, and stock of the
Federal Home Loan Mortgage Corporation and the FHLB of Atlanta.

     Investments in mortgage-backed securities involve a risk that, because of
changes in the interest rate environment, actual prepayments will be greater
than estimated prepayments over the life of the security, which may require
adjustments to the amortization of any premium or accretion of any discount
relating to such instruments, thereby reducing the net yield on such securities.
There is also reinvestment risk associated with the cash flows from such
securities. In addition, the market value of such securities may be adversely
affected by changes in interest rates. See Note B to the Financial Statements
Contained in the 1999 Annual Report.

     As a member of the FHLB of Atlanta, Home Savings is required to maintain an
investment in stock of the FHLB of Atlanta equal to the greater of 1% of Home
Savings' outstanding home loans or 5% of its outstanding advances from the FHLB
of Atlanta. No ready market exists for such stock, which is carried at cost. As
of June 30, 1999, Home Savings' investment in stock of the FHLB of Atlanta was
$673,500.

     North Carolina regulations require Home Savings to maintain a minimum
amount of liquid assets which may be invested in specified short-term
securities. See "-- Regulation of Home Savings - Liquidity."

Deposits and Borrowings

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     Deposits. Deposits are the primary source of Home Savings' funds for
lending and other investment purposes. Home Savings attracts both short-term and
long-term deposits from the general public by offering a variety of accounts and
rates. Home Savings offers passbook savings accounts, statement savings
accounts, negotiable order of withdrawal accounts, money market demand accounts,
non-interest-bearing accounts, and fixed interest rate certificates with varying
maturities. At June 30, 1999, 71.6% of Home Savings' deposits consisted of
certificate accounts, 7.2% consisted of passbook and statement savings accounts,
20.7% consisted of interest-bearing transaction accounts and 0.4% consisted of
noninterest-bearing transaction accounts. Deposit flows are greatly influenced
by economic conditions, the general level of interest rates, competition, and
other factors, including the restructuring of the thrift industry. Home Savings'
savings deposits traditionally have been obtained primarily from its primary
market area. Home Savings utilizes traditional marketing methods to attract new
customers and savings deposits, including television advertising, print media
advertising and direct mailings. Home Savings does not advertise for deposits
outside of its local market area or use the services of deposit brokers. See
Note G to the Financial Statements Contained in the 1999 Annual Report.

     In addition to deposits, Home Savings derives funds from loan principal
repayments, interest payments, investment income and principal repayments,
interest from its own interest-earning deposits, interest income and repayments
from mortgage-backed securities and otherwise from its operations. Loan
repayments are a relatively stable source of funds while deposit inflows and
outflows may be significantly influenced by general interest rates and money
market conditions.

     Borrowings. Home Savings may use borrowings on a short-term basis to
compensate for reductions in the availability of funds from other sources.
Borrowings may also be used on a longer term basis for general business
purposes. Home Savings has a line of credit which it may use to obtain advances
from the FHLB of Atlanta to supplement its liquidity needs. The FHLB system
functions in a reserve credit capacity for savings institutions. As a member,
Home Savings is required to own capital stock in the FHLB of Atlanta and is
authorized to apply for advances from the FHLB of Atlanta on the security of
that stock and a floating lien on certain of its real estate secured loans and
other assets. Each credit program has its own interest rate and range of
maturities. Depending on the program, limitations on the amount of advances are
based either on a fixed percentage of an institution's net worth or on the FHLB
of Atlanta's assessment of the institution's creditworthiness. At June 30, 1999,
Home Savings had $1.0 million in outstanding borrowings.

Results of Operations

     Home Savings' results of operations are dependent primarily on net interest
income, which is the difference between the income earned on its interest-
earning assets, such as loans and investments, and the cost of its interest-
bearing liabilities, consisting of deposits and borrowings. Home Savings'
operations are affected to a much lesser degree by non-interest income, such as
transaction and other service fee income. Home Savings' net income is also
affected by, among other things, provisions for loan losses and operating
expenses. Home Savings' principal operating expenses, aside from interest
expense, are compensation and employee benefits, office occupancy costs, data
processing expenses and federal deposit insurance premiums. Home Savings'
results of operations are also significantly affected by general economic and
competitive conditions, particularly changes in market interest rates,
government legislation and policies concerning monetary and fiscal affairs,
housing and financial institutions and the attendant actions of regulatory
authorities.

Market Area

     Home Savings' primary market area consists of the communities in a 10-mile
radius around its office in Thomasville, North Carolina. This area includes
portions of Davidson, Randolph and Guilford counties in North Carolina.
Employment in Home Savings' primary market area is diversified among
manufacturing, agricultural, retail and wholesale trade, government, services
and utilities. The High Point-Thomasville area of North Carolina is considered
to be the furniture capital of the world, so the economy of Home Savings'
primary market area is greatly

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affected by the furniture and home furnishings industry. Thomasville Furniture
Industries, Inc. is the largest employer in Thomasville. Other major employers
include Community General Hospital and Parkdale Mills.

Subsidiaries

     Home Savings is the only subsidiary of Century Bancorp. As a North Carolina
chartered savings bank, Home Savings is able to invest up to 10% of its total
assets in subsidiary service corporations. However, any investment in a service
corporation which would cause Home Savings to exceed an investment of 3% of
assets must receive prior approval of the FDIC. Home Savings does not have any
active subsidiary.

Competition

     Home Savings faces strong competition both in attracting deposits and
making real estate and other loans. Its most direct competition for deposits has
historically come from other savings institutions, credit unions and commercial
banks located in its primary market area, including large financial institutions
which have greater financial and marketing resources available to them. As of
June 30, 1999, there were 8 depository institutions with 15 offices in
Thomasville, North Carolina. Based upon 1998 comparative data, Home Savings had
17.9% of the deposits in Thomasville, and 5.6% of the deposits in Davidson
County. Home Savings has also faced significant competition for investors' funds
from short-term money market securities and other corporate and government
securities. The ability of Home Savings to attract and retain savings deposits
depends on its ability to generally provide a rate of return, liquidity and risk
comparable to that offered by competing investment opportunities.

     Home Savings experiences strong competition for real estate loans from
other savings institutions, commercial banks, credit unions and mortgage banking
companies. It competes for loans primarily through the interest rates and loan
fees it charges, the efficiency and quality of services it provides borrowers,
and its more flexible underwriting standards. Competition may increase as a
result of recent reductions in restrictions on the interstate operations of
financial institutions.

Supervision and Regulation

     Bank holding companies and state savings banks are extensively regulated
under both federal and state law. The following is a brief summary of certain
statutes and rules and regulations that affect or will affect Century Bancorp
and Home Savings. This summary is qualified in its entirety by reference to the
particular statute and regulatory provisions referred to below and is not
intended to be an exhaustive description of the statutes or regulations
applicable to the business of Century Bancorp and Home Savings. Supervision,
regulation and examination of Century Bancorp and Home Savings by the regulatory
agencies are intended primarily for the protection of depositors rather than
shareholders of Century Bancorp.

Regulation of Century Bancorp

     General. Century Bancorp was organized for the purpose of acquiring and
holding all of the capital stock of Home Savings. As a savings bank holding
company subject to the BHCA, Century Bancorp is subject to certain regulations
of the Federal Reserve. Under the BHCA, Century Bancorp's activities and those
of its subsidiaries are limited to banking, managing or controlling banks,
furnishing services to or performing services for its subsidiaries or engaging
in any other activity which the Federal Reserve determines to be so closely
related to banking or managing or controlling banks as to be a proper incident
thereto. The BHCA prohibits Century Bancorp from acquiring direct or indirect
control of more than 5% of the outstanding voting stock or substantially all of
the assets of any bank or savings bank or merging or consolidating with another
bank holding company or savings bank holding company without prior approval of
the Federal Reserve.

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     Additionally, the BHCA prohibits Century Bancorp from engaging in, or
acquiring ownership or control of, more than 5% of the outstanding voting stock
of any company engaged in a nonbanking business unless such business is
determined by the Federal Reserve to be so closely related to banking as to be
properly incident thereto.

     Similarly, Federal Reserve approval (or, in certain cases, non-disapproval)
must be obtained prior to any person acquiring control of Century Bancorp.
Control is conclusively presumed to exist if, among other things, a person
acquires more than 25% of any class of voting stock of the holding company or
controls in any manner the election of a majority of the directors of the
holding company. Control is presumed to exist if a person acquires more than 10%
of any class of voting stock and the stock is registered under Section 12 of the
Exchange Act or the acquiror will be the largest shareholder after the
acquisition.

     There are a number of obligations and restrictions imposed on bank holding
companies and their depository institution subsidiaries by law and regulatory
policy that are designed to minimize potential loss to depositors and the FDIC
insurance funds in the event the depository institution becomes in danger of
default or in default. For example, to avoid receivership of an insured
depository institution subsidiary, a bank holding company is required to
guarantee the compliance of any insured depository institution subsidiary that
may become "undercapitalized" with the terms of any capital restoration plan
filed by the subsidiary with its appropriate federal banking agency up to the
lesser of (i) an amount equal to 5% of the institution's total assets at the
time the institution became undercapitalized or (ii) the amount which is
necessary (or would have been necessary) to bring the institution into
compliance with all acceptable capital standards as of the time the institution
fails to comply with such capital restoration plan. Under a policy of the
Federal Reserve, a bank holding company is required to serve as a source of
financial strength to its subsidiary depository institutions and to commit
resources to support such institutions in circumstances where it might not do so
absent that policy. The Federal Reserve under the BHCA also has the authority to
require a bank holding company to terminate any activity or to relinquish
control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon
the Federal Reserve's determination that such activity or control constitutes a
serious risk to the financial soundness and stability of any bank subsidiary of
the bank holding company.

     In addition, insured depository institutions under common control are
required to reimburse the FDIC for any loss suffered by either the SAIF or Home
Savings Insurance Fund (the "BIF") as a result of the default of a commonly
controlled insured depository institution or for any assistance provided by the
FDIC to a commonly controlled insured depository institution in danger of
default. The FDIC may decline to enforce the cross-guarantee provisions if it
determines that a waiver is in the best interest of the SAIF or the BIF or both.
The FDIC's claim for damages is superior to claims of stockholders of the
insured depository institution or its holding company but is subordinate to
claims of depositors, secured creditors and holders of subordinated debt (other
than affiliates) of the commonly controlled insured depository institutions.

     As a result of Century Bancorp's ownership of Home Savings, Century Bancorp
is registered under the savings bank holding company laws of North Carolina.
Accordingly, Century Bancorp is also subject to regulation and supervision by
the Administrator.

     Capital Adequacy Guidelines for Holding Companies. The Federal Reserve has
adopted capital adequacy guidelines for bank holding companies and banks that
are members of the Federal Reserve system and have consolidated assets of $150
million or more. For Century Bancorp and other bank holding companies with less
than $150 million in consolidated assets, the guidelines are applied on a bank-
only basis unless the parent bank holding company (i) is engaged in nonbank
activity involving significant leverage or (ii) has a significant amount of
outstanding debt that is held by the general public.

     Bank holding companies subject to the capital adequacy of guidelines are
required to comply with the Federal Reserve's risk-based capital guidelines.
Under these regulations, the minimum ratio of total capital to risk-weighted
assets (including certain off-balance sheet activities, such as standby letters
of credit) is 8%. At least half of the total capital is required to be "Tier I
capital," principally consisting of common stockholders' equity, noncumulative
perpetual

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preferred stock, and a limited amount of cumulative perpetual preferred stock,
less certain goodwill items. The remainder ("Tier II capital") may consist of a
limited amount of subordinated debt, certain hybrid capital instruments and
other debt securities, perpetual preferred stock, and a limited amount of the
general loan loss allowance. In addition to the risk-based capital guidelines,
the Federal Reserve has adopted a minimum Tier I capital (leverage) ratio, under
which a bank holding company must maintain a minimum level of Tier I capital to
average total consolidated assets of at least 3% in the case of a bank holding
company which has the highest regulatory examination rating and is not
contemplating significant growth or expansion. All other bank holding companies
are expected to maintain a Tier I capital (leverage) ratio of at least 1% to 2%
above the stated minimum.

     Repurchase Limitations. Century Bancorp must obtain Federal Reserve
approval in order to use more than 10% of its net worth to make stock
repurchases during any 12 month period unless Century Bancorp (i) both before
and after the redemption satisfies capital requirements for "well capitalized"
state member banks; (ii) received a one or two rating in its last examination;
and (iii) is not the subject of any unresolved supervisory issues.

     Capital Maintenance Agreement. In connection with the Administrator's
approval of Century Bancorp's application to acquire control of Home Savings,
Century Bancorp was required to execute a capital maintenance agreement whereby
it has agreed to maintain Home Savings' capital in an amount sufficient to
enable Home Savings to satisfy all regulatory capital requirements.

     Federal Securities Law. Century Bancorp has registered its Common Stock
with the SEC pursuant to Section 12(g) of the Securities Exchange Act of 1934
(the "Exchange Act"). As a result of such registration, the proxy and tender
offer rules, insider trading reporting requirements, annual and periodic
reporting and other requirements of the Exchange Act are applicable to the
company.

Regulation of Home Savings

     General. Federal and state legislation and regulation significantly affect
the operations of federally insured savings institutions and other federally
regulated financial institutions. The operations of regulated depository
institutions, including Home Savings, are subject to changes in applicable
statutes and regulations from time to time. Such changes may or may not be
favorable to Home Savings.

     Home Savings is a North Carolina-chartered savings bank, is a member of the
FHLB system, and its deposits are insured by the FDIC through the SAIF. It is
subject to examination and regulation by the FDIC and the Administrator and to
regulations governing such matters as capital standards, mergers, establishment
of branch offices, subsidiary investments and activities, and general investment
authority. Generally, North Carolina state chartered savings banks whose
deposits are issued by the SAIF are subject to restrictions with respect to
activities and investments, transactions with affiliates and loans-to-one
borrower similar to those applicable to SAIF insured savings associations. This
examination and regulation is intended primarily for the protection of
depositors and the federal deposit insurance funds.

     Home Savings is subject to various regulations promulgated by the Federal
Reserve including, without limitation, Regulation B (Equal Credit Opportunity),
Regulation D (Reserves), Regulation E (Electronic Fund Transfers), Regulation O
(Loans to Executive Officers, Directors and Principal Shareholders), Regulation
Z (Truth in Lending), Regulation CC (Availability of Funds) and Regulation DD
(Truth in Savings). As creditors of loans secured by real property and as owners
of real property, financial institutions, including Home Savings, may be subject
to potential liability under various statutes and regulations applicable to
property owners generally, including statutes and regulations relating to the
environmental condition of real property.

     The FDIC has extensive enforcement authority over North Carolina-chartered
savings banks, including Home Savings. This enforcement authority includes,
among other things, the ability to assess civil money penalties, to issue

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cease and desist or removal orders and to initiate injunctive actions. In
general, these enforcement actions may be initiated in response to violations of
laws and regulations and unsafe or unsound practices.

     The grounds for appointment of a conservator or receiver for a North
Carolina savings bank on the basis of an institution's financial condition
include: (i) insolvency, in that the assets of the savings bank are less than
its liabilities to depositors and others; (ii) substantial dissipation of assets
or earnings through violations of law or unsafe or unsound practices; (iii)
existence of an unsafe or unsound condition to transact business; (iv)
likelihood that the savings bank will be unable to meet the demands of its
depositors or to pay its obligations in the normal course of business; and (v)
insufficient capital or the incurring or likely incurring of losses that will
deplete substantially all of the institution's capital with no reasonable
prospect of replenishment of capital without federal assistance.

     Transactions with Affiliates. Under current federal law, transactions
between Home Savings and any affiliate are governed by Sections 23A and 23B of
the Federal Reserve Act. An affiliate of Home Savings is any company or entity
that controls, is controlled by or is under common control with the savings
bank. Century Bancorp is an affiliate of Home Savings. Subsidiaries of a bank,
other than a bank subsidiary, and certain other types of companies are generally
not considered to be affiliates. Generally, Sections 23A and 23B (i) limit the
extent to which Home Savings or its subsidiaries may engage in "covered
transactions" with any one affiliate to an amount equal to 10% of such Home
Savings' capital stock and surplus, and contain an aggregate limit on all such
transactions with all affiliates to an amount equal to 20% of such capital stock
and surplus and (ii) require that all such transactions be on terms
substantially the same, or at least as favorable, to Home Savings or the
subsidiary as those provided to a nonaffiliate. The term "covered transaction"
includes the making of loans or other extensions of credit to an affiliate, the
purchase of assets from an affiliate, the purchase of, or an investment in, the
securities of an affiliate, the acceptance of securities of an affiliate as
collateral for a loan or extension of credit to any person, or issuance of a
guarantee, acceptance or letter of credit on behalf of an affiliate.

     Further, current federal law has extended to savings banks the restrictions
contained in Section 22(h) of the Federal Reserve Act and its implementing
regulations with respect to loans to directors, executive officers and principal
stockholders. Under Section 22(h), loans to directors, executive officers and
stockholders who own more than 10% of a savings bank, and certain affiliated
entities of any of the foregoing, may not exceed, together with all other
outstanding loans to such person and affiliated entities, the savings bank's
loans-to-one borrower limit as established by federal law and all loans to such
persons may not exceed the institution's unimpaired capital and unimpaired
surplus. Section 22(h) also prohibits loans above amounts prescribed by the
appropriate federal banking agency to directors, executive officers and
stockholders who own more than 10% of a savings bank, and their respective
affiliates, unless such loan is approved in advance by a majority of the
disinterested directors of the board of directors of the savings bank and
Century Bancorp. Any "interested" director may not participate in the voting.
The Federal Reserve has prescribed the loan amount (which includes all other
outstanding loans to such person), as to which such prior board of director
approval is required, as being the greater of $25,000 or 5% of unimpaired
capital and unimpaired surplus (up to $500,000). Further, pursuant to Section
22(h) the Federal Reserve requires that loans to directors, executive officers,
and principal stockholders be made on terms substantially the same as offered in
comparable transactions to other persons and not involve more than the normal
risk of repayment or present other unfavorable features. Section 22(h) also
generally prohibits a depository institution from paying the overdrafts of any
of its executive officers or directors.

     Insurance of Deposit Accounts.  The FDIC administers two separate deposit
insurance funds.  The SAIF maintains a fund to insure the deposits of most
savings institutions and the Bank Insurance Fund ("BIF") maintains a fund to
insure the deposits of most commercial banks.  Home Savings is a member of the
SAIF of the FDIC.

     Home Savings is required to pay assessments to the FDIC based on a
percentage of its insured deposits.  Under the FDIC's risk-based deposit
insurance assessment system, the assessment rate for an insured depository
institution depends on the assessment risk classification assigned to the
institution by the FDIC, which is determined by the institution's capital level
and supervisory evaluations.  Based on the data reported to regulators for the
date closest to the last day of the seventh month preceding the semi-annual
assessment period, institutions are assigned to one of the

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three capital groups- well capitalized, adequately capitalized or
undercapitalized - using the same percentage criteria as in the prompt
corrective action regulations. See "-Prompt Corrective Regulatory Action."

     Within each capital group, institutions are assigned to one of three
subgroups on the basis of supervisory evaluations by the institution's primary
supervisory authority and such other information as the FDIC determines to be
relevant to the institution's financial condition and the risk posed to the
deposit insurance fund. Subgroup A consists of financially sound institutions
with only a few minor weaknesses. Subgroup B consists of institutions that
demonstrate weaknesses which, if not corrected, could result in significant
deterioration of the institution and increased risk of loss to the deposit
insurance fund. Subgroup C consists of institutions that pose a substantial
probability of loss to the deposit insurance fund unless effective corrective
action is taken.

     The assessment rate for SAIF members had ranged from 0.23% of deposits for
well capitalized institutions in Subgroup A to 0.31% of deposits for
undercapitalized institutions in Subgroup C while assessments for over 90% of
the BIF members had been the statutory minimum of $2,000. However, recently
enacted legislation provided for a one-time assessment equal to 65.7 basis
points times insured deposits as of March 31, 1995. This assessment fully
capitalized the SAIF. Accordingly, although the special assessment resulted in a
substantial one-time charge of Home Savings during its fiscal year ended June
30, 1997, the recapitalization of the SAIF had the effect of reducing Home
Savings' future deposit insurance premiums to the SAIF. Under the recently
enacted legislation, most BIF members will be assessed approximately 1.3 basis
points while the rate for most SAIF members will be approximately 6.4 basis
points until January 1, 2000. At that time, BIF and SAIF members will begin pro
rata sharing of the payment at an expected rate of 2.43 basis points.

     Community Reinvestment Act. Home Savings, like other financial
institutions, is subject to the Community Reinvestment Act ("CRA"). A purpose of
the CRA is to encourage financial institutions to help meet the credit needs of
its entire community, including the needs of low-and moderate-income
neighborhoods. Financial institutions' compliance with the CRA is regularly
evaluated by their regulatory agencies.

     Under recently adopted regulations, institutions are first evaluated and
rated under three categories: a lending test, an investment test and a service
test. For each of these three tests, the institution is given a rating of either
"outstanding," "high satisfactory," "low satisfactory," "needs to improve" or
"substantial non-compliance." A set of criteria for each rating has been
developed and is included in the regulation. If an institution disagrees with a
particular rating, the institution has the burden of rebutting the presumption
by clearly establishing the that the quantitative measures do not accurately
present its actual performance, or that demographics, competitive conditions or
economic or legal limitations peculiar to its service area should be considered.
The ratings received under the three tests are used to determine the overall
composite CRA rating. The composite ratings are "outstanding," "satisfactory,"
"needs to improve" or "substantial non-compliance."

     During Home Savings' last compliance examination, Home Savings received a
"satisfactory" rating with respect to CRA compliance. Home Savings' rating with
respect to CRA compliance would be a factor to be considered by the Federal
Reserve and FDIC in considering applications submitted by Home Savings to
acquire branches or to acquire or combine with other financial institutions and
take other actions and, if such rating was less than "satisfactory," could
result in the denial of such applications.

     Capital Requirements Applicable To Home Savings. The FDIC requires Home
Savings to have a minimum leverage ratio of Tier I capital (principally
consisting of common stockholders' equity, noncumulative perpetual preferred
stock and minority interests in consolidated subsidiaries, less certain
intangible items, goodwill items, identified losses and investments in
securities subsidiaries) to total assets of at least 3%; provided, however that
all institutions, other than those (i) receiving the highest rating during the
examination process and (ii) not anticipating or experiencing any significant
growth, are required to maintain a ratio of 1% or 2% above the stated minimum,
with an absolute minimum leverage ratio of not less than 4%. The FDIC also
requires Home Savings to have a ratio of total capital to risk-weighted assets,
including certain off-balance sheet activities, such as standby letters of
credit, of at least

                                       8
<PAGE>

8%. At least half of the total capital is required to be Tier I capital. The
remainder ("Tier II capital") may consist of a limited amount of subordinated
debt, certain hybrid capital instruments, other debt securities, certain types
of preferred stock and a limited amount of loan loss allowance.

     An institution which fails to meet minimum capital requirements may be
subject to a capital directive which is enforceable in the same manner and to
the same extent as a final cease and desist order, and must submit a capital
plan within 60 days to the FDIC. If the leverage ratio falls to 2% or less, the
institution may be deemed to be operating in an unsafe or unsound condition,
allowing the FDIC to take various enforcement actions, including possible
termination of insurance or placement of the institution in receivership. At
June 30, 1999, Home Savings had a leverage ratio of 17.2%.

     The Administrator requires that net worth equal at least 5% of total
assets. Intangible assets must be deducted from net worth and assets when
computing compliance with this requirement.

     At June 30, 1999, Home Savings complied with each of the capital
requirements of the FDIC and the Administrator.

     Each federal banking agency is required to establish risk-based capital
standards that take adequate account of interest rate risk, concentration of
credit risk, and the risk of nontraditional activities, as well as reflect the
actual performance and expected risk of loss on multifamily mortgages.

     On August 2, 1995, the federal banking agencies issued a joint notice of
adoption of final risk-based capital rules to take account of interest rate
risk. The final regulation required an assessment of the need for additional
capital on a case-by-case basis, considering both the level of measured exposure
and qualitative risk factors. The final rule also stated an intent to, in the
future, establish an explicit minimum capital charge for interest rate risk
based on the level of a bank's measured interest rate risk exposure.

     Effective June 26, 1996, the federal banking agencies issued a joint policy
statement announcing the agencies' election not to adopt a standardized measure
and explicit capital charge for interest rate risk at that time. Rather, the
policy statement (i) identifies the main elements of sound interest rate risk
management, (ii) describes prudent principles and practices for each of those
elements, and (iii) describes the critical factors affecting the agencies'
evaluation of a bank's interest rate risk when making a determination of capital
adequacy.

     Loans to One Borrower. Home Savings is subject to the Administrator's
loans-to-one borrower limits. Under these limits, no loans and extensions of
credit to any borrower outstanding at one time and not fully secured by readily
marketable collateral shall exceed 15% of the net worth of the savings bank.
Loans and extensions of credit fully secured by readily marketable collateral
may comprise an additional 10% of net worth. Notwithstanding the limits just
described, savings institutions may make loans to one borrower, for any purpose,
in an amount of up to $500,000. A savings institution also is authorized to make
loans to one borrower to develop domestic residential housing units, not to
exceed the lesser of $30 million, or 30% of the savings institution's net worth,
provided that

     .    the purchase price of each single-family dwelling in the development
          does not exceed $500,000;

     .    the savings institution is in compliance with its fully phased-in
          capital requirements;

     .    the loans comply with applicable loan-to-value requirements;

     .    the aggregate amount of loans made under this authority does not
          exceed 150% of net worth; and

     .    the institution's regulator issues an order permitting the savings
          institution to use this higher limit.

                                       9
<PAGE>

These limits also authorize a savings bank to make loans-to-one borrower to
finance the sale of real property acquired in satisfaction of debts in an amount
up to 50% of net worth.

     As of June 30, 1999, the largest aggregate amount of loans which Home
Savings had to any one borrower was $1.6 million; these loans were performing in
accordance with their original terms on that date. Home Savings had no loans
outstanding which management believes violate applicable loans-to-one borrower
limits.

     Federal Home Loan Bank System. The FHLB system provides a central credit
facility for member institutions. As a member of the FHLB of Atlanta, Home
Savings is required to own capital stock in the FHLB of Atlanta in an amount at
least equal to the greater of 1% of the aggregate principal amount of its unpaid
residential mortgage loans, home purchase contracts and similar obligations at
the end of each calendar year, or 5% of its outstanding advances (borrowings)
from the FHLB of Atlanta. On June 30, 1999, Home Savings was in compliance with
this requirement with an investment in FHLB of Atlanta stock of $673,500.

     Federal Reserve System. Federal Reserve regulations require savings banks,
not otherwise exempt from the regulations, to maintain reserves against their
transaction accounts (primarily negotiable order of withdrawal accounts) and
certain nonpersonal time deposits. The reserve requirements are subject to
adjustment by the Federal Reserve. As of June 30, 1999, Home Savings was in
compliance with the applicable reserve requirements of the Federal Reserve.

     Restrictions on Acquisitions. Federal law generally provides that no
"person," acting directly or indirectly or through or in concert with one or
more other persons, may acquire "control," as that term is defined in FDIC
regulations, of an insured institution, such as Home Savings, without giving at
least 60 days' written notice to the FDIC and providing the FDIC an opportunity
to disapprove the proposed acquisition. Pursuant to regulations governing
acquisitions of control, control of an insured institution is conclusively
deemed to have been acquired, among other things, upon the acquisition of more
than 25% of any class of voting stock. In addition, control is generally
presumed to have been acquired, subject to rebuttal, upon the acquisition of
more than 10% of any class of voting stock. Such acquisitions of control may be
disapproved if it is determined, among other things, that

     .    the acquisition would substantially lessen competition;

     .    the financial condition of the acquiring person might jeopardize the
          financial stability of the savings bank or prejudice the interests of
          its depositors; or

     .    the competency, experience or integrity of the acquiring person or the
          proposed management personnel indicates that it would not be in the
          interest of the depositors or the public to permit the acquisition of
          control by such person.

     For three years following completion of the Conversion, North Carolina
conversion regulations require the prior written approval of the Administrator
before any person may directly or indirectly offer to acquire or acquire the
beneficial ownership of more than 10% of any class of an equity security of Home
Savings. If any person were to so acquire the beneficial ownership of more than
10% of any class of any equity security without prior written approval, the
securities beneficially owned in excess of 10% would not be counted as shares
entitled to vote and would not be voted or counted as voting shares in
connection with any matter submitted to stockholders for a vote. Approval is not
required for (i) any offer with a view toward public resale made exclusively to
Home Savings or its underwriters or the selling group acting on its behalf or
(ii) any offer to acquire or acquisition of beneficial ownership of more than
10% of the common stock of Home Savings by a corporation whose ownership is or
will be substantially the same as the ownership of Home Savings. The
Administrator may approve such an acquisition upon a finding that (i) the
acquisition is necessary to protect the safety and soundness of Century Bancorp
and Home Savings or the Boards of Directors of Century Bancorp and Home Savings
support the acquisition and (ii) the acquiror is of good character and integrity
and possesses satisfactory managerial skills, the acquiror will be a source of
financial strength to Century Bancorp and Home Savings and the public interests
will not be adversely affected.

                                       10
<PAGE>

     Liquidity. Home Savings is subject to the Administrator's requirement that
the ratio of liquid assets to total assets equal at least 10%. The computation
of liquidity under North Carolina regulation allows the inclusion of mortgage-
backed securities and investments which, in the judgment of the Administrator,
have a readily marketable value, including investments with maturities in excess
of five years. On June 30, 1999, Home Savings' liquidity ratio, calculated in
accordance with North Carolina regulations, was approximately 11.9%.

     Additional Limitations on Activities. Recent FDIC law and regulations
generally provide that Home Savings may not engage as principal in any type of
activity, or in any activity in an amount, not permitted for national banks, or
directly acquire or retain any equity investment of a type or in an amount not
permitted for national banks. The FDIC has authority to grant exceptions from
these prohibitions (other than with respect to non-service corporation equity
investments) if it determines no significant risk to the insurance fund is posed
by the amount of the investment or the activity to be engaged in and if Home
Savings is and continues to be in compliance with fully phased-in capital
standards. National banks are generally not permitted to hold equity investments
other than shares of service corporations and certain federal agency securities.
Moreover, the activities in which service corporations are permitted to engage
are limited to those of service corporations for national banks.

     Savings banks are also generally prohibited from directly or indirectly
acquiring or retaining any corporate debt security that is not of investment
grade (generally referred to as "junk bonds"). State savings banks are also
required to notify the FDIC at least 30 days prior to the establishment or
acquisition of any subsidiary, or at least 30 days prior to conducting any such
new activity. Any such activities must be conducted in accordance with the
regulations and orders of the FDIC and the Administrator.

     Prompt Corrective Regulatory Action. The Federal Deposit Insurance
Corporation Improvement Act of 1991 provided the federal banking agencies with
broad powers to take corrective action to resolve problems of insured depository
institutions. The extent of these powers depends upon whether the institutions
in question are "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized," or "critically
undercapitalized." Under the FDIC regulations applicable to Community Savings,
an institution is considered "well capitalized" if it has

     .    a total risk-based capital ratio of 10% or greater,

     .    a Tier I risk-based capital ratio of 6% or greater,

     .    a leverage ratio of 5% or greater, and

     .    is not subject to any order or written directive to meet and maintain
          a specific capital level for any capital measure.

An "adequately capitalized" institution is defined as one that has

     .    a total risk-based capital ratio of 8% or greater,

     .    a Tier I risk-based capital ratio of 4% or greater, and

     .    a leverage ratio of 4% or greater (or 3% or greater in the case of an
          institution with the highest examination rating that is not
          experiencing or anticipating significant growth).

An institution is considered "undercapitalized" if it has

     .    a total risk-based capital ratio of less than 8%,

                                       11
<PAGE>

     .    a Tier I risk-based capital ratio of less than 4%, or

     .    a leverage ratio of less than 4% (or 3% in the case of an institution
          with the highest examination rating that is not experiencing or
          anticipating significant growth).

An institution is considered "significantly undercapitalized" if the institution
has

     .    a total risk-based capital ratio of less than 6%, or

     .    a Tier I risk-based capital ratio of less than 3% or

     .    a leverage ratio of less than 3%.

An institution is considered "critically undercapitalized" if the institution
has a ratio of tangible equity to total assets equal to or less than 2%.  Home
Savings is considered to be "well capitalized" under the rules set forth above.

     Interstate Banking. The Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Banking Act"), effective September 29,
1995, permits adequately capitalized bank and savings bank holding companies to
acquire control of banks and savings banks in any state.

     Such interstate acquisitions are subject to certain restrictions. States
may require the bank or savings bank being acquired to have been in existence
for a certain length of time but not in excess of five years. In addition, no
bank or saving bank may acquire more than 10% of the insured deposits in the
United States or more than 30% of the insured deposits in any one state, unless
the state has specifically legislated a higher deposit cap. States are free to
legislate stricter deposit caps.

     The Interstate Banking Act also provides for interstate branching,
effective June 1, 1997, allowing interstate branching in all states, provided
that a particular state has not specifically denied interstate branching by
legislation prior to such time. Unlike interstate acquisitions, a state could
deny interstate branching if it specifically elected to do so by June 1, 1997.
States could choose to allow interstate branching prior to June 1, 1997 by
opting-in to a group of states that permitted these transactions. These states
generally allow interstate branching via a merger of an out-of-state bank with
an in-state bank, or on a de novo basis. North Carolina has enacted legislation
permitting branching transactions.

     Restrictions on Dividends and Other Capital Distributions. A North
Carolina-chartered stock savings bank may not declare or pay a cash dividend on,
or repurchase any of, its capital stock if the effect of such transaction would
be to reduce the net worth of the institution to an amount which is less than
the minimum amount required by applicable federal and state regulations. In
addition, a North Carolina-chartered stock savings bank, for a period of five
years after its conversion from mutual to stock form, must obtain the written
approval from the Administrator before declaring or paying a cash dividend on
its capital stock in an amount in excess of one-half of the greater of (i) the
institution's net income for the most recent fiscal year end, or (ii) the
average of the institution's net income after dividends for the most recent
fiscal year end and not more than two of the immediately preceding fiscal year
ends, if applicable. Under FDIC regulations, stock repurchases may be made by
the savings bank only upon receipt of FDIC approval.

     Also, without the prior written approval of the Administrator, a North
Carolina-chartered stock savings bank, for a period of five years after its
conversion from mutual to stock form, may not repurchase any of its capital
stock. The Administrator will give approval to repurchase only upon a showing
that the proposed repurchase will not adversely affect the safety and soundness
of the institution.

                                       12
<PAGE>

     In addition, Home Savings is not permitted to declare or pay a cash
dividend on or repurchase any of its capital stock if the effect thereof would
be to cause its net worth to be reduced below the amount required for the
liquidation account established in connection with Home Savings' conversion from
mutual to stock ownership.

     Other North Carolina Regulations. As a North Carolina-chartered savings
bank, Home Savings derives its authority from, and is regulated by, the
Administrator. The Administrator has the right to promulgate rules and
regulations necessary for the supervision and regulation of North Carolina
savings banks under his jurisdiction and for the protection of the public
investing in such institutions. The regulatory authority of the Administrator
includes, but is not limited to, the establishment of reserve requirements; the
regulation of the payment of dividends; the regulation of stock repurchases, the
regulation of incorporators, stockholders, directors, officers and employees;
the establishment of permitted types of withdrawable accounts and types of
contracts for savings programs, loans and investments; and the regulation of the
conduct and management of savings banks, chartering and branching of
institutions, mergers, conversions and conflicts of interest. North Carolina law
requires that Home Savings maintain federal deposit insurance as a condition of
doing business.

     The Administrator conducts regular examinations of North Carolina-chartered
savings banks. The purpose of such examinations is to assure that institutions
are being operated in compliance with applicable North Carolina law and
regulations and in a safe and sound manner. These examinations are usually
conducted on a joint basis with the FDIC. In addition, the Administrator is
required to conduct an examination of any institution when he has good reason to
believe that the standing and responsibility of the institution is of doubtful
character or when he otherwise deems it prudent. The Administrator is empowered
to order the revocation of the license of an institution if he finds that it has
violated or is in violation of any North Carolina law or regulation and that
revocation is necessary in order to preserve the assets of the institution and
protect the interests of its depositors. The Administrator has the power to
issue cease and desist orders if any person or institution is engaging in, or
has engaged in, any unsafe or unsound practice or unfair and discriminatory
practice in the conduct of its business or in violation of any other law, rule
or regulation.

     A North Carolina-chartered savings bank must maintain net worth, computed
in accordance with the Administrator's requirements, of 5% of total assets and
liquidity of 10% of total assets, as discussed above. Additionally, a North
Carolina-chartered savings bank is required to maintain general valuation
allowances and specific loss reserves in the same amounts as required by the
FDIC.

     Subject to limitation by the Administrator, North Carolina-chartered
savings banks may make any loan or investment or engage in any activity which is
permitted to federally chartered institutions. However, a North Carolina-
chartered savings bank cannot invest more than 15% of its total assets in
business, commercial, corporate and agricultural loans. In addition to such
lending authority, North Carolina-chartered savings banks are authorized to
invest funds, in excess of loan demand, in certain statutorily permitted
investments, including but not limited to (i) obligations of the United States,
or those guaranteed by it; (ii) obligations of the State of North Carolina;
(iii) bank demand or time deposits; (iv) stock or obligations of the federal
deposit insurance fund or a FHLB; (v) savings accounts of any savings
institution as approved by the board of directors; and (vi) stock or obligations
of any agency of the State of North Carolina or of the United States or of any
corporation doing business in North Carolina whose principal business is to make
education loans.

     North Carolina law provides a procedure by which savings institutions may
consolidate or merge, subject to approval of the Administrator. The approval is
conditioned upon findings by the Administrator that, among other things, such
merger or consolidation will promote the best interests of the members or
stockholders of the merging institutions. North Carolina law also provides for
simultaneous mergers and conversions and for supervisory mergers conducted by
the Administrator.

     Future Requirements. Statutes and regulations are regularly introduced
which contain wide-ranging proposals for altering the structures, regulations
and competitive relationships of financial institutions. It cannot be

                                       13
<PAGE>

predicted whether or what form any proposed statute or regulation will be
adopted or the extent to which the business of Century Bancorp and Home Savings
may be affected by such statute or regulation.

ITEM 2.   DESCRIPTION OF PROPERTY

     The following table sets forth the location of Home Savings' headquarters
office in Thomasville, North Carolina, as well as certain other information
relating to this office as of June 30, 1999:

<TABLE>
<CAPTION>
                                                     Net Book
                                                     Value of
                                                   Property and      Owned or
                                                   Improvements       Leased
                                                   ------------      --------
<S>                                                <C>               <C>
22 Winston Street
Thomasville, North Carolina 27360                    $573,876         Owned
</TABLE>


     Home Savings' headquarters is the only real property owned by Century
Bancorp that is used in its operations. Century Bancorp's management considers
the property to be in good condition and is of the opinion that it is adequately
covered by insurance. The total net book value of Home Savings' furniture,
fixtures and equipment at June 30, 1999 was $73,678. Any property acquired as a
result of foreclosure or by deed in lieu of foreclosure is classified as real
estate owned until such time as it is sold or otherwise disposed of by Home
Savings in an effort to recover its investment. On June 30, 1999 Home Savings
recorded no real estate acquired in settlement of loans.

ITEM 3.  LEGAL PROCEEDINGS

     In the opinion of management, neither Century Bancorp nor Home Savings is
involved in any pending legal proceedings other than routine litigation that is
incidental to their business.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of Century Bancorp's stockholders during
the quarter ended June 30, 1999.


                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     See the information under the section captioned "Common Stock Information"
on pages 41 and 42 of Century Bancorp's 1999 Annual Report, which section is
incorporated herein by reference. See "ITEM 1. DESCRIPTION OF BUSINESS --
Regulation of Home Savings -- Restrictions on Dividends and Other Capital
Distributions" above for regulatory restrictions which limit the ability of Home
Savings to pay dividends to Century Bancorp.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

                                       14
<PAGE>

     See the information set forth under ITEM 1 above and the information set
forth under the section captioned "Management's Discussion and Analysis" on
pages 3 through 11 in Century Bancorp's 1999 Annual Report, which section is
incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS

     The consolidated financial statements of Century Bancorp set forth on pages
12 through 40 in Century Bancorp's 1999 Annual Report are incorporated herein by
reference.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     N/A.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH 16(a) OF THE EXCHANGE ACT

     The information required by this Item regarding directors and executive
officers of Century Bancorp is set forth under the sections captioned "Proposal
1 - Election of Directors" on page 6 of the Proxy Statement and "Executive
Officers" on pages 7 and 8 of the Proxy Statement, which sections are
incorporated herein by reference.

     The information required by this Item regarding compliance with Section
16(a) of the Securities Exchange Act of 1934 is set forth under the section
captioned "Section 16(a) Beneficial Ownership Reporting Compliance" set forth on
page 5 of the Proxy Statement, which is incorporated herein by reference.

ITEM 10. EXECUTIVE COMPENSATION

     The information required by this Item is set forth under the sections
captioned "Proposal 1 - Election of Directors - Director Compensation" on page 7
and "- Management Compensation" on pages 8 through 14 of the Proxy Statement,
which sections are incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this Item is incorporated by reference from the
section captioned "Security Ownership of Certain Beneficial Owners" on pages 2
through 5 of the Proxy Statement.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     See the section captioned "Certain Indebtedness and Transactions of
Management" on page 14 of the Proxy Statement, which section is incorporated
herein by reference.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

                                       15
<PAGE>

     (3)(i)    Certificate of Incorporation, incorporated herein by reference to
               Exhibit 3.1 to the Registration Statement on Form S-1,
               Registration No. 333-8625, dated July 23, 1996 and amended on
               October 8, 1996 and November 7, 1996.

     (3)(ii)   Bylaws, incorporated herein by reference to Exhibit 3.2 to the
               Registration Statement on Form S-1, Registration No. 333-8625,
               dated July 23, 1996 and amended on October 8, 1996 and November
               7, 1996.

     (4)       Specimen Stock Certificate incorporated herein by reference to
               Exhibit 4.1 to the Registration Statement on Form S-1,
               Registration No. 333-8625, dated July 23, 1996 and amended on
               October 8, 1996 and November 7, 1996.

     10(a)     Employment Agreement with James G. Hudson, Jr. incorporated
               herein by reference to Exhibit 10(a) of Century Bancorp's Annual
               Report on From 10-KSB for the fiscal year ended June 30, 1997
               filed September 25, 1997.

     10(b)     Special Termination Agreements with John E. Todd and Drema A.
               Michael incorporated herein by reference to Exhibit 10(b) of
               Century Bancorp's Annual Report on From 10-KSB for the fiscal
               year ended June 30, 1997 filed September 25, 1997.

     10(c)     Supplemental Income Agreements with James G. Hudson, Jr.
               incorporated herein by reference to Exhibit 10(c) of Century
               Bancorp's Annual Report on From 10-KSB for the fiscal year ended
               June 30, 1997 filed September 25, 1997.

     10(d)     Century Bancorp, Inc. Stock Option Plan incorporated herein by
               reference to Appendix A to Century Bancorp's Proxy Statement for
               the Special Meeting of Stockholders held on February 17, 1998 and
               filed January 9, 1998.

     10(e)     Home Savings, Inc., SSB Management Recognition Plan and Trust
               Agreement incorporated herein by reference to Appendix A to
               Century Bancorp's Proxy Statement for the Special Meeting of
               Stockholders held on February 17, 1998 and filed January 9, 1998.

     (11)      Statement Regarding Computation of Per Share Earnings

     (13)      Portions of 1999 Annual Report to Stockholders

     (21)      See ITEM 1. - "DESCRIPTION OF BUSINESS --Subsidiaries." for
               discussion of subsidiaries

     (27)      Financial Data Schedule

Reports on Form 8-K

     Century Bancorp filed a report on Form 8-K on June 18, 1999 to announce an
amendment to its stock repurchase plan.

                                       16
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                            CENTURY BANCORP, INC.


Date: September 28, 1999              By:   /s/ James G. Hudson, Jr.
                                            --------------------------------
                                                   James G. Hudson, Jr.
                                                   President, Treasurer, and
                                                    Chief Executive Officer



                                       17