AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 2001
                                                         FILE NO. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                              CENTURY BANCORP, INC
             (Exact Name of Registrant as Specified in its Charter)

            MASSACHUSETTS                                     04-2498617
   (State or Other Jurisdiction of                         (I.R.S. Employer
    Incorporation or Organization)                        Identification No.)

                      400 MYSTIC AVENUE, MEDFORD, MA 02155
              (Address of Principal Executive Offices) (Zip Code)


                  CENTURY BANCORP, INC. 2000 STOCK OPTION PLAN
                            (Full Title of the Plan)



                               MARSHALL M. SLOANE
                Chairman, President and Chief Executive Officer
                             CENTURY BANCORP, INC.
                                400 Mystic Avenue
                          Medford, Massachusetts 02155
                    (Name and address of Agent for Service)

                                 (617) 391-4000
          Telephone Number, Including Area Code, of Agent for Service


                                    Copy to:

                           STEPHEN H. FABERMAN, ESQ.
                                BINGHAM DANA LLP
                               150 Federal Street
                              Boston, MA 02110-1726
                                 (617) 951-8000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

<S>                             <C>             <C>             <C>                <C>
   ---------------------------- --------------- --------------- ----------------- ---------------
                                                   PROPOSED         PROPOSED
                                    AMOUNT         MAXIMUM          MAXIMUM          AMOUNT OF
     TITLE OF EACH CLASS OF         TO BE       OFFERING PRICE     AGGREGATE       REGISTRATION
   SECURITIES TO BE REGISTERED  REGISTERED(1)    PER SHARE(2)   OFFERING PRICE(2)       FEE
   ---------------------------- --------------- --------------- ----------------- ---------------

   Class A Common Stock,
   $1.00 par value............     150,000         $18.125        $2,718,750           $600
   ---------------------------- --------------- --------------- ---------------   ---------------
</TABLE>

     (1)  Pursuant  to  Rule  416  under  the  Securities  Act  of  1933,   this
Registration  Statement also covers an indeterminate  number of shares as may be
required  to cover  possible  adjustments  under the Plan by reason of any stock
dividend,   stock  split,   share  combination,   exchange  of  shares,   merger
consolidation, separation, reorganization recapitalization,  liquidation, or the
like, of or by the  Registrant.  In addition,  pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee  benefit plan
described herein.

     (2)  Calculated in accordance  with the  provisions of Rule 457(h) based on
the average of the bid and listed  prices  reported on April 2, 2001.  It is not
known how many shares,  if any, will be purchased  upon exercise of the election
granted under the Plan or at what price such shares will be purchased.

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the  information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) of the Securities Act. Such documents need not be
filed with the Securities and Exchange  Commission (the "SEC") either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424 of the Securities Act. These  documents,  which include the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed by Century Bancorp,  Inc. (the "Registrant")
with  the  SEC  are  hereby  incorporated  by  reference  in  this  Registration
Statement:

     (a)  The  Registrant's  latest  Annual  Report  filed on Form  10-K for the
          fiscal year ended December 31, 2000; and

     (b)  The  description  of  the  Class  A  Common  Stock  contained  in  the
          Registrant's Registration Statement on Form 8-A, as filed with the SEC
          under Section  12(g) of the Exchange  Act,  including any amendment or
          report filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all of such  securities  then remaining  unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document,  all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed,  except as so modified or amended,  to  constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     A  description  of the  Registrant's  Common  Stock  to be  offered  is not
provided in this  Registration  Statement because such class of the Registrant's
securities is registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS OR COUNSEL.

     Neither  the  Registrant's   independent   auditors,   KPMG  LLP,  nor  the
Registrant's  counsel,  Bingham  Dana LLP,  nor any  individual  employed  by or
associated with such firm or individual in a professional capacity, was employed
by the  Registrant in  connection  with matters  described in this  registration
statement on a contingent basis or has, or is to receive in connection with this
offering, a substantial  interest,  direct or indirect, in the Registrant or was
connected  with the  Registrant  as a  promoter,  managing  underwriter  (or any
principal underwriter,  if there are no managing underwriters),  voting trustee,
director, officer or employee.


<PAGE>

ITEM 6.  INDEMNIFICATION oF DIRECTORS AND OFFICERS

     Section 67 of Chapter 156B of the  Massachusetts  General  Laws  provides a
statutory  framework covering  indemnification of directors and officers against
liabilities and expenses arising out of legal  proceedings  brought against them
by reason of their status or service as directors or officers. In addition,  the
Registrant's  Articles of Organization  provide for  indemnification of officers
and directors, subject to certain limitations.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The following exhibits are filed as part of this Registration Statement:

     4.3 2000 Stock Option Plan.

     5  Opinion of Bingham Dana LLP as to the legality of the securities being
registered.

     23.1 Consent of Bingham Dana LLP (included in Exhibit 5).

     23.2 Consent of KPMG LLP.

     24 Power of Attorney (included in signature page to Registration
Statement).

ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement, to include
     any  material  information  with  respect to the plan of  distribution  not
     previously disclosed in this Registration  Statement or any material change
     to such information in this Registration Statement;

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof;

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering;

          (4)  That,  for  purposes  of  determining  any  liability  under  the
     Securities  Act  of  1933  (the  "Securities  Act"),  each  filing  of  the
     Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
     Exchange Act (and,  where  applicable,  each filing of an employee  benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the Registration  Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof; and

          (5)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities  Act may be permitted  to  directors,  officers and  controlling
     persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
     otherwise,  the  Registrant has been advised that in the opinion of the SEC
     such indemnification is against public policy as expressed in the

<PAGE>

     Securities Act and is, therefore,  unenforceable. In the event that a claim
     for indemnification against such liabilities (other than the payment by the
     Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.



                  [Remainder of page intentionally left blank]


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Medford, Commonwealth of Massachusetts,  on this 26th
day of March, 2001.

                           CENTURY BANCORP, INC.


                           By: /s/ Marshall M. Sloane
                                 Marshall M. Sloane, Chairman, President and
                                 Chief Executive Officer



                                POWER OF ATTORNEY

     We, the undersigned Officers and Directors of Century Bancorp, Inc., hereby
severally constitute and appoint Marshall M. Sloane, Jonathan G. Sloane and Paul
V. Cusick,  Jr. and each of them singly, our true and lawful attorneys with full
power to them,  and each of them singly,  to sign for us and in our names in the
capacities  indicated  below,  the  Registration  Statement  on Form  S-8  filed
herewith and any and all  pre-effective  and  post-effective  amendments to said
Registration Statement,  and generally to do all such things in our names and on
our  behalf in our  capacities  as  Officers  and  Directors  to enable  Century
Bancorp,  Inc. to comply with the  provisions of the Securities Act of 1933, and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming  our signatures as they may be signed by our said attorneys or any of
them, to said Registration Statement and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


Signature                           Title                            Date


_______________________             Director                     March __, 2001
GEORGE R. BALDWIN


_______________________             Director                     March __, 2001
ROGER S. BERKOWITZ


/s/ KARL E. CASE, PH.D.             Director                     March 26, 2001
KARL E. CASE, PH.D.


/s/ HENRY L. FOSTER, D.V.M.         Director                     March 26, 2001
HENRY L. FOSTER, D.V.M.


/s/ MARSHALL I. GOLDMAN             Director                     March 26, 2001
MARSHALL I. GOLDMAN


/s/ RUSSELL B. HIGLEY, ESQ.         Director                     March 26, 2001
RUSSELL B. HIGLEY, ESQ.

<PAGE>

/s/ JONATHAN B. KAY                 Director                     March 26, 2001
JONATHAN B. KAY


/s/ DONALD H. LANG                  Director                     March 26, 2001
DONALD H. LANG


/s/ FRASER LEMLEY                   Director                     March 26, 2001
FRASER LEMLEY


/s/ JOSEPH P. MERCURIO              Director                     March 26, 2001
JOSEPH P. MERCURIO


/s/ JOSEPH J. SENNA, ESQ.           Director                     March 26, 2001
JOSEPH J. SENNA, ESQ.


/s/ BARRY R. SLOANE                 Director                     March 26, 2001
BARRY R. SLOANE


/s/ JONATHAN G. SLOANE   Director and Executive Vice President   March 26, 2001
JONATHAN G. SLOANE


/s/ MARSHALL M. SLOANE   Chairman, President and Chief           March 26, 2001
MARSHALL M. SLOANE            Executive Officer


/s/ STEPHANIE SONNABEND             Director                     March 26, 2001
STEPHANIE SONNABEND


/s/ GEORGE F. SWANSBURG             Director                     March 26, 2001
GEORGE F. SWANSBURG


/s/ JON WESTLING                    Director                     March 26, 2001
JON WESTLING


/s/ PAUL V. CUSICK, JR.    Vice President and Treasurer          March 26, 2001
PAUL V. CUSICK, JR.        Principal Financial Officer

<PAGE>

/s/ KENNETH A. SAMUELIAN   Vice President and Controller         March 26, 2001
KENNETH A. SAMUELIAN         Century Bank and Trust
                          Principal Accounting Officer



<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT NUMBER                 DESCRIPTION

      4.3         2000 Stock Option Plan.

       5          Opinion of Bingham Dana LLP as to the
                  legality of the securities being
                  registered.

      23.1        Consent of Bingham Dana LLP (included
                  in Exhibit 5).

      23.2        Consent of KPMG LLP.

       24         Power of Attorney (included in signature
                  page to Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "centurybancorps8.txt", "description": "CENTURY BANCORP S-8", "secsgml_size_bytes": 16100}]
{"company-data": {"conformed-name": "CENTURY BANCORP INC", "cik": "0000812348", "assigned-sic": "6022", "irs-number": "042498617", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58196", "film-number": "1593097"}, "business-address": {"street1": "400 MYSTIC AVENUE", "city": "MEDFORD", "state": "MA", "zip": "01887", "phone": "6173934606"}, "mail-address": {"street1": "400 MYSTIC AVE", "city": "MEDFORD", "state": "MA", "zip": "01887"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 2001
                                                         FILE NO. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              CENTURY BANCORP, INC
             (Exact Name of Registrant as Specified in its Charter)

            MASSACHUSETTS                                     04-2498617
   (State or Other Jurisdiction of                         (I.R.S. Employer
    Incorporation or Organization)                        Identification No.)

                      400 MYSTIC AVENUE, MEDFORD, MA 02155
              (Address of Principal Executive Offices) (Zip Code)

                  CENTURY BANCORP, INC. 2000 STOCK OPTION PLAN
                            (Full Title of the Plan)

                               MARSHALL M. SLOANE
                Chairman, President and Chief Executive Officer
                             CENTURY BANCORP, INC.
                                400 Mystic Avenue
                          Medford, Massachusetts 02155
                    (Name and address of Agent for Service)

                                 (617) 391-4000
          Telephone Number, Including Area Code, of Agent for Service

                                    Copy to:

                           STEPHEN H. FABERMAN, ESQ.
                                BINGHAM DANA LLP
                               150 Federal Street
                              Boston, MA 02110-1726
                                 (617) 951-8000

                         CALCULATION OF REGISTRATION FEE
---------------------------- --------------- --------------- ----------------- ---------------
                                                   PROPOSED         PROPOSED
                                    AMOUNT         MAXIMUM          MAXIMUM          AMOUNT OF
     TITLE OF EACH CLASS OF         TO BE       OFFERING PRICE     AGGREGATE       REGISTRATION
   SECURITIES TO BE REGISTERED  REGISTERED(1)    PER SHARE(2)   OFFERING PRICE(2)       FEE
   ---------------------------- --------------- --------------- ----------------- ---------------

   Class A Common Stock,
   $1.00 par value............     150,000         $18.125        $2,718,750           $600
   ---------------------------- --------------- --------------- ---------------   ---------------
(1)  Pursuant  to  Rule  416  under  the  Securities  Act  of  1933,   this
Registration  Statement also covers an indeterminate  number of shares as may be
required  to cover  possible  adjustments  under the Plan by reason of any stock
dividend,   stock  split,   share  combination,   exchange  of  shares,   merger
consolidation, separation, reorganization recapitalization,  liquidation, or the
like, of or by the  Registrant.  In addition,  pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee  benefit plan
described herein.

     (2)  Calculated in accordance  with the  provisions of Rule 457(h) based on
the average of the bid and listed  prices  reported on April 2, 2001.  It is not
known how many shares,  if any, will be purchased  upon exercise of the election
granted under the Plan or at what price such shares will be purchased.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the  information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) of the Securities Act. Such documents need not be
filed with the Securities and Exchange  Commission (the "SEC") either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424 of the Securities Act. These  documents,  which include the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed by Century Bancorp,  Inc. (the "Registrant")
with  the  SEC  are  hereby  incorporated  by  reference  in  this  Registration
Statement:

     (a)  The  Registrant's  latest  Annual  Report  filed on Form  10-K for the
          fiscal year ended December 31, 2000; and

     (b)  The  description  of  the  Class  A  Common  Stock  contained  in  the
          Registrant's Registration Statement on Form 8-A, as filed with the SEC
          under Section  12(g) of the Exchange  Act,  including any amendment or
          report filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all of such  securities  then remaining  unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document,  all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed,  except as so modified or amended,  to  constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     A  description  of the  Registrant's  Common  Stock  to be  offered  is not
provided in this  Registration  Statement because such class of the Registrant's
securities is registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS OR COUNSEL.

     Neither  the  Registrant's   independent   auditors,   KPMG  LLP,  nor  the
Registrant's  counsel,  Bingham  Dana LLP,  nor any  individual  employed  by or
associated with such firm or individual in a professional capacity, was employed
by the  Registrant in  connection  with matters  described in this  registration
statement on a contingent basis or has, or is to receive in connection with this
offering, a substantial  interest,  direct or indirect, in the Registrant or was
connected  with the  Registrant  as a  promoter,  managing  underwriter  (or any
principal underwriter,  if there are no managing underwriters),  voting trustee,
director, officer or employee.
ITEM 6.  INDEMNIFICATION oF DIRECTORS AND OFFICERS

     Section 67 of Chapter 156B of the  Massachusetts  General  Laws  provides a
statutory  framework covering  indemnification of directors and officers against
liabilities and expenses arising out of legal  proceedings  brought against them
by reason of their status or service as directors or officers. In addition,  the
Registrant's  Articles of Organization  provide for  indemnification of officers
and directors, subject to certain limitations.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The following exhibits are filed as part of this Registration Statement:

     4.3 2000 Stock Option Plan.

     5  Opinion of Bingham Dana LLP as to the legality of the securities being
registered.

     23.1 Consent of Bingham Dana LLP (included in Exhibit 5).

     23.2 Consent of KPMG LLP.

     24 Power of Attorney (included in signature page to Registration
Statement).

ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement, to include
     any  material  information  with  respect to the plan of  distribution  not
     previously disclosed in this Registration  Statement or any material change
     to such information in this Registration Statement;

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof;

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering;

          (4)  That,  for  purposes  of  determining  any  liability  under  the
     Securities  Act  of  1933  (the  "Securities  Act"),  each  filing  of  the
     Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
     Exchange Act (and,  where  applicable,  each filing of an employee  benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the Registration  Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof; and

          (5)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities  Act may be permitted  to  directors,  officers and  controlling
     persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
     otherwise,  the  Registrant has been advised that in the opinion of the SEC
     such indemnification is against public policy as expressed in the
Securities Act and is, therefore,  unenforceable. In the event that a claim
     for indemnification against such liabilities (other than the payment by the
     Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                  [Remainder of page intentionally left blank]
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Medford, Commonwealth of Massachusetts,  on this 26th
day of March, 2001.

                           CENTURY BANCORP, INC.

                           By: /s/ Marshall M. Sloane
                                 Marshall M. Sloane, Chairman, President and
                                 Chief Executive Officer

                                POWER OF ATTORNEY

     We, the undersigned Officers and Directors of Century Bancorp, Inc., hereby
severally constitute and appoint Marshall M. Sloane, Jonathan G. Sloane and Paul
V. Cusick,  Jr. and each of them singly, our true and lawful attorneys with full
power to them,  and each of them singly,  to sign for us and in our names in the
capacities  indicated  below,  the  Registration  Statement  on Form  S-8  filed
herewith and any and all  pre-effective  and  post-effective  amendments to said
Registration Statement,  and generally to do all such things in our names and on
our  behalf in our  capacities  as  Officers  and  Directors  to enable  Century
Bancorp,  Inc. to comply with the  provisions of the Securities Act of 1933, and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming  our signatures as they may be signed by our said attorneys or any of
them, to said Registration Statement and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                           Title                            Date

_______________________             Director                     March __, 2001
GEORGE R. BALDWIN

_______________________             Director                     March __, 2001
ROGER S. BERKOWITZ

/s/ KARL E. CASE, PH.D.             Director                     March 26, 2001
KARL E. CASE, PH.D.

/s/ HENRY L. FOSTER, D.V.M.         Director                     March 26, 2001
HENRY L. FOSTER, D.V.M.

/s/ MARSHALL I. GOLDMAN             Director                     March 26, 2001
MARSHALL I. GOLDMAN

/s/ RUSSELL B. HIGLEY, ESQ.         Director                     March 26, 2001
RUSSELL B. HIGLEY, ESQ.
/s/ JONATHAN B. KAY                 Director                     March 26, 2001
JONATHAN B. KAY

/s/ DONALD H. LANG                  Director                     March 26, 2001
DONALD H. LANG

/s/ FRASER LEMLEY                   Director                     March 26, 2001
FRASER LEMLEY

/s/ JOSEPH P. MERCURIO              Director                     March 26, 2001
JOSEPH P. MERCURIO

/s/ JOSEPH J. SENNA, ESQ.           Director                     March 26, 2001
JOSEPH J. SENNA, ESQ.

/s/ BARRY R. SLOANE                 Director                     March 26, 2001
BARRY R. SLOANE

/s/ JONATHAN G. SLOANE   Director and Executive Vice President   March 26, 2001
JONATHAN G. SLOANE

/s/ MARSHALL M. SLOANE   Chairman, President and Chief           March 26, 2001
MARSHALL M. SLOANE            Executive Officer

/s/ STEPHANIE SONNABEND             Director                     March 26, 2001
STEPHANIE SONNABEND

/s/ GEORGE F. SWANSBURG             Director                     March 26, 2001
GEORGE F. SWANSBURG

/s/ JON WESTLING                    Director                     March 26, 2001
JON WESTLING

/s/ PAUL V. CUSICK, JR.    Vice President and Treasurer          March 26, 2001
PAUL V. CUSICK, JR.        Principal Financial Officer
/s/ KENNETH A. SAMUELIAN   Vice President and Controller         March 26, 2001
KENNETH A. SAMUELIAN         Century Bank and Trust
                          Principal Accounting Officer
INDEX TO EXHIBITS

EXHIBIT NUMBER                 DESCRIPTION

      4.3         2000 Stock Option Plan.

       5          Opinion of Bingham Dana LLP as to the
                  legality of the securities being
                  registered.

      23.1        Consent of Bingham Dana LLP (included
                  in Exhibit 5).

      23.2        Consent of KPMG LLP.

       24         Power of Attorney (included in signature
                  page to Registration Statement).