As filed with the Securities and Exchange Commission on November 3, 2000
                                                    Registration No.____________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     ---------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     ---------------------------------------

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

        MASSACHUSETTS                                       04-3447594
---------------------------------                         -----------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

                               399 HIGHLAND AVENUE
                         SOMERVILLE, MASSACHUSETTS 02144
                                 (617) 628-4000
                     ---------------------------------------
                     (Address of Principal Executive Office)

   CENTRAL BANCORP, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
   ---------------------------------------------------------------------------
                            (Full Title of the Plan)

                           JOHN D. DOHERTY, PRESIDENT
                              CENTRAL BANCORP, INC.
                               399 HIGHLAND AVENUE
                         SOMERVILLE, MASSACHUSETTS 02144
                                 (617) 628-4000
                     ----------------------------------------
                     (Name and Address of Agent for Service)

                                 (617) 628-4000
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                   COPIES TO:
                           HARRY K. KANTARIAN, ESQUIRE
                            HOWARD S. PARRIS, ESQUIRE
               STRADLEY RONON HOUSLEY KANTARIAN AND BRONSTEIN, LLP
                        1220 19TH STREET, N.W., SUITE 700
                             WASHINGTON, D.C. 20036
                                 (202) 822-9611

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------
     Title Of          Proposed Maximum          Proposed Maximum               Amount Of
Securities To Be         Amount To Be             Offering Price           Aggregate Offering       Registration
   Registered             Registered                Per Share                     Price                  Fee
-------------------------------------------------------------------------------------------------------------------
<S>                       <C>                       <C>                       <C>                      <C>
Common Stock,
$1.00 par value           18,500 (1)                $18.00 (2)                $392,532 (2)             $103.63
===================================================================================================================
<FN>
(1) Maximum number of shares issuable under the Central Bancorp,  Inc.  Deferred
Compensation Plan for Non-employee  Directors  (18,500 shares),  as such amounts
may be  increased  in  accordance  with  said  plan in the  event  of a  merger,
consolidation,  recapitalization,  stock dividend,  stock split or similar event
involving the Registrant.
(2) 18,500 Shares are being registered hereby, none of which are currently under
option.  Pursuant to Rules 457(h) and 457(c), the offering price for purposes of
calculating  the  registration  fee is the  average of the high and low  selling
price on October 23, 2000 of $17.8125 per share ($392,532 in the aggregate).
</FN>
</TABLE>



<PAGE>


         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
-----

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
------

         *This  Registration  Statement  relates to the  registration  of 18,500
shares of Common Stock, $1.00 par value per share, of Central Bancorp, Inc. (the
"Company")  reserved for issuance and delivery under the Central  Bancorp,  Inc.
Deferred  Compensation Plan for Non-employee  Directors (the "Plan").  Documents
containing the  information  required by Part I of this  Registration  Statement
will be  sent  or  given  to  participants  in the  Plan  as  specified  by Rule
428(b)(1). In accordance with Note to Part I of Form S-8, such documents are not
filed with the Securities and Exchange  Commission (the "Commission")  either as
part  of  this   Registration   Statement  or  as   prospectuses  or  prospectus
supplements.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------
         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange Act of 1934 and,  accordingly,  files periodic  reports and
other  information  with the  Commission.  Reports,  proxy  statements and other
information  concerning  the Company filed with the  Commission may be inspected
and copies may be obtained  (at  prescribed  rates) at the  Commission's  Public
Reference Section,  Room 1024, 450 Fifth Street, N.W.,  Washington,  D.C. 20549.
The  Commission  also  maintains  a Web site that  contains  reports,  proxy and
information  statements and other  information  regarding  registrants that file
electronically with the Commission,  including the Company.  The address for the
Commission's Web site is "http://www.sec.gov".

         The  following   documents  are   incorporated  by  reference  in  this
Registration Statement:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
March 31, 2000 filed with the Commission on June 28, 2000  (Commission  File No.
0-25251);

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 2000 filed with the Commission on August 11, 2000  (Commission File No.
0-25251);

          (c) The  description  of the  Company's  securities  contained in this
Company's Registration Statement on Form 8-A as declared effective by Commission
on January 8, 1999.


         ALL  DOCUMENTS  FILED BY THE COMPANY AND THE PLAN  PURSUANT TO SECTIONS
13(A),  13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AFTER THE DATE  HEREOF  AND PRIOR TO THE  FILING OF A  POST-EFFECTIVE  AMENDMENT
WHICH INDICATES THAT ALL SECURITIES  OFFERED HAVE BEEN SOLD OR WHICH DEREGISTERS
ALL  SECURITIES  THEN  REMAINING  UNSOLD SHALL BE DEEMED TO BE  INCORPORATED  BY
REFERENCE IN THIS  REGISTRATION  STATEMENT AND TO BE A PART HEREOF FROM THE DATE
OF FILING OF SUCH DOCUMENTS.

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES
------

         Not applicable,  as the common stock is registered  under Section 12 of
the Securities and Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

         The Company and its principal subsidiary Central Co-operative Bank (the
"Bank")  indemnify  their  respective  directors  and  officers  to  the  extent
permitted under the Massachusetts  General Laws. The Amended Charter of the Bank
provides  that its directors and officers  shall,  and in the  discretion of the
Board of  Directors,  any other person may, be  indemnified  by the Bank against
liabilities  and expenses  arising out of services  performed of or on behalf of
the  Bank.  The  Amended  Charter  of  the  Bank  further   provides  that  such
indemnification  will not be provided if it is determined that the action giving
rise to the liability was not taken in good faith in the reasonable  belief that
the action was in the best interests of the Bank.

         The Company's Articles of Organization  provides for indemnification of
the Company's officers and directors as follows:

         The  Corporation  shall  indemnify  each  director  or  officer  of the
Corporation to the fullest extent now or hereafter  permitted by law against all
expenses  (including  attorneys' fees and disbursements),  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any threatened,  pending or completed action,  suit or proceeding,  whether
civil, criminal, administrative or investigative to which he is or is threatened
to be made a party by reason of the fact that he is or was a director,  officer,
employee or agent of the Corporation or of a subsidiary of the  Corporation,  or
is or was a director, custodian, administrator, committeeman or fiduciary of any
employee  benefit plan  established  and  maintained by the  Corporation or by a
subsidiary of the  Corporation,  or is or was serving another  enterprise in any
such  capacity  at the  written  request  of  the  Corporation.  To  the  extent
authorized  at any  time by the  Board  of  Directors  of the  Corporation,  the
Corporation may similarly  indemnify other persons against liability incurred in
any capacity,  or arising out of any status,  of the character  described in the
immediately preceding sentence. At the discretion of the Board of Directors, any
indemnification  hereunder may include  payment by the  Corporation  of expenses
incurred in defending a civil or criminal action or proceeding in advance of the
final  disposition of such action or proceeding,  upon receipt of an undertaking
by the person indemnified to repay such payment if he shall be adjudicated to be
not entitled to indemnification  under this Article VI(H) or applicable laws. In
no event,  however,  shall the Corporation  indemnify any director,  officer, or
other person hereunder with respect to any matter as to which he shall have been
adjudicated  in any proceeding not to have acted in good faith in the reasonable
belief  that  his  action  was in the best  interests  of the  Corporation.  The
Corporation  may  purchase  and  maintain  insurance  to protect  itself and any
present or former director, officer or other person against any liability of any
character asserted against and incurred by the Corporation or any such director,
officer or other person in any capacity,  or arising out of any status,  whether
or not the  Corporation  would have the power to indemnify  such person  against
such  liability  by law or under  the  provisions  of this  Article  VI(H).  The
provisions  of this Article  VI(H) shall be applicable to persons who shall have
ceased to be  directors or officers of the  Corporation,  and shall inure to the
benefit of the heirs,  executors  and  administrators  of  persons  entitled  to
indemnity  hereunder.  Nothing herein shall be deemed to limit the Corporation's
authority to indemnify any person pursuant to any contract or otherwise.



<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

         Not applicable.

ITEM 8.  EXHIBITS
------

         The  exhibits  scheduled  to be  filed  as part  of  this  registration
statement are as follows:

         5.1      Opinion of Stradley Ronon Housley Kantarian & Bronstein, LLP
                  as to the legality of the Common Stock being registered

         23.1     Consent of KPMG LLP

         23.2     Consent of Stradley Ronon Housley Kantarian & Bronstein, LLP
                  (appears in their opinion filed as Exhibit 5.1)

         24.1     Power of Attorney (contained in the signature page to this
                  Registration Statement)

         99.1     Central Bancorp, Inc. Deferred Compensation Plan for
                  Non-employee Directors

         99.2     Form of Trust Agreement under the Central Bancorp, Inc.
                  Deferred Compensation Plan for Non-employee Directors

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 --

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
Securities Act of 1933;

          (ii)  To  reflect  in  the  prospectus  any  facts  or  events  which,
individually or together,  represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase
or  decrease  in volume of  securities  offered  (if the total  dollar  value of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  end of the  estimated  maximum  offering  range  may be
reflected in the form of prospectus  filed with the Commission  pursuant to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than 20 percent change in the maximum aggregate  offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;

          (iii) To include any additional or changed material  information on to
the plan of  distribution;  provided,  however,  that  paragraphs  (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or S-8, and
the  information  required  to be  included  in a  post-effective  amendment  is
incorporated by reference from the periodic  reports filed by the small business
issuer under the Securities Exchange Act of 1934.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  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 file a post-effective  amendment to remove from  registration any of
the securities that remain unsold at the end of the offering.
<PAGE>

     (4) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the small business  issuer pursuant to the foregoing  provisions,  or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the small business issuer 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 small business
issuer 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 of 1933 and  will be  governed  by the  final
adjudication of such issue.


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on 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 Somerville, State of Massachusetts,  on this 22nd day
of October, 2000.

                                 CENTRAL BANCORP, INC.


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


                                POWER OF ATTORNEY

     We, the undersigned  Directors of Central Bancorp,  Inc.,  hereby severally
constitute and appoint John D. Doherty with full power of substitution, our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below which said John D.  Doherty may deem  necessary  or
advisable to enable Central  Bancorp,  Inc. to comply with the Securities Act of
1933, as amended, and any rules,  regulations and requirements of the Securities
and Exchange Commission, in connection with the registration of Central Bancorp,
Inc.  common  stock,  including  specifically,  but not  limited  to,  power and
authority to sign for us in our names in the  capacities  indicated  below,  the
Registration  Statement  and any and all  amendments  (including  post-effective
amendments)  thereto;  and we hereby  ratify and  confirm  all that said John D.
Doherty shall do or cause to be done by virtue thereof.

     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 dates indicated.
<TABLE>
<CAPTION>
Signatures                                      Title                                    Date
----------                                      -----                                    ----

<S>                                      <C>                                        <C>
/s/ John D. Doherty                      President, Chief Executive Officer         October 22, 2000
-------------------------------
John D. Doherty   and Director

/s/ Paul S. Feeley                       Principal Financial and                    October 22, 2000
----------------------------------       Accounting Officer
Paul S. Feeley

/s/ Joseph R. Doherty                    Chairman of the Board                      October 22, 2000
-------------------------------
Joseph R. Doherty

/s/ Terence D. Kenney                    Senior Vice President and Director         October 22, 2000
------------------------------
Terence D. Kenney

/s/ Gregory W. Boulos                    Director                                   October 22, 2000
------------------------------
Gregory W. Boulos

/s/ Nancy Neri                           Director                                   October 22, 2000
-----------------------------------
Nancy Neri

/s/ John F. Gilgun, Jr.                  Director                                   October 22, 2000
---------------------------------
John F. Gilgun, Jr.

/s/ John G. Quinn                        Director                                   October 22, 2000
----------------------------------
John G. Quinn

/s/ Marat E. Santini                     Director                                   October 22, 2000
-----------------------------------
Marat E. Santini

</TABLE>

<PAGE>


                                INDEX TO EXHIBITS



Exhibit           Description
-------           -----------

5.1               Opinion of Stradley Ronon Housley Kantarian & Bronstein, LLP
                  as to the legality of the Common Stock being registered

23.1              Consent of KPMG LLP

23.2              Consent of Stradley Ronon Housley Kantarian & Bronstein, LLP
                  (appears in their opinion filed as Exhibit 5.1)

24.1              Power of Attorney (contained in the signature page to this
                  Registration Statement)

99.1              Central Bancorp, Inc. Deferred Compensation Plan for
                  Non-employee Directors

99.2              Form of Trust Agreement under the Central Bancorp, Inc.
                  Deferred Compensation Plan for Non-employee Directors
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 21202}]
{"company-data": {"conformed-name": "CENTRAL BANCORP INC /MA/", "cik": "0001076394", "assigned-sic": "6022", "irs-number": "043447594", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49264", "film-number": "752885"}, "business-address": {"street1": "399 HIGHLAND AVENUE", "city": "SOMERVILLE", "state": "MA", "zip": "01144", "phone": "6176284000"}, "mail-address": {"street1": "399 HIGHLAND AVENUE", "city": "SOMERVILLE", "state": "MA", "zip": "01144"}}
As filed with the Securities and Exchange Commission on November 3, 2000
                                                    Registration No.____________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     ---------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     ---------------------------------------

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

        MASSACHUSETTS                                       04-3447594
---------------------------------                         -----------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

                               399 HIGHLAND AVENUE
                         SOMERVILLE, MASSACHUSETTS 02144
                                 (617) 628-4000
                     ---------------------------------------
                     (Address of Principal Executive Office)

   CENTRAL BANCORP, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
   ---------------------------------------------------------------------------
                            (Full Title of the Plan)

                           JOHN D. DOHERTY, PRESIDENT
                              CENTRAL BANCORP, INC.
                               399 HIGHLAND AVENUE
                         SOMERVILLE, MASSACHUSETTS 02144
                                 (617) 628-4000
                     ----------------------------------------
                     (Name and Address of Agent for Service)

                                 (617) 628-4000
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                   COPIES TO:
                           HARRY K. KANTARIAN, ESQUIRE
                            HOWARD S. PARRIS, ESQUIRE
               STRADLEY RONON HOUSLEY KANTARIAN AND BRONSTEIN, LLP
                        1220 19TH STREET, N.W., SUITE 700
                             WASHINGTON, D.C. 20036
                                 (202) 822-9611
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------
     Title Of          Proposed Maximum          Proposed Maximum               Amount Of
Securities To Be         Amount To Be             Offering Price           Aggregate Offering       Registration
   Registered             Registered                Per Share                     Price                  Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock,
$1.00 par value           18,500 (1)                $18.00 (2)                $392,532 (2)             $103.63
===================================================================================================================
(1) Maximum number of shares issuable under the Central Bancorp,  Inc.  Deferred
Compensation Plan for Non-employee  Directors  (18,500 shares),  as such amounts
may be  increased  in  accordance  with  said  plan in the  event  of a  merger,
consolidation,  recapitalization,  stock dividend,  stock split or similar event
involving the Registrant.
(2) 18,500 Shares are being registered hereby, none of which are currently under
option.  Pursuant to Rules 457(h) and 457(c), the offering price for purposes of
calculating  the  registration  fee is the  average of the high and low  selling
price on October 23, 2000 of $17.8125 per share ($392,532 in the aggregate).
This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
-----

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
------

         *This  Registration  Statement  relates to the  registration  of 18,500
shares of Common Stock, $1.00 par value per share, of Central Bancorp, Inc. (the
"Company")  reserved for issuance and delivery under the Central  Bancorp,  Inc.
Deferred  Compensation Plan for Non-employee  Directors (the "Plan").  Documents
containing the  information  required by Part I of this  Registration  Statement
will be  sent  or  given  to  participants  in the  Plan  as  specified  by Rule
428(b)(1). In accordance with Note to Part I of Form S-8, such documents are not
filed with the Securities and Exchange  Commission (the "Commission")  either as
part  of  this   Registration   Statement  or  as   prospectuses  or  prospectus
supplements.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------
         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange Act of 1934 and,  accordingly,  files periodic  reports and
other  information  with the  Commission.  Reports,  proxy  statements and other
information  concerning  the Company filed with the  Commission may be inspected
and copies may be obtained  (at  prescribed  rates) at the  Commission's  Public
Reference Section,  Room 1024, 450 Fifth Street, N.W.,  Washington,  D.C. 20549.
The  Commission  also  maintains  a Web site that  contains  reports,  proxy and
information  statements and other  information  regarding  registrants that file
electronically with the Commission,  including the Company.  The address for the
Commission's Web site is "http://www.sec.gov".

         The  following   documents  are   incorporated  by  reference  in  this
Registration Statement:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
March 31, 2000 filed with the Commission on June 28, 2000  (Commission  File No.
0-25251);

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 2000 filed with the Commission on August 11, 2000  (Commission File No.
0-25251);

          (c) The  description  of the  Company's  securities  contained in this
Company's Registration Statement on Form 8-A as declared effective by Commission
on January 8, 1999.

         ALL  DOCUMENTS  FILED BY THE COMPANY AND THE PLAN  PURSUANT TO SECTIONS
13(A),  13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AFTER THE DATE  HEREOF  AND PRIOR TO THE  FILING OF A  POST-EFFECTIVE  AMENDMENT
WHICH INDICATES THAT ALL SECURITIES  OFFERED HAVE BEEN SOLD OR WHICH DEREGISTERS
ALL  SECURITIES  THEN  REMAINING  UNSOLD SHALL BE DEEMED TO BE  INCORPORATED  BY
REFERENCE IN THIS  REGISTRATION  STATEMENT AND TO BE A PART HEREOF FROM THE DATE
OF FILING OF SUCH DOCUMENTS.
ITEM 4.  DESCRIPTION OF SECURITIES
------

         Not applicable,  as the common stock is registered  under Section 12 of
the Securities and Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

         The Company and its principal subsidiary Central Co-operative Bank (the
"Bank")  indemnify  their  respective  directors  and  officers  to  the  extent
permitted under the Massachusetts  General Laws. The Amended Charter of the Bank
provides  that its directors and officers  shall,  and in the  discretion of the
Board of  Directors,  any other person may, be  indemnified  by the Bank against
liabilities  and expenses  arising out of services  performed of or on behalf of
the  Bank.  The  Amended  Charter  of  the  Bank  further   provides  that  such
indemnification  will not be provided if it is determined that the action giving
rise to the liability was not taken in good faith in the reasonable  belief that
the action was in the best interests of the Bank.

         The Company's Articles of Organization  provides for indemnification of
the Company's officers and directors as follows:

         The  Corporation  shall  indemnify  each  director  or  officer  of the
Corporation to the fullest extent now or hereafter  permitted by law against all
expenses  (including  attorneys' fees and disbursements),  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any threatened,  pending or completed action,  suit or proceeding,  whether
civil, criminal, administrative or investigative to which he is or is threatened
to be made a party by reason of the fact that he is or was a director,  officer,
employee or agent of the Corporation or of a subsidiary of the  Corporation,  or
is or was a director, custodian, administrator, committeeman or fiduciary of any
employee  benefit plan  established  and  maintained by the  Corporation or by a
subsidiary of the  Corporation,  or is or was serving another  enterprise in any
such  capacity  at the  written  request  of  the  Corporation.  To  the  extent
authorized  at any  time by the  Board  of  Directors  of the  Corporation,  the
Corporation may similarly  indemnify other persons against liability incurred in
any capacity,  or arising out of any status,  of the character  described in the
immediately preceding sentence. At the discretion of the Board of Directors, any
indemnification  hereunder may include  payment by the  Corporation  of expenses
incurred in defending a civil or criminal action or proceeding in advance of the
final  disposition of such action or proceeding,  upon receipt of an undertaking
by the person indemnified to repay such payment if he shall be adjudicated to be
not entitled to indemnification  under this Article VI(H) or applicable laws. In
no event,  however,  shall the Corporation  indemnify any director,  officer, or
other person hereunder with respect to any matter as to which he shall have been
adjudicated  in any proceeding not to have acted in good faith in the reasonable
belief  that  his  action  was in the best  interests  of the  Corporation.  The
Corporation  may  purchase  and  maintain  insurance  to protect  itself and any
present or former director, officer or other person against any liability of any
character asserted against and incurred by the Corporation or any such director,
officer or other person in any capacity,  or arising out of any status,  whether
or not the  Corporation  would have the power to indemnify  such person  against
such  liability  by law or under  the  provisions  of this  Article  VI(H).  The
provisions  of this Article  VI(H) shall be applicable to persons who shall have
ceased to be  directors or officers of the  Corporation,  and shall inure to the
benefit of the heirs,  executors  and  administrators  of  persons  entitled  to
indemnity  hereunder.  Nothing herein shall be deemed to limit the Corporation's
authority to indemnify any person pursuant to any contract or otherwise.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

         Not applicable.

ITEM 8.  EXHIBITS
------

         The  exhibits  scheduled  to be  filed  as part  of  this  registration
statement are as follows:

         5.1      Opinion of Stradley Ronon Housley Kantarian & Bronstein, LLP
                  as to the legality of the Common Stock being registered

         23.1     Consent of KPMG LLP

         23.2     Consent of Stradley Ronon Housley Kantarian & Bronstein, LLP
                  (appears in their opinion filed as Exhibit 5.1)

         24.1     Power of Attorney (contained in the signature page to this
                  Registration Statement)

         99.1     Central Bancorp, Inc. Deferred Compensation Plan for
                  Non-employee Directors

         99.2     Form of Trust Agreement under the Central Bancorp, Inc.
                  Deferred Compensation Plan for Non-employee Directors

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 --

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
Securities Act of 1933;

          (ii)  To  reflect  in  the  prospectus  any  facts  or  events  which,
individually or together,  represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase
or  decrease  in volume of  securities  offered  (if the total  dollar  value of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  end of the  estimated  maximum  offering  range  may be
reflected in the form of prospectus  filed with the Commission  pursuant to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than 20 percent change in the maximum aggregate  offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;

          (iii) To include any additional or changed material  information on to
the plan of  distribution;  provided,  however,  that  paragraphs  (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or S-8, and
the  information  required  to be  included  in a  post-effective  amendment  is
incorporated by reference from the periodic  reports filed by the small business
issuer under the Securities Exchange Act of 1934.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  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 file a post-effective  amendment to remove from  registration any of
the securities that remain unsold at the end of the offering.
(4) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the small business  issuer pursuant to the foregoing  provisions,  or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the small business issuer 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 small business
issuer 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 of 1933 and  will be  governed  by the  final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on 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 Somerville, State of Massachusetts,  on this 22nd day
of October, 2000.

                                 CENTRAL BANCORP, INC.

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

                                POWER OF ATTORNEY

     We, the undersigned  Directors of Central Bancorp,  Inc.,  hereby severally
constitute and appoint John D. Doherty with full power of substitution, our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below which said John D.  Doherty may deem  necessary  or
advisable to enable Central  Bancorp,  Inc. to comply with the Securities Act of
1933, as amended, and any rules,  regulations and requirements of the Securities
and Exchange Commission, in connection with the registration of Central Bancorp,
Inc.  common  stock,  including  specifically,  but not  limited  to,  power and
authority to sign for us in our names in the  capacities  indicated  below,  the
Registration  Statement  and any and all  amendments  (including  post-effective
amendments)  thereto;  and we hereby  ratify and  confirm  all that said John D.
Doherty shall do or cause to be done by virtue thereof.

     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 dates indicated.
Signatures                                      Title                                    Date
----------                                      -----                                    ----
/s/ John D. Doherty                      President, Chief Executive Officer         October 22, 2000
-------------------------------
John D. Doherty   and Director

/s/ Paul S. Feeley                       Principal Financial and                    October 22, 2000
----------------------------------       Accounting Officer
Paul S. Feeley

/s/ Joseph R. Doherty                    Chairman of the Board                      October 22, 2000
-------------------------------
Joseph R. Doherty

/s/ Terence D. Kenney                    Senior Vice President and Director         October 22, 2000
------------------------------
Terence D. Kenney

/s/ Gregory W. Boulos                    Director                                   October 22, 2000
------------------------------
Gregory W. Boulos

/s/ Nancy Neri                           Director                                   October 22, 2000
-----------------------------------
Nancy Neri

/s/ John F. Gilgun, Jr.                  Director                                   October 22, 2000
---------------------------------
John F. Gilgun, Jr.

/s/ John G. Quinn                        Director                                   October 22, 2000
----------------------------------
John G. Quinn

/s/ Marat E. Santini                     Director                                   October 22, 2000
-----------------------------------
Marat E. Santini
INDEX TO EXHIBITS

Exhibit           Description
-------           -----------

5.1               Opinion of Stradley Ronon Housley Kantarian & Bronstein, LLP
                  as to the legality of the Common Stock being registered

23.1              Consent of KPMG LLP

23.2              Consent of Stradley Ronon Housley Kantarian & Bronstein, LLP
                  (appears in their opinion filed as Exhibit 5.1)

24.1              Power of Attorney (contained in the signature page to this
                  Registration Statement)

99.1              Central Bancorp, Inc. Deferred Compensation Plan for
                  Non-employee Directors

99.2              Form of Trust Agreement under the Central Bancorp, Inc.
                  Deferred Compensation Plan for Non-employee Directors