<PAGE>
<PAGE>

   As filed with the Securities and Exchange Commission on
                      January 26, 1999                           

                                     Registration No. 333-______ 
________________________________________________________________


          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   
       ------------------------------------------
       (Address of Principal Executive Offices)

                 CENTRAL BANCORP, INC.
                1986 STOCK OPTION PLAN
              ---------------------------           
               (Full Title of the Plan)

           JOHN D. DOHERTY, PRESIDENT AND
               CHIEF EXECUTIVE OFFICER
                CENTRAL BANCORP, INC.
                 399 HIGHLAND AVENUE
           SOMERVILLE, MASSACHUSETTS 02144
       ------------------------------------------
       (Name and Address of Agent For Service)
                          
                   (617) 628-4000
              ---------------------------           
(Telephone Number, Including Area Code, of Agent For Service)

                     COPIES TO:
               J. MARK POERIO, ESQUIRE
              HOWARD S. PARRIS, ESQUIRE
         HOUSELY KANTARIAN & BRONSTEIN, P.C.
          1220 19th STREET N.W., SUITE 700
               WASHINGTON, D.C.  20036
                   (202) 822-9611
                          
           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                             CALCULATION OF REGISTRATION FEE
================================================================================================
Title Of Securities      Amount       Proposed Maximum   Proposed Maximum        Amount of
     To Be                To Be        Offering Price   Aggregate Offering     Registration
  Registered            Registered       Per Share           Price                  Fee           
------------------------------------------------------------------------------------------------
<S>                   <C>                 <C>              <C>                   <C> 
Common Stock,
 $1.00 par value        28,000(1)                 (2)     $427,616 (2)           $118.88

================================================================================================
<FN>
(1) Number of shares previously granted and remaining outstanding under the
    Central Bancorp, Inc. 1986 Stock Option Plan, as such amounts may be
    increased in accordance with said plan in the event of a merger,
    consolidation, recapitalization or similar event involving the Registant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia,
    based upon the price at which the options may be exercised.  28,000 shares
    are under option at a weighted average exercise price of $15.272 per share.
    Therefore, the total amount of the offering being registered herein is
    $427,616.

</FN>
/TABLE
<PAGE>
<PAGE>

                        PART I

          INFORMATION REQUIRED IN THE SECTION
                   10(a) PROSPECTUS

Item 1.  PLAN INFORMATION*
------

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

         *Documents containing the information required by Part
I of this Registration Statement will be sent or given to
participants in the Central Bancorp, Inc. 1986 Stock Option Plan
(the "Plan") in accordance with 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
------
         Central Bancorp, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") 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: 

         The description of the Company's securities as
contained in the Company's Current Report on Form 8-K as filed
with the Commission on January 8, 1999 (File No. 000-25251)

         ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY
PURSUANT TO SECTIONS 13(a), 13(c), 14, AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, 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 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


                                1<PAGE>
<PAGE>

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
------
         For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.

Item 9.  UNDERTAKINGS
------
         1.  The undersigned registrant hereby undertakes:

             (a)  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 arising after the effective date of the
             registration statement (or the most recent post-
             effective amendment thereof) which, individually or 
             in the aggregate, represent a fundamental change in 
             the information set forth in the registration


                                2
<PAGE>
<PAGE>

             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 material information
             with respect to the plan of distribution not
             previously disclosed in the registration statement
             or any material change to such information in the
             registration statement; provided, however, that
             paragraphs (a)(i) and (a)(ii) do not apply if the
             registration statement is on Form S-3, Form S-8 or
             Form F-3, and the information required to be
             included in a post-effective amendment by those
             paragraphs is contained in periodic reports filed
             with or furnished to the Commission by the
             registrant pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of 1934 that are
             incorporated by reference in the registration
             statement.

             (b)  That, for the purpose of determining any
liability under the Securities Act of 1933, each 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.

             (c)  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.

             (d) If the registrant is a foreign private issuer,
to file a post-effective amendment to the registration statement
to include any financial statements required by Rule 3-19 of
this chapter at the start of any delayed offering or throughout
a continuous offering.  Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph and other
information necessary to ensure that all other information in
the prospectus is at least as current as the date of those
financial statements.  Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19
of this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.

         2.  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.

         3.  The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.

         4.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the


                                3
<PAGE>
<PAGE>

registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 Act and will be
governed by the final adjudication of such issue.


                                4
<PAGE>
<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 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 January 14, 1999.

                                  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 and officers of Central
Bancorp, Inc., do hereby severally constitute and appoint John
D. Doherty our true and lawful attorney and agent, to do any and
all things and acts in our names in the capacities indicated
below and to execute any and all instruments for us and 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 statement on Form S-8 relating to the offering of
Central Bancorp's 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.

<PAGE>
<TABLE>
<CAPTION>

SIGNATURES                           TITLE                         DATE
----------                           -----                         ----
<S>                                  <C>                           <C>

/s/ John D. Doherty            President, Chief Executive         January 14, 1999
---------------------------    Officer
John D. Doherty                (Duly Authorized Representative) 


/s/ Paul S. Feeley             Senior Vice President-Treasurer    January 14, 1999
---------------------------       and Chief Financial and
Paul S. Feeley                       Accounting Officer


/s/ Joseph R. Doherty          Chairman of the Board              January 14, 1999
---------------------------    
Joseph R. Doherty                         


/s/ Gregory W. Boulos                   Director                  January 14, 1999
---------------------------    
Gregory W. Boulos                         


/s/ George L. Doherty, Jr.              Director                  January 14, 1999
---------------------------    
George L. Doherty, Jr.                    


</TABLE>
                                5

<PAGE>
<PAGE>

<TABLE>
<CAPTION>

SIGNATURES                              TITLE                         DATE
----------                              -----                         ----
<S>                                    <C>                           <C>
/s/ John F. Gilgun, Jr.                Director                 January 14, 1999
---------------------------    
John F. Gilgun, Jr.                       


/s/ Terence D. Kenney                  Director                 January 14, 1999
---------------------------    
Terrence D. Kenney                       


/s/ John G. Quinn                      Director                 January 14, 1999
---------------------------    
John G. Quinn                            


/s/ Marat E. Santini                   Director                 January 14, 1999
---------------------------    
Marat E. Santini                         

</TABLE>


                                6

<PAGE>
<PAGE>

                   INDEX TO EXHIBITS



       
Exhibit         Description                          
-------         -----------
   5            Opinion of Housley Kantarian & Bronstein, P.C.
                as to the validity of the Common Stock being
                registered 

 23.1           Consent of Housley Kantarian & Bronstein, P.C.
                (appears in their opinion filed as Exhibit 5)

 23.2           Consent of KPMG Peat Marwick LLP

  24            Power of Attorney (contained in the signature
                page to this registration statement)

 99.1           Central Bancorp, Inc. 1986 Stock Option Plan, as
                amended

 99.2           Form of Stock Option Agreement entered into with
                Optionees with respect to Incentive Stock
                Options granted under the Central Bancorp, Inc.
                1986 Stock Option Plan

 99.3           Form of Stock Option Agreement entered into with
                Optionees with respect to Non-Incentive Stock
                Options granted under the Central Bancorp, Inc.
                1986 Stock Option Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22521}]
{"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": "333-71165", "film-number": "99512941"}, "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
                      January 26, 1999                           

                                     Registration No. 333-______ 
________________________________________________________________

          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   
       ------------------------------------------
       (Address of Principal Executive Offices)

                 CENTRAL BANCORP, INC.
                1986 STOCK OPTION PLAN
              ---------------------------           
               (Full Title of the Plan)

           JOHN D. DOHERTY, PRESIDENT AND
               CHIEF EXECUTIVE OFFICER
                CENTRAL BANCORP, INC.
                 399 HIGHLAND AVENUE
           SOMERVILLE, MASSACHUSETTS 02144
       ------------------------------------------
       (Name and Address of Agent For Service)
                          
                   (617) 628-4000
              ---------------------------           
(Telephone Number, Including Area Code, of Agent For Service)

                     COPIES TO:
               J. MARK POERIO, ESQUIRE
              HOWARD S. PARRIS, ESQUIRE
         HOUSELY KANTARIAN & BRONSTEIN, P.C.
          1220 19th STREET N.W., SUITE 700
               WASHINGTON, D.C.  20036
                   (202) 822-9611
                          
           CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
================================================================================================
Title Of Securities      Amount       Proposed Maximum   Proposed Maximum        Amount of
     To Be                To Be        Offering Price   Aggregate Offering     Registration
  Registered            Registered       Per Share           Price                  Fee           
------------------------------------------------------------------------------------------------
Common Stock,
 $1.00 par value        28,000(1)                 (2)     $427,616 (2)           $118.88

================================================================================================
(1) Number of shares previously granted and remaining outstanding under the
    Central Bancorp, Inc. 1986 Stock Option Plan, as such amounts may be
    increased in accordance with said plan in the event of a merger,
    consolidation, recapitalization or similar event involving the Registant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia,
    based upon the price at which the options may be exercised.  28,000 shares
    are under option at a weighted average exercise price of $15.272 per share.
    Therefore, the total amount of the offering being registered herein is
    $427,616.
/TABLE
PART I

          INFORMATION REQUIRED IN THE SECTION
                   10(a) PROSPECTUS

Item 1.  PLAN INFORMATION*
------

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

         *Documents containing the information required by Part
I of this Registration Statement will be sent or given to
participants in the Central Bancorp, Inc. 1986 Stock Option Plan
(the "Plan") in accordance with 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
------
         Central Bancorp, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") 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: 

         The description of the Company's securities as
contained in the Company's Current Report on Form 8-K as filed
with the Commission on January 8, 1999 (File No. 000-25251)

         ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY
PURSUANT TO SECTIONS 13(a), 13(c), 14, AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, 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 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

                                1
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
------
         For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.

Item 9.  UNDERTAKINGS
------
         1.  The undersigned registrant hereby undertakes:

             (a)  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 arising after the effective date of the
             registration statement (or the most recent post-
             effective amendment thereof) which, individually or 
             in the aggregate, represent a fundamental change in 
             the information set forth in the registration

                                2
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 material information
             with respect to the plan of distribution not
             previously disclosed in the registration statement
             or any material change to such information in the
             registration statement; provided, however, that
             paragraphs (a)(i) and (a)(ii) do not apply if the
             registration statement is on Form S-3, Form S-8 or
             Form F-3, and the information required to be
             included in a post-effective amendment by those
             paragraphs is contained in periodic reports filed
             with or furnished to the Commission by the
             registrant pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of 1934 that are
             incorporated by reference in the registration
             statement.

             (b)  That, for the purpose of determining any
liability under the Securities Act of 1933, each 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.

             (c)  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.

             (d) If the registrant is a foreign private issuer,
to file a post-effective amendment to the registration statement
to include any financial statements required by Rule 3-19 of
this chapter at the start of any delayed offering or throughout
a continuous offering.  Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph and other
information necessary to ensure that all other information in
the prospectus is at least as current as the date of those
financial statements.  Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19
of this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.

         2.  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.

         3.  The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.

         4.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the

                                3
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 Act and will be
governed by the final adjudication of such issue.

                                4
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 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 January 14, 1999.

                                  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 and officers of Central
Bancorp, Inc., do hereby severally constitute and appoint John
D. Doherty our true and lawful attorney and agent, to do any and
all things and acts in our names in the capacities indicated
below and to execute any and all instruments for us and 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 statement on Form S-8 relating to the offering of
Central Bancorp's 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         January 14, 1999
---------------------------    Officer
John D. Doherty                (Duly Authorized Representative) 

/s/ Paul S. Feeley             Senior Vice President-Treasurer    January 14, 1999
---------------------------       and Chief Financial and
Paul S. Feeley                       Accounting Officer

/s/ Joseph R. Doherty          Chairman of the Board              January 14, 1999
---------------------------    
Joseph R. Doherty                         

/s/ Gregory W. Boulos                   Director                  January 14, 1999
---------------------------    
Gregory W. Boulos                         

/s/ George L. Doherty, Jr.              Director                  January 14, 1999
---------------------------    
George L. Doherty, Jr.
5
SIGNATURES                              TITLE                         DATE
----------                              -----                         ----
/s/ John F. Gilgun, Jr.                Director                 January 14, 1999
---------------------------    
John F. Gilgun, Jr.                       

/s/ Terence D. Kenney                  Director                 January 14, 1999
---------------------------    
Terrence D. Kenney                       

/s/ John G. Quinn                      Director                 January 14, 1999
---------------------------    
John G. Quinn                            

/s/ Marat E. Santini                   Director                 January 14, 1999
---------------------------    
Marat E. Santini
6
INDEX TO EXHIBITS

       
Exhibit         Description                          
-------         -----------
   5            Opinion of Housley Kantarian & Bronstein, P.C.
                as to the validity of the Common Stock being
                registered 

 23.1           Consent of Housley Kantarian & Bronstein, P.C.
                (appears in their opinion filed as Exhibit 5)

 23.2           Consent of KPMG Peat Marwick LLP

  24            Power of Attorney (contained in the signature
                page to this registration statement)

 99.1           Central Bancorp, Inc. 1986 Stock Option Plan, as
                amended

 99.2           Form of Stock Option Agreement entered into with
                Optionees with respect to Incentive Stock
                Options granted under the Central Bancorp, Inc.
                1986 Stock Option Plan

 99.3           Form of Stock Option Agreement entered into with
                Optionees with respect to Non-Incentive Stock
                Options granted under the Central Bancorp, Inc.
                1986 Stock Option Plan