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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported): January 28, 2003


                              CENTRAL BANCORP, INC.
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             (Exact name of registrant as specified in its charter)


MASSACHUSETTS                         0-25251                     04-3447594
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(State or other jurisdiction        (Commission               (I.R.S. employer
    of incorporation)               file number)             identification no.)


        399 HIGHLAND AVENUE, SOMERVILLE, MASSACHUSETTS         02144
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         (Address of principal executive offices)           (Zip code)


       Registrant's telephone number, including area code: (617) 628-4000
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                                 NOT APPLICABLE
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          (Former name or former address, if changed since last report)




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ITEM 9.  REGULATION FD DISCLOSURE
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     On January 28, 2003, the Registrant  announced its earnings for the quarter
and nine months ended December 31, 2002. For further  information,  reference is
made to the  Registrant's  press  release,  dated  January  28,  2003,  which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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     The following is a list of exhibits  filed with this Current Report on Form
8-K.

  Exhibit No.              Description
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    99.1                   Press Release, dated January 28, 2003



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.

                                        CENTRAL BANCORP, INC.



Date:  January 28, 2003                 By:/s/ John D. Doherty
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                                           John D. Doherty
                                           President