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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): February 21, 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              (IRS 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 5.  OTHER EVENTS AND REQUIRED FD DISCLOSURE
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     Central Bancorp,  Inc. (the "Company") has filed an action in federal court
in Boston  asserting  claims for  declaratory  relief  under Mass.  General Laws
Chapter 156B Section 65 and for  injunctive  relief under  Section  13(d) of the
Securities Exchange Act of 1934 arising out of the review by a Special Committee
of the Company's  board of directors of a block trade in Central  Bancorp,  Inc.
shares and related activity of PL Capital,  Joseph Stilwell,  Lawrence  Seidman,
and their related entities,  and Robert  Reichenbach,  and whether those persons
and/or  entities  complied  with the  Company's  Shareholder  Rights  Agreement.
Subsequently  filed  actions by PL Capital  and Seidman in state court have been
stayed in light of the federal  action.  Trial is  expected in federal  court in
May.



                                   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:  February 24, 2003                By:/s/ John D. Doherty
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                                           John D. Doherty
                                           President and Chief Executive Officer