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                                  UNITED STATES
                       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): June 24, 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
                                                           --------------


                                 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.  issued a press release on June 24, 2003 announcing
that its wholly owned  subsidiary,  Central  Co-operative Bank ("Central Bank"),
has entered  into an  agreement  with the  Massachusetts  Department  of Revenue
("DOR") to settle  the issue  related to state  income  taxes owed on  dividends
received from Central  Bank's real estate  investment  trust  subsidiary for the
fiscal periods 2000 to 2003.  Under the  agreement,  Central Bank paid $430,547,
representing  50% of the amount  assessed for the fiscal 2000 to 2002 tax years,
including  interest.  Central Bank had previously paid, as part of its estimated
tax payments,  the estimated 50% settlement  amount of $167,830 for fiscal 2003.
These payments are deductible for federal tax purposes.  Based on the settlement
reached  with DOR,  the Company has  reversed  $374,000 of the taxes  previously
accrued for this  matter,  which will be  included as a reduction  of income tax
expense in the Company's financial results for the quarter ending June 30, 2003.

     For additional  information,  reference is made to the  Registrant's  Press
Release,  dated June 24,  2003  which is  attached  hereto as  Exhibit  99.1 and
incorporated by reference herein.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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     The following exhibit is filed herewith:


     Exhibit No.           Description
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      Exhibit 99.1         Press Release dated June 24, 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: June 26, 2003                    /s/ John D. Doherty
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                                       John D. Doherty
                                       Chairman, President and Chief Executive
                                       Officer