SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* LASHLEY RICHARD J (Last) (First) (Middle) 2 TRINITY PLACE (Street) WARREN NJ 07059 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/04/2003	3. Issuer Name and Ticker or Trading Symbol CENTRAL BANCORP INC /MA/ [ CEBK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	600	D
Common Stock	12,168	I	By Goodbody/PL Capital, L.P.(1)
Common Stock	113,900	I	By Financial Edge Fund, L.P.(2)
Common Stock	27,100	I	By Financial Edge-Strategic Fund, L.P.(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Goodbody/PL Capital, L.P. is a Delaware limited partnership. Goodbody/PL Capital, LLC is a Delaware limited liability company and is the sole General Partner of Goodbody/PL Capital, L.P. Mr. Lashley is the holder of 50% equity interest in, and one of two Managing Members of, Goodbody/PL Capital, LLC. Mr. Lashley disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. Financial Edge Fund, L.P. is a Delaware limited partnership. PL Capital, LLC is a Delaware limited liability company and is the sole General Partner of Financial Edge Fund, L.P. Mr. Lashley is the holder of 50% equity interest in, and one of two Managing Members of, PL Capital, LLC. Mr. Lashley disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. Financial Edge-Strategic Fund, L.P. is a Delaware limited partnership. PL Capital, LLC is a Delaware limited liability company and is the sole General Partner of Financial Edge-Strategic Fund, L.P. Mr. Lashley is the holder of 50% equity interest in, and one of two Managing Members of, PL Capital, LLC. Mr. Lashley disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	Richard J. Lashley	08/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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