UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

the Securities Exchange Act of ~~1934~~ 1934

Date of Report (Date of earliest event reported): ~~April 30~~May 11, 2012

CENTRAL BANCORP, INC.

(Exact Name Of Registrant As Specified In Charter)

Massachusetts	0-25251	04-3447594
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

399 Highland Avenue, Somerville, Massachusetts 02144

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (617) 628-4000

Not Applicable

(Former Name Or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.0102 Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On ~~April 30~~May 11, 2012, Central Bancorp, Inc. (the “Company”), ~~the~~issued ~~parent~~a ~~company~~press ofrelease ~~Central~~announcing ~~Co-operative~~its ~~Bank~~financial ~~(the~~results ~~“Bank”),~~for ~~entered~~the ~~into~~three anmonths ~~Agreement~~ and ~~Plan~~year ofended ~~Merger~~March ~~(the “Merger~~31, ~~Agreement”) with Independent Bank Corp~~2012. A ~~(“Independent”),~~copy ~~the parent company~~ of ~~Rockland~~the ~~Trust~~ Company’s ~~(“Rockland”),~~press ~~pursuant~~release tois ~~which~~attached ~~the~~to ~~Company~~this ~~will~~Report ~~merge~~as ~~with~~Exhibit ~~and into Independent~~99.1 ~~As part of the transaction, the Bank will also merge with~~ and ~~into~~is ~~Rockland.~~furnished herewith.

~~Under~~Item ~~the terms of the Merger Agreement, each share of Company common stock, other than shares held by Independent, will convert into the right to receive either (i) $32~~9.0001 Financial inStatements ~~cash or (ii) such number of shares of Independent common stock as determined by the exchange ratio provided for in the Merger Agreement, all as more fully set forth in the Merger Agreement~~ and subject to the terms and conditions set forth therein. The Merger Agreement provides that 40% of the aggregate merger consideration must consist of cash and 60% of the aggregate merger consideration must consist of shares of Independent common stock. Exhibits

Following the consummation of the transactions contemplated by the Merger Agreement, the Board of Directors of Independent and Rockland will each consist of its respective directors immediately prior to the merger and John J. Morrissey, a current director of the Company and the Bank.

The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the merger by the holders of at least two-thirds of the outstanding common shares of the Company. If the merger is not consummated under certain circumstances, the Company has agreed to reimburse Independent up to $750,000 for its reasonably documented fees and expenses and to pay Independent a termination fee of $2.2 million; provided however, that any amounts paid in reimbursement will be credited against the termination fee payable. Currently, the merger is expected to be completed in the fourth quarter of 2012.

The Merger Agreement contains usual and customary representations and warranties that the parties to the Merger Agreement made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement between the parties, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement. Moreover, the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts.

The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the complete text of the definitive agreement, which is filed as Exhibit 2.1 to this Form 8-K and which is incorporated herein by reference in its entirety. In addition, a copy of the joint press release announcing the execution of the definitive agreement is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Number		Description
2.1		Agreement and Plan of Merger by and among Independent Bank Corp., Rockland Trust Company, Central Bancorp, Inc. and Central Co-operative Bank, dated as of April 30, 2012*
99.1		Joint Press Release dated May 1, 2012

Number Description

* The registrant has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b)(2) of Regulation S-K99.1Press ~~The~~Release ~~registrant~~dated ~~will~~May ~~furnish~~11, ~~a copy of any omitted schedule or similar attachment to the United States Securities and Exchange Commission upon request.~~2012

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.			~~CENTRAL BANCORP, INC.~~
Date: May 2, 2012			By:	/s/ John D. Doherty
Date: May 14, 2012	By:	/s/ Paul S. Feeley
				John D. Doherty
		Paul S. Feeley
				Chairman and Chief Executive Officer
		Senior Vice President, Treasurer and Chief Financial Officer

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