UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 12)¹

Central Bancorp, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

152418 10 9

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		152418 10 9	13 G/A	Page		2		of		9	Pages


1	NAMES OF REPORTING PERSONS: Central Co-operative Bank Employee Stock Ownership Plan Trust


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Commonwealth of Massachusetts

		5	SOLE VOTING POWER

NUMBER OF			180,992(1)

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			216,666(2)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			180,992

WITH		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	397,658

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o



11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	24.29% (3)

12	TYPE OF REPORTING PERSON

	EP

(1) Consists of unallocated shares held by the Central Co-operative Bank Employee Stock Ownership Plan (ESOP”). The unallocated shares held by the ESOP are voted by the ESOP trustees in the same proportion as allocated shares for which the trustees receive voting instructions from ESOP participants.

(2) Consists of shares allocated to the accounts of ESOP participants. These allocated shares are voted in accordance with the instructions of the individual ESOP participants.

(3) Based on 1,637,151 shares outstanding as of December 31, 2009.


CUSIP No.		152418 10 9	13 G/A	Page		3		of		9	Pages


1	NAMES OF REPORTING PERSONS: Shirley M. Tracy


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5	SOLE VOTING POWER

NUMBER OF			11,432(1)

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			11,432(1)

WITH		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,432(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o



11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.70% (2)

12	TYPE OF REPORTING PERSON

	IN

(1) The amount reported excludes 180,992 unallocated and 216,666 allocated ESOP shares which the reporting person may be deemed to beneficially own due to the reporting person’s service as a trustee of the ESOP. The unallocated shares held by the ESOP are voted by the ESOP trustees in the same proportion as allocated shares for which the trustees receive voting instructions from ESOP participants. Allocated ESOP shares are voted by the ESOP trustees in accordance with voting instructions received from the individual ESOP participants. If participants do not provide voting instructions, the trustees vote the allocated shares proportionately with those allocated shares for which voting instructions are received. The reporting person disclaims any beneficial ownership interest in the shares held by the ESOP. The amount also includes 1,200 unvested shares of restricted stock over which Ms. Tracy has voting but no dispositive power, 5,766 shares held in her ESOP account over which she has voting but no dispositive power and 2,666 shares subject to options which are exercisable.

(2) Based on 1,637,151 shares outstanding as of December 31, 2009 and assumes that options to purchase 2,666 shares have been exercised.


CUSIP No.		152418 10 9	13 G/A	Page		4		of		9	Pages


1	NAMES OF REPORTING PERSONS: Rhoda K. Astone


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5	SOLE VOTING POWER

NUMBER OF			5,437(1)

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,437(1)

WITH		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,437(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o



11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.33% (2)

12	TYPE OF REPORTING PERSON

	IN

(1) The amount reported excludes 180,992 unallocated and 216,666 allocated ESOP shares which the reporting person may be deemed to beneficially own due to the reporting person’s service as a trustee of the ESOP. The unallocated shares held by the ESOP are voted by the ESOP trustees in the same proportion as allocated shares for which the trustees receive voting instructions from ESOP participants. Allocated ESOP shares are voted by the ESOP trustees in accordance with voting instructions received from the individual ESOP participants. If participants do not provide voting instructions, the trustees vote the allocated shares proportionately with those allocated shares for which voting instructions are received. The reporting person disclaims any beneficial ownership interest in the shares held by the ESOP. The amount also includes 800 unvested shares of restricted stock over which Ms. Astone has voting but no dispositive power, 1,522 shares held in her ESOP account over which she has voting but no dispositive power and 558 shares subject options which are exercisable.

(2) Based on 1,637,151 shares outstanding as of December 31, 2009 and assumes that options to purchase 558 shares have been exercised.


CUSIP No.		152418 10 9	13 G	Page		5		of		9	Pages


1	NAMES OF REPORTING PERSONS: John F. Gilgun, Jr.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5	SOLE VOTING POWER

NUMBER OF			1,575 (1)

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,575 (1)

WITH		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,575 (1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o



11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.10% (2)

12	TYPE OF REPORTING PERSON

	IN

(2) Based on 1,637,151 shares outstanding as of December 31, 2009.


				Page		6		of		9	Pages

Securities and Exchange Commission
Washington, D.C. 20549


Item 1(a).		Name of Issuer.

Central Bancorp, Inc.


Item 1(b).		Address of Issuer’s Principal Executive Offices.

399 Highland Avenue
Somerville, Massachusetts 02144


Item 2(a).		Name of Person(s) Filing.

Central Co-operative Bank Employee Stock Ownership Plan (the “ESOP”) and the following individuals who presently serve the trustees of the ESOP: Shirley M. Tracy, Rhoda K. Astone and John F. Gilgun, Jr. The ESOP trustees expressly disclaim beneficial ownership of any shares held in the ESOP in which such person does not have a direct pecuniary interest.


Item 2(b).		Address of Principal Business Office or, if None, Residence.


		ESOP: Same as 1(b).

		Shirley M. Tracy:		841 Webster Drive
				Needham, Massachusetts 02492

		Rhoda K. Astone:		6 McCarthy Drive
				Burlington, Massachusetts 01803

		John F. Gilgun, Jr.:		11 Ledgewood Road
				Woburn, Massachusetts 01801


Item 2(c).		Citizenship.

See Row 4 of the second part of the cover page provided for each reporting person.


Item 2(d).		Title of Class of Securities.

Common Stock, par value $1.00 per share.


Item 2(e).		CUSIP Number.

152418 10 9


				Page		7		of		9	Pages


Item 3.		If This Statement is Filed Pursuant to Sections 240.13d-1(b) and 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(f) þ

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

Items (a), (b), (c), (d), (e), (g), (h), (i), (j) and (k) are not applicable. This amended Schedule 13G is being filed on behalf of the ESOP identified in Item 2(a), filing under the Item 3(f) classification, and by each trustee of the trust established pursuant to the ESOP (the “ESOP Trust”), filing pursuant to Rule 13d-1(c). Exhibit A contains a description of the voting and dispositive powers over shares of the Issuer held directly by these entities. Each trustee of the ESOP Trust set forth in Exhibit A, although filing under the Item 3(f) classification because of their status as trustees of the ESOP, disclaims that he is acting in concert with, or is a member of a group consisting of, the other ESOP trustees.


Item 4.		Ownership.

(a) Amount Beneficially Owned: See Row 9 of the second part of the cover page provided for each reporting person.

(b) Percent of Class: See Row 11 of the second part of the cover page provided for each reporting person.

(c) Number of Shares as to Which Such Person Has: See Rows 5, 6, 7, and 8 of the second part of the cover page provided for each reporting person.


Item 5.		Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o


Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

Pursuant to Section 13.7 of the ESOP, the ESOP Committee has the power to direct the receipt of dividends on shares held in the ESOP Trust.


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.


				Page		8		of		9	Pages


Item 8.		Identification and Classification of Members of the Group.

This Schedule 13G/A is being filed on behalf of the ESOP identified in Item 2(a), which is filing under the Item 3(f) classification. Exhibit A contains a disclosure of the voting and dispositive powers over shares of the Issuer held by the ESOP Trust. Each trustee of the ESOP Trust set forth in Exhibit A, although filing under the Item 3(f) classification because of their status as trustees of the ESOP, disclaims that he is acting in concert with, or is a member of a group consisting of, the other ESOP trustees.


Item 9.		Notice of Dissolution of Group.

Not applicable.


Item 10.		Certifications.

By signing below, each signatory in the capacity of an ESOP trustee certifies that, to the best of his knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

By signing below, each signatory in his individual capacity certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


				Page		9		of		9	Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


CENTRAL CO-OPERATIVE BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST

By Its Trustees:

/s/ Shirley M. Tracy		Date: February 16, 2010
Shirley M. Tracy, Trustee

/s/ Rhoda K. Astone		Date: February 16, 2010
Rhoda K. Astone, Trustee

/s/ John F. Gilgun, Jr.		Date: February 16, 2010
John F. Gilgun, Jr., Trustee

/s/ Shirley M. Tracy		Date: February 16, 2010
Shirley M. Tracy, as an Individual Stockholder

/s/ Rhoda K. Astone		Date: February 16, 2010
Rhoda K. Astone, as an Individual Stockholder

/s/ John F. Gilgun, Jr.		Date: February 16, 2010
John F. Gilgun, Jr., as an Individual Stockholder

Exhibit A

The trustees of the ESOP hold shares of common stock of the Issuer in trust for the benefit of employees participating in the ESOP. Pursuant to Section 13.6 of the ESOP, (i) the trustees vote common stock allocated to participant accounts in accordance with instructions by participants, (ii) shares of common stock of the Issuer which have not been allocated and allocated stock for which no voting direction has been received shall be voted by the trustees in the same proportion as participants direct the voting of allocated shares, and (iii) if no voting direction has been received as to allocated shares, Central Co-operative Bank, as the ESOP Committee, may direct the trustees as to the voting of all unallocated shares, and if the ESOP Committee gives no direction, the trustees shall vote such shares in their sole discretion. Pursuant to Section 13.3 of the ESOP, the trustees exercise investment discretion as directed by the ESOP Committee. However, the trustees must exercise voting and dispositive power with respect to the assets held by the ESOP, including common stock of the Issuer, in accordance with the fiduciary responsibility requirements imposed by Section 404 of the Employee Retirement Income Security Act of 1974, as amended. A majority vote of the trustees is required to exercise any voting or investment power over the shares held in the ESOP.

The ESOP trustees and their beneficial ownership of the shares of common stock of the Issuer exclusive of responsibilities as an ESOP trustee or ESOP sponsor, as the case may be, are as follows (such ownership disregarded in reporting the ESOP’s ownership within this Schedule 13G/A).


	Direct Beneficial
	Ownership of Issuer			Beneficial Ownership as
Name	Common Stock			an ESOP Participant
Shirley M. Tracy		3,000	(1)		5,766
Rhoda K. Astone		3,357	(2)		1,532
John F. Gilgun, Jr.		1,575			0


(1)		Includes 1,200 unvested shares of restricted stock over which Ms. Tracy has voting but no dispositive power.

(2)		Includes 800 unvested shares of restricted stock over which Ms. Astone has voting but no dispositive power.

The ESOP trustees expressly disclaim beneficial ownership of any shares held in the ESOP in which such person does not have a direct pecuniary interest. The ESOP trustees disclaim that he is acting in concert with, or is a member of a group consisting of, the other ESOP trustees.

CENTRAL COOPERATIVE BANK EMPLOYEE STOCK OWNERSHIP PLAN SC 13G/A